WAIVER CONSENT AND AMENDMENT AGREEMENT
Exhibit
10.2
WAIVER CONSENT AND AMENDMENT
AGREEMENT
THIS
WAIVER, CONSENT AND AMENDMENT AGREEMENT, dated as of May __, 2008 (this “Agreement”),
among Airtrax, Inc. (“Borrower”),
the parties identified on Schedule A hereto (“Secured
Lenders”) (each a “Party” and collectively the “Parties”).
W I T N E
S S E T H:
WHEREAS,
Secured Lenders have entered into financing arrangements with the Borrower
pursuant to which the Secured Lenders were issued certain debentures;
and
WHEREAS,
the Borrower requires additional funding the terms of which may conflict with
the terms of the agreements entered into between the Parties.
NOW
THEREFORE, in consideration of the mutual benefits accruing to Secured Lenders
and Borrower and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:
1.
DEFINITIONS.
As used
in this Agreement, the following terms shall have the meanings ascribed to them
below:
“April 2008
Financing” means the financing the Borrower intends to complete with
those Secured Lenders that choose to participate on our about the date of this
Agreement;
“April 2008
Financing Documents” means all the agreements, instruments and other
documents entered into on or about the date of this Agreement, pursuant to which
the Borrower entered into the April 2008 Financing;
“Secured
Lenders Notes”
means the Notes issued to the Secured Lenders in the Secured Lenders Transaction
pursuant to the Secured Lenders Transaction Documents;
“Secured
Lenders Transaction”
means the transactions entered into pursuant to the Secured Lenders Transaction
Documents;
“Secured
Lenders Transaction
Documents” means all agreements, instruments and other documents that
Borrower and/or Secured Lenders entered into on or about February 20, 2007, and
all transaction documents as defined in such agreements, instruments and other
documents together with all documents related thereto, as may have been amended,
including but not limited to the Securities Purchase Agreement, Debenture,
Registration Rights Agreement, Common Stock Purchase Warrant, Escrow Deposit
Agreement, Security Agreement and Subsidiary Guaranty.
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2.
WAIVERS
AND CONSENT.
Notwithstanding
Section 4.14 of the Securities Purchase Agreement entered into between the
Parties on or about February 20, 2007 (the “Securities Purchase Agreement”) The
Secured Lenders hereby consent to the Borrower’s entering into the April 2008
Financing Documents and completing the April 2008 Financing and waive the
prohibition contained in said Section 4.14 of the Securities
Purchase Agreement. The Secured Lenders hereby waive their rights to participate
in the April 2008 Financing pursuant to Section 4.13 of the Securities Purchase
Agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as
of the day and year first above written.
BORROWER
| AIRTRAX INC. | ||||
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SECURED
LENDERS
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/s/
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/s/
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By:
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By:
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Its:
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Its:
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