EXHIBIT 4.10
THIRD MODIFICATION AGREEMENT
This THIRD MODIFICATION AGREEMENT (the "Agreement") is made as of Oct. 15,
2005, by and between PAID, INC., a Delaware corporation (the "Corporation") and
AUGUSTINE FUND, L.P. (the "Lender").
W1TNESSETH
R.1. On November 1, 2001 (the "Transaction Date), the Corporation and the
Lender entered into a Loan Agreement (the "Loan Agreement") pursuant to which
the Lender agreed to extend loans up to $1,000,000 in the form of a Convertible
Promissory Note (the "Note"). The Note is convertible into shares of the
Corporation's common stock, par value $.001 per share (the "Common Stock").
R.2. On May 21, 2002, the Corporation and Lender entered into a
Modification Agreement (the "Modification Agreement") to amend the Loan
Agreement, the Note, and the Registration Rights Agreement, including to
increase the principal loan amount from $1 million to $2 million.
R.3. On October 31, 2003, the Corporation and Lender entered into a Second
Modification Agreement to amend the Loan Agreement, the Note, and the
Registration Rights Agreement, including to increase the principal loan amount
from $2,000,000 to $2,250,000.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the Corporation and Lender hereby
agree as follows:
1. Recitals; Definitions. The recitals set forth above are true and
correct in every respect and are incorporated herein by reference. Any
capitalized terms contained herein not defined herein shall have the meaning
assigned to such term in the Loan Agreement, or if not defined in the Loan
Agreement, in the Note.
2. Amendment to Loan Agreement. The first three sentences of Section 2.4
of the Loan Agreement, as modified by the Modification Agreement, shall be
deleted in their entirety, and in lieu thereof, the Loan Agreement shall state
as follows:
"The outstanding principal amount of the Loans, and any interest accrued
but unpaid with respect to such advance, shall be payable in full on
November 7, 2006."
3. Amendment to Note.
a. The second and third sentences of the first paragraph of the
Note, as modified by the Modification Agreement, shall be
deleted in their entirety, and in lieu thereof, the Note shall
state as follows: "Subject to certain mandatory prepayment
requirements and other terms and conditions with respect to
prepayment, the Principal Sun and all accrued and unpaid
interest shall be payable in full on November 7, 2006 (the
"Maturity Date")."
b. The sixth paragraph of the Note shall be amended by deleting
any reference to "November 7, 2005", and replacing it with
"November 7, 2006."
4. Not a Novation. The Corporation and the Lender agree that this
Agreement shall not be construed as an agreement to extinguish the Corporation's
or Lender's original obligations under the
Note and other documents and shall not constitute a novation as to the
obligations of the Corporation or Lender under the Note.
5. Counterparts. This Agreement may be executed in any number of
counterparts, all of which when taken together shall constitute one Agreement.
6. Successors and Assigns. Whenever used herein, the words "Corporation"
and "Lender" shall be deemed to include their respective successors and assigns.
All words used herein shall be deemed to refer to the singular, plural,
masculine, feminine or neuter as the identity of the person or entity or the
context may require.
7. Termination. This Agreement shall not terminate unless and until Lender
represents in writing that it has no further rights to obtain Common Stock of
the Corporation under any agreement, or to convert any outstanding indebtedness
into shares of Common Stock of the Corporation, and until Lender does not
beneficially own any shares of Common Stock of the Corporation.
IN WITNESS WHEREOF, the Corporation and the Lender have caused this
Agreement to be executed as of the date first above written.
PAID, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Chief Executive Officer
AUGUSTINE FUND, L.P.
By: Augustine Capital Management, LLC,
General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
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