LOAN EXTENSION AGREEMENT
EXHIBIT
99.1
This
Loan
Extension Agreement is dated as of this 30th day of June 2008, by and between
ASI
Technology Corporation,
a
Nevada Corporation with a place of business at 000 Xxxxxxxx Xxxxxxx Xx., Xxx.
000, Xxxxxxxxx, Xxxxxx, 00000 (the “Lender”), X.Xxxxxxx
Corporation,
a
Delaware corporation with an office at 00000 Xxxx Xxxxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxxxx, 00000 (the “Borrower”), in consideration of the mutual covenants
contained herein and the benefits to be derived herefrom.
W
I T N E S S E T H:
WHEREAS,
the
Lender and the Borrower have entered into a certain loan arrangement (the “Loan
Arrangement”), which Loan Arrangement is evidenced by, among other documents and
instruments, a certain Promissory Note dated as of December 23, 2007 made by
the
Borrower payable to the Lender in the original principal amount of $450,000.00
(the “Note”); and
WHEREAS,
the
Borrower has requested that the Lender extend the maturity date of the Note
as
set forth herein and the Lender has agreed to do so upon the terms and
conditions set forth herein.
NOW,
THEREFORE,
it is
agreed by and between the Lender and the Borrower as follows:
1.
The Lender and the Borrower hereby agree that the maturity date of the Note
is
extended until December 23, 2008. Until the Maturity Date, the
Borrower shall continue to pay, as and when due, all unpaid interest required
pursuant to the terms of the Loan Agreement and the Note.
2.
The Borrower acknowledges and agrees that, as of the date herein, the
outstanding principal balance due under the Note is $400,000.00.
3.
Upon the execution hereof, the Borrower shall pay to the Lender an extension
fee
of $4,000.00, in addition to all fees and expenses incurred by the Lender in
connection with the Loan Arrangement. The Borrower may pay the extension fee
by
delivery of 40,404 restricted shares (“Restricted
Shares”)
of the
common stock, $.001 par value of the Borrower with a deemed value of $.099
per
share (which is the average closing price of the common stock for the five
trading days immediately preceding the date hereof).
4.
Provided no Default or Event of Default shall then be in existence, the Lender
shall extend the Maturity Date for an additional period through December 23,
2008, upon the satisfaction of the following conditions:
1
4.1
Payment by the Borrower of an extension fee equal to 100 basis points of the
outstanding balance of the Note as of June 30, 2008; and
4.2
The Borrower provides written notice to the Lender of its request for an
extension of the Maturity Date no later than June 30, 2008.
6.
The Borrower acknowledges and agrees that any and all collateral granted by
the
Borrower or any other party to secure the obligations of the Borrower under
the
Note and the Loan Agreement shall remain in full force and effect and shall
continue to secure the obligations of the Borrower to the Lender.
7.
It is intended that this Extension Agreement take effect as an instrument under
the seal of the laws of the State of Nevada. This Extension Agreement
constitutes the entire agreement of the parties with respect to the matters
set
forth herein and shall not be modified by any prior oral or written
discussions.
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X.Xxxxxxx,
a Delaware corporation
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By:
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/s/
XXXXXXX XXXXXXXX
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Name:
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Xxxxxxx
Xxxxxxxx
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Title:
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President
and CTO
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ASI
Technology Corporation, a Nevada Corporation
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By:
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/s/
XXXXX X. XXXXX
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Xxxxx
X. Xxxxx
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Chairman
of the Board
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ACKNOWLEDGED,
CONSENTED TO AND AGREED:
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X.Xxxxxxx,
a Delaware corporation
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By:
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/s/
XXXXXXX XXXXXXXX
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Name:
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Xxxxxxx
Xxxxxxx
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Title
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President
and CTO
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By:
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/s/
XXXXXX XXXXXX
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Name:
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Xxxxxx
Xxxxxx
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Title:
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Senior
Vice President
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