Exhibit 10.3
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Amendment to Financing and Loan Agreement between NetFabric and Macrocom, dated
December 2, 2004
NETFABRIC CORPORATION
00 XXXXXXX XXXX, XXXXXXXX X, XXXXX 000
XXXXXXXXXX, XX 00000
December 2, 2004
Xxxxxxx Xxxxxx
Macrocom Investors, LLC
0000 Xxxx Xxxxxx
Xxx Xxxx, XX 1002
Dear Xxxxxxx:
This letter will set forth our agreement today with respect to amending the
Financing Agreement dated July 22, 2004 and the Loan Agreement dated October 14,
2004 between NetFabric and Macrocom ("Agreements").
We have agreed that both paragraph 5 of the Financing Agreement and paragraph 5
of the Loan Agreement will be amended in their entirety to read:
"Stock Purchase. On the date of the closing of the Share Exchange,
Macrocom shall purchase 1,000,000 shares of restricted Post-Closing
Stock of the Company for $500,000. This amount will be placed in escrow
with Xxxxxxx Xxxxxx acting as the escrow agent on behalf of Macrocom in
accordance with the Loan Agreement of October 14, 2004. Within 120 days
of the closing of the Share Exchange and from time-to-time, Macrocom
shall purchase an additional 2,000,000 shares of restricted
Post-Closing Stock of the Company for $1,000,000. The Company will
grant to Macrocom a six-month warrant to purchase an additional
2,000,000 shares of the common stock of the Company for $1,500,000,
provided that the closing price of the common stock of the Company on
the day immediately preceding such purchase is less than $2.00 per
share."
Except as we have modified them hereby, the Agreements shall remain in full
force and effect in accordance with their terms. Capitalized terms used but not
defined herein have the meanings assigned to them in the Agreements.
This letter agreement is an integral part of the Agreements, shall be read and
construed as such, and as amended hereby, supersedes and replaces all other
agreements and understandings between the parties.
This letter agreement shall be governed by the laws of the state of New York.
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If you are in agreement with this amendment to the Agreements, please execute
two copies of this letter and return one copy to me.
Very truly yours,
Xxxx Xxxxxxxx, CEO
NetFabric Corporation
Understood and agreed to:
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Xxxxxxx Xxxxxx
Managing Member, Macrocom Investors LLC
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