ContractPowercold Corp • June 30th, 2006 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF EITHER: AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS; OR, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO POWERCOLD CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
OMNIBUS AMENDMENTOmnibus Amendment • June 30th, 2006 • Powercold Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Omnibus Amendment, dated June 26, 2006, by and between POWERCOLD CORPORATION, a Nevada corporation (the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending and restating the terms of that certain Secured Convertible Term Note, dated as of July 29, 2004 (as amended, modified and/or supplemented from time to time, the “Term Note”) issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of July 29, 2004 by and between the Company and Laurus (as amended, modified and/or supplemented from time to time, the “Purchase Agreement” and, together with the Term Note, the “Loan Documents”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Securities Purchase Agreement.
