CONSENT TO MODIFICATIONS
This Consent to Modifications, dated November 15, 2011, is given and agreed to by the “Purchasers” under the Fifth Amended and Restated Note and Warrant Purchase Agreement by and among the Purchasers, Integral Vision, Inc., a Michigan corporation (the "Company"), and The Klonoff Company, Inc. as Agent.
Factual Statements
| A. | The undersigned is a Purchaser under the Fifth Amended and Restated Note and Warrant Purchase Agreement (as modified December 15, 2008, January 28, 2009, June 10, 2009, June 23, 2009, September 16, 2009, April 19, 2009, and June 18, 2010), dated effective as of the date of execution by such Purchaser, for the purchase of the Notes and Warrants of the Company (the “Purchase Agreement”). |
| B. | The Company is nearing the $ 10,000,000.00 limit of authorized notes outstanding pursuant to the Purchase Agreement and needs to raise additional funds to keep operating. The parties to this Purchase Agreement wish to modify certain portions of the Fifth Amended and Restated Note and Warrant Purchase Agreement to increase this limit, which shall be accomplished by attaching the below modifications to the Purchase Agreement in the form of an addendum to the Purchase Agreement. |
Agreement
| 1. | Modifications. The undersigned agree to the modifications to the Purchase Agreement as follows: |
Section 1. b.: In the portion of said section stating, “As used herein, “Note” or "Notes" means either “Class 2 Notes” or “Class 3 Notes” in a total aggregate amount outstanding at any time not to exceed $10,000,000” shall be modified to read, “As used herein, “Note” or "Notes" means either “Class 2 Notes” or “Class 3 Notes” in a total aggregate amount outstanding at any time not to exceed $11,000,000.”
| 2. | Voluntary and Informed Execution. THE PARTIES ACKNOWLEDGE THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT THE MODIFICATIONS SET FORTH HEREIN WERE KNOWINGLY AND VOLUNTARILY MADE. |
| November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications | Page 1 of 5 |
| 3. | Effective Date. This agreement shall be effective on the date that the majority of the holders of the Notes and Shares currently outstanding under said Purchase Agreement, the Company (as authorized by its Board of Directors), and the Agent have signed this Consent to Modification. |
Signed:
Integral Vision, Inc.
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Chairman
| November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications | Page 2 of 5 |
Signed:
X. Xxxxxx Xxxxxxx
/s/ X. Xxxxxx Xxxxxxx
By X. Xxxxxx Xxxxxxx
Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
By Xxxxx X. Xxxxxxx
The Klonoff Company, Inc. (as Agent for the note holders and also as an owner of shares and Notes)
/s/ X. Xxxxxx Xxxxxxx
By X. Xxxxxx Xxxxxxx, its President
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Signed:
Xxxx X. Xxxxx, III (personally)
Xxxxx 1979 Trust FBO Xxxx X. Xxxxx, III
Xxxx X. Xxxxx, Trustee
Xxxx X. Xxxxx, III Trust dated May 22, 2007,
Xxxx X. Xxxxx, III, Trustee
Marital Deduction Trust created under the Xxxx X. and Xxxxxxxx Xxx Xxxxx 1979 Trust
Xxxx X. Xxxxx, Trustee
Xxxx X. & Xxxxxxxx Xxx Xxxxx Revocable Trust,
Xxxx X. Xxxxx, III, Trustee
Xxxxxxxx Xxx Xxxxx 1996 Family Trust
Xxxx X. Xxxxx, Trustee
Xxxxx 1979 Trust FBO Xxxxxxxx Xxxxxx
Xxxx X. Xxxxx, Trustee
Xxxxx 1979 Trust FBO Xxxxxxx Xxxxx
Xxxx X. Xxxxx, Trustee
Xxxxx 1979 Trust FBO Xxx Xxxxx
Xxxx X. Xxxxx, Trustee
Xxxxxxx Xxxxxx Xxxxx Family Trust, dated November 4, 1986,
Xxxx X. Xxxxx, III, Trustee
/s/ Xxxx X. Xxxxx, III
Xxxx X. Xxxxx, III
In his respective capacities
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Signed:
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx, Beneficiary (self-directed IRA account)
TD Ameritrade, Inc., Custodian for Xxxxxxx X. Xxxxx, Account # 370-91506
Xxxxxxx X. Xxxxx, Trustee for the Xxxxxxx Xxxxxx Xxxxx Family Trust, dated November 4, 1986
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
(Personally, as Trustee for Xxxxxxx Xxxxxx Family Trust, and as Beneficiary for his IRA)
Signed:
| Xxxx Xxxxxx Xxxxxxxx | Industrial Boxboard Company |
| Custodian for Xxxx X. Xxxxxx | Xxxx X. Xxxxxx, its General Partner |
| XXX Xxxxxxxx dtd 3-30-2000 | 0000 Xxxxx Xxxxx |
| MSDW Account #112-014301 | Hayward, CA 94545 |
| 000 Xxxxxx Xxxxxx, Xxxxx 000 | |
| Palo Alto, CA 94301 | |
| X.X. Xxxxxx and X.X. Xxxxxx, Trustees | |
| Industrial Boxboard Corporation | |
| Profit Sharing Plan and Trust | by /s/ X.X. Xxxxxx |
| (July 1, 1989 Restatement and | X.X. Xxxxxx, in his capacities as |
| subsequent restatements) | Beneficial Owner of the IRA Rollover, |
| 0000 Xxxxx Xxxxx | Trustee of the Profit Sharing Plan, |
| Hayward, CA 94545 | and General Partner of the Industrial |
| Boxboard Company | |
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