Side Letter Agreement Regarding Note Conversion between SpaceDev, Inc. and Laurus Master Fund, Ltd.

Contract Categories: Business Finance › Note Agreements
Summary

This agreement is between SpaceDev, Inc. and Laurus Master Fund, Ltd. Laurus agrees to convert $1.5 million of outstanding debt into SpaceDev common stock at set prices, provided the conversion occurs by December 31, 2004. SpaceDev must file an amendment to its SEC registration to cover the shares by September 30, 2004. All other terms of the original Security Agreement remain unchanged, and no default has occurred as of the agreement date.

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EX-10.3 7 doc7.txt LAURUS SIDELETTER August 25, 2004 Via Telecopier - --------------- SpaceDev, Inc. 13855 Stowe Drive Poway, CA 92064 Attention: Richard B. Slansky Re: Letter Agreement Dear Mr. Slansky: Reference is hereby made to that certain Security Agreement dated June 3, 2003 by and between SpaceDev, Inc. (the "Company") and Laurus Master Fund, Ltd. ("Laurus") (the "Security Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement. Laurus is hereby agrees to convert $1,500,000 aggregate principal amount outstanding on the Note on the date hereof into the Company's Common Stock at a Fixed Conversion Price of $0.85 per share for the first $500,000 and $1.00 per share for the remaining $1 million on or before December 31, 2004 (the "Conversion"). The Company shall use its best efforts to file on or before September 30, 2004, a post effective amendment to its registration statement No. 333-116766 on Form SB-2 declared effective by the SEC on July 1, 2004, to register a sufficient number of shares of the Company's Common Stock underlying the Conversion. As of the date hereof, no Event of Default has occurred and is continuing under the Security Agreement or the Note and all other terms and provisions of the Security Agreement and the Ancillary Agreements remain in full force and effect. LAURUS MASTER FUND, LTD. By: /s/ Eugene Grin ---------------------- Eugene Grin Agreed and accepted on the date hereof SPACEDEV, INC. By: /s/ Richard B. Slansky - --------------------------------- Name: Richard B. Slansky Title: Chief Financial Officer