Amendment to Securities Purchase Agreement, Secured Convertible Debenture and Security Agreement
Exhibit
10.22
This
Amendment to Securities Purchase
Agreement, Secured Convertible Debenture and Security Agreement
(“Amendment”) is entered into this _21st_ day of June 2007 by and among
C-Xxxx International, Inc., a South Carolina
corporation, with headquarters located at 0000 X. Xxx Xxxxx, Xxxxx 000, Xxxxxxx,
XX 00000 (the “Company”), and Trafalgar Capital Specialized
Investment Fund, Luxembourg (“Buyer”).
WHEREAS,
the Company and Buyer have executed a Securities Purchase Agreement (“Purchase
Agreement”) and corresponding Security Agreement, (“Security Agreement”) both
effective May 15, 2007 through which the Buyer purchased an aggregate of
$700,000 worth of secured
convertible debentures (the “Convertible
Debentures”), which
are convertible into shares of the Company’s common stock, par value $.0001 (the
“Common
Stock”) (as converted,
the “Conversion
Shares”);
and
WHEREAS,
the Company has requested that
the terms of such Security Agreement be revised as set forth herein to
substitute new Collateral as set forth herein; and
WHEREAS,
to induce Buyer to agree to such substitution, the Company has agreed to also
amend the terms of the Purchase Agreement as set forth herein, and
WHEREAS
the Company and Buyer have mutually agreed to the following terms which shall
be
incorporated into the Purchase Agreements as if the Purchase Agreement
originally included such terms;
NOW,
THEREFORE, in consideration of the foregoing and in consideration of the mutual
promises set forth herein, the sufficiency of which is hereby acknowledged,
the
parties hereto agree as follows:
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1.
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Exhibit
A to the Security Agreement is hereby deleted in its entirety and
replaced
with the Exhibit A attached hereto.
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2.
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Section
4(g) of the Purchase
Agreement is hereby amended to include the following subsection
(iv):
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(iv)
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The
Company shall issue to the Buyer a warrant to purchase five hundred
thousand (500,000) shares of the Company’s Common Stock for a period of
five (5) years at an exercise price of ten cents ($0.10) per share
(“Warrant 4”). The Company agrees to register the shares underlying
Warrant 4 pursuant to the Investor Registration Rights
Agreement. Warrant 4 shall be exercised on a cash basis
provided that the Company is not in Default and the shares underlying
Warrant 4 and all other Warrants held by the Buyer are subject to
an
effective registration statement.
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3.
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Section
1.01 of the Convertible Debentures is hereby amended to delete the
following sentence:
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“Upon
the
sixty-first (61st) day following
the
date hereof, the Company shall be deemed in default of this
Debenture.”
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And
to insert in its place the
following sentence:
In
the
event the receivables are received by the Company and the Debenture is repaid
more than sixty (60) of the date hereof, the Company shall pay to Holder an
amount equal to ten (12.5%) of the amount of this
Debenture. Notwithstanding the preceding sentence, upon the
sixty-first (61st) day following
the
date hereof, the Company shall be deemed in default of this
Debenture.
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4.
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The
Company agrees to pay legal fees of $1,000 to Xxxxx X. Xxxxxxx XX,
P.A.
for preparation of this Amendment.
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5.
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All
other terms of the Purchase Agreement, Convertible Debentures and
the
Security Agreement remain
unchanged.
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6.
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This
Amendment may be executed in any number of counterparts, each of
which
when so executed shall be deemed to be an original and, all of which
taken
together shall constitute one and the same
Amendment.
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7.
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This
Amendment shall be governed by and construed and enforced in accordance
with and governed by the laws of the State of Florida (without giving
effect to any conflicts or choice of law provisions thereof that
would
cause the application of the domestic substantive laws of any other
jurisdiction).
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IN
WITNESS WHEREOF, the parties have
executed this Amendment to Securities Purchase Agreement as of the Date first
set forth above.
| CMark International, Inc. | Trafalgar Capital Specialized Investment Fund, Luxembourg | |||
| By: /s/ Trafalgar Capital Sarl | ||||
| Its: General Partner | ||||
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By:
/s/Xxxxxxx Xxxxx Xx.
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/s/
Xxxxxx
Xxxxx
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Name:
Xxxxxxx
Xxxxx Xx.
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Name:
Xxxxxx
Xxxxx
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Title:
President/CEO
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Title:
Chairman of the Board
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