AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Exhibit
10.1
Execution
Copy
AMENDMENT
NO. 1 TO
THIS
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
(this
“Amendment”),
is
entered into by and between NEWGOLD,
INC,
a
Delaware corporation (the “Company”),
and
the undersigned Buyer (the “Buyer”).
WHEREAS:
A. The
parties hereto previously entered into that certain Securities Purchase
Agreement dated as of September 26, 2006 (the "Agreement").
B. The
parties to the Agreement now desire to amend certain provisions set forth in
the
Agreement as more fully described herein.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:
1. AMENDMENT
OF THE 2nd“WHEREAS”
CLAUSE.
The
2nd“WHEREAS”
Clause
of the Agreement is hereby amended and replaced in its entirety
with the following:
WHEREAS,
the
parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall issue and sell to the Buyer(s), as provided herein,
and the Buyer(s) shall purchase up to Three Million Dollars ($3,000,000) of
secured convertible debentures (the “Convertible
Debentures”),
which
shall be convertible into shares of the Company’s common stock, par value $0.001
(the “Common
Stock”)
(as
converted, the “Conversion
Shares”)
of
which One Million Dollars ($1,000,000) was funded on September 26, 2006 (the
“First
Closing”),
One
Million Dollars ($1,000,000) shall be funded on the date the registration
statement (the “Registration
Statement”)
is
filed, pursuant to the Investor Registration Rights Agreement dated the date
hereof, with the United States Securities and Exchange Commission (the
“SEC”)
(the
“Second
Closing”)
and
One Million Dollars ($1,000,000) shall be funded on the date the Registration
Statement is declared effective by the SEC(the “Third
Closing”)
(individually referred to as a “Closing”
collectively referred to as the “Closings”),
for a
total purchase price of up to Three Million Dollars ($3,000,000), (the
“Purchase
Price”)
in the
respective amounts set forth opposite each Buyer(s) name on Schedule I (the
“Subscription
Amount”);
and”
2.
AMENDMENT
OF SECTION 4(g)(iv).
Section
4(g)(iv) of the Agreement is hereby amended and replaced in its entirety with
the following:
(i) The
Company issued to the Buyer on September 26, 2006 warrants to purchase an
aggregate of 2,527,777 shares of the Company’s Common Stock for a period of
four (4) years of which a warrant to purchase 1,444,444 shares shall be at
an
exercise
price
of
$0.45 per share and a warrant to purchase 1,083,333 shares of the Company’s
Common Stock shall be at an exercise price of $0.60 per share. On the date
hereof, the warrants previously issued on September 26, 2006 are hereby
cancelled and in their place are issued to the Buyer a warrant to purchase
2,000,000 shares of the Company’s Common Stock for a period of four (4)
years at an exercise price of $0.45 per share and a warrant to purchase
1,500,000 shares of the Company’s Common Stock shall be at an exercise
price of $0.60 per share (collectively referred to as the “Warrants”).
The
shares of Common Stock issuable under the Warrants shall collectively be
referred to as the “Warrant
Shares”.
3.
AMENDMENT
TO SECTION 7(a)(xi).
Section
7(a)(xi) of the Agreement is hereby amended and replaced in its entirety with
the following:
(xi) The
Company shall file an Amended Memorandum of Security Agreement with the State
of
Nevada which shall amend the Memorandum of Security Agreement previously filed
with the Pershing County Registrar, State of Nevada on February 14, 2006 on
Roll
Xx. 000, Xxxx Xx. 00 xx Xxxx Xx. 000000 to provide for a gross principal amount
of obligations up to three million dollars ($3,000,000), and proof of filing
shall be provided to the Buyer.
4.
EFFECT
ON OTHER TERMS.
This
Amendment shall be deemed effective as of November 1, 2006. All other terms
set
forth in the Agreement shall remain unchanged and this Amendment and the
Agreement shall be deemed a single integrated agreement for all
purposes.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties have caused this Amendment No. 1 to Securities Purchase Agreement to
be
duly executed as of day and year first above written.
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COMPANY:
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NEWGOLD,
INC.
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By:
/s/ XXXXX XXXXXXX
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Name:
Xxxxx Xxxxxxx
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Title: Chief
Executive Officer
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BUYER:
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CORNELL
CAPITAL PARTNERS, LP
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By:
Yorkville Advisors, LLC
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Its:
General Partner
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By:
/s/ XXXX
XXXXXX
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Name:
Xxxx Xxxxxx
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Title:
President and Portfolio Manager
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