STRONGHOLD TECHNOLOGIES, INC.
000 Xxxxx Xxxx
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Xxxxx 0, 0000
XXX Partners, LLC
New Millennium Capital Partners II, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: Stronghold Technologies, Inc. (the "Company") -
Amendment of Notes
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to amend the
conversion price of certain notes which are convertible into shares of the
Company's common stock, par value $.0001 per share (the "Common Stock"),
originally issued by the Company to the investors listed in the signature pages
hereto (collectively, the "Investors"), on June 18, 2004, July 26, 2004 and
October 22, 2004 (collectively, the "Notes").
By execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that:
1. The Applicable Percentage (as defined in each of the Debt
Instruments) shall be 25%.
2. The Notes are hereby amended in accordance with the foregoing
provision. All other provisions of the Notes, as amended from time
to time, shall remain in full force and effect.
The parties shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent an accomplish the
purposes of this letter agreement, including without limitation the issuance of
amended Notes.
Please signify your agreement with the foregoing by signing a copy of this
letter where indicated and returning it to the undersigned.
Sincerely,
STRONGHOLD TECHNOLOGIES, INC.
-------------------------------------
Xxxxxxxxxxx X. Xxxxx
President and Chief Executive Officer
ACCEPTED AND AGREED:
AJW PARTNERS, LLC.
By: SMS GROUP, LLC
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Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,
---------------------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
---------------------------------------
Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
---------------------------------------
Xxxxx X. Xxxxxxxx, Manager
