AGREEMENT
THIS AGREEMENT is made and entered into this
__ day of September, 2009, by Remote Dynamics, Inc.
(the “ Company ”) and HFS Minorplanet Funding
LLC (“ HFS ”).
Statement of
purpose
Remote Dynamics, Inc. (the “
Company ”) and HFS entered into a Note and Warrant
Purchase Agreement dated as of November 30, 2006 (the “
Series B Purchase Agreement ” and together with the
Notes, the Warrants, the Security Agreement, the Registration
Rights Agreement and other agreements entered into in connection
therewith, the “ Series B Agreements ).
Pursuant to the terms of the Series B Purchase
Agreement and that certain Promissory Note, dated as of November
30, 2006, by and between the Company and HFS (as amended), the
Company issued to HFS
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Series B
Subordinated Secured Convertible Promissory Note Dated December 4,
2006 (No. CN-B-06-2); Face Amount $50,000
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Series B
Subordinated Secured Convertible Promissory Note Dated January 10,
2007 (No. CN-B-06-2); Face Amount $50,000
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Series B
Subordinated Secured Convertible Promissory Note Dated March 28,
2007 (No. CN-B-06-2C); Face Amount $50,000
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Series B
Subordinated Secured Convertible Promissory Note Dated May 8, 2007
(No. CN-B-06-A1); Face Amount $1,000,000
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Series B
Subordinated Secured Convertible Promissory Note Dated May 21, 2008
(No. CN-B-06-2D); Face Amount $50,000
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Original Issue
Discount Series B Subordinated Secured Convertible Promissory Note
Dated December 4, 2006 (No. ZCN-A-06-2); Face Amount
$20,000
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Original Issue
Discount Series B Subordinated Secured Convertible Promissory Note
Dated January 10, 2007 (No. ZCN-A-06-2); Face Amount
$20,000
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Original Issue
Discount Series B Subordinated Secured Convertible Promissory Note
Dated March 28, 2007 (No. ZCN-A-06-2C); Face Amount
$20,000
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Original Issue
Discount Series B Subordinated Secured Convertible Promissory Note
Dated May 8, 2007 (No. ZCN-A-06-A1); Face Amount
$400,000
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Original Issue
Discount Series B Subordinated Secured Convertible Promissory Note
Dated May 21, 2008 (No. ZCN-A-06-2D); Face Amount
$100,000
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Series F-4 and
E-7 Warrants Dated December 4, 2006
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Series F-4 and
E-7 Warrants Dated January 10, 2007
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Series F-4 and
E-7 Warrants Dated March 28, 2007
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Series F-4 and
E-7 Warrants Dated May 8, 2007
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Series F-4 and
E-7 Warrants Dated May 21, 2008
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