CONSENT TO MODIFICATIONS
EX-4.19 8 v235311_ex4-19.htm EXHIBIT 4.19
CONSENT TO MODIFICATIONS
This Consent to Modifications, dated June 18, 2010, 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 J. M. Warren Law Offices, P.C., 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, and April 19, 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. | Some of the Company’s Class 2 Noteholders have indicated a desire to have some payments made by the Company pursuant to their Class 2 Notes applied to the principal outstanding on said notes first rather than be applied first to the accrued interest due as specified in the Purchase Agreement. The parties to this Purchase Agreement wish to modify the terms therein to allow such an election by the Class 2 Noteholders. |
| C. | Class 3 Noteholders are currently limited pursuant to Section 6. of their notes as follows: “Forbearance from suit. No Note holder of this issue may institute any suit or proceeding for the enforcement of the payment of principal or interest unless the holders of more than 50 percent in amount of all outstanding Notes of this issue join in the suit or proceeding.” It is in the Company’s and Noteholders’ interest to have the “Events of Default” provisions governing Class 3 Notes be amended to “conform” to the aforementioned forbearance from suit limitations. |
Agreement
1. Modifications. The undersigned agree to the modifications to the Purchase Agreement as follows:
Section 1. (b) (ii): The sentence in this section, “Payments will be applied first to accrued interest and then to principal.” shall be replaced with as follows:
June 18, 2010 — Integral Vision, Inc. — Consent to Modifications
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Payments to Class 2 Noteholders will be applied first to accrued interest and then to principal unless a specific Class 2 Noteholder notifies the Company in writing (with said written notice being received by the Company on or before the Company makes a payment to said Class 2 Noteholder) that it wants payments or a portion of said payments (as specified in said written notice to the Company by the Class 2 Noteholder) applied first to principal and then to accrued interest.
Section 14.1. (a): The following shall be added after the word “Agent” in said section:
Notwithstanding the foregoing, it shall not be considered an Event of Default if the Company defaults in the payment of any part of the principal or interest due pursuant to any Class 3 Note when the same shall become due and payable (“Late Class 3 Note Payments”) unless the Company has Late Class 3 Note Payments due to the holders of fifty percent (50%) of the then outstanding Class 3 Notes (said 50% shall be based on the aggregate principal amounts of Class 3 Notes then outstanding);
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.
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 | |
June 18, 2010 — Integral Vision, Inc. — Consent to Modifications
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| Signed: | |
| J.M. Warren Law Offices, P.C., As Agent | |
| /s/ J.Michael Warren | |
| J. Michael Warren | |
| Signed: | |
| John R. Kiely, III | |
| John R. Kiely, III Trust dated May 22, 2007, | |
| John R. Kiely, III, Trustee | |
| John R. & Margaret Lee Kiely Revocable Trust, | |
| John R. Kiely, III, 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 | |
| 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) | |
June 18, 2010 — Integral Vision, Inc. — Consent to Modifications
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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 | |||
June 18, 2010 — Integral Vision, Inc. — Consent to Modifications
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