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Exhibit
10.32
FIRST AMENDMENT TO THE
11% SENIOR SECURED PROMISSORY NOTES
This
First Amendment to The 11% Senior Secured Promissory Notes
(this “
Agreement ”)
is made and entered into as of June 29, 2007 (the “
Effective Date ”),
by and between
XA, Inc. ,
a Nevada corporation (“
XA ”)
and
Vision Opportunity Master Fund, Ltd. (the
“
Purchaser ”),
each individually a “
Party ”
and collectively the “
Parties .”
W
I
T
N
E
S
S
E
T
H
:
WHEREAS ,
pursuant to a Securities Purchase Agreement entered into with the
Purchaser on or about October 23, 2006 (the
“Prior Purchase Agreement”
),
XA sold the Purchaser a fifteen month 11% Senior Secured
Convertible Promissory Note (the “
Prior
Notes ”),
in the amount of $1,250,000;
WHEREAS ,
XA recently sold an additional $200,000 in twelve month 11% Senior
Secured Convertible Promissory Notes on substantially similar terms
as the Prior Notes to the Purchaser (other than the maturity date
thereof and other revisions which were agreed by the Parties)(the
“
Follow On Notes ”),
in connection with the sale of an aggregate of $450,000 in
additional notes (the “
Follow On Funding ”);
and
WHEREAS ,
a negotiated term and provision of the Follow On Funding was the
amendment of the maturity date of the Prior Notes to be equal to
the maturity date of the Follow On Notes.
NOW, THEREFORE ,
in consideration for the promises and pledges contained below and
other good and valuable consideration, which consideration the
Parties acknowledge receipt of, and the premises and the mutual
covenants, agreements, and considerations herein contained, the
Parties hereto agree as follows:
1.
Amendment To Maturity Date of The Prior
Notes.
XA
and the Purchaser each individually agree to amend and replace
the definition of “Maturity Date” as defined in
the introductory paragraph of the Prior Notes to which they
are a party, to June 29, 2008 (the “
Amendment ”).
The Parties further agree that any menti
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