AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE
Exhibit
99.1
AMENDMENT
NO. 1
This
AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE (this
“Amendment”), is made effective as of June __, 2007
(the “Effective Date”), by and
between Highgate House Funds, Ltd.
(“Investor”); and Triton Petroleum
Group, Inc. (f/k/a American Petroleum Group, Inc.), a corporation
organized under the laws of the state of Nevada (the
“Company”), with reference to the following
recitals:
A. The
Company issued to the Investor that certain Secured Convertible Debenture dated
March 8, 2005 in the original principal amount of $500,000 (the “Master
Agreement”). As of June 19, 2007, the outstanding balance on the
Master Agreement is $889,876.71 (inclusive of principal,
interest, redemption premium and liquidated damages) and interest will accrue
after the date hereof at the rate set forth in the Master
Agreement. The Investor agrees that liquidated damages will cease to
accrue after the Effective Date hereof.
B. The
parties desire to amend the definition of the conversion price as set forth
in
the Master Agreement.
FOR
GOOD
AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, Investor and the Company agree as follows:
1. Conversion
Price. The first sentence of Section 1.02 of the Master Agreement
shall be deleted in its entirety and replaced with the following:
“The
Holder is entitled, at its option, to convert, and sell on the same day, at
any
time and from time to time, until payment in full of this Debenture, all or
any
part of the principal amount of the Debenture, plus accrued interest and
liquidated damages, into shares (the “Conversion Shares”) of the
Company’s common stock, par value $0.001 per share (“Common
Stock”), at the price per share (the “Conversion Price”) equal to
the lower of (a) $0.85, or (b) eighty percent (80%) of the lowest daily
Volume Weighted Average Price (“VWAP”) of the Common Stock on the
Principal Market during the thirty (30) trading days immediately preceding
the
Conversion Date as quoted by Bloomberg, LP (collectively,
the “Conversion Price”).
2. Section
1.01 of the Master Agreement. Section 1.01 of the Master
Agreement shall remain in full force and effect except that the Maturity Date
of
the Master Agreement shall be extended to December 31, 2008.
3. Definitions. Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them
under
the Master Agreement, and if not defined in the Master Agreement shall have
the
meaning ascribed to them in the Operating Agreement.
4. Non-Impairment. Except
as expressly modified herein, the Master Agreement shall continue in full force
and effect, and the parties hereby reinstate and reaffirm the Master Agreement
as modified herein. The Company hereby (i) waives all defenses to the
Investor’s enforcement of the Master Agreement as amended hereby, (ii) releases
all claims and actions whatsoever it may have against the Investor and its
general partner, investor manager and each of their employees, members, agents,
and representatives and (iii) agrees that it does not have nor will it assert
any rights of offset, setoff or any other thing that would impair or delay
the
Investor’s rights to collect the amounts owed hereunder in full (notwithstanding
any assertion to the contrary made by the Company).
5. Inconsistencies. In
the event of any inconsistency, ambiguity or conflict between the terms and
provisions of this Amendment and the terms and provisions of the Master
Agreement, the terms and provisions of this Amendment shall
control.
6. Counterparts. This
Amendment may be executed in any number of counterparts, each of which when
executed will be deemed an original and all of which, taken together, well
be
deemed to be one and the same instrument.
IN
WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first written above.
|
INVESTOR:
|
COMPANY:
|
|||
|
HIGHGATE
HOUSE FUNDS LTD.
|
TRITON
PETROLEUM GROUP, INC.
|
|||
|
By:
|
|
By:
|
|
|
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
