AMENDMENT NO. 1 TO PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
Exhibit
10.1
AMENDMENT
NO. 1
TO
This
Amendment No. 1 (the
“Amendment”) to the Private Placement Subscription Agreement, dated as of
June 30, 2008 (the “Subscription Agreement”), by and between TraceGuard
Technologies, Inc., a Nevada corporation (the “Company”), and Xxxxxx
Xxxxxxxx, an individual with a principal address of 00 Xxxxxxxx Xxxxxx, Xxxxx
000, Xxx Xxxxxxxx, Xxx Xxxx 00000 (“Grinkorn”), is made as of August 14,
2008. Terms used as defined terms herein and not otherwise defined shall
have
the meanings provided therefor in the Subscription Agreement.
WHEREAS,
the Company and Grinkorn
entered into the Subscription Agreement, pursuant to which Grinkorn agreed
to
purchase from the Company 7,333,333 Units for a per Unit purchase price of
US$0.15 and an aggregate purchase price of US$1,100,000, each “Unit” being
comprised of one share of common stock, $0.001 par value per share, of the
Company (“Common Stock”) and one warrant to purchase one share of Common
Stock with an exercise price of $0.80 and a term of exercise of three
years;
WHEREAS,
pursuant to Sections 7.1 and 7.2 of the Subscription Agreement, the Company
agreed to use commercially reasonable efforts to promptly appoint Grinkorn
to
the Board of Directors of the Company (the “Board”) and to nominate Grinkorn for
election or reelection at the annual meetings of stockholders of the Company,
subject to the satisfaction of the Condition (as defined in Section 7.2 of
the
Subscription Agreement);
WHEREAS,
pursuant to Section 2.1 of the Subscription Agreement, Grinkorn is required
to
pay the aggregate purchase price in respective installments of $200,000,
$200,000, $200,000 and $500,000 on the dates specified therein;
WHEREAS,
as of the date hereof, Grinkorn has paid $350,000 of the aggregate purchase
price to the Company and purchased 2,333,333 Units from the
Company;
WHEREAS,
as of the date hereof, Grinkorn has expressly stated to the Company that,
for
personal reasons having nothing whatsoever to do with the Company, he cannot
pay
any additional amounts toward the aggregate purchase price and shall purchase
no
additional Units;
WHEREAS,
the Company and Grinkorn wish to amend the Subscription Agreement to reflect
therein that the aggregate purchase price to be paid by Grinkorn shall be
US$350,000 and the aggregate number of Units to be sold by the Company to
Grinkorn shall be 2,333,333 Units; and
WHEREAS,
the Company and Grinkorn wish to amend the Subscription Agreement to terminate
the Company’s covenants to appoint Grinkorn to the Board and to nominate
Grinkorn for election or reelection at the annual meetings of stockholders
of
the Company, while agreeing to appoint Grinkorn to the Company’s Advisory Board
under certain circumstances.
NOW,
THEREFORE, the parties hereto
agree as follows:
1. Section
2.1 of the Subscription Agreement is hereby amended by adding, at the end
of
such Section, the following sentence: “The parties acknowledge that the
Subscriber has paid $350,000 to the Company as of August 14, 2008 entitling
him
to 2,333,333 Units in the aggregate under this Subscription Agreement. As
of
August 14, 2008, the Subscriber shall not be entitled to, nor be required
to,
purchase any additional Units and any such right or obligation is hereby
canceled.”
2. Sections
7.1 and 7.2 of the Subscription Agreement are hereby deleted in their entirety
and replaced with the following new Section 7.1:
Section
7.1. The Company will use commercially reasonable efforts in light of the
needs
and circumstances of the Company, as determined by the Board, to appoint
the
Subscriber to its Advisory Board. Each of the Subscriber and the Company
reserve
the right to terminate such appointment at any time, at will, in either party's
respective sole discretion.”
Grinkorn
acknowledges that, as a result of the Amendment, there is no obligation on
the
part of the Company to appoint him as a director on the Board or to nominate
him
for election as a director on the Board. Any such obligation is hereby canceled
and declared to be void, and Grinkorn releases the Company from any such
obligation.
IN
WITNESS WHEREOF, each of the parties hereto has executed this Amendment as
of
the date first written above.
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By:
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/s/
Xxxxx Xxx-Xxxx
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Name:
Xxxxx Xxx-Xxxx
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Title:
Chief Financial Officer
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/s/
Xxxxxx Xxxxxxxx
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XXXXXX
XXXXXXXX
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