TraceGuard Technologies, Inc.
Exhibit
10.2
000
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxx
Xxxx,
XX 00000
April
18,
0000
Xxxxxx
Xxxx Investors
0000
Xxxxxxxxx Xxxxxx, Xxxxx 000
Xx
Xxxxx,
XX 00000
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RE:
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Securities
Purchase Agreement, Dated April 18, 2008 Between TraceGuard Technologies,
Inc. (the “Company”) and Golden Gate Investors, Inc. (the “Holder”) (the
“Purchase Agreement”) and 7 % Convertible Debenture, Dated April 18, 2008
(the “Debenture”) Issued by the Company to the
Holder
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This
Letter Agreement clarifies and confirms certain terms, to the extent set forth
herein, of the Purchase Agreement and the Debenture. This hereby confirms our
understanding that (i) the notice described in the first sentence of Article
I.G. of the Purchase Agreement shall be delivered by the Holder to the Company,
not to the Holder as originally stated in the Purchase Agreement; (ii) the
term
“principal amount” used in Article I.H. of the Purchase Agreement shall refer to
the defined term “Principal Amount” as used in the Debenture.; and (iii) the
phrase “upon conversion hereof” shall be added to the beginning of clause (y) of
Section 3.4(i) of the Debenture.
Except
as
specifically set forth herein, all other terms and conditions of the Purchase
Agreement and Debenture shall remain in full force and effect.
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By:
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Name:
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Its:
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Acknowledged
and Agreed:
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By:
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Its:
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