AMENDMENT NO. 2
TO
CALLABLE SECURED CONVERTIBLE NOTES
THIS AMENDMENT NO. 2 TO CALLABLE SECURED CONVERTIBLE NOTES (the
"Amendment") is made as of this 16th day of August, 2005, by and between
Veridicom International, Inc., a Delaware corporation (the "Company"), and the
holders of Callable Secured Convertible Notes issued by the Company on February
25, 2005, April 29, 2005 and August 16, 2005 set forth on the signature page
hereof (each, a "Holder" and, collectively, the "Holders"). Capitalized terms
used herein and not defined shall have the meanings given to them in the Notes
(as defined below).
W I T N E S S E T H:
WHEREAS, in connection with the closing of a private placement
transaction, the Company issued Callable Secured Convertible Notes in the
aggregate principal amount of $5,100,000 to the Holders on February 25, 2005,
April 29, 2005 and August 16, 2005 (each, a "Note" and, collectively, the
"Notes");
WHEREAS, the Company and the Holders desire to amend certain provisions of
the Notes; and
WHEREAS, Section 5.3 of the Notes permits an amendment of the terms upon
the written consent of the Company and the Holders of a majority of the
outstanding aggregate principal amount of such Notes.
NOW, THEREFORE, in consideration of the foregoing, which is incorporated
herein by reference, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Holders,
intending to be legally bound hereby, agree to amend the Notes as follows:
1. Payment of Interest on the Notes. The parties to this Amendment hereby
agree that, notwithstanding anything to the contrary contained in the Notes, any
and all payments of interest on the Notes shall be made in cash.
2. Conflicts.
(a) To the extent there is any conflict between the terms of the
Notes and the terms hereof, the terms of this Amendment shall take precedence.
(b) Except as herein amended, the Notes shall remain unchanged and
in full force and effect. Each and every term, covenant and condition of the
Notes, not specifically preempted hereby, is incorporated herein such that the
Notes and this Amendment thereto shall be read and construed as one instrument.
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one (1) instrument.
IN WITNESS WHEREOF, the Company and the Holders have caused this Amendment
to be duly executed by its officers, thereunto duly authorized as of the date
first above written.
VERIDICOM INTERNATIONAL, INC.
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Xxxx Xxxx
President and Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
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Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
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Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
-----------------------------------------
Xxxxx X. Xxxxxxxx
Manager
NEW MILLENNIUM CAPITAL
PARTNERS II, LLC
By: First Street Manager II, LLP
-----------------------------------------
Xxxxx X. Xxxxxxxx
Manager
2
ALPHA CAPITAL
By:
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Name:
Title:
ENABLE GROWTH PARTNERS L.P.
By:
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Name:
Title:
WHALEHAVEN CAPITAL FUND LIMITED
By:
-------------------------------------
Name:
Title:
MEADOWBROOK OPPORTUNITY FUND LLC
By:
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Name:
Title:
TCMP3 PARTNERS
By:
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Name:
Title:
3
