Exhibit 10.94
FIRST AMENDMENT
TO
DEBT CONVERSION
AND
MUTUAL SETTLEMENT AND RELEASE AGREEMENT
THIS FIRST AMENDMENT TO DEBT CONVERSION AND MUTUAL SETTLEMENT AND
RELEASE AGREEMENT ("First Amendment") is entered into at San Diego, California,
effective as of June 30, 1999 ("Effective Date"), between Microelectronic
Packaging, Inc. ("MPI") on behalf of itself and its predecessors, successors,
former and current subsidiaries, affiliates, shareholders, directors, officers,
agents, attorneys, representatives, insurers, employees and assigns
(collectively with MPI the "MPI Group"); and FI Financial, LLC ("FIF") and their
respective predecessors, successors, former and current subsidiaries,
affiliates, shareholders, directors, officers, agents, attorneys,
representatives, insurers, employees and assigns (collectively with FIF the
"Investor Group").
WITNESSETH:
WHEREAS, the MPI Group and the Investor Group entered into a Debt
Conversion and Mutual Settlement and Release Agreement dated June 10, 1999,
pursuant to which the Investor Group agreed to convert certain debt owed by MPI
to the Investor Group into One Million One Hundred Fifty Four Thousand Three
Hundred Eleven (1,154,311) shares of MPI's Series A Preferred Stock, and MPI
agreed to issue such shares of its Series A Preferred Stock to the Investor
Group, all upon and subject to the terms and conditions set forth therein
("Conversion Agreement").
WHEREAS, the Conversion Agreement states that the transactions
contemplated thereby must be completed not later than June 30, 1999, and if they
are not completed by such date, FIF has the right to terminate the Conversion
Agreement by giving a written termination notice to MPI.
WHEREAS, both the MPI Group and the Investor Group desire to amend the
Conversion Agreement to extend the date as of which the transactions
contemplated thereby must be completed, to not later than August 31, 1999.
NOW THEREFORE, in consideration of the mutual agreements contained
herein and for other good and sufficient consideration, the receipt and
sufficiency of which is hereby acknowledged, the MPI Group and the Investor
Group agree as follows:
1. Section 1.2 of the Conversion Agreement is hereby amended by
deleting the date of June 30, 1999, and inserting in its place the date of
August 31, 1999.
2. Except as set forth in Section 1 of this First Amendment, there
are no other amendments or modifications to the Conversion Agreement, and all of
the other
provisions of the Conversion Agreement shall remain in full force and effect
without any amendments or modifications of any kind.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first above written.
MICROELECTRONIC PACKAGING, INC. FI FINANCIAL, LLC
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Print Print
Name: Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxx
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Print Print
Title: Senior Vice President and CFO Title: Manager
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