Amendment to Securities Purchase Agreement, Secured Convertible Debenture and Security Agreement
Exhibit
10.47
This
Amendment to Securities Purchase
Agreement, Secured Convertible Debenture and Security Agreement
(“Amendment”) is entered into this 2nd day of August 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 various Securities Purchase Agreements
(each, a “Purchase Agreement”) through which the Buyer has purchased 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,
in connection with such Purchase Agreements, the Company has also issued
to
Buyer various Warrants to purchase shares of the Common Stock of the Company;
and
WHEREAS,
the Purchase Agreements, the Convertible Debentures and the Warrants are
collectively referred to as the “Agreements”; and
WHEREAS,
through no fault of the Buyer,
the value of the Company’s Common Stock has decreased significantly since the
execution of the agreements; and
WHEREAS
the Company and Buyer have mutually agreed to the following amendments to
the
Agreements, which shall be incorporated into the Agreements as if the Agreements
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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Subject
to adjustment as set forth in Section 8 of each respective Warrant
and to
paragraph 2 of this Amendment, the exercise price of the following
Warrants is hereby amended in each case to seven and one half cents
($0.075):
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a)
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Warrant
Number 113W for five hundred thousand (500,000)
shares,
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b)
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Warrant
Number 101WA for one million eight hundred thousand shares (1,800,000),
and
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c)
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Warrant
Number 108WC for five hundred thousand (500,000)
shares.
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2.
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If
after the registration of the Conversion Shares, the Common Stock
trades
above thirty cents ($0.30) per share (with such amount subject
to
adjustment as set forth in Section 8 of each respective Warrant)
for
thirty (30) consecutive trading days, the exercise price of Warrant
Number
101WA shall be increased to twenty-two and one half cents ($0.225)
per
share.
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3.
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The
Company additionally agrees to issue to the Buyer a warrant to
purchase
two million five hundred thousand (2,500,000) shares of Common
Stock at an
exercise price of seven and one half cents ($0.075) per
share.
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1
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4.
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The
Fixed Price of the Convertible Debenture issued on Feb. 28, 2007 in
the amount of $1,800,000 is amended to equal ten cents
($0.10).
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5.
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The
Company agrees to pay legal fees of $1,500 to Xxxxx X. Xxxxxxx
XX, P.A.
for legal services relating to preparation of this Amendment and
ancillary
documentation.
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6.
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All
other terms of the Agreements remain
unchanged.
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7.
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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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| 8. |
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 | |||
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By:
Trafalgar Capital Sarl
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| Its: General Partner | ||||
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By:
/s/ Xxxxxxx Xxxxx Xx.
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By:
/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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