Exhibit 10.6
July 13, 2007
RPM Technologies, Inc.
0000 Xxxx 000xx Xxxxxx, Xxxxx X
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxx
Re: Restricted Account: Account Number 000-000-0000,
Account Name: RPM Technologies, Inc., maintained at North Fork Bank
(the "Restricted Account").
Reference is made to (i) that certain Securities Purchase Agreement, dated as of
June 19, 2006 (as amended, modified or supplemented from time to time, the "June
Purchase Agreement"), by and between RPM Technologies, Inc., a Delaware
corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser"),
(ii) that certain Securities Purchase Agreement, dated as of July 13, 2007 (as
amended, modified or supplemented from time to time, the "July Purchase
Agreement"; and together with the June Purchase Agreement, the "Purchase
Agreements" and each a "Purchase Agreement"), by and between the Company and the
Purchaser and (iii) that certain Restricted Account Agreement, dated as of July
13, 2007 (as amended, modified or supplemented from time to time, the
"Restricted Account Agreement"), by and among the Company, Laurus and North Fork
Bank (the "Bank"). Capitalized terms used but not defined herein shall have the
meanings ascribed them in each Purchase Agreement or the Restricted Account
Agreement, as applicable. Pursuant to the Section 3.2 of the July Purchase
Agreement, the Company is required to place $679,059.50 in the Restricted
Account, and, subject to the provisions of this letter, the July Purchase
Agreement and any Related Agreement (as defined in the July Purchase Agreement),
maintain such amount in the Restricted Account.
The Purchaser and the Company desire to clarify certain aspects regarding the
use of funds contained in the Restricted Account, and for good consideration,
the receipt and sufficiency of which is here acknowledged, the Company and the
Purchaser agree that:
(a) the Purchaser shall deliver a Release Notice to the Bank to pay outstanding
obligations owing by the Company to the Purchaser (the "Obligations") under
either Purchase Agreement and/or any of the "Related Agreements" as defined in
each such Purchase Agreement, including, without limitation, the Secured Term
Note dated as of June 19, 2006 (the "June Note") made by the Company in favor of
the Purchaser in the aggregate principal amount of Three Million Dollars
($3,000,000) and/or the Secured Term Note dated as of July 13, 2007 made by the
Company in favor of the Purchaser in the original principal amount of Seven
Hundred Ten Thousand Dollars ($710,000) (the "Documents"), to the extent such
Obligations are then due and owing and are not otherwise paid in full to the
Purchaser by the Company; and
(b) following the indefeasible payment in full of all Obligations and
irrevocable termination of the Documents, the Purchaser shall promptly
thereafter deliver a Release Notice to the Bank directing the Bank to remit any
funds remaining on deposit in the Restricted Account to the Company (or as
otherwise may be directed by a court of competent jurisdiction).
This letter may not be amended or waived except by an instrument in writing
signed by the Company and the Purchaser. This letter may be executed in any
number of counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one agreement. Delivery of an executed
signature page of this letter by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof or thereof, as the case may
be. This letter shall be governed by, and construed in accordance with, the
laws of the State of New York. This letter sets forth the entire agreement
between the parties hereto as to the matters set forth herein and supersede all
prior communications, written or oral, with respect to the matters herein.
If the foregoing meets with your approval please signify your acceptance of the
terms hereof by signing below.
Signed,
LAURUS MASTER FUND, LTD.
By: /s/ XXXXXX GRIN
-----------------------
Name: Xxxxxx Grin
Title: Director
Agreed and Accepted this 13th day of July, 2007.
RPM TECHNOLOGIES, INC.
By: /s/ XXXXX XXXX
-----------------------
Name: Xxxxx Xxxx
Title: CEO
