AMENDMENT AGREEMENT
Execution
Copy
This
Amendment Agreement, dated as of April __, 2010 (this “Agreement”),
is by and between INTEGRAL VISION, INC., a Michigan corporation
(the “Company”),
and each person or entity that is named on Schedule A
hereto. Each such person or entity, together with its successors and
permitted assigns, is referred to herein as an “Investor”,
and all such persons and entities, together with their respective successors and
permitted assigns, are collectively referred to herein as the “Investors”.
Each of
the Investors is the holder of a warrant dated as of September 15, 2008, as
identified on Schedule A
(each, a “Warrant”
and, collectively, the “Warrants”). The
Parties wish to amend the Warrants.
In
consideration of the mutual covenants made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Amendment of
Warrants.
1.1 As
of the date of this Agreement, paragraph 6(c) of each of the Warrants shall be
deemed amended by the insertion of the following sentence at the end of such
Warrant:
Upon a
reverse stock split, stock combination or similar transaction that results in a
decrease in the number of outstanding shares of the Company’s capital stock, the
number of shares of Common Stock for which this Warrant is exercisable shall
also be proportionately reduced so that the percentage of the Company’s
outstanding capital stock for which this Warrant is exercisable will remain
unchanged.
1.2 Except
as amended hereby, each Warrant shall continue in full force and effect in
accordance with its terms.
2. Representations of the
Company. The Company hereby represents and warrants to each Investor that
(i) the Company has the requisite corporate power and authority to enter into
this Agreement and to amend the Warrants as described herein; and (ii) this
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to (a)
applicable bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or other similar laws of general application relating to or
affecting the enforcement of creditors’ rights generally and (b) general
principles of equity.
3. Representations of Each
Investor. Each Investor hereby represents and warrants to the Company
that this Agreement constitutes such Investor’s valid and legally binding
obligation, enforceable in accordance with its terms, subject to (a) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws of general application relating to or affecting the enforcement of
creditors’ rights generally and (b) general principles of
equity.
4. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties.
5. Governing
Law. This Agreement shall be governed by and construed under
the laws of the State of New York applicable to contracts made and to be
performed entirely within the State of New York.
6. Notices. Any notice,
demand or request given by the Company or the Investor concerning this Agreement
shall be in writing and shall be deemed delivered (i) when delivered personally
or by verifiable facsimile transmission, unless such delivery is made on a day
that is not a Business Day, or after 5:00 p.m. (eastern time) on a Business Day,
in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:
If to the
Company:
Integral
Vision, Inc.
00000
Xxxxx Xxxx Xxxxx
Xxxxx,
Xxxxxxxx 00000
Attn: Xxxx
X. Xxxxx, President
Tel: (000)
000-0000 x000
Fax: (000)
000-0000
With a copy (which shall not constitute
notice) to:
Xxxxxx
Song & Xxxxxxx LLP
000 Xxxxx
Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxx
X. Song, Esq.
Tel: 000-000-0000
Fax: 000-000-0000
and if to
any Investor, to such address for such Investor as shall appear next to such
Investor’s name on Schedule A
hereto, or as shall be designated by such Investor in writing to the Company in
accordance with this Section
6.
7. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. This Agreement may be executed and delivered by facsimile
transmission or email of an electronic file.
2
8. Entire Agreement;
Amendments. This Agreement constitutes the entire agreement
between the parties with regard to the subject matter hereof and thereof,
superseding all prior agreements or understandings, whether written or oral,
between or among the parties. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended except pursuant to a
written instrument executed by the Company and each Investor. Any waiver or
consent given by a party shall be in writing and shall be effective only in the
specific instance and for the specific purpose for which given.
[Signature Page to
Follow]
3
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.
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INTEGRAL
VISION, INC.
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By:
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Name:
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Title:
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BONANZA
MASTER FUND LTD.
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By:
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Name: Xxxxx
Xxxxx
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Title: Managing
Director
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4
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.
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INTEGRAL
VISION, INC.
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By:
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Name:
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Title:
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SRB
GREENWAY OPPORTUNITY FUND, L.P.
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By:
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SRB
Management, L.P., General Partner
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By:
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BC
Advisors, L.L.C., General Partner
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By:
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Name: Xxxxxx
X. Xxxxxx
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Title: Member
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SRB
GREENWAY OPPORTUNITY FUND (QP), L.P.
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By:
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SRB
Management, L.P., General Partner
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By:
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BC
Advisors, L.L.C., General Partner
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By:
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Name: Xxxxxx
X. Xxxxxx
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Title: Member
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5
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.
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INTEGRAL
VISION, INC.
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By:
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Name:
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Title:
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XXXXXXX
FAMILY TRUST
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By:
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Name: Xxxxxxx
X. Xxxxxxx
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Title:
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6
Schedule
A
SCHEDULE
OF INVESTORS
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Investor
Name
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Address for Notices
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Jurisdiction of
Residence
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Number of
Warrant Shares
in Warrant
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|||
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Bonanza
Master Fund Ltd.
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000
Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx,
XX 00000
Attention:
Xxxxx Xxxxx
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3,000,000
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||||
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SRB
Greenway Opportunity Fund, L.P.
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000
Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx,
XX 00000
Attention:
Xxx Xxxxxxx
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42,600
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||||
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SRB
Greenway Opportunity Fund (QP), L.P.
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000
Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx,
XX 00000
Attention:
Xxx Xxxxxxx
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305,150
and
27,250
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||||
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Xxxxxxx
Family Trust
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0000
Xxxxxxxxx Xxxxx
Xxxxxxx
Xxx, XX 00000
Attention:
Xxxxxxx X. Xxxxxxx
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25,000
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7
Execution
Copy
This
Amendment Agreement, dated as of April __, 2010 (this “Agreement”),
is by and between INTEGRAL VISION, INC., a Michigan corporation
(the “Company”),
and each person or entity that is named on Schedule A
hereto. Each such person or entity, together with its successors and
permitted assigns, is referred to herein as an “Investor”,
and all such persons and entities, together with their respective successors and
permitted assigns, are collectively referred to herein as the “Investors”.
Each of
the Investors is the holder of a warrant dated as of September 15, 2008, as
identified on Schedule A
(each, a “Warrant”
and, collectively, the “Warrants”). The
Parties wish to amend the Warrants.
In
consideration of the mutual covenants made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Amendment of
Warrants.
1.1 As
of the date of this Agreement, paragraph 5(c) of each of the Warrants shall be
deemed amended by the insertion of the following sentence at the end of such
Warrant:
Upon a
reverse stock split, stock combination or similar transaction that results in a
decrease in the number of outstanding shares of the Company’s capital stock, the
number of shares of Common Stock for which this Warrant is exercisable shall
also be proportionately reduced so that the percentage of the Company’s
outstanding capital stock for which this Warrant is exercisable will remain
unchanged.
1.2 Except
as amended hereby, each Warrant shall continue in full force and effect in
accordance with its terms.
2. Representations of the
Company. The Company hereby represents and warrants to each Investor that
(i) the Company has the requisite corporate power and authority to enter into
this Agreement and to amend the Warrants as described herein; and (ii) this
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to (a)
applicable bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or other similar laws of general application relating to or
affecting the enforcement of creditors’ rights generally and (b) general
principles of equity.
3. Representations of Each
Investor. Each Investor hereby represents and warrants to the Company
that this Agreement constitutes such Investor’s valid and legally binding
obligation, enforceable in accordance with its terms, subject to (a) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws of general application relating to or affecting the enforcement of
creditors’ rights generally and (b) general principles of
equity.
8
4. Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties.
5. Governing
Law. This Agreement shall be governed by and construed under
the laws of the State of New York applicable to contracts made and to be
performed entirely within the State of New York.
6. Notices. Any notice,
demand or request given by the Company or the Investor concerning this Agreement
shall be in writing and shall be deemed delivered (i) when delivered personally
or by verifiable facsimile transmission, unless such delivery is made on a day
that is not a Business Day, or after 5:00 p.m. (eastern time) on a Business Day,
in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:
If to the
Company:
Integral
Vision, Inc.
00000
Xxxxx Xxxx Xxxxx
Xxxxx,
Xxxxxxxx 00000
Attn: Xxxx
X. Xxxxx, President
Tel: (000)
000-0000 x000
Fax: (000)
000-0000
With a copy (which shall not constitute
notice) to:
Xxxxxx
Song & Xxxxxxx LLP
000 Xxxxx
Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn: Xxxxx
X. Song, Esq.
Tel: 000-000-0000
Fax: 000-000-0000
and if to
any Investor, to such address for such Investor as shall appear next to such
Investor’s name on Schedule A
hereto, or as shall be designated by such Investor in writing to the Company in
accordance with this Section
6.
7. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. This Agreement may be executed and delivered by facsimile
transmission or email of an electronic file.
9
8. Entire Agreement;
Amendments. This Agreement constitutes the entire agreement
between the parties with regard to the subject matter hereof and thereof,
superseding all prior agreements or understandings, whether written or oral,
between or among the parties. Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended except pursuant to a
written instrument executed by the Company and each Investor. Any waiver or
consent given by a party shall be in writing and shall be effective only in the
specific instance and for the specific purpose for which given.
[Signature Page to
Follow]
10
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.
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INTEGRAL
VISION, INC.
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By:
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Name:
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Title:
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SPECIAL
SITUATIONS CAYMAN FUND, L.P.
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By:
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Name: Xxxxx
Greenhouse
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Title: General
Partner
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SPECIAL
SITUATIONS PRIVATE EQUITY FUND, L.P.
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By:
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Name: Xxxxx
Greenhouse
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Title: General
Partner
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SPECIAL
SITUATIONS TECHNOLOGY FUND, L.P.
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By:
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Name: Xxxxx
Greenhouse
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Title: General
Partner
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SPECIAL
SITUATIONS TECHNOLOGY FUND II, L.P.
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By:
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Name: Xxxxx
Greenhouse
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Title: General
Partner
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11
Schedule
A
SCHEDULE
OF INVESTORS
|
Investor
Name
|
Address for Notices
|
Jurisdiction of
Residence
|
Number of
Warrant Shares
in Warrant
|
|||
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Special
Situations Cayman Fund, L.P.
|
000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Attention:
Xxxxxxxx Xxxxx
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Delaware
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681,081
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|||
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Special
Situations Private Equity Fund, L.P.
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000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Attention:
Xxxxxxxx Xxxxx
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Delaware
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1,459,459
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|||
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Special
Situations Technology Fund, L.P.
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000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Attention:
Xxxxxxxx Xxxxx
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Delaware
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204,325
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|||
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Special
Situations Technology Fund II, L.P.
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000
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, XX 00000
Attention:
Xxxxxxxx Xxxxx
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Delaware
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1,255,135
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12
