AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT
EXHIBIT
10.10
AMENDMENT
TO STANDBY EQUITY PURCHASE AGREEMENT
AMENDMENT, DATED AS OF OCTOBER 18,
2010, TO STANDBY EQUITY PURCHASE AGREEMENT, dated as of August 24, 2010 (“SEP
Agreement”), made by and between Progreen Properties, Inc., a Delaware
corporation, with its principal offices located at 000 Xxxxx Xxx Xxxxxxxx Xxx.,
Xxxxx 000, Xxxxxxxxxx, XX 00000 (“Progreen”), and LeadDog Capital, LP, having an
office at 000 Xxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, XX 00000 (the “Investor”). Capitalized terms used herein
and not otherwise defined herein shall have the meaning assigned to such term in
the SEP Agreement.
WHEREAS, Progreen and the Investor are
parties to that certain SEP Agreement, dated August 24, 2010;
WHEREAS, the SEP Agreement provides
that Progreen shall, at its sole cost and expense, use its reasonable best
effort to have the Registration Statement to register with the Securities and
Exchange Commission the equity line of credit to be provide pursuant to the SEP
Agreement filed within sixty (60) calendar days following the Execution Date of
the SEP Agreement (the “Registration Statement Filing Date”); and
WHEREAS, Progreen and the Investor have
agreed to extend to Registration Statement Filing Date under Section 11b.(v) of
the SEP Agreement to on or before March 1, 2011, subject to further extension by
agreement of the parties; and
WHEREAS, in accordance with the terms
and conditions of the SEP Agreement, Progreen and the Investor hereby approve
the amendment of the SEP Agreement as set forth herein.
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants contained herein, the parties agree as
follows:
1.
By their
respective execution of this Agreement, Progreen and the Investor agree that the
Registration Statement Filing Date under the SEP Agreement shall be on or before
March 1, 2011, subject to further extension by agreement of the
parties.
2. By
their respective execution of this Agreement, Progreen and the Investor agree
that Section 11b.(v) of the SEP Agreement shall be amended to read in its
entirety as follows:
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(v)
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The
Company shall, at its sole cost and expense, use its reasonable best
effort to have the Registration Statement filed on or before March 1,
2011, subject to further extension by agreement of the
parties.
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3. Except as expressly provided herein,
the SEP Agreement shall continue in full force and effect.
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By:
/s/
Xxx
Xxxxxxxx
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Name:
Xxx Xxxxxxxx
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Title:
President & CEO
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LEADDOG
CAPITAL, LP
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By:
/s/
Xxxxxx X. XxXxxxx
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Name:
Xxxxxx X. Xx Xxxxx
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Title:
Managing Member
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