WAIVER AND AMENDMENT
THIS
WAIVER AND AMENDMENT ("Waiver") is made and entered into as of this ___th day
of
September 2006, by and among InterLink Global Corporation, a Nevada corporation
(the "Company"), and the undersigned lenders pursuant to the Notes (as defined
below).
RECITALS
WHEREAS,
reference is made to that certain Series A Convertible Note issued by the
Company to the Lenders in the principal amount of $2,000,000 dated as of
November 29, 2005 (“Series A Note”) and Series B Convertible Notes dated as of
February 28, 2006 in the aggregate amount of $1,297,550 (the Series B Notes,
and
together with the Series A Note, the "Notes");
WHEREAS,
the Company issued Series D, E and F warrants in connection with the Series
B
Notes that have an exercise price of $1.50, $2.25 and $3.25, respectively
(“Warrants”);
WHEREAS,
Section 1.3 of the Notes provides that the Company to pay 1/14th of the
outstanding principal and interest each month starting with the fifth month
after the issuance of such Note in either cash or registered Company common
stock (“Amortization Payment”);
WHEREAS,
the Company and Lenders previously agreed verbally that the Amortization
Payments under the Notes would commence on July 28, 2006.
WHEREAS,
the Company and Lenders intend to delay the payment of such payments for six
months until January 28 2007; provided, that, the exercise price of the Series
D, E and F warrants are reduced to $1.05 per share;
WHEREAS,
the Lenders are also willing to agree to a lock-up provision in which they
agree
not to sell the shares of Company common stock underlying the Warrants (“Warrant
Shares”) until at least 4 months after the registration statement registering
the Warrant Shares has been declared effective; and
WHEREAS,
the undersigned Lenders holds at least a majority of the Convertible
Notes;
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual agreements
herein contained and for other good and valuable consideration, the Company
and
each Lender, with respect to only the Notes such Lender holds, hereto agree
as
follows:
1.
WAIVER.
(a) The
Lender waives the Company’s failure to pay the Amortization Payment for all
periods prior to the date of this Agreement, and agrees to delay the next
Amortization Payment for the next six months such that the Amortization Payment
will be due and payable to Lender on January 28, 2007 and each month
thereafter.
(b) The
exercise price of each Series D, E and F Warrant held by the Lender shall be
decreased from its current exercise price of either $1.50, $2.25 and $3.50,
respectively, to the new exercise price of $1.05 per share.
(c) The
Lender agrees it will not sell any of the Warrant Shares until the fourth month
after the Registration Statement registering the Warrant Shares has been
declared effective.
2.
CONFLICTS. Except as expressly set forth in this Waiver, the terms and
provisions of the Notes shall continue unmodified and in full force and effect.
In the event of any conflict between this Waiver and the Notes, this Waiver
shall control.
3.
GOVERNING LAW. This Waiver shall be governed and construed under the laws of
the
State of New York, and shall be binding on and shall inure to the benefit of
the
parties and their respective successors and permitted assigns.
4.
COUNTERPARTS. This Waiver may be executed in any number of counterparts, each
of
which shall be an original, but all of which together shall constitute one
instrument.
[Remainder
of page left blank intentionally.]
IN
WITNESS WHEREOF, the parties hereto have executed this Waiver and Amendment
as
of the date first set forth above.
COMPANY:
InterLink
Global Corporation
By:
_____________________________
Name:
Xxxxxxxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
LENDER:
Name:_____________________________
Signature:__________________________
If
Lender
is a corporation, partnership,
limited
liability company, trust or other
non-natural
person:
Name
of
signing
person:______________________
Title:______________________________
