EXHIBIT 10.91
WAIVER
WAIVER dated as of October 23, 2006 by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a
Louisiana resident ("▇▇▇▇▇▇▇▇"), and Sedona Corporation, a corporation organized
under the laws of the Commonwealth of Pennsylvania (the "Company").
WHEREAS, on March 28, 2006 ▇▇▇▇▇▇▇▇ and the Company executed a binding Term
Sheet whereby ▇▇▇▇▇▇▇▇ agreed to provide the Company with Three Hundred Thousand
and 00/100 Dollars ($300,000.00) of working capital financing (the "First
Loan"); and
WHEREAS, the First Loan was evidenced by a convertible promissory note
dated March 30, 2006 in the principal amount of First Loan (collectively the
"First Note"), which note grants ▇▇▇▇▇▇▇▇ the option to convert all or part of
the outstanding balance of such note into shares of the Company at a conversion
price of $0.25 per share; and
WHEREAS, the Company and ▇▇▇▇▇▇▇▇ also entered into a Loan Agreement which
set forth certain terms and conditions of the First Loan, including but not
limited to anti dilution protection for the conversion price (the "First Loan
Agreement"); and
WHEREAS, the First Loan Agreement and First Note were replaced on May 31,
2006 by new a loan (the "Second Loan") agreement (the "Second Loan Agreement"),
and a new convertible note (the "Second Note") which changed the conversion
price of the Second Loan from $0.25 per share to $.20 per share; and
WHEREAS, pursuant to a refinancing of certain loans made by ▇▇▇▇▇ ▇. ▇▇▇
("Vey") to the Company, the Company has issued a convertible promissory note
dated as of October 23, 2006 in the principal amount of Two Million Six Hundred
Ninety One Thousand Two Hundred Sixty Three and 36/100 Dollars ($2,691,263.36)
(the "Vey Note"), which grants to Vey the option to convert all or part of the
outstanding balance thereunder to shares of the Company at the conversion price
of $0.14 per share; and
WHEREAS, the conversion price of the Vey Note is lower than the conversion
price of the First Note and the Second Notes (the "▇▇▇▇▇▇▇▇ Notes") and
consequently, the conversion price in the ▇▇▇▇▇▇▇▇ Notes is adjustable pursuant
to the anti dilution protection set forth the First Loan Agreement and the
Second Loan Agreement (collectively the "▇▇▇▇▇▇▇▇ Loan Agreements"); and
WHEREAS, ▇▇▇▇▇▇▇▇ desires to waive his right to adjust the conversion price
set forth in ▇▇▇▇▇▇▇▇ Notes;
NOW THEREFORE, in consideration of the terms and conditions set forth in
this waiver, the parties hereto agree as follows:
1. In connection with the issuance of the Vey Note, and in accordance
with Article 4 of the ▇▇▇▇▇▇▇▇ Loan Agreements, ▇▇▇▇▇▇▇▇ hereby waives
his right to adjustment of the conversion price set forth in the
▇▇▇▇▇▇▇▇ Notes.
2. The foregoing waiver is expressly limited to the matters described in
Section 1 hereof, and ▇▇▇▇▇▇▇▇ waives his right to adjustment of the
conversion price solely in connection with the issuance of the Vey
Note, and any amendment, or restatement of such note.
3. The Company acknowledges and agrees that nothing herein or otherwise
shall be deemed a waiver of any other terms and conditions of the
▇▇▇▇▇▇▇▇ Notes or the ▇▇▇▇▇▇▇▇ Loan Agreements, and all other terms
and conditions of such documents shall remain in full force and
effect.
4. This waiver shall be governed by and construed and enforced in
accordance with the laws of the State of Louisiana, without giving
effect to principals of conflict of law.
IN WITNESS WHEREOF, the undersigned has caused this waiver to be duly
executed and delivered on the date first above written.
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
SEDONA CORPORATION
BY:
------------------------------------
NAME: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: PRESIDENT AND CEO
2