Exhibit 10.1
AGREEMENT
This Agreement (this "Agreement") is made and entered into as of
August 11, 2004, by and between Secured Digital Applications, Inc., a Delaware
corporation (the "Company"), and Laurus Master Fund, Inc. (the "Purchaser").
This Agreement is made pursuant to the that certain Securities
Purchase Agreement, by and among the Purchaser, SDA America, Inc. (the
"Subsidiary") and the Company relating to the purchase of the Series A Preferred
Stock of subsidiary (the "Series A Preferred"); the Certificate of Designation
of the Series A Preferred; the Securities Purchase Agreement, by and between the
Purchaser and the Company relating to the issuance of the $500,000 Convertible
Term Note (the "Convertible Note"); the Registration Rights Agreements related
to the foregoing and the security and stock pledge agreements related to the
foregoing, all dated as of May 28, 2004, whereby the Purchaser agreed to
purchase and the Company and SDA America, Inc. agreed to sell (i) the Series A
Preferred of SDA America, Inc. with an aggregate stated value of $6,500,000 and
(ii) the $500,000 Convertible Note, such documents referred to as the
"Transaction Documents."
The Company and Purchaser agree as follows:
1. Company shall file an amended registration statement (the "Amended
Registration Statement") registering an additional amount of shares of Common
Stock of the Company which have become issuable to the Holder as a result of
adjustments to each of the Fixed Conversion Price referred to in the Note and
the Conversion Price referred to in the certificate of designations related to
the Series A Preferred. Upon receipt by the Purchaser of notification from the
Securities and Exchange Commission ("SEC")that the Amended Registration
Statement has become effective, Purchaser shall in the event that the closing
price of the Company's common stock is greater than $0.20 on the trading day
immediately following such notification by the SEC and no event of default under
the Transaction Documents exists (i) convert Series A Preferred in an aggregate
stated value of $500,000 and (ii) upon delivery to the Purchaser of the shares
so converted, cause $500,000 to be released from the restricted cash account
maintained at North Fork Bank and related to the Series A Preferred. Company
agrees that Purchaser may deduct from such released amount any accrued and
unpaid dividends and fees related to such Series A Preferred so converted.
2. Subsidiary shall promptly file the Amendment No. 1 to the
Certificate of Designation, attached hereto as Exhibit A, with the Secretary of
State of the State of Delaware and shall, simultaneous herewith, execute the
amendments to the Registration Rights Agreement and Convertible Note attached as
Exhibits B and C, respectively. Unless expressly modified by this Agreement or
the documents referenced therein, all other terms and conditions of the
Transaction Documents remain in full force and effect.
3. Purchaser, Company and Subsidiary agree that any default that has
occurred as a result of any non-payment of interest or dividends required by the
Transaction Documents that exists prior to the effective date of this Agreement
is hereby waived.
IN WITNESS WHEREOF, each of the Company, the Parent and Laurus have
caused this Amendment No. 1 to the Certificate of Designations to be signed in
its name this 11th day of August, 2004.
SECURED DIGITAL APPLICATIONS, INC.
By: /s/ Xxxxxxx Soon-Xxxx Xxx
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Name: Xxxxxxx Soon-Xxxx Xxx
Title: President
SDA AMERICA, INC.
By: /s/ Xxxxxxx Soon-Xxxx Xxx
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Name: Xxxxxxx Soon-Xxxx Xxx
Title: President
LAURUS MASTER FUND, LTD.
By: Xxxxx Grin
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Name: Xxxxx Grin
Title: Fund Manager
