BY AND AMONGStock Exchange Agreement • May 10th, 2006 • Z Axis Corp • Services-motion picture & video tape production • Colorado
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, restated, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Secured Convertible Term Note and Warrants referred to therein.
ContractWarrant Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SILICON MOUNTAIN HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This Stock Pledge Agreement (this “Agreement”), dated as of September 25, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Silicon Mountain Memory Incorporated, a Colorado corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SILICON MOUNTAIN HOLDINGS, INC, MASTER SECURITY AGREEMENTMaster Security Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
To: Laurus Master Fund, Ltd. Valens U.S. SPV I, LLC Valens Offshore SPV I, Ltd. PSource Structured Debt Limited c/o Laurus Capital Management, LLC and Valens Capital Management, LLC 335 Madison Avenue, 10th Floor New York, NY 10017
ContractCommon Stock Purchase Warrant • May 19th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • Colorado
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the _____ day of August, 2008 by and among SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (the “Corporation”), MEMORYTEN, INC., a California corporation (the “Subscriber”) and LV Administrative Services, Inc., a Delaware corporation, solely as administrative and collateral agent to the Laurus/Valens Funds (as defined herein).
AGREEMENTCommon Stock Purchase Warrant Agreement • May 19th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
THIS AGREEMENT (this “Agreement”) is made as of April 24, 2008 among SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (“Holdings”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“SMM”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Investor” and together with Investor’s permitted assigns, “Laurus”).
Master Lease No.: 30115 Schedule No.: 02 EQUIPMENT & PAYMENT SCHEDULE Lessor Lessee Landmark Financial Corporation Z-Axis Corporation Englewood, CO 80111 Greenwood Village, CO 80111-3143Master Equipment Lease Agreement • June 9th, 2006 • Z Axis Corp • Services-motion picture & video tape production
INCORPORATION OF MASTER LEASE AGREEMENT. Lessee and Lessor hereby enter into this Schedule No. 02(“Schedule”) for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of this 27th day of Sept, 2004. All of the terms and conditions set forth in the Master Equipment Lease Agreement No. 30115 between the Lessor and Lessee and any amendments, modifications, replacements or substitutions thereto (collectively “Master Lease”) are hereby incorporated into this Schedule by this reference. All of the defined terms set forth in the Master Lease shall possess the same definitions in this Schedule unless otherwise noted herein. Lessee shall lease from Lessor and Lessor shall lease to Lessee the Equipment attached to this Schedule and incorporated herein by this reference (collectively “Equipment”).
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • May 19th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • Colorado
This Release and Settlement Agreement (this “Agreement”) is dated as of the ___day of April, 2008 by and between Silicon Mountain Holdings, Inc., a Colorado corporation (“SMH”) and MemoryTen, Inc., a California corporation (“MemoryTen”) and Kenneth P. Olsen (“KPO”) (collectively the “Parties”, individually the “Party”).
RE: Modification to Letter Agreement (Letter Agreement) dated July 2004 between Z-Axis Corporation (Borrower) and Colorado Business Bank (Bank) relating to a Promissory Note dated June 2, 2003 (Line Commitment)Modification to Letter Agreement • September 1st, 2006 • Z Axis Corp • Services-motion picture & video tape production
Please let this letter serve as evidence that, in consideration of $1,000, Colorado Business Bank waived all past covenant violations pertaining to the above referenced Line Commitment. These covenants have been amended in connection with the Line Commitment renewal done in August 2006, as referenced in a new Letter Agreement dated August 28, 2006.
Re: Second Amended and Restated Overadvance Side LetterOveradvance Side Letter • November 14th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers
Reference is hereby made to that certain Security and Purchase Agreement dated as of September 25, 2006 by and among SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (“Parent”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“SMM”), VCI SYSTEMS, INC., a Colorado corporation (“VCI”, and together with Parent and SMM, the “Companies” and, each a “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). This Second Amended and Restated Overadvance Side Letter amends and restates in its entirety (and is given in substitution for and not in satisfaction of) that certain Amended and Restated Overadvance Side Letter dated as of April 15, 2008 by and among each Company and Laurus, Valens U.S. SPV I, LLC (“Valens US”), Valens Offshore SPV I, LTD (“Valens Offshore”), PSource Structured Debt Limited (“PSource”) and LV Administrative Services, Inc. as agent (“Agent” and together with Laurus, Vale
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 825 Third Avenue, 14th Floor New York, New York 10022 August 30, 2007Side Letter Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
Reference is made to (a) the Master Security Agreement dated as of August 28, 2007 (as the same may be amended, supplemented, restated and/or modified from time to time, the “Security Agreement”) by and among Silicon Mountain Holdings, Inc., a Colorado corporation (the “Company”), and Laurus Master Fund, Ltd. (“Laurus”) and certain affiliates of Laurus, (b) certain ancillary agreements executed in conjunction therewith (as each are amended, restated, modified and/or supplemented from time to time, the “Ancillary Agreements”) and (c) all documents, instruments and agreements executed in connection therewith, as each are amended, restated, modified and/or supplemented from time to time (together with the Security Agreement and the Ancillary Agreements, collectively, the “Documents”). [Capitalized terms not otherwise defined herein shall have the meanings set forth in the Security Agreement.]
JOINDER AGREEMENTJoinder Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers
THIS JOINDER TO SECURITY AGREEMENT AND STOCK PLEDGE AGREEMENT (this “Joinder”) is executed as of August 28, 2007 by SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (the “Joining Party”), and delivered to Laurus Master Fund, Ltd. (“LMF”), Valens U.S. SPV I, LLC (“Valens U.S.”), Valens Offshore SPV I, Ltd. (“Valens Offshore”) and PSource Structured Debt Limited (“PSource” and, together with LMF, Valens U.S. and Valens Offshore, the “Purchasers” and each, a “Purchaser”). Except as otherwise defined herein, terms used herein and defined in the Security Agreement (as defined below) shall be used herein as therein defined.
THE QUADRANT GREENWOOD VILLAGE, COLORADO OFFICE LEASE AGREEMENT BETWEEN CO- QUADRANT, L.L.C., a Delaware limited liability company (“LANDLORD”) AND Z-AXIS CORPORATION, a Colorado corporation (“TENANT”)Office Lease Agreement • June 9th, 2006 • Z Axis Corp • Services-motion picture & video tape production
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as March 5, 2003, by and between CO-QUADRANT, L.L.C., a Delaware limited liability company (“Landlord”) and Z-AXIS CORPORATION, a Colorado corporation (“Tenant”). This Lease includes the following exhibits and attachments, which are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (State Law Rider, intentionally omitted) and Exhibit G (Form Letter of Credit).
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. SILICON MOUNTAIN MEMORY, INCORPORATED and VCI SYSTEMS, INC. Dated: September 25, 2006Security and Purchase Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This Security and Purchase Agreement is made as of September 25, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
EQUIPMENT & PAYMENT SCHEDULE Master Lease No.: 3011501 LESSOR LESSEE Landmark Financial Corporation Z-Axis Corporation Englewood, CO 80111 Englewood, CO 80111Equipment Lease Agreement • June 9th, 2006 • Z Axis Corp • Services-motion picture & video tape production
INCORPORATION OF MASTER LEASE AGREEMENT. Lessee and Lessor hereby enter into this Schedule No. 3011501 (“Schedule”) for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, as of this 26 day of September, 04. All of the terms and conditions set forth in the Master Equipment Lease Agreement No. 30115 between the Lessor and Lessee and any amendments, modifications, replacements or substitutions thereto (collectively “Master Lease”) are hereby incorporated into this Schedule by this reference. All of the defined terms set forth in the Master Lease shall possess the same definitions in this Schedule unless otherwise noted herein. Lessee shall lease from Lessor and Lessor shall lease to Lessee the Equipment attached to this Schedule and incorporated herein by this reference (collectively “Equipment”).
STOCK OPTION AGREEMENT OF SILICON MOUNTAIN MEMORY INCORPORATEDStock Option Agreement • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers
Silicon Mountain Memory Incorporated, (the “Company”), desiring to afford an opportunity to the Option Holder named below to purchase certain shares of the Company’s common stock, $.01 (one cent) par value, to provide the Option Holder with an added incentive as an employee of the Company, hereby grants to the Option Holder, and the Option Holder hereby accepts, an option to purchase the number of such shares specified below, during a term ending at midnight (prevailing local time at the Company’s principal offices) on the expiration date of this Option specified below (“Option Period”), at the option exercise price specified below, which is the Fair Market Value per share of the Company common shares on the date of this Agreement, subject to and upon the following terms and conditions:
FORM OF WARRANTWarrant Agreement • May 19th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • Colorado
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2006 • Z Axis Corp • Services-motion picture & video tape production • Colorado
This INDEMNIFICATION AGREEMENT (the “Agreement”) made and entered into as of June 30, 2006, by and among Z-Axis Corporation, a Colorado corporation (the “Company”), Z-Axis, LLC, a Colorado limited liability company, and ___[Name of Officer or Director] (“Indemnitee”), and is acknowledged and consented to by TKH, LLC, a Colorado limited liability company (the “Purchaser LLC”), of which Messrs. Alan Treibitz and Raymond Hauschel, and Ms. Stephanie S. Kelso (collectively, the “Z-Axis Investor Group”) are the sole record and beneficial owners of Purchaser LLC.
AMENDMENT TO AMENDED AND RESTATED SECURED CONVERTIBLE TERM NOTE AND SECURED TERM NOTESecured Convertible Term Note Amendment • November 30th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
THIS AMENDMENT TO AMENDED AND RESTATED SECURED CONVERTIBLE TERM NOTE AND SECURED TERM NOTE (this “Amendment”) is entered into as of November 5, 2007 by and among Laurus Master Fund, Ltd. (“Laurus”), Valens U.S. SPV I, LLC (“Valens U.S.”), Valens Offshore SPV I, Ltd. (“Valens Offshore”) and PSource Structured Debt Limited (“PSource” and together with Laurus, Valens U.S. and Valens Offshore, the “Holders”), and Silicon Mountain Holdings, Inc. (“SM Holdings”), Silicon Mountain Memory, Incorporated (“Silicon Mountain”) and VCI Systems, Inc. (“VCI”). Laurus, Valens U.S., Valens Offshore, PSource, SM Holdings, Silicon Mountain and VCI are sometimes referred to individually as a “Party” and collectively as the “Parties.”
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • September 1st, 2006 • Z Axis Corp • Services-motion picture & video tape production • Colorado
DESCRIPTION OF EXISTING INDEBTEDNESS. AN ORIGINAL PROMISSORY NOTE DATED JUNE 2, 2003 IN THE PRINCIPAL AMOUNT OF $500,000.00, WITH AN ORIGINAL MATURITY DATE OF JULY 2, 2004 AND INCLUDING ANY AND ALL SUBSEQUENT EXTENSIONS AND MODIFICATIONS THEREFROM.
RE: Modification to Letter Agreement (Letter Agreement) dated July 2004 between Z-Axis Corporation (Borrower) and Colorado Business Bank (Bank) relating to a Promissory Note dated June 2, 2003 (Line Commitment)Modification to Letter Agreement • June 9th, 2006 • Z Axis Corp • Services-motion picture & video tape production
Please let this letter serve as evidence that, in consideration of reducing the above referenced Line Commitment from $500,000 to $250,000 and a fee of $1,000.00, Colorado Business Bank has revised Z-Axis Corporation’s minimum net worth requirement from $1,000,000.00 to $700,000.00. This change was retroactive as of 9/30/05, with Z-Axis in full compliance with the terms and conditions of the above referenced Letter Agreement as of 12/31/05. All other terms and conditions of the Letter Agreement remain unchanged.
March 14, 2008 Silicon Mountain Holdings, Inc. 4755 Walnut Street Boulder, Colorado 80301 Attention: Rudolph (Tré) A. Cates III Re: Overadvance Side LetterOveradvance Side Letter • March 20th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers
Reference is hereby made to that certain Security and Purchase Agreement dated as of September 25, 2006 by and among SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (“Parent”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“SMM”), VCI SYSTEMS, INC., a Colorado corporation (“VCI”, and together with Parent and SMM, the “Companies” and, each a “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Subject to satisfaction of the Overadvance Conditions (as defined below), Laurus is hereby notifying the Companies of its decision to exercise the discretion granted to it pursuant to Section 2(a)(ii) of the Security Agreement to make Loans to the Companies during the Period (as defined below) in excess of the Formula Amount on the date hereof (the “Overadvance”). Subject to sati
OMNIBUS AMENDMENTOmnibus Amendment • March 20th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
This OMNIBUS AMENDMENT (this “Amendment”), dated as of March 14, 2008, is entered into by and between SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (the “Parent”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“SMH”), VCI SYSTEMS, INC. a Colorado corporation (“VCI” and together with Parent and SMH, the “Companies” and, each a “Company”) LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), VALENS OFFSHORE SPV I, LTD., a Cayman Islands company (“Valens Offshore”), VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”) and PSOURCE STRUCTURED DEBT LIMITED, a Guernsey company (“Psource” and together with Laurus, Valens Offshore, and Valens U.S., the “Holders” and each a “Holder”) for the purpose of amending certain terms of (i) that certain Secured Revolving Note, dated as of September 25, 2006 issued by the Company to Laurus in the original principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (as amended, re
SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers • Colorado
The undersigned is investing in Silicon Mountain Holdings, Inc. (the “Company”) on the terms and conditions described in this Subscription Agreement (this “Subscription Agreement”). Pursuant to the terms described in this Subscription Agreement, at the offering price of $1.00 per share of the Company’s common stock, par value $.001 per share (the “Common Stock”), each investor is to receive one share of Common Stock (a “Share”) and a warrant to purchase one share of the Common Stock (a “Warrant”). The exercise price of the Warrant is $.01 per share of Common Stock, and the Warrant expires four years from the date hereof.
FORM OF COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 20th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
GUARANTYGuaranty • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”), Valens U.S. SPV I, LLC (“Valens U.S.”), Valens Offshore SPV I, Ltd. (“Valens Offshore”) and PSource Structured Debt Limited (“PSource” and, together with Laurus, Valens U.S., Valens Offshore, the “Purchasers” and each, a “Purchaser”) to or for the account of Silicon Mountain Memory, Incorporated, a Colorado corporation (the “SMM”) and VCI Systems, Inc., a Colorado corporation (“VCI” and together with SMM, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce each Purchaser, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as such Purchaser may deem advisable, each of the undersigned (and each of them if more than one, the liabi
ContractSecured Convertible Term Note • September 4th, 2007 • Silicon Mountain Holdings, Inc. • Electronic computers • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SILICON MOUNTAIN HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Re: Amended and Restated Overadvance Side LetterOveradvance Side Letter • May 19th, 2008 • Silicon Mountain Holdings, Inc. • Electronic computers
Reference is hereby made to that certain Security and Purchase Agreement dated as of September 25, 2006 by and among SILICON MOUNTAIN HOLDINGS, INC., a Colorado corporation (“Parent”), SILICON MOUNTAIN MEMORY, INCORPORATED, a Colorado corporation (“SMM”), VCI SYSTEMS, INC., a Colorado corporation (“VCI”, and together with Parent and SMM, the “Companies” and, each a “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, modified and/or supplemented from time to time, the “Security Agreement”). This Amended and Restated Overadvance Side Letter amends and restates in its entirety (and is given in substitution for and not in satisfaction of) that certain Overadvance Side Letter dated as of March 14, 2008 by and among each Company and Laurus (the “Original Overadvance Side Letter”). On September 28, 2007, Laurus, together with other affiliates of Laurus appointed LV Administrative Services, Inc. as administrative and collateral agent for Laurus and such affiliates (the “Agent” and
CHANGE IN TERMS AGREEMENTChange in Terms Agreement • August 14th, 2007 • Z Axis Corp • Electronic computers • Colorado
DESCRIPTION OF EXISTING INDEBTEDNESS. AN ORIGINAL PROMISSORY NOTE DATED JUNE 2, 2003 IN THE PRINCIPAL AMOUNT OF $500,000.00 WITH AN ORIGINAL MATURITY DATE OF JULY 2, 2004 AND INCLUDING ANY AND ALL SUBSEQUENT EXTENSIONS OR MODIFICATIONS THEREFROM.
