EXHIBIT 4.24
ADDENDUM
December ___, 2003
Xx. Xxxx Xxxxxxx Peabodys Coffee, Inc. 0000 Xxxxxxxx Xxxx, Xxxxx 0 Xxxxxxx, XX
00000
Dear Xxxx:
This letter shall serve as an addendum to the following documents: 7 3/4%
Convertible Debenture, Registration Rights Agreement, Securities Purchase
Agreement and Warrant to Purchase Common Stock. Capitalized terms shall have the
meaning set forth in the respective documents. The following changes are hereby
made and agreed upon:
1. Under the Securities Purchase Agreement, La Jolla Cove
Investors, Inc. ("LJCI") is to advance $250,000 to Peabodys
Coffee, Inc. ("Peabodys") upon closing. It is agreed that the
$250,000 will be funded as follows:
a. Peabodys presently has outstanding Secured
Convertible Debentures with AJW Partners, LLC, AJW
Offshore, Ltd. and AJW Qualified Partners, LLC
(collectively "the AJW entities"). LJCI shall wire
the sum of $100,000 to the AJW entities, for the
account of Peabodys, upon closing.
b. LJCI shall wire the sum of $100,000 to Peabodys upon
closing.
c. LJCI will retain $50,000 for the payment of Peabodys'
legal and accounting fees for the filing of the
Registration Statement for the Conversion Shares and
the Warrant Shares. The $50,000 will be paid to the
attorneys and accountants once the Registration
Statement has been declared effective. At LJCI's sole
discretion, some of the $50,000 may be paid to the
attorneys and accountants prior to the Registration
Statement being declared effective. Xxxxxxxx agrees
that it is responsible for the payment of legal and
accounting fees incurred by it.
2. At LJCI's sole discretion, beginning in the next full calendar
month after the closing, regardless of whether a registration
statement for the Conversion Shares and Warrant Shares shall
have been declared effective at such time, LJCI shall wire the
AJW entities the sum of $50,000 per calendar month, for the
account of Peabodys, until Peabodys' Secured Convertible
Debentures with the AJW entities have been paid in full. Such
payment shall be made no later than the third day of the
applicable month. Such amounts shall represent a prepayment
towards the future exercise of Warrant Shares under the
Warrant Agreement. The timing of the application of these
funds shall be at LJCI's sole discretion.
3. On the effective date of the Registration Statement, LJCI wire
the sum of $100,000 to Peabodys. Such funds shall represent a
prepayment towards the future exercise of Warrant Shares under
the Warrant Agreement. The timing of the application of the
prepaid funds shall be at LJCI's sole discretion.
If this letter correctly reflects our agreement, please acknowledge your
agreement by signing below.
Sincerely,
Xxxxxx X. Xxxx
Portfolio Manager
Acknowledged and agreed to:
Peabody's Coffee, Inc.
By:
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Its:
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