FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTES
FIRST
AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTES
This
Amendment to Senior Secured Convertible Promissory Notes, dated as of May 7,
2007 (this “Amendment”),
is
made with respect to the February 13, 2006 Senior Secured Convertible Note
and
Warrant Purchase Agreement by and among LaserLock Technologies, Inc., a Nevada
corporation (“Borrower”),
and
the purchasers of Borrower’s Senior Secured Convertible Promissory Notes in the
aggregate original principal amount of $800,000 party thereto (collectively,
the
“Lenders”),
as
the same may be amended, supplemented, modified or restated from time to time
(as hereafter amended, supplemented or otherwise modified, the “Credit
Agreement”).
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.
BACKGROUND:
WHEREAS,
Borrower has requested that the Lenders extend the Maturity Date (as defined
in
the Notes issued to each Lender under the Credit Agreement) to August 31, 2008,
and waive any payment defaults under the Credit Agreement or the other Financing
Documents existing as a of the date hereof;
WHEREAS,
in consideration of the foregoing, among other things, Borrower and the Lenders
desire to increase the Interest Rate (as defined in the Notes issued to each
Lender under the Credit Agreement) to 12% during such extended term of the
Notes;
WHEREAS,
under the provisions contained of the Notes, the Credit Agreement and the other
Financing Documents, the Notes may be amended only with the written consent
of
the Company and the holders of a majority of the outstanding principal amount
of
the Notes; and
WHEREAS,
the Company and the Lenders holding the requisite principal amount of Notes
have
executed and delivered this Amendment which shall amend all Notes outstanding
as
of the date hereof upon the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and
benefits to be derived herefrom, it is hereby agreed between the undersigned
Lenders and Borrower as follows:
1. Amendment.
The
“Maturity Date” of each Note is hereby extended to August 31, 2008, and all
references in any of the Financing Documents to the Maturity Date of the Notes
are hereby amended accordingly. Each Note is hereby amended such that, during
the period from the date that is twelve months after the date of each Note
through the Maturity Date (as amended in accordance with the foregoing
sentence), interest shall accrue on the unpaid balance of the principal amount
of the Note from time to time at the rate of twelve percent (12.0%) per annum
(computed in either event on the basis of a 360 day year and the actual number
of days elapsed), and all references in any of the Financing Documents to the
term “Interest Rate” are hereby amended accordingly.
2. Waiver.
In
connection with the forgoing amendment, the undersigned Lenders hereby waive
any
payment defaults existing as of the date hereof under the Credit Agreement
or
the other Financing Documents.
3. Ratification:
Except
as provided herein, all terms and conditions, representations and warranties,
and other provisions of the Credit Agreement and of the other Financing
Documents shall remain in full force and effect.
4. Miscellaneous:
(a) This
Amendment may be executed in several counterparts and by each party on a
separate counterpart, each of which when so executed and delivered shall be
an
original, and all of which together shall constitute one agreement.
(b) This
Amendment expresses the entire understanding of the parties with respect to
the
transactions contemplated hereby. No prior negotiations or discussions shall
limit, modify, or otherwise affect the provisions hereof.
(c) Any
determination that any provision of this Amendment or any application hereof
is
invalid, illegal, or unenforceable in any respect and in any instance shall
not
affect the validity, legality, or enforceability of such provision in any other
instance, or the validity, legality, or enforceability of any other provision
of
this Agreement.
(d) Borrower
shall execute and deliver to the Lenders whatever additional documents,
instruments, and agreements that the Lenders may require in order to give effect
to, and implement the terms and conditions of this Agreement.
IN
WITNESS WHEREOF, the Borrower and the undersigned Lenders, constituting the
Lenders holding at least a majority of the outstanding principal amount of
the
Notes, acting through their respective authorized officers (as applicable),
have
caused this Amendment to be duly executed and delivered as of the date first
above written.
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BORROWER:
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LASERLOCK
TECHNOLOGIES, INC.,
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a
Nevada corporation
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By:
/s/ XXXXXX
XXXXXXX
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Name:
Xxxxxx Xxxxxxx
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Title:
President and Chief Executive
Officer
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2
LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
XXXXXX
XXXXXXXXX TRUST
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By:
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/s/
XXXXX XXXXXXXXX
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Name:
Xxxxx Xxxxxxxxx
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Title:
Trustee
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LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
PFK
ACQUISITION GROUP II, LLC
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By:
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/s/
XXXXX X. XXXXXX
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Name:
Xxxxx X. Xxxxxx
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Title:
Manager
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LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
NOB
HILL
CAPITAL PARTNERS, LP
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By:
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/s/
XXXXXXX X. XXXXXX
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Name:
Xxxxxxx X. Xxxxxx
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Title:
General Partner
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LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
NOB
HILL
CAPITAL ASSOCIATES, LP
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By:
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/s/
XXXXXXX X. XXXXXX
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Name:
Xxxxxxx X. Xxxxxx
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Title:
General Partner
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LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
NICOLETTE
CONSULTING GROUP LIMITED
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By:
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/s/
XXXXXX X. XXXXXXXXX
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
President
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LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
REAL
PATH, INC.
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By:
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/s/
XXXXXX XXXXXX
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Name:
Xxxxxx Xxxxxx
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Title:
Executive Vice President
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LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
/s/
XXXXXX XXXXXXXX
Xxxxxx
Xxxxxxxx
LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
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/s/
XXXXXX X. XXXXXXX, III
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Xxxxxx
X. Xxxxxxx, III
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LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
XXXXXXXX
FAMILY TRUST, DATED 8/12/93
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By:
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/s/
XXXXXX XXXXXXXX
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Name:
Xxxxxx Xxxxxxxx
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Title:
Trustee
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LASERLOCK
TECHNOLOGIES, INC.
Counterpart
Signature Page
to
First
Amendment to Senior Secured Convertible Promissory Notes
LENDER:
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/s/
XXXXXXXX XXXXXXXXX
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Xxxxxxxx
Xxxxxxxxx
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