EX-99.9
10
a06-19137_1ex99d9.htm
EX-99.9
Exhibit
99.9
May 8, 2006
Teragenix Corporation
5440 NW 33rd Avenue, Suite 108
Ft. Lauderdale, FL 33309
HemaCare Corporation
21101 Oxnard Street
Woodland Hills, California 91367
Re: Agreement
to Replace Promissory Note
Dear Joe and Judi:
Reference is made to the following:
1. Promissory
Note in the principal amount of $450,000, dated November 11, 2005, issued by
Teragenix Corporation ("
Teragenix
") to the order of Lawrence Feldman
(the "
Existing Note
"); and
2. Non-Binding
Letter of Intent dated March 10, 2006 between HemaCare Corporation ("
HemaCare
")
and Teragenix (the "
LOI
").
The LOI sets forth the proposed terms for the
acquisition of 100% of the outstanding capital stock of Teragenix by HemaCare
(the "
Acquisition
"). One of the
terms of the Acquisition is the replacement of the Existing Note with a new
subordinated promissory note in the principal amount of $250,000, the form of
which is attached hereto as
Exhibit "A"
(the "
New Note
"). In furtherance of their desire to proceed
with the Acquisition, Teragenix and HemaCare have requested that the
undersigned agree to replace the Existing Note with the New Note. The replacement of the Existing Note with the
New Note would occur concurrently with the closing of the Acquisition.
In consideration of the shorter time to maturity in
the New Note relative to the Existing Note and the obligation of Teragenix to
pay interest annually in the New Note, as well as the benefits which the
undersigned expects Teragenix to realize as a result of the consummation of the
Acquisition, the undersigned hereby agrees to accept, concurrently with the
closing of the Acquisition, the New Note in substitution for the Existing Note
and agrees to the terms of the New Note as reflected on Exhibit "A".
1
Letter to Teragenix and HemaCare
May 8,
2006
This letter agreement constitutes the entire agreement
among the undersigned, Teragenix and HemaCare with respect to the subject
matter hereof and may be amended or modified only in a written agreement among
such parties. This letter agreement may
be executed in any number of counterparts and by different parties on separate
counterparts. Each of such counterparts
shall be deemed to be an original, and all of such counterparts, taken
together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this
letter by telefacsimile shall be equally effective as delivery of a manually
executed counterpart.
[signature page to follow]
2
Letter to Teragenix and
HemaCare
May 8, 2006
Sincerely,
/s/ Lawrence Feldman
Lawrence Feldman
Acknowledged and Agreed:
TERAGENIX CORPORATION
By:
/s/ Joseph Mauro
Title: President
HEMACARE CORPORATION
By:
/s/ Judi Irving
Title:
President & CEO
3
EXHIBIT "A"
Form of New Note
[to be attached]
4

EX - 99 . 9 10 a06 - 19137 _ 1ex99d9 . htm EX - 99 . 9 Exhibit 99 . 9 May 8 , 2006 Teragenix Corporation 5440 NW 33rd Avenue , Suite 108 Ft . Lauderdale , FL 33309 HemaCare Corporation 21101 Oxnard Street Woodland Hills , California 91367 Re : Agreement to Replace Promissory Note Dear Joe and Judi : Reference is made to the following : 1 . Promissory Note in the principal amount of $ 450,000 , dated November 11 , 2005 , issued by Teragenix Corporation ( " Teragenix " ) to the order of Lawrence Feldman ( the " Existing Note " ) ; and 2 . Non - Binding Letter of Intent dated March 10 , 2006 between HemaCare Corporation ( " HemaCare " ) and Teragenix ( the " LOI " ) . The LOI sets forth the proposed terms for the acquisition of 100 % of the outstanding capital stock of Teragenix by HemaCare ( the " Acquisition " ) . One of the terms of the Acquisition is the replacement of the Existing Note with a new subordinated promissory note in the principal amount of $ 250,000 , the form of which is attached hereto as Exhibit " A " ( the " New Note " ) . In furtherance of their desire to proceed with the Acquisition , Teragenix and HemaCare have requested that the undersigned agree to replace the Existing Note with the New Note . The replacement of the Existing Note with the New Note would occur concurrently with the closing of the Acquisition . In consideration of the shorter time to maturity in the New Note relative to the Existing Note and the obligation of Teragenix to pay interest annually in the New Note , as well as the benefits which the undersigned expects Teragenix to realize as a result of the consummation of the Acquisition , the undersigned hereby agrees to accept , concurrently with the closing of the Acquisition , the New Note in substitution for the Existing Note and agrees to the terms of the New Note as reflected on Exhibit " A " . 1 Letter to Teragenix and HemaCare May 8 , 2006 This letter agreement constitutes the entire agreement among the undersigned , Teragenix and HemaCare with respect to the subject matter hereof and may be amended or modified only in a written agreement among such parties . This letter agreement may be executed in any number of counterparts and by different parties on separate counterparts . Each of such counterparts shall be deemed to be an original , and all of such counterparts , taken together , shall constitute but one and the same agreement . Delivery of an executed counterpart of this letter by tele facsimile shall be equally effective as delivery of a manually executed counterpart . [ signature page to follow ] 2 Letter to Teragenix and HemaCare May 8 , 2006 Sincerely , / s / Lawrence Feldman Lawrence Feldman Acknowledged and Agreed : TERAGENIX CORPORATION By : / s / Joseph Mauro Title : President HEMACARE CORPORATION By : / s / Judi Irving Title : President & CEO 3 EXHIBIT " A " Form of New Note [ to be attached ] 4
O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O B-Parties.ACQUIRED_COMPANY O B-Parties.BUYING_COMPANY O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O