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Exhibit
10.42
FIRST AMENDMENT
TO
CONVERTIBLE SECURED
PROMISSORY NOTE
This First Amendment to
Convertible Secured Promissory Note (this “
Amendment ”) is entered into as of July
, 2007 by and between Catcher
Holdings, Inc., a Delaware corporation (the “
Company ”), and [
] (the “ Noteholder ”). This Amendment
amends that Convertible Secured Promissory Note from the Company to
the Holder dated as of [
] (the “ Note ”). Capitalized terms not
otherwise defined herein shall have the meanings given in the
Note.
R
ECITALS
W HEREAS
, the Company and the Holder are parties to the
Note;
W HEREAS
, the Company and the Holder desire to amend the Note to fix
the conversion price in connection with the filing of a
registration statement pursuant to the Registration Rights
Agreement, dated as of June 20, 2007, by and among the Company
and the persons and entities listed on Exhibit A
thereto.
N OW , T
HEREFORE , in consideration of the foregoing and
of the mutual promises and covenants set forth herein, the parties
agree as follows:
1. A
MENDMENT TO N OTE
. Section 6(a)(i) of the Note is hereby deleted and replaced
by the following:
“(i) In the event that
(i) the Company elects to prepay this Note pursuant to
Section 4(c) or (ii) the Holder elects to convert this
Note, in each case, in whole or in part, at any time prior to the
closing of a Next Financing, notice of such intention shall be
delivered to the other party by registered mail at least ten
(10) Business Days prior to such prepayment or conversion.
Holder shall then have the right to convert all or any
po
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