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WZE > SEC Filings for WZE > Form 8-K on 2-Dec-2008All Recent SEC Filings

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Form 8-K for WIZZARD SOFTWARE CORP /CO


2-Dec-2008

Entry into a Material Definitive Agreement, Financial Statements and Ex


Item 1.01. Entry into a Material Definitive Agreement.

On December 2, 2008, Wizzard Software Corporation, a Colorado corporation (the "Company"), closed a Subscription Agreement by which three institutional investors (collectively, the "Subscribers") purchased Secured Notes having an aggregate principal amount of $1 million. The Secured Notes bear interest at the rate of 11 percent per year, and the principal and all outstanding interest thereon will be due and payable on January 1, 2010.

In connection with this transaction, the Company; the Company's wholly-owned subsidiary, Interim Healthcare of Wyoming, Inc., a Wyoming corporation ("Interim"); and the Subscribers also executed a Security Agreement and a Collateral Agent Agreement by which the Company and Interim granted to the Subscribers a security interest in the property of the Company and Interim that is identified in Section 3.2 of the Security Agreement, and designated the Subscribers' counsel as collateral agent with respect thereto. Interim also executed a Guaranty by which it agreed to guarantee the payment of all obligations incurred by the Company in connection with the Secured Notes.

The Subscribers and the principal amount of each such Subscriber's Secured Note are as follows:

Subscriber

Principal Amount of Note

Alpha Capital Anstalt

$200,000

Mill City Ventures, LP

$500,000

Isle Capital, LLC

$300,000



Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

None; not applicable.

(b) Pro forma financial information.

None; not applicable.

(c) Shell company transactions.

None; not applicable.

(d) Exhibits.

Exhibit No.

Description

10.1

Subscription Agreement

10.2

Secured Note for $200,000

10.3

Secured Note for $500,000

10.4

Secured Note for $300,000

10.5

Security Agreement

10.6

Collateral Agent Agreement

10.7

Guaranty

10.8

Funds Escrow Agreement

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