Exhibit 10.43
ADDENDUM TO CONVERTIBLE DEBENTURE AND
WARRANT TO PURCHASE COMMON STOCK
This Addendum to Convertible Debenture and Warrant to Purchase Common Stock
(Addendum") is entered into as of the _____ day of February 2004 by and between
DNAPrint Genomics, Inc., a Utah corporation ("DNAP"), and La Jolla Cove
Investors, Inc., a California corporation ("LJCI").
WHEREAS, LJCI and DNAP are parties to that certain 8% Convertible Debenture
dated as of November 25, 2003 ("Debenture"); and
WHEREAS, LJCI and DNAP are parties to that certain Warrant to Purchase Common
Stock dated as of November 25, 2003 ("Warrant"); and
WHEREAS, the parties desire to amend the Debenture and Warrant in certain
respects.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, DNAP and LJCI agree as follows:
1. All terms used herein and not otherwise defined herein shall have the
definitions set forth in the Debenture.
2. In the event that LJCI does not convert at least 5% of the face value of
the Debenture and exercise at least 5% of the Warrants in any particular
calendar month, LJCI may wire to DNAP $375,000 less the dollar amount of
Warrants exercised in that month within 5 business days of the end of the
month. Should LJCI fail to wire DNAP such funds, LJCI shall be subject to
the penalties set forth in section 3.1(a) of the Debenture and section 1.1
of the Warrant. Any such amounts wired to DNAP shall be considered a
prepayment toward the future exercise of Warrants, to be applied to the
earliest Warrant payment amounts that are due from LJCI to DNAP.
3. When the Debenture Principal Amount declines below $100,000, LJCI shall be
permitted, for a period of 30 days, to add up to $250,000 of the additional
principal to the Debenture, on the same terms and conditions as the
Debenture, except that such additional principal shall bear interest at 2%.
4. Except as specifically amended herein, all other terms and conditions of
the Debenture and Warrant shall remain in full force and effect.
IN WITNESS WHEREOF, DNAP and LJCI have caused this Addendum to be signed by its
duly authorized officers on the date first set forth above.
DNAPrint Genomics, Inc. La Jolla Cove Investors, Inc.
By: ________________________ By: ___________________________
Name: ______________________ Name: _________________________
Title: _____________________ Title: ________________________
