Attached files
| file | filename |
|---|---|
| 10-K/A - INTEGRAL VISION INC | v206147_10ka.htm |
| EX-31.1 - INTEGRAL VISION INC | v206147_ex31-1.htm |
| EX-31.2 - INTEGRAL VISION INC | v206147_ex31-2.htm |
| EX-32.2 - INTEGRAL VISION INC | v206147_ex32-2.htm |
| EX-32.1 - INTEGRAL VISION INC | v206147_ex32-1.htm |
EXHIBIT
4(9)
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a Purchaser under the Current Agreement as
modified November 10, 2006, August 13, 2007, October 10, 2007, and
January18, 2008 (said January 18 th
modification only increased the limit of authorized notes outstanding from
the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and all of the Purchasers
currently holding Notes outstanding under the Current Agreement (except
for Purchasers holding $ 100,000 face value of Class 3 Notes currently
outstanding). The parties acknowledge that they have received a copy of
the Fifth Amended Agreement together with a copy of the Collateral
Assignment as amended March 5, 2008 and a copy of the separate Security
Agreement as amended March 6, 2008 (said Security Agreement only applies
to Class 2 Note Purchasers– providing such Class 2 Note Purchasers
additional collateral.) [With Purchaser, Purchasers, Notes, Class 2 Note,
Class 3 Notes and Warrants being defined in the Current
Agreement.]
|
|
Agreement
|
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
|
Dean
Witter Reynolds
|
Industrial
Boxboard Company
|
|
|
Custodian
for John N. Hunter
|
John
N. Hunter, its General Partner
|
|
|
Ira
Rolover dtd 3-30-2000
|
2249
Davis Court
|
|
|
MSDW
Account # 112-014301-004
|
Hayward,
CA 94545
|
|
|
245
Lytton Avenue, Suite 200
|
||
|
Palo
Alto, CA 94301
|
|
J.N.
Hunter and J.A. Hunter, Trustees
|
||||
|
Industrial
Boxboard Corporation
|
||||
|
Profit
Sharing Plan and Trust
|
by |
/s/
J.N. Hunter
|
|
|
|
(July
1, 1989 Restatement and
|
J.N.
Hunter, in his capacities as
|
|||
|
subsequent
restatements)
|
Beneficial
Owner of IRA Rollover
|
|||
|
2249
Davis Court
|
Trustee
of the Profit Sharing Plan
|
|||
|
Hayward,
CA 94545
|
General
Partner of Company
(above)
|
|||
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a Purchaser under the Current Agreement as
modified November 10, 2006, August 13, 2007, October 10, 2007, and
January18, 2008 (said January 18 th
modification only increased the limit of authorized notes outstanding from
the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and all of the Purchasers
currently holding Notes outstanding under the Current Agreement (except
for Purchasers holding $ 100,000 face value of Class 3 Notes currently
outstanding). The parties acknowledge that they have received a copy of
the Fifth Amended Agreement together with a copy of the Collateral
Assignment as amended March 5, 2008 and a copy of the separate Security
Agreement as amended March 6, 2008 (said Security Agreement only applies
to Class 2 Note Purchasers– providing such Class 2 Note Purchasers
additional collateral.) [With Purchaser, Purchasers, Notes, Class 2 Note,
Class 3 Notes and Warrants being defined in the Current
Agreement.]
|
Agreement
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
|
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
Dale R.
Kehoe and
|
Dale
Renee Kehoe Trust
|
|
|
/s/ Dale Renee Kehoe
|
|
|
By
Dale Renee Kehoe
|
|
|
(in
her respective
capacities)
|
|
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a Purchaser under the Current Agreement as
modified November 10, 2006, August 13, 2007, October 10, 2007, and
January18, 2008 (said January 18 th
modification only increased the limit of authorized notes outstanding from
the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and all of the Purchasers
currently holding Notes outstanding under the Current Agreement (except
for Purchasers holding $ 100,000 face value of Class 3 Notes currently
outstanding). The parties acknowledge that they have received a copy of
the Fifth Amended Agreement together with a copy of the Collateral
Assignment as amended March 5, 2008 and a copy of the separate Security
Agreement as amended March 6, 2008 (said Security Agreement only applies
to Class 2 Note Purchasers– providing such Class 2 Note Purchasers
additional collateral.) [With Purchaser, Purchasers, Notes, Class 2 Note,
Class 3 Notes and Warrants being defined in the Current
Agreement.]
|
Agreement
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
|
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
Edward J.
Carney, Trustee
of The
Carney Trust, Dated March 22, 1994
|
By:
|
/s/ Edward J. Carney,
Trustee
|
|
|
Edward
J. Carney, Trustee
|
||
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a party to the Current Agreement as modified November 10,
2006, August 13, 2007, October 10, 2007, and January18, 2008 (said January
18
th modification only increased the limit of authorized notes
outstanding from the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and 95% of all of the Purchasers
currently holding Notes outstanding under the Current Agreement. The
parties acknowledge that they have received a copy of the Fifth Amended
Agreement together with a copy of the Collateral Assignment as amended
March 5, 2008 and a copy of the separate Security Agreement as amended
March 6, 2008 (said Security Agreement only applies to Class 2 Note
Purchasers– providing such Class 2 Note Purchasers additional collateral.)
[With Purchaser, Purchasers, Notes, Class 2 Note, Class 3 Notes and
Warrants being defined in the Current
Agreement.]
|
Agreement
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
|
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
Maria P.
Kiely, Beneficiary
TD
Waterhouse Securities, Inc. Custodian for the Individual Retirement Account of
Maria P. Kiely (Account number 370-91507)
|
/s/ Maria P. Kiely
|
|
|
Maria
P. Kiely
|
|
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a party to the Current Agreement as modified November 10,
2006, August 13, 2007, October 10, 2007, and January18, 2008 (said January
18
th modification only increased the limit of authorized notes
outstanding from the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and 95% of all of the Purchasers
currently holding Notes outstanding under the Current Agreement. The
parties acknowledge that they have received a copy of the Fifth Amended
Agreement together with a copy of the Collateral Assignment as amended
March 5, 2008 and a copy of the separate Security Agreement as amended
March 6, 2008 (said Security Agreement only applies to Class 2 Note
Purchasers– providing such Class 2 Note Purchasers additional collateral.)
[With Purchaser, Purchasers, Notes, Class 2 Note, Class 3 Notes and
Warrants being defined in the Current
Agreement.]
|
Agreement
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
Michael
H. Kiely (personally)
30 Gladys
Drive
Spring
Vallen, New York 10977
Michael
H. Kiely, Beneficiary
TD
Waterhouse Securities, Inc., Custodian for the Individual Retirement Account of
Michael H. Kiely (Account number 370-91506)
and
Michael H. Kiely (as joint tenant with Inmay P. Kiely, Kotun C. Kiely, and Yung
Kwang J. Kiely)
|
/s/ Michael H. Kiely
|
|
|
Michael
H. Kiely (in his respective
capacaties)
|
|
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a party to the Current Agreement as modified November 10,
2006, August 13, 2007, October 10, 2007, and January18, 2008 (said January
18
th modification only increased the limit of authorized notes
outstanding from the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and 95% of all of the Purchasers
currently holding Notes outstanding under the Current Agreement. The
parties acknowledge that they have received a copy of the Fifth Amended
Agreement together with a copy of the Collateral Assignment as amended
March 5, 2008 and a copy of the separate Security Agreement as amended
March 6, 2008 (said Security Agreement only applies to Class 2 Note
Purchasers– providing such Class 2 Note Purchasers additional collateral.)
[With Purchaser, Purchasers, Notes, Class 2 Note, Class 3 Notes and
Warrants being defined in the Current
Agreement.]
|
Agreement
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
|
P.
Robert Klonoff
|
Susan
J. Klonoff
|
||
|
/s/ P. Robert Klonoff
|
/s/ Susan J.
Klonoff
|
|
|
|
P.
Robert Klonoff
|
Susan
J. Klonoff
|
||
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a party to the Current Agreement as modified November 10,
2006, August 13, 2007, October 10, 2007, and January18, 2008 (said January
18
th modification only increased the limit of authorized notes
outstanding from the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and 95% of all of the Purchasers
currently holding Notes outstanding under the Current Agreement. The
parties acknowledge that they have received a copy of the Fifth Amended
Agreement together with a copy of the Collateral Assignment as amended
March 5, 2008 and a copy of the separate Security Agreement as amended
March 6, 2008 (said Security Agreement only applies to Class 2 Note
Purchasers– providing such Class 2 Note Purchasers additional collateral.)
[With Purchaser, Purchasers, Notes, Class 2 Note, Class 3 Notes and
Warrants being defined in the Current
Agreement.]
|
Agreement
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
|
The
Klonoff Company, Inc.
|
|
|
/s/ P. Robert Klonoff
|
|
|
By
P. Robert Klonoff,
|
|
|
its
President
|
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a party to the Current Agreement as modified November 10,
2006, August 13, 2007, October 10, 2007, and January18, 2008 (said January
18
th modification only increased the limit of authorized notes
outstanding from the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and 95% of all of the Purchasers
currently holding Notes outstanding under the Current Agreement. The
parties acknowledge that they have received a copy of the Fifth Amended
Agreement together with a copy of the Collateral Assignment as amended
March 5, 2008 and a copy of the separate Security Agreement as amended
March 6, 2008 (said Security Agreement only applies to Class 2 Note
Purchasers– providing such Class 2 Note Purchasers additional collateral.)
[With Purchaser, Purchasers, Notes, Class 2 Note, Class 3 Notes and
Warrants being defined in the Current
Agreement.]
|
Agreement
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
|
Yung
Kwang J. Kiely (as a joint tenant with Michael H.
Kiely)
|
|
|
/s/ Yung Kwang J. Kiely
|
|
|
Yung
Kwang J. Kiely
|
|
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a party to the Current Agreement as modified November 10,
2006, August 13, 2007, October 10, 2007, and January18, 2008 (said January
18
th modification only increased the limit of authorized notes
outstanding from the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
C.
|
The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and 95% of all of the Purchasers
currently holding Notes outstanding under the Current Agreement. The
parties acknowledge that they have received a copy of the Fifth Amended
Agreement together with a copy of the Collateral Assignment as amended
March 5, 2008 and a copy of the separate Security Agreement as amended
March 6, 2008 (said Security Agreement only applies to Class 2 Note
Purchasers– providing such Class 2 Note Purchasers additional collateral.)
[With Purchaser, Purchasers, Notes, Class 2 Note, Class 3 Notes and
Warrants being defined in the Current
Agreement.]
|
Agreement
|
1.
|
Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
|
|
|
|
|
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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
|
This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
|
Ricardo
L. Larrabure
|
|
|
/s/ Ricardo L. Larrabure
|
|
|
Ricardo
L. Larrabure
|
CONSENT
TO AMEND and REPLACE AGREEMENTS
This
Consent to Amend and Replace Agreements, dated March 12, 2008, is given by a
Purchaser under the Fourth Amended Note and Warrant Purchase Agreement (the
“Current Agreement”) as by and among the Purchasers, Integral Vision, Inc., a
Michigan corporation, (the “Company”) and J. M. Warren Law Offices, P.C., as
Agent.
Factual
Statements
|
A.
|
The
undersigned is a party to the Current Agreement as modified November 10,
2006, August 13, 2007, October 10, 2007, and January18, 2008 (said January
18
th modification only increased the limit of authorized notes
outstanding from the October 10
th modification of $3.5 Million to $3.7 million) dated
effective as of the date of execution by such Purchasers, for the purchase
of the Notes and Warrants of the
Company.
|
|
|
|
|
B.
|
The
parties wish to adopt a Fifth Amended and Restated Note and Warrant
Purchase Agreement (“Fifth Amended Agreement”) which amends and completely
replaces the Current Agreement, including modifications thereto. The
parties also wish to amend to the Collateral Assignment of Proprietary
Rights and Security Agreement dated as of March 29, 2001 (“Collateral
Assignment”).
|
|
|
|
|
C.
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The
parties agree that this amendment will not be effective until it is agreed
to in writing by the Company, the Agent, and 95% of all of the Purchasers
currently holding Notes outstanding under the Current Agreement. The
parties acknowledge that they have received a copy of the Fifth Amended
Agreement together with a copy of the Collateral Assignment as amended
March 5, 2008 and a copy of the separate Security Agreement as amended
March 6, 2008 (said Security Agreement only applies to Class 2 Note
Purchasers– providing such Class 2 Note Purchasers additional collateral.)
[With Purchaser, Purchasers, Notes, Class 2 Note, Class 3 Notes and
Warrants being defined in the Current
Agreement.]
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Agreement
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1.
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Acceptance of Amended
and Restated Agreement and Collateral Assignment. The undersigned
agrees to accept the Fifth Amended Agreement and the Collateral Assignment
as amended March 5, 2008.
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2.
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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 WERE KNOWINGLY AND VOLUNTARILY
MADE.
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This
Consent to Amend and Replace Agreements is signed effective March 12,
2008.
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Robert
W. Collis
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/s/ Robert W. Collis
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Robert
W. Collis
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