Amendments to Note Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:
Amendments to Note Purchase Agreement. Effective upon the First Amendment Effective Date (as hereinafter defined), the Note Purchase Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double−underlined text (indicated textually in the same manner as the following example: double−underlined text) as set forth in the composite conformed copy of the Note Purchase Agreement attached hereto as Exhibit A.
Amendments to Note Purchase Agreement. Section 1.1. Clause (ii) of the definition of “Change in Control” contained in Section 8.7(g) of the Note Purchase Agreement shall be and is hereby amended and restated in its entirety to read as follows:
Amendments to Note Purchase Agreement. Upon the effectiveness of this Amendment, the Note Purchase Agreement is hereby amended as follows:
(a) Section 9.4 of the Note Purchase Agreement shall be replaced in its entirety as follows:
Amendments to Note Purchase Agreement. (a) Section 1.2(a) of the Note Purchase Agreement is hereby amended to include the following additional language: "Subject to the terms and conditions set forth herein, the Investor shall loan up to Two Million Five Hundred Thousand ($2,500,000) Dollars of additional funding (the "Additional Funding") to the Company. Investor shall provide the Additional Funding to the Company by advancing to the Company, subject to the conditions set forth in Sections 1(b) and 1(c) of the Note Purchase Agreement, $300,000 on November 1, 2003 and $200,000 on the first day of each month commencing December 1, 2003 and terminating October 1, 2004."
(b) Section 2(a) of the Note Purchase Agreement is hereby amended to include the following additional language: "The Additional Funding shall be evidenced by a secured convertible promissory note (the "Additional Funding Note") payable to the order of the Investor or its assignee, in substantially the form attached to this Amendment as Exhibit A."
(c) Section 7 of the Note Purchase Agreement is hereby amended to include the following additional language: "The Investor hereby WAIVES the application of any and all provisions of the Prior Securities which would reduce the conversion ratio or conversion price applicable to the Prior Securities as a result of the issuance of the Additional Funding Note or the issuance of shares of capital stock of the Company upon conversion thereof, such that the forgoing issuances shall not effect the conversion ratios or conversion prices applicable to any of the Prior Securities."
(d) Section 10 of the Note Purchase Agreement is hereby amended by deleting proviso (i) and deleting proviso (ii) and replacing them with the following:
(i) that such Additional Registration Statement shall be required to be filed sixty (60) days after the date on which Investor provides written notice to the Company of its demand that the Additional Registration Statement be filed with the SEC and shall be declared effective within two hundred and ten (210) days after such written notice; and (ii) that such Additional Registration Statement shall include the shares of common stock issuable upon conversion of the Note and Additional Funding Note and all other securities of the Company owned by the Investor, unless such shares are covered by a different registration statement."
Amendments to Note Purchase Agreement. Section 8.4 of the Note Purchase Agreement is hereby amended by deleting paragraph (f) in its entirety and inserting in lieu thereof the following:
Amendments to Note Purchase Agreement. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Note Purchase Agreement shall be amended as follows:
A. References in the Note Purchase Agreement to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Note Purchase Agreement as amended hereby.
B. Section 8.09 of the Note Purchase Agreement shall be amended in its entirety to read as follows:
Amendments to Note Purchase Agreement. The Note Purchase Agreement is hereby amended in the following respects:
Amendments to Note Purchase Agreement. Effective as of the Amendment Effective Date (as defined in Section 2 hereof), the Note Purchase Agreement is hereby amended as follows:
(a) The following new defined term is added to Schedule B of the Note Purchase Agreement in appropriate alphabetical order:
Amendments to Note Purchase Agreement. (a) Section 1.1 of the Note Purchase Agreement is hereby amended by inserting the following defined terms in alphabetical order:
