Convertible Note and Warrant Purchase Agreement, Security Agreement and Secured Convertible Promissory Notes and Consent Sample Contracts

MTI MICROFUEL CELLS INC. AMENDMENT NO. 1 TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT, SECURITY AGREEMENT AND SECURED CONVERTIBLE PROMISSORY NOTES AND CONSENT
Convertible Note and Warrant Purchase Agreement, Security Agreement and Secured Convertible Promissory Notes and Consent • March 30th, 2009 • Mechanical Technology Inc • Measuring & controlling devices, nec • Delaware

This Amendment No. 1 to Convertible Note and Warrant Purchase Agreement, Security Agreement and Secured Convertible Promissory Notes and Consent (this “Amendment and Consent”) is made as of FEB 20th, 2009 (the “Effective Date”) by and among MTI MicroFuel Cells Inc., a Delaware corporation (the “Company”) and each of the investors listed on Exhibit A attached to this Amendment (each a “Purchaser” and together the “Purchasers”), and amends (i) that certain Convertible Note and Warrant Purchase Agreement, dated as of September 18, 2008 (the “Purchase Agreement”) between the Company and the Purchasers, (ii) that certain Security Agreement, dated as of September 18, 2008 (the “Security Agreement”) between the Company and the Purchasers, and (iii) those certain Secured Convertible Promissory Notes, each dated as of September 18, 2008 (the “Notes”) between the Company and each of the Purchasers.

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