EXHIBIT 10.37
DOVEBID, INC.
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SECOND AMENDMENT TO CONVERTIBLE
SUBORDINATED PROMISSORY NOTE
This Second Amendment to Convertible Subordinated Promissory Note
("Amendment") is entered into as of January 9, 2002, by and between Xxxxx Xxxx
("Payee") and DoveBid, Inc., a Delaware corporation (the "Company") and is
intended to amends the terms and conditions of that certain Convertible
Subordinated Promissory Note issued by the Company to Payee on March 24, 2000 in
the principal amount of $4,329,800.81, as amended (the "Note").
Whereas, Payee and the Company desire to amend the Note on the terms and
conditions set forth below in order to correct a prior typographical error;
Now, therefore, in consideration of the foregoing and for other good and
valuable consideration (receipt and sufficiency of which is mutually
acknowledged), the parties agree as follows:
1. Amendment of Principal Amount. The first sentence of the Note is hereby
amended to read as follows.
"DoveBid, Inc., a Delaware corporation (the "Company"), with offices at
0000 Xxxx Xxxxxxxxx Xxxx., Xxxxxx Xxxx, XX 00000, for value received,
promises to pay to the order of Xxxxx Xxxx ("Payee") at such address as
Payee may designate, Four Million Four Hundred Twenty-Nine Thousand Eight
Hundred Dollars and Eighty-One Cents ($4,429,800.81) plus simple interest
thereon calculated from the date hereof until paid at an annual rate equal
to the minimum rate established pursuant to Section 1274(d) of the Internal
Revenue Code of 1986, as amended, as of the date hereof, compounded
annually; provided that if this Note shall not have converted into
Conversion Stock (as defined below) by July 1, 2000, then on and after such
date the interest payable per annum with respect to principal outstanding
under this Note shall be equal to the prime lending rate (the "Prime Rate")
in effect on July 2, 2000 as announced by Chase Manhattan Bank (provided,
however, that the interest payable per annum with respect to principal
outstanding under this Note shall be 6.00% during any period in which the
Prime Rate is less than 6.00%), and thereafter accrued interest shall be
payable at the end of each three month period thereafter."
2. Amount of Optional Convertible Debt. Section 2.1 of the Note is hereby
amended to read as follows:
2.1 Definition of Optional Convertible Debt. A new definition is hereby
added to the Note as Section 1.7 to read as follows: " `Optional Convertible
Debt' shall mean $2,214,900.41 of the principal amount of this Note (as reduced
by any prepayments made by the Company as permitted in Section 5 hereof), and
all of the accrued but unpaid interest on such portion of this Note."
3. Effect of Amendment. This Amendment will be effective as of the date
first set forth above, upon execution of this Amendment by the Company and
Payee. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which, taken together, will
constitute one and the same Amendment. Except as expressly provided above, the
terms and conditions of the Note remain in full force and effect, unmodified, as
of the date hereof.
In Witness Whereof, Payee and the Company have executed this Second
Amendment to Convertible Subordinated Promissory Note, in the case of the
Company by a person duly authorized to do so.
THE COMPANY: DOVEBID, INC. PAYEE: XXXXX XXXX
By: /s/ Xxxxxxx Xxxxxxxxxx /s/ Xxxxx Xxxx
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Title: VP and General Counsel
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