BriDGEline Digital, inc. First amendment to Security AGREEMENT
exhibit 10.4
First amendment to
This First Amendment to the Security Agreement, dated as of November 6, 2013 (the “Amendment”), amends the Security Agreement, dated as of September 30, 2013, made by Bridgeline Digital, Inc., a Delaware corporation (the “Borrower”), in favor of Taglich Brothers, Inc., a New York corporation, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the lenders listed on Schedule 1 attached thereto (the “Lenders”) (the “Security Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Security Agreement.
WHEREAS, the Borrower and Investors party to the Purchase Agreement on September 30, 2013 have approved an increase in the amount offered under the Borrower’s convertible note financing from a maximum offering of $2,000,000 in original principal amount to a maximum offering of $3,000,000 in original principal amount;
WHEREAS, Section 13 of the Security Agreement provides that the Security Agreement may not be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Borrower and the Collateral Agent; and
WHEREAS, the Borrower and Collateral Agent desire to amend the Security Agreement to reflect such increase.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree that the Security Agreement is amended as follows:
1. Amendment to Schedule 1. That Schedule 1 to the Security Agreement be amended to include the New Investors.
2. Amendment to Definitions. That the first sentence in Section 1 of the Security Agreement be amended and restated with the following: All terms used in this Agreement which are defined in the Note Purchase Agreement, dated September 30, 2013, by and among the Borrower, the Collateral Agent and the Investors, as amended (the “Purchase Agreement”), the Notes or in Articles 8 or 9 of the Code, and which are not otherwise defined herein shall have the same meanings herein as set forth therein.
3. No Other Amendments. Except as expressly provided in this Amendment, all of the terms and conditions of the Security Agreement remain in full force and effect.
4. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Amendment may also be executed via facsimile or by e-mail delivery of a “.pdf” format data file, which shall be deemed an original.
IN WITNESS WHEREOF, the Borrower has caused this Amendment to be duly executed and delivered in favor of the Collateral Agent on behalf of the Lenders.
|
|
BORROWER:
By:/s/Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer |
ACCEPTED BY:
TAGLICH BROTHERS, INC., as Collateral Agent
By: /s/Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
Schedule 1
New Investors
XXXXXX XXXXXXXX & XXXXXXXX XXXXXXXX JTWROS
XXXXXXX X XXXXXXX TRUST U A/D 12-23-96 XXXXXXX X XXXXXXX TTEE
XXXXX X XXXXXXXXX
XXXXXX X XXXXXXXX XXXXXXX X XXXXXXXX COMM PROP WROS
XXXXXXX X XXXXXXX
XXXXXX X XXXXXXX
XX XXXXXXX X XXXXXXX & XXXXXXX METS XXXXXXX JTWROS
XXXXXX W MAIN TTEE UNDER THE XXXXXX W MAIN TRUST DTD 9/7/05
XXXXXXX X XXXXXXX & XXXXXXX XXXXXXX JTWROS
XXXXXXX XXXXXX XXX DTD 4/20/04
BIG RED INVESTMENTS PARTNERSHIP LTD
XXXX HOLDING INC
XXXXX XXXXXX
XXXX XXXXXX
XXXXX XXXXXX
XXXX X XXXXXXXXX
XXXX X XXXXXXX REVOCABLE LIVING TRUST UAD 10/19/12 XXXX X XXXXXXX TTEE
XXXXXXX X XXXXXX
XXXXXX X XXXX
