Waiver of the Second Closing Conditions



 







Exhibit 10.1




WAIVER FORM TO ACCELERATE THE SECOND CLOSING

OF THE PURCHASE OF PREFERRED STOCK AND WARRANTS

FROM SMARTVIDEO TECHNOLOGIES, INC.



The undersigned Buyer under that certain Securities Purchase Agreement dated as of October 31, 2005
(the “SPA”) with SmartVideo Technologies, Inc. (the “Company”), with respect only to the
undersigned and not with respect to any other Buyer under the SPA (it being noted that capitalized
terms used in this waiver form are defined in the SPA): (a) hereby waives the requirements for the
Company to have entered into a binding agreement with any Strategic Investor or to have completed a
Strategic Investment, or to have satisfied any of the Secondary Closing Conditions (including but
not limited to the registration of the common stock issuable to the Buyer with respect to
securities it purchased in the First Closing, the filing of the Amendment to the Company’s
certificate of incorporation to increase the number of shares of its authorized common stock, or
the satisfaction of any of the Secondary Funding Conditions related to agreements advancing the
Company’s business), it being acknowledged by the undersigned Buyer that none of these contractual
requirements and Secondary Closing Conditions have been satisfied by the Company as of the date
hereof, and (b) will tender to the Company the Secondary Closing Purchase Price promptly to effect
an accelerated Secondary Closing with respect to the securities set forth opposite such Buyer’s
name in columns (9), (10) and (11) on the Schedule of Buyers attached to the SPA. The undersigned
Buyer acknowledges and understands that the conversion in full of the preferred stock and the
exercise in full of the warrants included in the Second Closing will be prohibited until the
Amendment is filed, as the Company otherwise does not have sufficient authorized but unissued
shares of common stock available to effect such conversion and exercises by all of the Buyers in
full; there can be no assurance if or when the Amendment will be effected, rendering the securities
essentially worthless in the interim. The undersigned Buyer also acknowledges that the Company is
late in filing with the SEC its Form 10-QSB for the quarter ended September 30, 2005, is late in
updating its registration statement on Form SB-2 (SEC File No. 333- 124918) and was late in filing
with the SEC its Form 8-K with respect to the First Closing transactions, and the undersigned Buyer
hereby waives any representation, warranty, condition or covenant in the SPA with respect to such
late filings. Except as expressly noted above, the undersigned Buyer understands that the Company
will issue the Second Closing securities to the Buyer, against payment therefor, only if the
Company has satisfied all other conditions to the Buyer’s obligation to purchase additional
securities as set forth in Section 7 of the SPA.




	 	 	 
	BUYER:
	 	 
	 
	 	 
	By:  See Attached

	 	Date: December 2, 2005
	 
	 	 
	Printed Name:                              

	 	 
	     
	 	 
	 
	 	 
	Title
(if any):
                              

	 	 
	 
	 	 
	Agreed and acknowledged:
	 	 
	 
	 	 
	SmartVideo Technologies, Inc., a Delaware corporation
	 	 
	 
	 	 





	 	 	 
	By:
 /s/ Richard E. Bennett, Jr.

	 	Date: December 2, 2005
	Name/Title: Richard E. Bennett, Jr., President & CEO
	 	 




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