EXHIBIT 10.27
DOVEBID, INC.
------------
SECOND AMENDMENT TO CONVERTIBLE
SUBORDINATED PROMISSORY NOTE
This Second Amendment is entered into as of January 18, 2002, by and
between Xxxx X. Xxxxxxx ("Payee") and DoveBid, Inc., a Delaware corporation (the
"Company"). This Amendment amends the terms and conditions of that certain
Convertible Subordinated Promissory Note issued by the Company to Payee on March
2, 2000 in the principal amount of $1,375,000 (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 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. The first paragraph 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 Xxxx X. Xxxxxxx ("Payee") at such address
as Payee may designate, One Million Three Hundred and Seventy Five Thousand
Dollars and No Cents ($1,375,000), plus simple interest thereon calculated
from the date hereof until paid at an annual rate of 6.45%, which is 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 March 2, 2002, then on and after
such date accrued interest with respect to principal then outstanding under
this Note for each three month period after March 2, 2002 shall be payable
at the end of each such three month period thereafter. Principal and
accrued interest will be due and payable in lawful money of the United
States in full on March 2, 2005 (the "Maturity Date"), unless this Note or
any portion thereof shall have been previously paid by the Company or
converted pursuant to Section 2 below, in which case the portion of the
outstanding principal under this Note that was converted and all accrued
but unpaid interest thereon shall be satisfied in full by virtue of such
conversion and the issuance and delivery of fully paid and non-assessable
shares of Conversion Stock to the holder of this Note as set forth in
Section 2 below. Payments by the Company shall be applied first to any and
all accrued interest through the payment date and second to the principal
remaining due hereunder."
2. 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 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: XXXX X. XXXXXXX
By: /s/ Xxxxxxx Xxxxxxxxxx /s/ Xxxx X. Xxxxxxx
-------------------------------- -----------------------------------
(Signature of Payee)
Title: VP, General Counsel
-----------------------------
2
