Law Guarantee

Debt Assumption by former Guarantors Agreement

This Agreement for Debt Assumption by former Guarantors was executed by John O. Big, Inc., a Massachusetts corporation (“JOB”), John O. Big International, Inc., a Massachusetts corporation (“JOBI,” and together with JOB, the “Assignors”), I-Quadro Holdings, Inc., a Delaware corporation (“IQHI”), and I-Quadro, Inc., a Delaware corporation and wholly-owned subsidiary of JOBI (“IQI” or “Assignee”). 

JOB and IQI have entered into a certain Reorganization Agreement, pursuant to which JOB and its subsidiaries assigned, transferred and delivered to IQI and its subsidiaries certain assets, and IQI and its subsidiaries assumed from JOB and its subsidiaries certain liabilities.

Assignors have indebtedness outstanding and owing to certain Lenders pursuant to a Credit Agreement (the “Lender Debt”) and the Assignors have indebtedness outstanding and owing to certain Noteholders pursuant to a Note Purchase Agreement (the “Noteholder Debt” and, together with the Lender Debt, the “Debt Obligations”).

The Debt Obligations are guaranteed by IQI, which guarantees will be released upon consummation of IQI’s initial public offering (the “IPO”) of its Class A common stock, par value $.01 per share (“Common Stock”).

Pursuant to this Agreement for Debt Assumption by former Guarantors, the Assignors assigned certain of the Debt Obligations to IQI and IQI assumed the same.

Governing Law: Massachusetts, USA