AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT
This
Amendment No. 1 to Securities Purchase Agreement, dated as of September 28,
2006, shall serve to amend the Securities Purchase Agreement, dated as of August
8, 2006, (as amended, the “Agreement”), by and among Protocall Technologies
Incorporated, a Nevada corporation, with its headquarters located at 00 Xxxx
Xxxxx, Xxxxxxx, Xxx Xxxx 00000, and each of the Buyers set forth in the
Agreement. Capitalized terms used herein shall be as defined in the
Agreement.
1. The
undersigned parties hereby agree to amend Section 4(l) of the Agreement to
provide that the Buyers will fund $600,000 of the subsequent investment referred
to in that section on the date hereof, instead of on the Filing Date, as
provided in the Agreement.
2. The
undersigned parties hereby agree to amend the Agreement to provide that, as
of
the date hereof, Harborview Master Fund, LP (“Harborview”) shall be a Buyer and
shall have all of the rights and obligations of the other Buyers under the
Agreement and the other agreements and instruments entered into in connection
therewith, including without limitation the Notes, the Warrants, the
Registration Rights Agreement, the Security Agreement and the Intellectual
Property Security Agreement, each dated as of August 8, 2006 (collectively
with
the Agreement, the “Transaction Documents”).
3. On
the
date hereof, Harborview will purchase a Note in the aggregate principal amount
of $217,750, and Warrants to purchase an aggregate of 2,512,500 shares of Common
Stock. Following the Effective Date, Harborview will purchase a Note in
aggregate principal amount of $117,250.
4. All
other
provisions of the Agreement and the Transaction Documents shall remain in full
force and effect.
ACCEPTED
AND AGREED:
PROTOCALL
TECHNOLOGIES INCORPORATED
By:/s/
Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
President
& Chief Executive Officer
AJW
PARTNERS, LLC
By:
SMS
Group, LLC
By:/s/
Xxxxx X.
Xxxxxxxx
Xxxxx
X.
Xxxxxxxx
Manager
AJW
OFFSHORE, LTD.
By:
First
Street Manager II, LLC
By:/s/
Xxxxx X.
Xxxxxxxx
Xxxxx X. Xxxxxxxx
Manager
AJW
QUALIFIED PARTNERS, LLC
By:
AJW
Manager, LLC
By:/s/
Xxxxx X.
Xxxxxxxx
Xxxxx
X.
Xxxxxxxx
Manager
NEW
MILLENNIUM CAPITAL
PARTNERS
II, LLC
By:
First
Street Manager II, LLC
By:/s/
Xxxxx X.
Xxxxxxxx
Xxxxx
X.
Xxxxxxxx
Manager
HARBORVIEW
MASTER FUND, LP
By:
Navigation Management Ltd.
By:/s/
Xxxx X. Xxxxxx, Xxxxx
Xxxxxx
Xxxx
X.
Xxxxxx and Xxxxx Xxxxxx
Authorized
Signatory for Navigation Management Ltd.
