Note Modification Agreement between Caliber I.D. and Northeast LCD Capital, LLC
Caliber I.D. and Northeast LCD Capital, LLC agree to modify two existing promissory notes. If Caliber raises $6 million in a new financing round, the $5 million note (plus interest) will convert into Caliber’s common stock on the same terms as new investors. The $7 million note’s maturity is extended by three years, with interest due at maturity and limited default events. Upon conversion of the $5 million note, Northeast will receive warrants to buy 150,000 shares at a set price. The agreement is binding and will be promptly formalized.
Exhibit 10.1
95 Methodist Hill Drive Suite 500
Rochester New York 14623
585 ###-###-#### | 585 ###-###-####
October 7, 2013
Dear Northeast LCD Capital, LLC:
As you know, Northeast LCD Capital, LLC holds two Notes from Caliber I.D. in the original principal amounts of $7 million and $5 million. To permit Caliber to raise its next financing round, Northeast agrees to modify the Notes as follows:
| 1. | Contingent only on Caliber raising $6 million in the contemplated offering, the outstanding principal and interest of the $5 million Note will be converted in the offering into Caliber’s common stock on the same terms as the shares that are sold to other investors in the offering. |
| 2. | The maturity of the $7 million Note will be extended by 3 years, the interest rate will remain the same but interest will be payable only on maturity, and the only events of default will be nonpayment at maturity or Caliber’s insolvency. |
| 3. | Upon the conversion of the $5 million Note, Caliber will issue to Northeast fully-vested warrants to purchase 150,000 shares of common stock at an exercise price equal to the higher of $1.00 per share or the price at which shares are sold in the offering. |
This letter is intended to be binding. To that end, the parties agree to promptly modify the Notes accordingly.
Sincerely,
Caliber I.D.
| /s/ |
Agreed:
Northeast LCD Capital, LLC
| /s/ |
