Exhibit 10.26
FIRST AMENDMENT TO
INVENTORY PURCHASE AGREEMENT
This First Amendment to the Inventory Purchase Agreement (the "First Amendment")
is entered into as of March 14, 2007, by and between Intraop Medical
Corporation, a Nevada Corporation ("Company") and 4M, Inc., a California
Corporation ("Buyer").
RECITALS
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WHEREAS, on October 3, 2006, the undersigned entered into that certain
Inventory Purchase Agreement by and between the Company and Buyer (the
"Agreement"), which provides for a $700,000 inventory purchase line of credit,
and;
WHEREAS, the Company and Buyer wish to amend the Agreement to increase
the amount of credit available under the line to $750,000;
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, and intending to be
legally bound, the parties hereby agree as follows:
Amendment
1. Section 2.1 of the Restated Agreement is amended in its entirety to read as
follows:
"2.1. Buyer will purchase up to $750,000 of Inventory from Company, on a
revolving basis, upon the terms and conditions set forth herein:"
General
2.1 On and after the effective date of this First Amendment, each reference in
the Agreement to "the Agreement," "this Agreement," "hereunder" and "hereof" or
words of like import shall refer to the Restated Agreement as amended by this
First Amendment. The Restated Agreement, as amended by this First Amendment, is
and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
2.2 This First Amendment shall be governed by and construed in accordance with
the substantive laws of the United States and the State of California, without
regard to or application of California's conflicts of law rules. Any litigation
arising out of or relating to this First Amendment shall take place exclusively
in the appropriate state or federal court having jurisdiction in Santa Xxxxx
County, California, and each party hereby irrevocably consents to the
jurisdiction of such courts.
2.3 The Restated Agreement, as amended by this First Amendment, represents the
entire agreement between the parties hereto concerning the subject matter hereof
and supersedes any and all prior or contemporaneous correspondence, quotations
and negotiations. The Restated Agreement, as amended by this First Amendment,
supersedes and will take precedence over any conflicting terms in any purchase
order invoice, confirmation or other similar document.
2.4 This First Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This First Amendment may be executed and delivered
by telecopy or facsimile and execution in such manner shall constitute an
original.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
executed this Amendment as of the date first written above.
COMPANY:
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Intraop Medical Corporation
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Chief Financial Officer
BUYER:
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4M, Inc.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
