EXHIBIT 10.90
WAIVER
WAIVER dated as of October 23, 2006, by and between Xxxxxxx X. Xxxxx, a
Louisiana resident ("Xxxxx"), and Sedona Corporation, a corporation organized
under the laws of the Commonwealth of Pennsylvania (the "Company").
WHEREAS, on July 1, 2005, Xxxxx and the Company executed a binding Term
Sheet whereby Xxxxx agreed to provide the Company with One Million and 00/100
Dollars ($1,000,000.00) of working capital financing (the "First Loan"); and
WHEREAS, the First Loan was evidenced by the following convertible
promissory notes: (i) a note dated July 1, 2005 in the principal amount of Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00); (ii) a note dated
August 2, 2005 in the principal amount of Two Hundred Fifty Thousand and 00/100
Dollars ($250,000.00); and (iii) a note dated September 30, 2005 in the
principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00)
(collectively the First Notes"), which notes xxxxx Xxxxx the option to convert
all or part of the outstanding balance of each of such notes into shares of the
Company at a conversion price of $0.18 per share; and
WHEREAS, the Company and Xxxxx also entered into a Loan Agreement which set
forth certain terms and conditions of the First Loan, including but not limited
to anti dilution protection for the conversion price (the "First Loan
Agreement"); and
WHEREAS, on March 31, 2006, Xxxxx agreed to provide the Company with an
additional Three Hundred Thousand and 00/100 dollars ($300,000.00) of working
capital financing (the "Second Loan"), evidenced by a convertible promissory
note in such amount which grants Xxxxx the option to convert all or part of the
outstanding balance into shares of the Company at a price of $0.25 per share
(the "Second Note"); and
WHEREAS, pursuant to the Second Loan, the Company and Xxxxx entered into a
Loan Agreement which sets forth certain terms and conditions for the Second
Loan, including, but not limited to anti dilution protection for the conversion
price (the "Second Loan Agreement"); and
WHEREAS, the Second Loan Agreement and Second Note were replaced on May 31,
2006 by new a loan agreement (the "Third Loan Agreement"), and a new convertible
note (the "Third Note") which changed the conversion price of the Second Loan
from $0.25 per share to $.20 per share; and
WHEREAS, pursuant to a refinancing of certain loans made by Xxxxx X. Xxx
("Vey") to the Company, the Company has issued a convertible promissory note
dated as of October 23, 2006 in the principal amount of Two Million Six Hundred
Ninety One Thousand Two Hundred Sixty Three and 36/100 Dollars ($2,6 91,263.36)
(the "Vey Note"), which grants to Vey the option to convert all or part of the
outstanding balance thereunder to shares of the Company at the conversion price
of $0.14 per share; and
WHEREAS, the conversion price of the Vey Note is lower than the conversion
price of the First Note and the Third Notes (the "Xxxxx Notes") and
consequently, the conversion price in the Xxxxx Notes is adjustable pursuant to
the anti dilution protection set forth the First Loan Agreement and the Third
Loan Agreement (collectively the "Xxxxx Loan Agreements"); and
WHEREAS, Xxxxx desires to waive his right to adjust the conversion price
set forth in Xxxxx Notes;
NOW THEREFORE, in consideration of the terms and conditions set forth in
this waiver, the parties hereto agree as follows:
1. In connection with the issuance of the Vey Note, and in accordance
with Article 4 of the Xxxxx Loan Agreements, Xxxxx hereby waives his
right to adjustment of the conversion price set forth in the Xxxxx
Notes.
2. The foregoing waiver is expressly limited to the matters described in
Section 1 hereof, and Xxxxx waives his right to adjustment of the
conversion price solely in connection with the issuance of the Vey
Note, and any amendment, or restatement of such note.
3. The Company acknowledges and agrees that nothing herein or otherwise
shall be deemed a waiver of any other terms and conditions of the
Xxxxx Notes or the Xxxxx Loan Agreements, and all other terms and
conditions of such documents shall remain in full force and effect.
4. This waiver shall be governed by and construed and enforced in
accordance with the laws of the State of Louisiana, without giving
effect to principals of conflict of law.
IN WITNESS WHEREOF, the undersigned has caused this waiver to be duly
executed and delivered on the date first above written.
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XXXXXXX X. XXXXX
SEDONA CORPORATION
BY:
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NAME: XXXXX X. XXXXXX
TITLE: PRESIDENT AND CEO
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