Exhibit 10.24
THIRD AMENDMENT TO AMENDED AND RESTATED INVENTORY AND
RECEIVABLES PURCHASE AGREEMENT
This Third Amendment to Amended and Restated Inventory and Receivables
Purchase Agreement (the "Third Amendment") is entered into as of September 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
WHEREAS, Company and Buyer entered into an Amended and Restated Inventory
and Receivables Purchase Agreement dated as of April 10, 2006, as amended on May
24, 2006 and August 14, 2006 (the "Restated Agreement").
WHEREAS, Company and Buyer desire to amend certain provisions of the
Restated Agreement as set forth below.
AGREEMENT
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 $4,500,000 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 Third 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 Third Amendment. The Restated Agreement, as amended by this
Third Amendment, is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed.
2.2. This Third 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 Third Amendment shall take place
exclusively in the appropriate state or federal court having jurisdiction in
Santa ▇▇▇▇▇ County, California, and each party hereby irrevocably consents to
the jurisdiction of such courts.
2.3. The Restated Agreement, as amended by this Third 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 Third
Amendment, supersedes and will take precedence over any conflicting terms in any
purchase order invoice, confirmation or other similar document.
2.4 This Third 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 Third 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 Third Amendment as of the date first written above.
COMPANY:
Intraop Medical Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
BUYER:
E.U. Capital Venture, Inc
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Secretary/Treasurer
BUYER
E.U.C. Holding
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as attorney in fact
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ by ▇▇▇▇▇▇ ▇▇▇▇▇▇ as attorney in fact
President
