Reply 133198 RobL,
I don't follow what you're trying to formulate with the analysis of the agreement. It doesn't make sense to me. Most of what's in there is boiler plate for this type of partnership. IMO.
You're analysis appears to be making assumptions that this agreement and loan are in the final steps before a BO. While there's been a little speculation as such, there's been more speculation that it's an intermediate step.
This is a courtship. These 2 companies are dating for a while a.k.a development agreement.
This multi-step development agreement would require MDT to have change of control? Based on the possibility of default of a $1.5M loan? You funny!
Not having an early payoff provision is more telling. MDT wants a lot of time to review and look over this company. Which is really why there's no early payoff terms. The fact that Titan was agreeable to the loan payoff terms is very telling too. They were willing to let MDT poke around all they wanted, AND with the MDT BOD guest. Those are the real provisions that are really out of place in THIS development agreement.....
We already know there's no right of first refusal. And there shouldn't be one either. IMO. Why would Titan permit a right of first refusal? This is Titan saying "make an offer, and make it a good offer or too bad you lose."
Seriously? A Take-under? You're making an argument for a take-under for a $1.5M loan default? You're dreaming. TMDI had the funds to pay it off last July.
Liquidation? TMDI has $50M, with another $10 and change coming.
What ever theories you're trying to develop have no foundation based on what we know about these agreements. Further, the requirements within the development agreements don't have to be elaborate, or years in length to show value to MDT. MDT has sole discretion. And a development agreement doesn't have to contain an elaborate/itemized Scope of Work. That's the term your groping for in your 3rd point. The SOW is between TMDI and who knows??? (I'm guessing possibly Cambridge). Which is why there was a risk declaration statement from TMDI regarding 3rd party vendors and their possible participation - or not.
Frankly, your points don't make sense.
Good luck to all. Regards,BK.
