Addendum No. 1 to Promissory Note
Exhibit
10.3
Addendum
No. 1 to Promissory Note
Reference
is made to the Promissory Note (the “November Date”), dated as of November 30,
2006, by and between Remote Dynamics, Inc. a Delaware corporation, (the
“Company”) and HFS MINORPLANET FUNDING, LLC (the
“Borrower”). Capitalized terms used, but not defined, herein have the
respective meanings set forth in the November Note.
This
letter agreement confirms the understanding and agreement between the Company
and the lender that the November Note and the Existing Note and any and all
obligations of the Company thereunder (including, without limitations, in
respect of accrued interest) are hereby cancelled and of no further force or
effect.
In
consideration of the foregoing, concurrently with the execution hereof, the
Company is issuing to the Lender the following securities pursuant to the terms
of the Note and Warrants Purchase Agreement, dated as of November 30, 2006,
among the Company, the lender and the other purchaser listed
therein:
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(i)
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a
Series B subordinated secured convertible promissory note of the
Company,
in the principal amount of $1,000,000;
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(ii)
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an
original issue discount series B subordinated secured convertible
promissory note of the Company in the principal amount of
$400,000;
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(iii)
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a
Series E-7 warrant to purchase 46,875,000 shares of the Company’s common
stock at an exercise price of $0.02 per share; and
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(iv)
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a
Series F-4 warrant to purchase 46,875,000 shares of the Company’s common
stock at an exercise price of $0.03 per
share
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IN
WITNESS WHEREOF, each of the undersigned has caused this letter agreement to
be
signed in its name effective as of the 8th
day of May,
2007.
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HFS
MINORPLANET FUNDING LLC
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By:
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/S/
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05/08/07
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Name:
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▇▇▇▇▇▇
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Title:
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Director
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By:
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/S/
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05/08/07
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Name:
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▇▇▇▇
▇▇▇▇▇▇▇▇
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Title:
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CEO
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