CONSENT TO MODIFICATIONS
CONSENT TO MODIFICATIONS
This Consent to Modifications, dated November 15, 2011, is given and agreed to by the “Purchasers” under the Fifth Amended and Restated Note and Warrant Purchase Agreement by and among the Purchasers, Integral Vision, Inc., a Michigan corporation (the "Company"), and The Klonoff Company, Inc. as Agent.
Factual Statements
| A. | The undersigned is a Purchaser under the Fifth Amended and Restated Note and Warrant Purchase Agreement (as modified December 15, 2008, January 28, 2009, June 10, 2009, June 23, 2009, September 16, 2009, April 19, 2009, and June 18, 2010), dated effective as of the date of execution by such Purchaser, for the purchase of the Notes and Warrants of the Company (the “Purchase Agreement”). |
| B. | The Company is nearing the $ 10,000,000.00 limit of authorized notes outstanding pursuant to the Purchase Agreement and needs to raise additional funds to keep operating. The parties to this Purchase Agreement wish to modify certain portions of the Fifth Amended and Restated Note and Warrant Purchase Agreement to increase this limit, which shall be accomplished by attaching the below modifications to the Purchase Agreement in the form of an addendum to the Purchase Agreement. |
Agreement
| 1. | Modifications. The undersigned agree to the modifications to the Purchase Agreement as follows: |
Section 1. b.: In the portion of said section stating, “As used herein, “Note” or "Notes" means either “Class 2 Notes” or “Class 3 Notes” in a total aggregate amount outstanding at any time not to exceed $10,000,000” shall be modified to read, “As used herein, “Note” or "Notes" means either “Class 2 Notes” or “Class 3 Notes” in a total aggregate amount outstanding at any time not to exceed $11,000,000.”
| 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, AND THAT THE MODIFICATIONS SET FORTH HEREIN WERE KNOWINGLY AND VOLUNTARILY MADE. |
| November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications | Page 1 of 5 |
| 3. | Effective Date. This agreement shall be effective on the date that the majority of the holders of the Notes and Shares currently outstanding under said Purchase Agreement, the Company (as authorized by its Board of Directors), and the Agent have signed this Consent to Modification. |
Signed:
Integral Vision, Inc.
/s/ Charles J. Drake
Charles J. Drake
Chairman
| November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications | Page 2 of 5 |
Signed:
P. Robert Klonoff
/s/ P. Robert Klonoff
By P. Robert Klonoff
Susan J. Klonoff
/s/ Susan J. Klonoff
By Susan J. Klonoff
The Klonoff Company, Inc. (as Agent for the note holders and also as an owner of shares and Notes)
/s/ P. Robert Klonoff
By P. Robert Klonoff, its President
| November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications | Page 3 of 5 |
Signed:
John R. Kiely, III (personally)
Kiely 1979 Trust FBO John R. Kiely, III
John R. Kiely, Trustee
John R. Kiely, III Trust dated May 22, 2007,
John R. Kiely, III, Trustee
Marital Deduction Trust created under the John R. and Margaret Lee Kiely 1979 Trust
John R. Kiely, Trustee
John R. & Margaret Lee Kiely Revocable Trust,
John R. Kiely, III, Trustee
Margaret Lee Kiely 1996 Family Trust
John R. Kiely, Trustee
Kiely 1979 Trust FBO Margaret Harris
John R. Kiely, Trustee
Kiely 1979 Trust FBO Kathryn Felix
John R. Kiely, Trustee
Kiely 1979 Trust FBO Pam Oatis
John R. Kiely, Trustee
Michael Hughes Kiely Family Trust, dated November 4, 1986,
John R. Kiely, III, Trustee
/s/ John R. Kiely, III
John R. Kiely, III
In his respective capacities
| November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications | Page 4 of 5 |
Signed:
Michael H. Kiely
Michael H. Kiely, Beneficiary (self-directed IRA account)
TD Ameritrade, Inc., Custodian for Michael H. Kiely, Account # 370-91506
Michael H. Kiely, Trustee for the Michael Hughes Kiely Family Trust, dated November 4, 1986
/s/ Michael H. Kiely
Michael H. Kiely
(Personally, as Trustee for Michael Hughes Family Trust, and as Beneficiary for his IRA)
Signed:
| Dean Witter Reynolds | Industrial Boxboard Company |
| Custodian for John N. Hunter | John N. Hunter, its General Partner |
| IRA Rollover dtd 3-30-2000 | 2249 Davis Court |
| MSDW Account #112-014301 | 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 the IRA Rollover, |
| 2249 Davis Court | Trustee of the Profit Sharing Plan, |
| Hayward, CA 94545 | and General Partner of the Industrial |
| Boxboard Company | |
| November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications | Page 5 of 5 |
