AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURES
AMENDMENT
NO. 1 TO CONVERTIBLE DEBENTURES
THIS
AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURES dated
of
March 20, 2008, by and between
INNOVA ROBOTICS AND AUTOMATION, INC.
(the
“Company”),
and
YA
GLOBAL INVESTMENTS, L.P. (f/k/a Cornell Capital Partners L.P.),
a
Cayman
Island limited partnership (“YA
Global”).
All
capitalized terms used herein shall have the respective meanings assigned
thereto in the Transaction Documents (as defined below) unless otherwise defined
herein.
W
I T N E S S E T H:
WHEREAS,
the
Company and YA Global have entered into certain financing arrangements set
forth
on Schedule
A
attached
hereto and referred to herein as the “Transaction
Documents”
pursuant to which, YA Global is the holder of the following secured convertible
debentures (collectively, the “Debentures”)
issued
by the Company:
|
Debenture,
Number, Issue Date, Original Principal Amount
|
|
Secured
Convertible Debenture due July 20, 2009 (#IVHG-2-1) issued on July
20,
2006, as amended in the original principal amount of
US$1,250,000.
|
|
Secured
Convertible Debenture due August 22, 2009 (#IVHG-2-2) issued on August
22,
2006, as amended in the original principal amount of
US$575,000.
|
|
Secured
Convertible Debenture due December 7, 2009, (#IVHG-2-3) issued on
December
7, 2006, as amended in the original principal amount of
US$1,000,000.
|
|
Secured
Convertible Debenture due November 2, 2010, (#INRA-1-1) issued on
November
2, 2007, as amended in the original principal amount of
US$600,000.
|
WHEREAS,
the
Company and YA Global wish to amend certain terms of the Debentures pursuant
to
this
NOW,
THEREFORE,
in
consideration of the foregoing, and the respective agreements, warranties and
covenants contained herein, the parties hereto agree, covenant and warrant
as
follows:
| 1. |
AMENDMENT
OF DEBENTURES.
Pursuant to the terms and conditions of this Agreement, contemporaneously
with the execution and delivery of this Agreement, the Company will
amend
each of the Debentures by executing an amendment (the “Amendments”)
in substantially the form attached hereto as Exhibit
A
for each Debenture. Pursuant to the Amendments, the following amendments
will be made to each Debenture:
|
| a. |
Interest
will accrue on the outstanding principal balance of each of the Debentures
at an annual rate equal to fourteen percent (14%) effective as of the
date
hereof;
|
| b. |
the
Conversion Price shall be the lower of .02 or eighty-five percent (85%)
of
the lowest Volume Weighted Average Price in the thirty (30) trading
days
prior to the Conversion Date.
|
| 2. |
PROVISIONS
OF GENERAL APPLICATION
|
| a. |
Effect
of this Agreement.
Except as modified pursuant hereto, no other changes or modifications
to
the Transaction Documents are intended or implied and in all other
respects the Transaction Documents are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date
hereof. To the extent of conflict between the terms of this Agreement
and
the other Transaction Documents, the terms of this Agreement shall
control. The Transaction Documents and this Agreement shall be read
and
construed as one agreement.
|
| b. |
Governing
Law.
This Agreement shall be interpreted according to the laws of the State
of
New Jersey and shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. Any notices,
demands, consents, other writings or communications permitted or required
by this Agreement shall be given in the manner and to the address as
set
forth in the Transaction Documents.
|
2
| c. |
Mutual
Waiver of Jury Trial.
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS
ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT
PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY
(RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES
BE
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN
ANY
ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
ARISING
IN CONTRACT, TORT OR OTHERWISE BETWEEN FACTOR AND CLIENT ARISING OUT
OF,
CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
FACTORING DOCUMENTS OR THE TRANSACTIONS RELATED
THERETO.
|
[SIGNATURE
PAGE IMMEDIATELY TO FOLLOW]
3
IN
WITNESS WHEREOF,
this
Agreement is executed and delivered as of the day and year first above
written.
|
Innova
Robotics and Automation, Inc..
|
|
|
By:
|
/s/Xxxxx
Xxxxxxx
|
|
Name:
Xxxxx
Xxxxxxx
|
|
|
Title:
Chief
Executive Officer
|
|
|
YA
Global Investments, L.P.
|
|
|
By:
|
Yorkville
Advisors, LLC
|
|
Its:
|
Investment
Manager
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
4
EXHIBIT
A
INNOVA
ROBOTICS AND AUTOMATION, INC.
AMENDMENT
to
SECURED
CONVERTIBLE DEBENTURE DUE JULY 20, 2009
THIS
DEBENTURE AMENDMENT SHOULD BE ATTACHED TO THE
ORIGINAL
DEBENTURE CERTIFICATE
This
Amendment to Secured Convertible Debenture (this “Amendment”)
is
issued in connection with Secured Convertible Debenture (the “Debenture”)
issued
by Innova Robotics and Automation, Inc. (the “Company”)
to YA
Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P. (the
“Holder”)
in the
original principal amount of One Million Two Hundred Fifty Thousand Dollars
($1,250,000). Capitalized terms used but not defined herein have the meaning
given thereto in the Debenture.
THIS
CERTIFIES THAT,
the
following amendments are hereby made to the Debenture:
| · |
Interest
will accrue on the outstanding principal balance of each of the Debentures
at an annual rate equal to fourteen percent (14%) effective as of the
date
hereof; and
|
| · |
the
Conversion Price shall be the lower of .02 or eighty-five percent (85%)
of
the lowest Volume Weighted Average Price in the thirty (30) trading
days
prior to the Conversion Date.
|
IN
WITNESS WHEREOF,
the
Company has caused this Amendment to be signed by its duly authorized
officer.
|
Innova
Robotics and Automation, Inc.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Dated:
March __, 2008
5
INNOVA
ROBOTICS AND AUTOMATION, INC.
AMENDMENT
to
SECURED
CONVERTIBLE DEBENTURE DUE AUGUST 22, 2009
THIS
DEBENTURE AMENDMENT SHOULD BE ATTACHED TO THE
ORIGINAL
DEBENTURE CERTIFICATE
This
Amendment to Secured Convertible Debenture (this “Amendment”)
is
issued in connection with Secured Convertible Debenture (the “Debenture”)
issued
by Innova Robotics and Automation, Inc. (the “Company”)
to YA
Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P. (the
“Holder”)
in the
original principal amount of Five Hundred Seventy-Five Thousand Dollars
($575,000). Capitalized terms used but not defined herein have the meaning
given
thereto in the Debenture.
THIS
CERTIFIES THAT,
the
following amendments are hereby made to the Debenture:
| · |
Interest
will accrue on the outstanding principal balance of each of the Debentures
at an annual rate equal to fourteen percent (14%) effective as of the
date
hereof; and
|
| · |
the
Conversion Price shall be the lower of .02 or eighty-five percent (85%)
of
the lowest Volume Weighted Average Price in the thirty (30) trading
days
prior to the Conversion Date.
|
IN
WITNESS WHEREOF,
the
Company has caused this Amendment to be signed by its duly authorized
officer.
|
Innova
Robotics and Automation, Inc.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Dated:
March __, 2008
6
INNOVA
ROBOTICS AND AUTOMATION, INC.
AMENDMENT
to
SECURED
CONVERTIBLE DEBENTURE DUE DECEMBER 7, 2009
THIS
DEBENTURE AMENDMENT SHOULD BE ATTACHED TO THE
ORIGINAL
DEBENTURE CERTIFICATE
This
Amendment to Secured Convertible Debenture (this “Amendment”)
is
issued in connection with Secured Convertible Debenture (the “Debenture”)
issued
by Innova Robotics and Automation, Inc. (the “Company”)
to YA
Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P. (the
“Holder”)
in the
original principal amount of One Million Dollars ($1,000,000). Capitalized
terms
used but not defined herein have the meaning given thereto in the Debenture.
THIS
CERTIFIES THAT,
the
following amendments are hereby made to the Debenture:
| · |
Interest
will accrue on the outstanding principal balance of each of the Debentures
at an annual rate equal to fourteen percent (14%) effective as of the
date
hereof; and
|
| · |
the
Conversion Price shall be the lower of .02 or eighty-five percent (85%)
of
the lowest Volume Weighted Average Price in the thirty (30) trading
days
prior to the Conversion Date.
|
IN
WITNESS WHEREOF,
the
Company has caused this Amendment to be signed by its duly authorized
officer.
|
Innova
Robotics and Automation, Inc.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Dated:
March __, 2008
7
INNOVA
ROBOTICS AND AUTOMATION, INC.
AMENDMENT
to
SECURED
CONVERTIBLE DEBENTURE DUE NOVEMBER 2, 2010
THIS
DEBENTURE AMENDMENT SHOULD BE ATTACHED TO THE
ORIGINAL
DEBENTURE CERTIFICATE
This
Amendment to Secured Convertible Debenture (this “Amendment”)
is
issued in connection with Secured Convertible Debenture (the “Debenture”)
issued
by Innova Robotics and Automation, Inc. (the “Company”)
to YA
Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P. (the
“Holder”)
in the
original principal amount of Six Hundred Thousand Dollars ($600,000).
Capitalized terms used but not defined herein have the meaning given thereto
in
the Debenture.
THIS
CERTIFIES THAT,
the
following amendments are hereby made to the Debenture:
| · |
Interest
will accrue on the outstanding principal balance of each of the Debentures
at an annual rate equal to fourteen percent (14%) effective as of the
date
hereof; and
|
| · |
the
Conversion Price shall be the lower of .02 or eighty-five percent (85%)
of
the lowest Volume Weighted Average Price in the thirty (30) trading
days
prior to the Conversion Date.
|
IN
WITNESS WHEREOF,
the
Company has caused this Amendment to be signed by its duly authorized
officer.
|
By:
|
|
|
Name:
|
|
Dated:
March __, 2008
8
