CONSENT TO MODIFICATIONS
This Consent to Modifications, dated
September 16, 2009, is given and agreed to by the “Purchasers” under the Fifth
Amended and Restated Note and Warrant Purchase Agreement by and among the
Purchasers, Integral Vision, Inc., a Michigan corporation (the "Company"), and
X. X. Xxxxxx Law
Offices, P.C., as Agent.
Factual
Statements
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A.
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The
undersigned is a Purchaser under the Fifth Amended and Restated Note and
Warrant Purchase Agreement (as modified December 15, 2008, January 28,
2009, June 10, 2009, and June 23, 2009), dated effective as of the date of
execution by such Purchaser, for the purchase of the Notes and Warrants of
the Company (the “Purchase
Agreement”).
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B.
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The
Company needs to raise additional funds to keep
operating. Prospective investors have requested terms for their
potential investments that require certain portions of the Purchase
Agreement be modified. The parties to this Purchase Agreement
wish to modify certain portions of the Fifth Amended and Restated Note and
Warrant Purchase Agreement to accommodate said prospective investors,
which shall be accomplished by attaching said changes to the Purchase
Agreement in the form of an addendum to the Purchase
Agreement.
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Agreement
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1.
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Modifications. The
undersigned agree to the modifications to the Purchase Agreement as
follows:
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Section
1. b.: In the portion of said
section stating, “As used herein, “Note” or "Notes" means either “Class 2
Notes” or “Class 3 Notes” in a total aggregate amount outstanding at any time
not to exceed $8,000,000” shall be modified to read, “As used herein, “Note” or
"Notes" means either “Class 2 Notes” or “Class 3 Notes” in a total aggregate
amount outstanding at any time not to exceed $10,000,000.”
Section
8.10.: Limitations of future Common Stock issuances. The
following shall replace the current section in its entirety:
1
Issue any
security which commits it to issue or potentially to issue Common Stock in
excess of the limit of authorized shares outstanding at the time of the issuance
of any such security excepting securities which are Notes
or Warrants.
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2.
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Voluntary and Informed
Execution. THE PARTIES ACKNOWLEDGE THAT THEY HAVE HAD AN
OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL WITH RESPECT TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT THE MODIFICATIONS SET
FORTH HEREIN WERE KNOWINGLY AND VOLUNTARILY
MADE.
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3.
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Effective
Date. This agreement shall be effective on the date that
the majority of the holders of the Notes and Shares currently outstanding
under said Purchase Agreement, the Company (as authorized by its Board of
Directors), and the Agent have signed this Consent to
Modification.
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Signed:
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Integral
Vision, Inc.
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Xxxxxxx
X. Xxxxx
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Chairman
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X.X.
Xxxxxx Law Offices, P.C.
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X.
Xxxxxxx
Xxxxxx
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