April 26, 2006
EXHIBIT
10.5
| April 26, 2006 |
Xx.
Xxxxxx X. Xxxxxx
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Dear
Xx.
Xxxxxx:
Reference
is hereby made to that letter agreement (as amended hereby, the “Agreement”)
dated April 21, 2006 between Radcliffe SPC, Ltd., for and on behalf of the
Class
A Convertible Crossover Segregated Portfolio, and Medis Technologies Ltd.
(“Medis”), pursuant to which we have agreed to exchange (the “Exchange”) an
aggregate of $800,000 face value amount of Medis’ 6% senior convertible notes
due July 15, 2010 (the “Notes”) for an aggregate of 50,643 shares of Medis
common stock (the “Shares”). Of such Shares, an aggregate of (i) 46,243 Shares
shall be freely tradable (and of which 534 Shares shall be delivered upon
issuance to XxXxxxx Securities Co. L.P.) and (ii) 4,400 Shares shall be
restricted, which Medis agrees to register as soon as possible.
The
Notes
were issued under that Indenture dated as of July 26, 2005 by and between Medis
and Wachovia Bank, National Association (the “Indenture”).
We
represent and warrant to you that (i) we are the record and beneficial holder
of
the Notes, (ii) we have full authority and capacity to execute, deliver and
perform the Agreement, and to bind and obligate the Funds hereunder, (iii)
we
have received all consents or approvals of or have given proper notice to any
person or authority required in order for us to execute, deliver and perform
the
Agreement, (iv) the Agreement is a legal, valid and binding agreement of ours,
enforceable against us in accordance with its terms, (v) we own the Notes free
and clear of all liens, charges and encumbrances, and upon the consummation
of
the Exchange, Medis will own the Notes free and clear of all liens, charges
and
encumbrances and (vi) we are acquiring the Shares for our own account for
investment purposes only and not with a present view to the resale or
distribution of the Shares.
Additionally,
we hereby (i) waive any and all terms, conditions and covenants under the
Indenture insofar as any of them may prohibit entering into or consummating
the
Exchange, (ii) waive any cause of action we may have against Wachovia Bank,
National Association, as Trustee under the Indenture governing the Notes (the
“Trustee”) in connection with the Exchange and (iii) authorize and direct the
Trustee to consummate the Exchange.
[Remainder
of Page Intentionally Left Blank; Signature Page Follows in
Counterparts]
| Sincerely yours, | ||
|
Radcliffe
SPC, Ltd., for and on behalf of the
Class
A Convertible Crossover Segregated
Portfolio
|
||
| |
|
|
| By: | /s/ | |
|
Name: |
||
| Title: | ||
Agreed
to
and Accepted
As
of the
Date Hereof:
By:
/s/
Name:
Xxxxxx X. Xxxxxx
Title:
Chairman and CEO
