Exhibit
10.2
Execution
Copy
AMENDMENT NO. 1 TO PROMISSORY
NOTE
This Amendment No. 1 to
Promissory Note (“Amendment”) is entered into as of
May 20, 2009, by and between OVERLAND STORAGE, INC., a
California corporation (“Maker”), and ADAPTEC, INC., a
Delaware corporation (“Holder”).
WHEREAS Maker executed and delivered
to Holder that certain Promissory Note (“Original
Note”) dated as of June 27, 2008 and payable to the
order of Holder in the original principal amount of One Million
Four Hundred Thirty One Thousand Seven Hundred Eighteen Dollars and
Forty Cents ($1,431,718.40), subject to adjustment and interest
(“Original Amount”), which Original Note was executed
and delivered pursuant to and in accordance with the terms and
conditions of the Asset Purchase Agreement, dated June 27,
2008, by and between Maker and Holder (“Agreement”);
and
WHEREAS, Maker and Holder mutually
desire to amend the payment schedule and adjusted, offset and
interest-bearing amounts payable under the Original
Note.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Maker and
Holder hereby agree as follows:
1. All capitalized terms not
otherwise defined herein shall have the respective meanings
ascribed to them in the Original Note and/or in the
Agreement.
2. The second sentence of the first
paragraph of the Original Note is hereby superseded and replaced in
its entirety by the following language and the payment schedule and
amounts reflected immediately below (“Payment
Schedule”):
“The entire unpaid principal
and all accrued but unpaid interest, taking into account all
applicable adjustments and offsets, shall be due and payable on the
dates and in the amounts as follows:
PAYMENT SCHEDULE
