EXHIBIT 10.3
AMENDMENT TO SECURITIES PURCHASE AGREEMENT, SECURED CONVERTIBLE DEBENTURE AND
SECURITY AGREEMENT
This Amendment to Securities Purchase Agreement, Secured Convertible
Debenture and Security Agreement ("Amendment") is entered into this 1st day of
August 2007 by and among DYNAMIC LEISURE CORPORATION., a Minnesota corporation,
with headquarters located at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx, XX 00000 (the
"Company"), and TRAFALGAR CAPITAL SPECIALIZED INVESTMENT FUND, LUXEMBOURG
("Buyer").
WHEREAS, the Company and Buyer executed a Securities Purchase
Agreements dated as of June 29, 2007 (the "Purchase Agreement") through which
the Buyer has purchased secured convertible debentures (the "Convertible
Debentures"), which are convertible into shares of the Company's common stock,
par value $.0001 (the "Common Stock") (as converted, the "Conversion Shares");
and
WHEREAS, in connection with such Purchase Agreements, the Company has
also issued to Buyer various Warrants to purchase shares of the Common Stock of
the Company; and
WHEREAS, the Purchase Agreements, the Convertible Debentures and the
Warrants are collectively referred to as the "Agreements"; and
WHEREAS, through no fault of the Buyer or the Company, the value of the
Company's Common Stock has decreased significantly since the execution of the
agreements; and
WHEREAS the Company and Buyer have mutually agreed to the following
amendments to the Agreements, which shall be incorporated into the Agreements as
if the Agreements originally included such terms;
NOW, THEREFORE, in consideration of the foregoing and in consideration
of the mutual promises set forth herein, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Subject to adjustment as set forth in Section 8 of each respective
Warrant and to paragraph 2 of this Amendment, the exercise price of the
Warrants is hereby amended to twenty-three cents ($0.23).
2. If after the registration of the Conversion Shares, the Common Stock
trades above seventy-five cents ($0.75) per share (with such amount
subject to adjustment as set forth in Section 8 of each respective
Warrant) for thirty (30) consecutive trading days, the exercise price
of the Warrants shall be increased to fifty cents ($0.50) per share.
3. The Company additionally agrees to issue to the Buyer a warrant to
purchase five million (5,000,000) shares of Common Stock at an exercise
price of twenty-three cents ($0.23) per share.
4. Subject to adjustment as set forth in the Convertible Debentures and to
paragraph 5 of this Amendment The Fixed Price of the Convertible
Debenture is amended to equal twenty-three cents ($0.23).
1
5. If after the registration of the Conversion Shares, the Common Stock
trades above seventy-five cents ($0.75) per share (with such amount
subject to adjustment as set forth in Section 8 of each respective
Warrant) for thirty (30) consecutive trading days, the exercise price
of the Warrants shall be increased to sixty-four and six/tenths cents
($0.646) per share
6. If after the registration of the Conversion Shares, the Common Stock
trades above seventy-five cents ($0.75) per share (with such amount
subject to adjustment as set forth in Section 8 of each respective
Warrant) for thirty (30) consecutive trading days, the warrant
described in paragraph 3 above will be reduced to become a warrant to
purchase two million shares (2,000,000)
7. The Company agrees to pay legal fees of one thousand five hundred
dollars ($1,500) to Xxxxx X. Xxxxxxx XX, P.A. for preparation of this
Amendment and the ancillary documentation.
8. All other terms of the Agreements remain unchanged.
9. This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and, all of
which taken together shall constitute one and the same Amendment.
10. This Amendment shall be governed by and construed and enforced in
accordance with and governed by the laws of the State of Florida
(without giving effect to any conflicts or choice of law provisions
thereof that would cause the application of the domestic substantive
laws of any other jurisdiction).
IN WITNESS WHEREOF, the parties have executed this Amendment to
Securities Purchase Agreement as of the Date first set forth above.
DYNAMIC LEISURE CORPORATION TRAFALGAR CAPITAL SPECIALIZED INVESTMENT
FUND, LUXEMBOURG
By: Trafalgar Capital Sarl
Its: General Partner
By: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxx Xxxxx
---------------- ----------------
Name: Xxx Xxxxxxxx Name: Xxxxxx Xxxxx
Title: CEO Title: Chairman of the Board
2
