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EXHIBIT 10.14
AMENDMENT
TO
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
This Amendment, dated as of August 1, 1997 (the "Amendment"), to
Indemnification and Hold Harmless Agreement dated February 27, 1996 (the
"Agreement"), is entered into by and between Xxxxxx X. Xxxxx, an individual
resident of Iowa ("Xxxxx"), and Neural Applications Corporation, a Delaware
corporation (the "Company").
WHEREAS, the Company and Xxxxx are parties to the Agreement.
(Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Agreement.)
WHEREAS, the Company proposes to issue up to 120 Units, subject to
increase by not more than 60 additional Units (the "Units"), each consisting of
$50,000 principal amount of the Company's Senior Secured Debentures (the
"Debentures") and 6,553 shares of the Company's Convertible Series C Voting
Preferred Stock (the "Series C Stock"), at a purchase price of $100,000 per
Unit.
WHEREAS, Xxxxx, as a stockholder of the Company, will benefit from the
issuance and sale of the Units.
WHEREAS, the Placement Agent and the Financial Advisor to the Company
in connection with the issuance and sale of the Units have requested that Xxxxx
subordinate his rights under the Agreement to certain rights of the holders of
the Debentures, the Company's Convertible Series A Voting Preferred Stock (the
"Series A Stock"), the Company's Convertible Series B Voting Preferred Stock
(the "Series B Stock") and the Series C Stock.
WHEREAS, Xxxxx desires to subordinate his rights under the Agreement as
requested.
NOW THEREFORE, in consideration of the premises, the respective
covenants and commitments set forth in this Amendment, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and Xxxxx hereby agree that the Agreement shall be
amended as follows:
SECTION 1. MODIFIED PROVISIONS. The following provisions of the
Agreement shall be modified as described:
(a) All references to the "Line of Credit" in the Agreement
shall be amended to refer to the $6,000,000 line of credit with The
Northern Trust Company ("Northern Trust") as issued on June 18, 1997,
which line of credit
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will automatically renew for $3,000,000 with a maturity of September
30, 2002, conditioned upon the close of the sale of the minimum number
of Units offered, as such line of credit may be amended from time to
time.
(b) Section 4 of the Agreement is hereby amended by deleting
"April 1, 1997" and replacing it with "September 30, 2002."
SECTION 2. DELETED PROVISIONS. Sections 5, 6 and 7 of the Agreement
are hereby deleted.
SECTION 3. SUBORDINATION; LIQUIDATION OF COMPANY. Xxxxx hereby
acknowledges and agrees that his rights to under the Agreement shall in all
events be subordinated to the rights of the holders of the Debentures to receive
payments of principal and interest on the Debentures and shall also, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, be subordinated to the rights of the holders of the
Series A Stock, the Series B Stock and the Series C Stock to receive any and all
amounts due to such holders under the terms of each such series of stock upon
such liquidation, dissolution or winding up of the Company.
SECTION 4. OTHER PROVISIONS. Except as expressly amended hereby, the
Agreement is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date set forth in the first paragraph.
/S/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Neural Applications Corporation
By: /S/ Xxxxxx X. Xxxxxxx
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Name:
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Title:
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