ex10-43.htm


    
      

      

    

    Exhibit
10.43

     

     AMENDMENT
NO. 2 TO

    CONVERTIBLE
PROMISSORY NOTES

    


    This
Amendment No. 2 to Convertible Promissory Notes is entered into as of August 25,
2009 (this “Amendment”), by and between PureDepth, Inc. (the “Company”) and K
One W One Limited (“K1W1”).

    


    RECITALS

     

    WHEREAS,
the Company and K1W1 are parties to that certain Convertible Note Purchase
Agreement dated as of February 4, 2008 and to that certain Security Agreement
dated as of February 4, 2008, in each case as amended by that certain Amendment
No. 1 to Convertible Note Purchase Agreement and Security Agreement dated July
4, 2008 and that certain Amendment No. 2 to Convertible Note Purchase Agreement
and Security Agreement dated August 12, 2008, pursuant to which the Company has
issued certain Convertible Promissory Notes to K1W1 on each of February 4, 2008,
March 14, 2008, July 4, 2008 and August 12, 2008, each as amended by that
certain Amendment No. 1 to Convertible Promissory Notes dated February 3, 2009
(collectively, the “Notes”).  The parties desire to amend each of the
Notes in accordance with the terms of this Amendment.

    


    NOW,
THEREFORE, in consideration of the foregoing, and the representations,
warranties, and conditions set forth below, the parties hereto, intending to be
legally bound, hereby agree as follows:

     

    1.           The
first paragraph of each Note, commencing with the words “FOR VALUE RECEIVED”, is
hereby amended and restated by replacing the words “or converted into Common
Stock of the Company pursuant to Section 4(c) below” with the words “or
converted into Common Stock of the Company pursuant to Sections 4(c) or 4(d)
below”.


    


    2.           The
definition of “Maturity Date” as such term appears in each Note is hereby
amended and restated to mean June 30, 2011.

    


    3.           Section
4 of each Note is hereby amended and restated by deleting the existing paragraph
(c) of Section 4 and replacing it with the following:

    


    "(c)           Conversion on Maturity
Date.  On the Maturity Date, all of the principal and accrued
interest then outstanding on the Note automatically shall be immediately due and
payable in cash, provided that, at Holder’s sole option, all of the principal
and accrued interest then outstanding on the Note may be converted into Common
Stock of the Company.  The price per share of Common Stock for any
such conversion shall be the lower of:

    


    
      	
               
      

            	
              (i)

            	
              US$0.15
      (as adjusted for any stock splits, stock dividends, recapitalizations and
      the like with respect to the Common Stock of the Company);
    or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              an
      amount equal to the average of the daily VWAP (the volume-weighted average
      price) of the Company’s Common Stock over a period of ten (10) trading
      days prior to the Maturity Date, as quoted on the
  OTCBB,

            


    

    


    
      	
               
      

            	
              (the
      “Conversion Price upon Maturity
      Date”)."

            


    

    


    4.           Section
4 of each Note is hereby amended and restated by inserting the following as a
new paragraph (d) after existing paragraph (c) of Section 4 (Conversion on Maturity
Date):

    


    "(d)           Conversion Prior to Maturity
Date.  During the period commencing on the date of this
Amendment and ending on the date immediately before the Maturity Date, at the
Holder's sole option, all of the principal and accrued interest then outstanding
under the Note may be converted into Common Stock of the Company.  The
price per share of Common Stock for any such conversion shall be equal to the
lower of:

        

    
      
        	
                 
      

              	
                (i)

              	US$0.15 (as adjusted for any stock splits, stock
      dividends, recapitalizations and the like with respect to the Common Stock
      of the Company); or


      

       

      
        
          	
                   
      

                	
                  (ii)

                	
                  an
      amount equal to the average of the daily VWAP (the volume-weighted average
      price) of the Company's Common Stock over a period of ten (10) trading
      days prior to the date of such conversion (the “Prior Conversion Date”),
      as quoted on the OTCBB,

                
	 	 	 
	 	 	(the
      “Conversion Price upon Prior Conversion
  Date”)."


        

      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    5.           Section
4 of each Note is hereby further amended and restated by deleting in its
entirety existing paragraph (d) of Section 4 (Notice Regarding Maturity
Date; Definitive Agreements) and replacing it with a new paragraph (e) as
set out below:

    


    "(e)           Notice Regarding Conversion
Prior to Maturity Date and/or Maturity Date; Definitive
Agreements.  In the event that Holder elects to convert the
principal and accrued interest then outstanding under the Note pursuant to
Section 4(c) or Section 4(d) above, written notice shall be delivered to the
Company prior to the Maturity Date or the Prior Conversion Date(“Conversion
Notice”), as applicable, notifying the Company of such election, and the Company
shall then provide Holder a written notice on the Maturity Date, with respect to
a conversion pursuant to Section 4(c) above, or no later than 3 business days
following receipt of any Conversion Notice, with respect to a conversion
pursuant to Section 4(d) above, providing the terms of conversion of the Note,
including without limitation the Conversion Price upon Maturity Date or the
Conversion Price upon Prior Conversion Date, as applicable, the principal and
accrued interest then outstanding on the Note, and notice to surrender to the
Company, in the manner and at the place designated, the
Note.  Notwithstanding the foregoing, the Company shall have no
obligation to issue the Common Stock to be issued upon such conversion until and
unless the Holder has executed and delivered to the Company the agreements
prepared in connection with the conversion, including delivery of the Note (all
of which agreements shall be reasonably acceptable in form and substance to
Holder), which such condition may be waived by the Company in its sole
discretion."

    


    6.           Section
4(e) (Mechanics and
Effect of Conversion) of each Note is hereby amended and restated by
renumbering that paragraph as paragraph "(f)" and by replacing the words
"Section 4(a) or 4(c) above" in that paragraph with the words "Section 4(a),
4(c) or 4(d) above".

    


    7.           Each
of the Notes, as amended hereby, shall be and remain in full force and effect in
accordance with its respective terms and hereby is ratified and confirmed in all
respects.  Except as expressly set forth herein, the execution,
delivery, and performance of this Amendment shall not operate as a waiver of, or
as an amendment of, any right, power, or remedy of K1W1 under the Notes, as in
effect prior to the date hereof.

     

    8.           This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
instrument.

     

    [Signature
page follows]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the first date above written.

     

    
      
        
          
            
              	 
      	
                      COMPANY:

                       

                      PUREDEPTH,
      INC.

                    	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                      By:  /s/
      Andrew L. Wood

                    	 
	 
      	
                      Name:
      Andrew L. Wood

                    	 
	 
      	
                      Title:
      Chief Executive Officer

                    	 


            

          

        

      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the first date above written.

    


    
      
        
          
            	 
      	
                    K
      ONE W ONE LIMITED

                  	 
	 
      	 
      	 
	 
      	
                    By:/s/
      Brian Mayo-Smith

                  	 
	 
      	
                    Name:
      Brian Mayo-Smith

                  	 
	 
      	
                    Title:
      Director

                  	 
	 
      	 
      	 
	 
      	
                    Address:  c/o
      BDO Spicers

                    120
      Albert Street

                    Auckland,
      New Zealand