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On April 15, 1997, to complete the loan transaction,
petitioner executed the following three documents: (1) A
promissory note (the promissory note), (2) a stock pledge
agreement (the stock pledge agreement), and (3) a stock transfer
power (the stock transfer power). The promissory note, stock
pledge agreement, and stock transfer power are sometimes
hereinafter referred to as the loan documents. The promissory
note provided that the principal and interest were due and
payable on the earlier of either April 15, 2000, or the date of
the registration of any shares of PhyMatrix stock received by
petitioner pursuant to an agreement dated May 3, 1996. The
promissory note further provided that petitioner would secure the
liability underlying the promissory note with the collateral.
The stock pledge agreement also provided that petitioner was
required to pledge the collateral as security for the liability
underlying the promissory note and set forth the rights and
duties of petitioner and CareMatrix with respect to the
collateral. The stock transfer power provided that petitioner
sold, assigned, and transferred the collateral for value
received. At all relevant times, Abraham D. Gosman (Mr. Gosman)
served as Chief Executive Officer and Chairman of the Board of
CareMatrix and was responsible for the terms of the loan
documents.
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