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Exhibit 10.6
SMART ONLINE, INC.
AMENDMENT
NO.
1 TO STOCK PURCHASE WARRANT AND AGREEMENT
THIS
AMENDMENT NO. 1 TO STOCK PURCHASE WARRANT AND AGREEMENT (this
“
Amendment ”),
effective
as of February 20, 2008, is made and entered into by and between
Smart Online, Inc., a Delaware corporation (the “
Company ”),
and Atlas Capital SA, a Swiss business organization
(“
Holder ”).
W
I T N E S S E T H:
WHEREAS ,
on
November 13, 2006, the Holder issued an irrevocable standby letter
of credit (the “
Wachovia Letter of Credit ”)
to secure a revolving credit arrangement (the “
Wachovia Line of Credit ”)
for the Company with Wachovia Bank, NA (“
Wachovia ”)
in the amount of $1.3 million.
WHEREAS ,
on January 24, 2007, the Company increased the amount of the
Wachovia Line of Credit by $1.2 million and Wachovia required a
corresponding $1.2 million increase in the Holder’s Wachovia
Letter of Credit (the “
Wachovia Letter of Credit Increase ”).
WHEREAS ,
as consideration for the Holder’s agreement to the Wachovia
Letter of Credit Increase, the Holder and the Company agreed to
enter into a Stock Purchase Warrant and Agreement dated January 15,
2007 (the “
Warrant Agreement ”),
which represents the issuance of a stock purchase warrant (the
“
Warrant ”)
to the Holder convertible into common stock of the Company at a
price of $2.70 (the “
Exercise Price ”).
WHEREAS ,
the
Company has paid off the Wachovia Line of Credit and entered into a
new revolving credit arrangement (the “
Paragon Line of Credit ”)
with Paragon Commercial Bank on February 20, 2008.
WHEREAS ,
the Wachovia Letter of Credit has been released from securing the
Wachovia L
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