SECOND AMENDMENT TO AMENDED AND RESTATED INVENTORY AND RECEIVABLES
PURCHASE AGREEMENT
This Second Amendment to Amended and Restated Inventory and Receivables
Purchase Agreement (the "Second Amendment") is entered into as of August 14,
2006 by and between Intraop Medical Corporation, a Nevada Corporation
("Company") and E.U. Capital Venture, Inc., a Nevada Corporation and E.U.C.
Holding, a Danish corporation (together, "Buyer").
RECITALS
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WHEREAS, Company and Buyer entered into an Amended and Restated Inventory
and Receivables Purchase Agreement dated as of April 10, 2006, as amended May
24, 2006 (the "Restated Agreement").
WHEREAS, Company and Buyer desire to amend certain provisions of the
Restated Agreement as set forth below.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, and intending to be
legally bound, the parties hereby agree as follows:
1. Amendment of Section 2.1:
Section 2.1 of the Restated Agreement is amended in its entirety to read as
follows:
"2.1. Buyer will purchase up to $4,250,000 of combined Inventory and
Factored Inventory from Company, on a revolving basis, upon the terms and
conditions set forth herein, provided that, Buyer shall not be obligated to
purchase more than $2,600,000 of Inventory, on a revolving basis, pursuant
to Section 2.2 below, and provided further that Company will repurchase, as
necessary, Inventory or Factored Inventory such that the combined amount of
Inventory and Factored Inventory will not exceed $4,000,000 subsequent to
November 14, 2006."
2. General
2.1 On and after the effective date of this Second Amendment, each
reference in the Restated Agreement to "the Agreement," "this Agreement,"
"hereunder" and "hereof" or words of like import shall refer to the Restated
Agreement, as amended by this Second Amendment. The Restated Agreement, as
amended by this Second Amendment, is and shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed.
2.2. This Second 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 Second 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 Second 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 Second Amendment, supersedes and will take precedence over any
conflicting terms in any purchase order invoice, confirmation or other similar
document.
2.4 This Second 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 Second 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 Second Amendment as of the date first written above.
COMPANY:
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Intraop Medical Corporation
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Chief Financial Officer
BUYER:
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E.U. Capital Venture, Inc
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Secretary/Treasurer
BUYER:
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E.U.C. Holding
By: /s/ Xxxxxx Xxxxxxxx
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by Xxxxxx Xxxxxx as attorney in fact
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Xxxxxx Xxxxxxxx
President
