CONSENT TO MODIFICATIONS

EX-4.21 2 v309142_ex4-21.htm

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 ModificationsPage 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 ModificationsPage 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 ModificationsPage 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 ModificationsPage 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 ModificationsPage 5 of 5