ingXabo Corp. (fka BCDH)

[hugh_jackoman]

How much money does this company owe NIR GROUP?

http://investorshub.advfn.com/boards/board.aspx?board_id=11792


Form 8-K for GREENS WORLDWIDE INC

8-Feb-2007

Entry into a Material Definitive Agreement, Creation of a Direct Financial O


Item 1.01 Entry into a Material Definitive Agreement.

On November 20, 2006, Greens Worldwide Incorporated (the "Company") entered into a letter agreement with AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd. and AJW Qualified Partners, LLC (collectively, the "AJW Parties") (the "Letter Agreement") to receive $600,000 from the AJW Parties in return for the Company's issuance of secured promissory notes (the "Promissory Notes") and warrants to purchase shares of common stock of the Company to the AJW Parties and for the entrance into certain other agreements. A copy of the Letter Agreement is being filed as Exhibit 10.1 to this report and is incorporated by reference into this Item 1.01. The following discussion summarizes the agreements entered into on November 20, 2006 pursuant to the Letter Agreement.

The Company issued $720,000 aggregate principal face amount of the Promissory Notes to the AJW Parties on November 20, 2007. No interest is payable under the Promissory Notes and they matured on December 31, 2006. A copy of the form of Promissory Note is being filed as Exhibit 10.3 to this report and is incorporated by reference into this Item 1.01. The Promissory Notes are secured by a security agreement entered into by the Company and the AJW Parties (the "Security Agreement"). Under the Security Agreement, the Company granted the AJW Parties a first priority security interest in all of the Company's goods, inventory, contract rights, general intangibles, receivables, documents, instruments, chattel paper, files, records, books of account, business papers and computer programs. The Company and the AJW Parties also entered into a deposit control agreement that was intended to provide the AJW parties with control over the Company's bank account until the Promissory Notes are repaid by the Company, although as of the date of this report, the Company and the AJW Parties have not established this control account.

As a condition of the closing of the transactions evidenced by the Letter Agreement, the Company amended the warrant agreements (the "Warrant Agreements") covering 30,000,000 shares of the Company's common stock that it had entered into with the AJW Parties on May 31, 2006, July 31, 2006 and September 19, 2006 pursuant to a letter mistakenly dated October 13, 2006 (the "Warrant Amendment"). The Warrant Amendment reduced the exercise price of the warrants covered by the Warrant Agreements from various prices ($1.10 with respect to 10,000,000 shares, $1.00 with respect to 10,000,000 shares and $0.35 with respect to 10,000,000 shares) to $0.15. A copy of the Warrant Amendment is being filed as Exhibit 10.2 to this report and is incorporated by reference into this Item 1.01.

As an additional inducement for the AJW Parties to lend money to the Company, R. Thomas Kidd, the then President and Chief Executive Officer of the Company ("Kidd"), personally guaranteed the payment of the Promissory Notes and pledged a security interest in 2,500,000 shares of the Company's common stock that he owned to the AJW Parties through a Guarantee and Pledge Agreement by and among Kidd, the AJW Parties and the Company (the "Guarantee and Pledge Agreement"). Kidd's personal guarantee is limited to the 2,500,000 shares that he pledged in the Guarantee and Pledge Agreement. A copy of the Guarantee and Pledge Agreement is being filed as Exhibit 10.4 to this report and is incorporated by reference into this Item 1.01.

In connection with this transaction, Kidd caused the Company to issue to the AJW Parties 2,500,000 shares of the Company's common stock to cover the collateral that Kidd had given for the loan in the Guarantee and Pledge Agreement rather than pledge his own shares. In addition, Kidd caused the Company to issue to him 3,415,520 shares of restricted common stock as consideration for him agreeing to guarantee the Company's $720,000 obligation to the AJW Parties. After Mr. Kidd's departure, the Board of Directors of the Company investigated Mr. Kidd's guarantee and cancelled the issuance of these shares to Mr. Kidd. Among the reasons for the Board's decision was the fact uncovered in the investigation that Mr. Kidd had not pledged any of his shares of stock to secure the guarantee evidenced by the Guarantee and Pledge Agreement. This lead, in part, to the Board's conclusion that no consideration had been given to the Company for this issuance of 3,415,520 shares and its determination that this grant must be cancelled.

On November 20, 2006, the Company also granted the AJW Parties warrants to purchase in the aggregate 25,000,000 million shares of the Company's common stock at an exercise price of $0.15 in a Stock Purchase Warrant. The warrants were issued as additional consideration for the $600,000 the Company received from the AJW Parties. Pursuant to an existing agreement with a third party "finder," the Company became obligated to issue a similar number of warrants to them, although these warrants have not yet been issued. The warrants will expire on November 20, 2013 and provide for an adjustment in the exercise price in the event that the Company issues common stock or other securities convertible into common stock at a price that is less than the then current market value of the Company's common stock. A copy of the form of Stock Purchase Warrant is being filed as Exhibit 10.5 to this report and is incorporated by reference into this Item 1.01.

The Company did not repay the principal due under the Promissory Notes when they . . .