{"id":41144,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-commitment-purchasepro-com-inc-and-maurice-j-gallagher.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-commitment-purchasepro-com-inc-and-maurice-j-gallagher","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-commitment-purchasepro-com-inc-and-maurice-j-gallagher.html","title":{"rendered":"Loan Commitment &#8211; PurchasePro.com Inc. and Maurice J. Gallagher"},"content":{"rendered":"<pre>                                LOAN COMMITMENT \n\n     This Loan Commitment is made and entered into effective September 3, 1999,\nby and between PURCHASEPRO.COM, INC., a Nevada corporation, with its principal\noffice and place of business at 3291 N. Buffalo Drive, Las Vegas, NV  89129\n('Company') and  (herein 'Lender').\n\n\n     1.   Commitment to Lend.  Lender hereby agrees to lend to Company the sum\n          ------------------                                                  \nof One Million Dollars ($1,000,000) (the 'Loan') or as much thereof as the\nCompany requests be advanced to it by Lender while this commitment is in effect.\nAdvances to the Company shall be made upon written request to the Lender, with\nsuch advance to be made within 24 hours of such request by wire transfer to the\nCompany's bank account identified to Lender.\n\n\n     2.   Availability of Loan.  Lender and Company agree that the Loan shall\n          --------------------                                                 \nbe unconditionally available to be drawn upon by Company from October 1, 1999 to\nOctober 31, 1999, during which time Company may draw upon the Loan up to the\nmaximum amount stated above. Provided, however, the Company's ability to draw on\nthe Loan shall terminate upon the Company's receipt of proceeds from its planned\ninitial public offering.\n\n\n     3.   Commitment Fee, Interest and Repayment.  Company shall pay to Lender a\n          --------------------------------------                                \nfee equal to 2% of the maximum loan amount, which shall be due and payable\nwhether or not any advances hereunder are requested by Company, which fee shall\nbe due and payable on the earlier of (i) the date of the first advance to the\nCompany hereunder, or (ii) the date the Company receives the proceeds from an\ninitial public offering of stock on the NASDAQ. Interest shall accrue on the\noutstanding advances at the rate of 15% per annum, with all interest and\nprincipal payable at maturity which is the earlier of: (i) March 31, 2000, or\n(ii) the date of the Company's receipt of proceeds from its planned initial\npublic offering.\n\n\n     4.   Warrants to Lender.  As additional consideration to Lender, Company\n          ------------------                                                 \nhereby grants to Lender a warrant to purchase for $0.01 per share, shares of the\nCompany's common stock equal to [(i) the total amount of principal advanced to\nCompany by Lender under this commitment divided by (ii) One Million Dollars\n($1,000,000.00)] multiplied by 70,000.  Such shares shall be subject to\nrestrictions on transfer reasonably required by the Company for the purpose of\ncompleting the planned initial public offering. This warrant must be exercised\nby Lender on or before March 31, 2000, by written notice to the Company.\n\n\n     5.   Notices.  All notices and other communications given to or made upon\n          -------                                                             \nany party hereto in connection with this Agreement shall be in writing and\nmailed, faxed, emailed, or delivered to the addresses set forth on page 1\nhereof, or at such other address as shall be specifically designated by any such\nparty.\n\n\n     6.   Governing Law.  This Agreement and the rights and obligations of the\n          -------------                                                       \nparties hereto and thereto shall be governed by and construed and enforced in\naccordance with the substantive law of the State of Nevada.\n\n\n     7.   Entire Agreement.  This Agreement constitutes the entire agreement and\n          ----------------                                                      \nthe understanding between the parties with respect to the subject matter hereof\nand supersedes all other previous and contemporaneous negotiations and\nagreements between the parties and no parole evidence of any prior or \n\n \n                                      -2-\n\n\nother agreements shall be permitted to contradict or vary the terms of this\nAgreement. Any amendment to this Agreement must be in writing.\n\n \n                                      -3-\n\n \n     8.   Counterpart Execution.  This Agreement may be signed by each party\n          ---------------------                                             \nupon a separate copy, and in such case one counterpart of this Agreement shall\nconsist of enough of such copies to reflect the signature of each party. This\nAgreement may be executed in two or more counterparts, each of which shall be\ndeemed an original, and it shall not be necessary in making proof of this\nAgreement or the terms thereof to produce or account for more than one of such\ncounterparts.\n\n\n\nLENDER\n\n\/s\/ Maurice J. Gallagher\n----------------------------------------- \nMaurice J. Gallagher\n\n\n\nPURCHASEPRO.COM, INC.\n\n\n\nBy:  \/s\/ Christopher P. Carton\n     --------------------------------------\n     Christopher P. Carton\n     President and Chief Operating Officer\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9560,9567],"class_list":["post-41144","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41144","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41144"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41144"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41144"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41144"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}