AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Exhibit
10.1
AMENDMENT
TO SECURITIES PURCHASE AGREEMENT
This
Amendment to Securities Purchase Agreement (this “Amendment”)
is
dated as of June 22, 2007, among Who’s Your Daddy, Inc., a
Nevada
corporation (the “Company”),
and
each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser”
and
collectively the “Purchasers”).
WHEREAS,
the Company and the Purchasers entered into that certain Securities Purchase
Agreement (“SPA”)
dated
May 7, 2007, in which the Company sold to the Purchasers certain shares of
its
Common Stock in exchange for certain securities acquired by the Purchasers
and
granted the Purchasers an option to purchase up to 2,000,000 shares of the
Company’s common stock at a price per share of $0.50.
WHEREAS,
pursuant to the terms of this Amendment, the Company and the Purchasers desire
to amend the SPA to grant Around the Clock Partners, LP and Cohiba Partners
Inc.
each the right to acquire up to an additional 250,000 shares of the Company’s
unregistered Common Stock for $.50 per share.
IN
CONSIDERATION of the mutual covenants contained herein and in the SPA, and
for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser agrees as
follows:
1. Amendment
to SPA.
The
first sentence of Section 2.3 of the SPA is hereby deleted and replaced in
its
entirety as follows (and all other portions of Section 2.3 shall remain
unaffected by this Amendment):
2.3 Subject
to the terms and conditions contained herein, and as set forth on Schedule
I
hereto, the Purchasers shall have the option to acquire up to 2,000,000 shares
of the Company’s unregistered Common Stock from the Company for $.50 per share
(the “Option Price”) from time to time within 60 days following the Closing
herein, and in addition, Around the Clock Partners, LP and Cohiba Partners
Inc.
shall each have the option to acquire from the Company up to an additional
250,000 shares of the Company’s unregistered Common Stock for the Option Price
from time to time within 90 days following the Closing herein. The purchase
options described in this Section 2.3 are collectively referred to herein as
the
“Option.”
2. No
Subsequent Equity Sale.
This
Amendment shall in no way be construed as a “Subsequent Equity Sale” as defined
in Section 4.14 of the SPA.
3. Ratification
and Confirmation of SPA.
The
Company hereby adopts, ratifies and confirms the SPA, as amended hereby, and
acknowledges and agrees that the SPA, as amended hereby, is and remains in
full
force and effect. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any Purchaser
under the SPA or any other Transaction Document, nor constitute an amendment
or
waiver of any other provision of the Transaction Documents. All references
to
the SPA in any other document, instrument, agreement or writing shall hereafter
be deemed to refer to the SPA as modified by this Amendment.
4. Governing
Law.
All
questions concerning the construction, validity, enforcement and interpretation
of this Amendment shall be governed by the laws of the State of California,
without giving effect to any choice of law or conflict of law provision or
rule
(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.
5. Entire
Agreement.
The
SPA, as amended by this Amendment, supersedes all other prior oral or written
agreements between each Purchaser, the Company, their affiliates and persons
acting on their behalf with respect to the matters discussed
herein.
6. Counterparts.
This
Amendment may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to each other party;
provided, that a facsimile signature shall be considered due execution and
shall
be binding upon the signatory thereto with the same force and effect as if
the
signature were an original, not a facsimile signature.
7. Successors.
This
Amendment shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
1
(Signature
Page: Amendment to Securities Purchase Agreement)
The
Company:
|
WHO’S
YOUR DADDY, INC.
|
|
By:
/s/
Xxxx Xxxxx
Name:
Xxxx Xxxxx
Title:
Chief Executive Officer
|
The
Purchasers:
AROUND
THE CLOCK PARTNERS, LP
By:
Around
the Clock Trading and Capital Management, LLC,
General
Partner
By:
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx, Managing
Member
COHIBA
PARTNERS INC.
/s/
Xxxxx Xxx
Xxxxxx
Xxx, President
AROUND
THE CLOCK TRADING AND CAPITAL MANAGEMENT, LLC
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx, Managing Member
STRONG
PARTNERS CORPORATION
/s/
Xxxxxxx XxXxxxx
Xxxxxxx
XxXxxxx, Chief Executive Officer
TURID
HOLDINGS
/s/
Xxxxx Xxxx
Xxxxx
Xxxx, Managing Director
XXXXX
XXXXXXX and XXX XXXXXXX, as joint tenants in common
| /s/ Xxxxx Xxxxxxx |
/s/
Xxx Xxxxxxx
|
| Xxxxx Xxxxxxx |
Xxx
Xxxxxxx
|
2
