EXHIBIT 10.1
AMENDMENT NUMBER 2
TO
SECURITIES PURCHASE AGREEMENT
-----------------------------
THIS IS AMENDMENT NUMBER 2 (the "Amendment") being executed
and delivered by and between Rapid Link, Incorporated, a Delaware
corporation ("Rapid Link"), and GCA Strategic Investment Fund Limited, a
Bermuda corporation ("GCASIF"), and dated as of November 26, 2005 in
order to amend that certain Securities Purchase Agreement by and between
Rapid Link and the GCASIF dated as of January 23, 2002 as amended by
Amendment Number 1 dated June 1, 2005 (the "Securities Purchase Agreement").
RECITALS
The parties to this Amendment wish to amend certain terms of that
certain secured promissory note dated as of January 23, 2002 in the
principal amount of $550,000 issued pursuant to the Securities Purchase
Agreement (the "Primary Note"), to extend the Maturity Date.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises contained in
this Amendment and other good and valuable consideration, the sufficiency,
mutuality and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendment of the Primary Note. The Primary Note shall be amended
such that the Maturity Date shall be changed to November 26, 2006.
2. No Other Effect on the Securities Purchase Agreement or 6%
Convertible Debenture. Except as amended by this Amendment, the Securities
Purchase Agreement and 6% Convertible Debenture remains in full force and
effect.
3. Effective Date. This Amendment shall be effective as of November
26, 2005 (the "Effective Date").
4. Miscellaneous.
(a) Captions; Certain Definitions. Titles and captions of or
in this Amendment are inserted only as a matter of convenience and
for reference and in no way define, limit, extend or describe the
scope of this Amendment or the intent of any of its provisions. All
capitalized terms not otherwise defined herein shall have the meaning
therefor, as set forth in the Securities Purchase Agreement.
(b) Controlling Law. This Amendment is governed by, and shall
be construed and enforced in accordance with the laws of the State of
Delaware (except the laws of that jurisdiction that would render such
choice of laws ineffective).
(c) Counterpart. This Amendment may be executed in one or
more counterparts (one counterpart reflecting the signatures of all
parties), each of which shall be deemed to be an original, and it
shall not be necessary in making proof of this Amendment or its terms
to account for more than one of such counterparts. This Amendment may
be executed by each party upon a separate copy, and one or more
execution pages may be detached from a copy of this Amendment and
attached to another copy in order to form one or more counterparts.
IN WITNESS WHEREOF, this Amendment has been executed and delivered
by Rapid Link and GCASIF as of the date first set forth above.
Rapid Link Rapid Link, Incorporated
By:
Name: _____________________________
Title: ____________________________
GCASIF: GCA STRATEGIC INVESTMENT FUND LIMITED
By:
Name: _____________________________
Title: ____________________________
* * * * *
