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Exhibit 10.2
WAIVER
CONSENT AND AMENDMENT AGREEMENT
THIS
WAIVER, CONSENT AND AMENDMENT AGREEMENT, dated as of May __,
2008 (this “ Agreement
”), among Airtrax, Inc. (“ Borrower
”), the parties identified on Schedule A hereto
(“ Secured
Lenders ”) (each a “
Party
” and
collectively the “
Parties
”
).
W
I T N E S S E T H:
WHEREAS,
Secured Lenders have entered into financing arrangements with
the Borrower pursuant to which the Secured Lenders were issued
certain debentures; and
WHEREAS,
the Borrower requires additional funding the terms of which
may conflict with the terms of the agreements entered into
between the Parties.
NOW
THEREFORE, in consideration of the mutual benefits accruing to
Secured Lenders and Borrower and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as
follows:
1.
DEFINITIONS
.
As
used in this Agreement, the following terms shall have the
meanings ascribed to them below:
“
April
2008 Financing ” means the financing the Borrower
intends to complete with those Secured Lenders that choose to
participate on our about the date of this
Agreement;
“
April
2008 Financing Documents &
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