FIRST AMENDMENT TO NOTE CONVERSION AGREEMENT, WAIVER AND RELEASE
EXHIBIT 10.11.2
FIRST AMENDMENT TO
NOTE CONVERSION AGREEMENT, WAIVER AND RELEASE
NOTE CONVERSION AGREEMENT, WAIVER AND RELEASE
THIS FIRST AMENDMENT TO NOTE CONVERSION AGREEMENT, WAIVER AND RELEASE (this
“Amendment”) is made and entered into as of March 15, 2006, by and between Immediatek,
Inc., a Nevada corporation (“Immediatek”), and (“Lender”). Each initially
capitalized term used, but not otherwise defined, herein shall have the same meanings assigned to
it in the Note Conversion Agreement (hereinafter defined).
RECITALS:
WHEREAS, Immediatek and Lender are parties to that certain Note Conversion Agreement, Waiver
and Release, dated as of January 9, 2006 (the “Note Conversion Agreement”); and
WHEREAS, Immediatek and Lender desire to amend the Note Conversion Agreement to the
extent provided in this Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Amendment and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendments to the Note Conversion Agreement. (a) Section 1(a) of the Note Conversion
Agreement is hereby deleted in its entirety and replaced with the following:
“(a) Lender hereby agrees to convert the Convertible Indebtedness into shares
of Common Stock immediately prior to the closing (the “Closing”) of the purchase
and sale of securities of Immediatek pursuant to that certain Securities Purchase
Agreement, dated as of January 24, 2006, by and among Immediatek, Radical Holdings
LP (or its affiliates) and the other parties thereto (as amended, modified or
supplemented, from time to time, the “Purchase Agreement”). The number of shares
of Common Stock issuable to Lender upon conversion of the Convertible Indebtedness
shall be equal to the amount of the principal balance of the Convertible
Indebtedness, divided by $12.50 per share of Common Stock (such conversion price
is after giving effect to a 100-for-1 reverse stock split occurring prior to the
Closing) (“Conversion Price”).”
(b) Section 2 of the Note Conversion Agreement is hereby deleted in its entirety and replaced
with the following:
“2. Indebtedness Paid in Cash. At or prior to the Closing,
Immediatek will pay Lender the difference between the Total Indebtedness and
Convertible Indebtedness, if any, in cash.”
(c) Section 8 of the Note Conversion Agreement is hereby deleted in its entirety and replaced
with the following:
“8. Acknowledgments and Understandings. Lender hereby acknowledges
and understands that Immediatek is effecting a 100-for-1 reverse stock split of
the outstanding Common Stock prior to the Closing and the Conversion Price is
after giving effect to such reverse stock split.”
(d) Section 9 of the Note Conversion Agreement is hereby deleted in its entirety and replaced
with the following:
“9. Termination. This Agreement shall become null and void and of no
further force or effect in the event that the purchase of securities from
Immediatek by Radical Holdings LP or its affiliates does not occur on or prior to
May 15, 2006.”
2. Miscellaneous.
(a) Effect of Amendment. Immediatek and Lender hereby agree and acknowledge that,
except as expressly provided in this Amendment, the Note Conversion Agreement remains in full force
and effect and has not been modified or amended in any respect, it being the intention of
Immediatek and Lender that this Amendment and the Note Conversion Agreement be read, construed and
interpreted as one and the same instrument. To the extent that any conflict exists between this
Amendment and the Note Conversion Agreement, the terms of this Amendment shall control and govern.
(b) This 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 Amendment
will become effective when one or more counterparts have been signed by each of the parties and
delivered to the other parties. For purposes of determining whether a party has signed this
Amendment or any document contemplated hereby or any amendment or waiver hereof, only a handwritten
original signature on a paper document or a facsimile copy of such a handwritten original signature
shall constitute a signature, notwithstanding any law relating to or enabling the creation,
execution or delivery of any contract or signature by electronic means.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, Immediatek and Lender have executed this Amendment as of the day and year
first above written.
| Immediatek: | IMMEDIATEK, INC., | |||||||
| a Nevada corporation | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | Chief Operating Officer | |||||||
| Lender: | ||||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | ||||||||
