September 15, 2007
Exhibit
10.3
September
15, 2007
000
Xxxx
Xxxx Xxx
Xxxxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxx, Chief Financial Officer
Dear
Xxxxx:
Reference
is hereby made to the Securities Purchase Agreement (the “Agreement”) dated as
of March 23, 2007 between Passport Restaurants, Inc. (the “Company”), CAMOFI
Master LDC (“CAMOFI”) and CAMHZN Master LDC (“CAMHZN”). CAMOFI and CAMHZN shall
collectively be referred to as the “Purchasers”. Each of the Company and the
Purchasers wish to amend the terms of the Agreement as follows:
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1.
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Section
4.14 is hereby deleted in its entirety and replaced with the following
new
Section 4.14:
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“Section
4.14. Issuance
of Additional Shares/Warrants upon Qualified Equity Offering.
Upon
the closing of the first Qualified Equity Offering consummated after the date
hereof, the Purchasers shall be issued shares of Common Stock and/or warrants
(the split of such shares of Common Stock and warrants to be determined by
the
Purchasers in their sole discretion, provided,
however,
that
the Purchasers agree that collectively, the number of shares of Common Stock
issued shall not exceed 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to such issuance) such that after
taking into account the shares of Common Stock or Common Stock Equivalents
issued in connection with the Qualified Equity Offering (plus any additional
shares of Common Stock or Common Stock Equivalents issued subsequent to the
date
hereof) the Purchasers in the aggregate (assuming the Purchasers continue to
own
all of the Warrants issued pursuant to this Agreement) will own 15% of the
Common Stock of the Company on a fully diluted basis (assuming the conversion
of
all convertible notes and the exercise of all options and warrants). Such shares
of Common Stock and/or warrants shall be issued to the Purchasers pro rata
based
upon the aggregate principal amount of such Purchaser’s Note outstanding
immediately prior to the consummation of the Qualified Equity Offering.”
If
this
letter is accordance with your understanding, please sign your name in the
space
provided below.
Very
truly yours,
CAMOFI
MASTER LDC
CAMHZN
MASTER LDC
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Name:
Title:
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ACCEPTED
AND AGREED TO:
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Name:
Title:
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