AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO NOTE PURCHASE AGREEMENT
THIS
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (the “Amendment”)
is
made this 19th
day of
August 2008 by and among INTELLIHOME, INC. (the “Company”),
a
Texas corporation, XXXX XXXXXXX, an individual residing in Katy, Texas
(“Trimble”),
and
the Purchasers.
WHEREAS,
the Company, Trimble and the Purchasers entered into that certain Note Purchase
Agreement, dated June 5, 2008 (the “Purchase
Agreement”),
pursuant to which the Purchasers agreed to provide Total Funding to the Company
in an amount up to $575,000; all capitalized terms used herein and not otherwise
defined herein shall have the meaning set forth in the Purchase
Agreement;
WHEREAS,
pursuant to the Purchase Agreement, the Purchasers were required to provide
the
Cash Settlement Funding Amount by the end of the Initial Funding Period, which
period ended on July 25, 2008;
WHEREAS,
Company Funding provided by the Purchasers as of July 25, 2008 totaled
$50,000;
WHEREAS,
the Purchasers have utilized funds, that would otherwise have been utilized
to
partially satisfy the Cash Settlement Funding Amount, to fund (the “Oil
and Gas Funding”)
the
acquisition by the Company of a working interest in minerals and drilling of
an
oil well (the mineral interest and well being referred to, collectively, as
“Oil
and Gas Assets”);
WHEREAS,
in recognition of the Purchasers providing the Oil and Gas Funding and the
parties’ desire to extend the period within which the Purchasers are required to
provide funding to the Company, the parties to the Purchase Agreement desire
to
amend the Purchase Agreement to: (i) acknowledge that the Oil and Gas Funding
does not apply to the satisfaction of the Cash Settlement Funding Amount or
the
Company Funding Obligation, (ii) extend the Initial Funding Period to August
31,
2008, (iii) acknowledge and agree that the, for purposes of the Purchase
Agreement, liabilities of the Company reflected on its June 30, 2008 balance
sheet as included in the Company’s Form 10-QSB filed (or to be filed) with the
SEC (other than amounts owing to the Purchasers pursuant to the Purchase
Agreement) shall constitute the Settled Debts, and (iv) acknowledge and agree
that the payment or funding of any expenses or obligations incurred by the
Company after June 30, 2008 shall not be applied toward the satisfaction of
the
Cash Settlement Funding Amount or the Company Settlement Funding
Amount.
NOW,
THEREFORE, in consideration of the mutual covenants and undertakings herein
set
forth, the parties hereto agree as follows:
1. |
Oil
and Gas Acquisition.
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The
Purchase Agreement is hereby amended to add new Section 2(e) to read in full
as
follows:
“(e) It
is
hereby acknowledged and agreed that (i) the Purchasers have provided the Oil
and
Gas Funding in the amount of $70,344 to fund the acquisition by the Company
of
the Oil and Gas Assets, comprised of a working interest in minerals and the
drilling of an oil well in Oklahoma, (ii) the amounts provided as the Oil and
Gas Funding shall be treated as New Business Indebtedness and shall not be
deemed to satisfy any of the Company Funding Obligations, (iii) the Company
shall issue to the Purchasers Notes in the amount of the Oil and Gas Funding;
provided, that, until such time as the Company Funding Obligation has been
satisfied in full, the Company shall have the right to satisfy the Notes so
issued, in full, by conveying to the Purchasers the Oil and Gas Assets, and
(iv)
the Purchaser Management Designee shall have the sole right and power to act
on
behalf of the Company to oversee and manage the Oil and Gas
Assets.”
2.
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Initial
Funding Period
Extension.
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Section
2(a)(iii) of the Purchase Agreement is hereby amended to and restated to read
in
full as follows:
“(iii) On
or
before August 31, 2008 (the “Initial
Funding Period”),
the
Purchasers shall provide funding to the Company in an amount equal to the lesser
of (A) the Settled Debts, as reflected on the Settled Amounts Schedule (as
defined below), or (B) $175,000 less all amounts funded pursuant to Section
4(b)(iii)(z) of this Agreement (such lesser amount being referred to as the
“Cash
Settlement Funding Amount”),
which
amount shall be applied to the payment of all outstanding indebtedness and
liabilities of the Company other than Installment Debt (as defined below),
including, but not be limited to, (Y) accrued and unpaid salary as of the date
hereof as reflected on the Company’s books and records and accruing from the
date hereof through the last day of the Operating Period (provided, however,
that such amount is not otherwise included in the Working Capital Requirement),
and (Z) amounts borrowed on credit cards, bank facilities or otherwise by
officers, directors or shareholders of the Company for the benefit and use
of
the Company as reflected on the Company’s books and records; provided, however,
that the Purchasers may, by written notice to the Company, extend the Initial
Funding Period by fifteen (15) days (as extended, the “Extended
Funding Period”)
if,
and only if, the Purchasers have, on or before the last day of the Initial
Funding Period, provided funding in an aggregate amount not less than $125,000
pursuant to Section 2(b)(iii) of this Agreement.”
3. |
Settled
Debt on Settled Amounts
Schedule.
|
Section
2(c)(iii) of the Purchase Agreement is hereby amended to add at the end of
the
paragraph:
“For
purposes of determining the Settled Debts to appear on the Settled Amounts
Schedule, all liabilities (other than amounts owing to the Purchasers pursuant
to this Agreement) appearing on the Company’s June 30, 2008 (the “Balance
Sheet Date”)
balance sheet included in the Company’s Quarterly Report on Form 10-QSB as filed
with the SEC shall be conclusive as to the Settled Debts.”
2
4. |
New
Business
Indebtedness.
|
Section
7
of the Purchase Agreement is hereby amended to add at the end of the
paragraph:
“New
Business Indebtedness shall be deemed to include any expenses or indebtedness
incurred by, or on behalf of, the Company after the Balance Sheet Date,
including but not limited to accounting and legal fees associated with
preparation and filing of reports by the Company with the SEC.”
IN
WITNESS WHEREOF, each of the parties have caused this Amendment to be executed
by themselves or by their respective officers thereunto duly authorized, all
as
of the day and year first above written.
By:
/s/ Xxxx Xxxxxxx
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Name:
Xxxx Xxxxxxx
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Title:
President
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XXXX
XXXXXXX:
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/s/
Xxxx Xxxxxxx
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Xxxx
Xxxxxxx, Individually
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PURCHASERS:
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STARR
CONSULTING, INC.
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By:
/s/ Xxx Xxxxxxxxxxx
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Name:
Xxx Xxxxxxxxxxx
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Title:
President
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POWER
NETWORK, INC.
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By:
/s/ Xxx Xxxxxxxx
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Name:
Xxx Xxxxxxxx
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Title: President
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BAF
CONSULTING, INC.
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By:
/s/ Xxxxxxx Xxxxxxx
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Name:
Xxxxxxx Xxxxxxx
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Title:
President
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NEW
AGE SPORTS, INC.
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By:
/s/ Xxxxxx Xxxxxxxx
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Name:
Xxxxxx Xxxxxxxx
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Title:
President
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PROJECT
DEVELOPMENT, INC.
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By:
/s/ Xxxxxx Xxxxxxxxx
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Name:
Xxxxxx Xxxxxxxxx
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Title:
President
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SEVILLE
CONSULTING, INC.
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By:
/s/ Xxxxx X. Xxxxx
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Name:
Xxxxx X. Xxxxx
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Title:
President
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MBA
INVESTORS
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By:
/s/ Xxxxxx X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
President
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YT2K,
INC.
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By:
/s/ Xxxxxxx Xxxxxx
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Name:
Xxxxxxx Xxxxxx
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Title:
President
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ACTIVE
STEALTH, LLC
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By:
/s/ Xxxxxxx Xxxxxx
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Title:
Manager
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