AMENDMENT NO. 2 TO SUBSCRIPTION AGREEMENT
AMENDMENT
NO. 2
Reference
is made to that certain Subscription Agreement (the “Agreement”) dated March 27,
2007, by and among Inrob Tech Ltd., a Nevada corporation (the “Company”), and
the subscribers identified on the signature page thereof (collectively, the
“Subscribers”). Capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Agreement.
WHEREAS,
under the terms of the Agreement, the Company was obligated to register the
shares issuable upon conversion of the Notes and exercise of the Warrants;
and
WHEREAS,
the Company and the Subscribers wish to amend the Agreement to eliminate the
registration rights contained therein on the terms set forth herein and to
provide for certain other changes to the Transaction Documents.
NOW,
THEREFORE, for good and valid consideration, the receipt of which is
acknowledged herewith, and the mutual promises contained herein, the Company
and
the Subscribers hereby agree as follows:
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1.
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Section
9(n) is hereby amended to read as
follows:
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“(n) Further
Registration Statements.
Except
for a registration statement in connection with the registration of shares
issuable upon exercise of the Prior Warrants or otherwise in connection with
the
Prior Offering, the Company will not file with the Commission or with state
regulatory authorities, any registration statements including but not limited
to
Forms S-8, or amend any already filed registration statement to increase the
amount of Common Stock registered therein, or reduce the price of which such
Common Stock is registered therein without the consent of the Subscriber until
the expiration of the “Exclusion
Period”,
which
shall be defined as the period ending on the date that all the Shares and
Warrant Shares have been resold or transferred by the Subscribers pursuant
to
Rule 144, without regard to volume limitations. The Exclusion Period will be
tolled during the pendency of an Event of Default as defined in the
Note.”
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2.
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Section
9(o) is hereby deleted in its
entirety
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3.
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Notwithstanding
anything in the Note to the contrary, interest payable on the Note
shall
accrue at the rate per annum of 18%. The Interest Rate as increased
herein
shall be applicable and be deemed to have accrued from the initial
date of
issuance of the Notes. All interest on the Note shall be payable
in
arrears on the last day of each calendar quarter. No amortizing payments
of outstanding Principal Amount under the Note shall be due or payable
until April 1, 2008 after which date, amortizing payments shall be
made
monthly; provided, however, that at any time prior to such date,
a
Subscriber may request that the Company issue to it shares of restricted
stock in payment in part or in full of the then accrued but unpaid
interest at the Conversion Price (as herein defined). All interest
payments and amortizing payments of outstanding Principal Amount
shall be
made in shares of restricted common stock only at seventy-five percent
(75%) of the average of the closing bid price of the common stock
as
reported by Bloomberg L.P. for the Principal Market for the five
trading
days preceding the date an interest or principal payment, as the
case may
be, is due (the “Conversion Price”). Assuming compliance with Rule 144
promulgated under the 1933 Act, the Company will take the necessary
action
to permit the Subscribers to sell the shares so issued to be sold
under
said rule, including, without limitation, obtaining the requisite
legal
opinion within five Trading Days after a Subscriber requests such
opinion.
Whenever payment is required to be made under the Notes and the Company
intends to make such payment in shares of common stock in accordance
with
the terms of this Amendment, the Company shall, no less than 15 days
prior
to the due date of such payment, notify each Subscriber in writing
of its
intent to make such payment, specifying the approximate number of
shares
to be issued to each Subscriber and each Subscriber shall have the
right
prior to such due date to request from the Company in writing to
have such
payment deferred until such time as such Subscriber specifies in
such
request or in a subsequent written communication to the Company.
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4.
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Sections
11.1 through 11.4 of the Agreement are hereby deleted in their entirety
and all references to any registration rights and issues related
thereto
are hereby eliminated from the Agreement and the other Transaction
Documents. Without limiting the generality of the foregoing, a
Non-Registration Event shall not be deemed an event of Default under
the
Notes or any of the other Transaction Documents, and nothing in this
Amendment shall be interpreted to constitute a Non-Registration
Event.
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5.
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Liquidated
damages accrued through the date of this Amendment as a result of
any
Non-Registration Event will be due and payable in shares in common
stock
that will be issued at the Conversion Price on the next date an interest
payment under the Notes is due in accordance with the terms of this
Amendment. No additional liquidated damages resulting from
Non-Registration Events will accrue after the date
hereof.
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6.
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Notwithstanding
anything to the contrary stated in the Warrants, (a) payment upon
exercise
of the Warrants may be made by cashless exercise in accordance with
the
provisions of the Warrant at any time after the Issue Date, (b)
the
exercise price of the Class A Warrants and the Class B Warrants is
hereby
reduced to $0.25 per share and (c) the Expiration Date of the Warrants
shall be the sixth anniversary of the Closing
Date.
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7.
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Except
as amended herewith, the Agreement and the other Transaction Documents
are
ratified and confirmed in all
respects.
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8.
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Subscriber
hereby consents to the withdrawal of the Company’s Registration Statement
on Form SB-2 (SEC File No.
333-142659).
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9.
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If
this Amendment is executed by Subscribers holding in the aggregate
less
than 100% of the outstanding principal amount of the Notes, by
countersigning this Amendment, the Collateral Agent acknowledges
receipt
of this Amendment, and provided the Company obtains the approval
of ,and
provided the Company certifies to the Collateral Agent that it has
received the approval to, this Amendment from Subscribers constituting
the
required Majority in Interest of at least 75% of the outstanding
principal
amount of the Notes (as required under the Collateral Agent Agreement),
the Collateral Agent will deem the approval of this Amendment to
have been
given by a Majority in Interest.
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10.
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This
Amendment may be executed in counterparts, each of which shall be
deemed
an original agreement, but all of which shall constitute one and
the same
instrument.
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[SIGNATURE
PAGES TO FOLLOW]
IN
WITNESS WHEREOF, and intending to be legally bound hereby, the Company and
the
Subscribers have executed this Amendment as of the 18th
day of
October 2007.
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By:
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Xxxxxxx
X. Xxxxxxx, Collateral Agent
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Suibscriber
Signature Page to Amendment No. 2 to Subscription Agreement
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SUBSCRIBER
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Name
of Subscriber: ________________________
_________________________________________
Address:
_________________________________
_________________________________________
Fax
No.: _________________________________
________________________________________
(Signature)
By:
Subscription
Amount:
$_____________________
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