April 22, 2008
EXHIBIT 10.4
April 22,
2008
AirWorks
Funding LLLP
000
Xxxxxxx Xxxxxx
00xx
Xxxxx
Xxx Xxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxxxxx
Hilltop Holding Company, LP
x/x XXXX Xxxxxxx XXX
Xxx Xxxx,
XX 00000
Attn:
Xxxx Xxxxxx
Dear
Messrs. Xxxxxxx and Silver:
This
Letter Agreement is made by and among
Kronos Advanced Technologies, Inc., a Nevada Company (“Kronos”), AirWorks Funding
LLLP, a Georgia limited liability limited partnership (“Airworks”) and Hilltop Holding Company, LP, a Delaware
limited partnership (“Hilltop”, and together with Airworks, the “Lenders”).
On June
19, 2007, pursuant to a Funding Agreement by and among Kronos, Airworks and RS Properties I LLC (“RS Properties”), Kronos issued certain secured convertible
promissory notes in the aggregate amount of
up to $17,300,000. Subsequently, RS
Properties assigned to Hilltop its promissory note in the amount of $6,480,000,
together with certain other rights and agreements relating thereto, including,
without limitation, its rights and obligations under the Funding
Agreement.
The
parties hereby agree to amend the Funding Agreement Section 5.15, as follows:
“5.15 Conversion Limitation. Notwithstanding
anything to the contrary contained herein, in the Airworks Note or in the RS
Properties Note, prior to June 30, 2008. Airworks and RS Properties may not convert any
outstanding principal amount of the Airworks Note
or the RS Properties Note, or any accrued and unpaid interest
thereon, to the extent such conversion
would require Borrower to issue shares of
Common Stock in excess of Borrower’s
authorized and unissued shares of Common Stock.”
This
Letter Agreement shall be deemed a modification of the Funding
Agreement. The Funding Agreement was amended by adding a new Section 5.15 in a Side Letter Agreement dated September 13,
2007. Except as specifically modified
hereby, the Funding Agreement shall be deemed controlling and
effective. This Letter Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the parties have executed this Letter Agreement as of the date
set forth above.
KRONOS
Kronos
Advanced Technologies, Inc.
By:_________________________
Xxxxxx X.
Xxxxxx
President
and CEO
LENDERS
AirWorks
Funding LLLP
By:
__________________________
Xxxxxxx
Xxxxxxx
Hilltop Holding Company, LP
By:
__________________________
Xxxx Xxxxxx
