AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT
This
Amendment No. 1 to Securities Purchase Agreement, dated as of December 14,
2005,
shall serve to amend the Securities Purchase Agreement, dated as of November
18,
2005 (as amended, the “Agreement”), by and among The Furia Organization, Inc., a
Delaware corporation, having its headquarters located at 0000 Xxxxx Xxxx,
Xxxxx
000, Xxxxxxxx, Xxxxx 00000, and each of the Buyers set forth in the
Agreement.
1. The
undersigned hereby agree to amend and restate Section 4(l) of the Agreement
in
its entirety as follows:
“l. Subsequent
Investment.
The
Company and the Buyers agree that, upon the filing by the Company of the
Registration Statement to be filed pursuant to the Registration Rights Agreement
(the “Filing
Date”),
the
Buyers shall purchase additional Notes (the “Filing
Notes”)
in the
aggregate principal amount of Seven Hundred Fifty Thousand Dollars ($750,000)
and additional warrants (the “Filing
Warrants”)
to
purchase an aggregate of 1,500,000 shares of Common Stock, for an aggregate
purchase price of Seven Hundred Fifty Thousand Dollars ($750,000), with the
closing of such purchase to occur within five (5) days of the Filing Date;
provided,
however,
that
the obligation of each Buyer to purchase the Filing Notes and the Filing
Warrants is subject to the satisfaction, at or before the closing of such
purchase and sale, of the conditions set forth in Section 7. The Company
and the Buyers further agree that, upon the declaration of effectiveness
of the
Registration Statement to be filed pursuant to the Registration Rights Agreement
(the “Effective
Date”),
the
Buyers shall purchase additional notes (the “Effectiveness
Notes”
and,
collectively with the Filing Notes, the “Additional
Notes”)
in the
aggregate principal amount of Seven Hundred Fifty Thousand Dollars ($750,000)
and additional warrants (the “Effectiveness
Warrants”
and,
collectively with the Filing Warrants, the “Additional
Warrants”)
to
purchase an aggregate of 1,500,000 shares of Common Stock, for an aggregate
purchase price of Seven Hundred Fifty Thousand Dollars ($750,000), with the
closing of such purchase to occur within five (5) days of the Effective Date;
provided,
however,
that
the obligation of each Buyer to purchase the Additional Notes and the Additional
Warrants is subject to the satisfaction, at or before the closing of such
purchase and sale, of the conditions set forth in Section 7; and, provided,
further,
that
there shall not have been a Material Adverse Effect as of such effective
date.
The terms of the Additional Notes and the Additional Warrants shall be identical
to the terms of the Notes and Warrants, as the case may be, to be issued
on the
Closing Date. The Common Stock underlying the Additional Notes and the
Additional Warrants shall be Registrable Securities (as defined in the
Registration Rights Agreement) and shall be included in the Registration
Statement to be filed pursuant to the Registration Rights
Agreement.”
2. All
other
provisions of the Agreement shall remain in full force and effect.
ACCEPTED
AND AGREED:
THE
FURIA ORGANIZATION, INC.
By:
/s/
Xxxxxxx X. Xxxxxxxxx
Xxxxxxx
X. Xxxxxxxxx
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
