SECOND AMENDMENT TO SECURED CONVERTIBLE DEBENTURE
Exhibit 10.9
SECOND AMENDMENT TO SECURED CONVERTIBLE DEBENTURE
SECOND AMENDMENT, dated as of February 8, 2012 and effective retroactively, to SECURED CONVERTIBLE DENBENTURE, made by and between PROGREEN PROPERTIES, INC., a Delaware corporation (the “Company”) and RUPES FUTURA AB (the “Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Debenture.
WHEREAS, the Company and the Lender are parties to that certain Secured Convertible Debenture, dated November 5, 2009, (the “Debenture”) pursuant to which the Company has borrowed the amount of $500,000 from the Lender; and
WHEREAS, the Company and the Lender entered into a First Amendment to the Debenture on December 14, 2011, providing for amendments relating to payment of interest on the Debenture; and
WHEREAS, the Company and the Lender have agreed to further amendments relating to the payment of interest on the Debenture; and
WHEREAS, in accordance with the terms and conditions of the Debenture, the Company and the Lender hereby approve the amendment of the Debenture as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:
1. By their respective execution of this Agreement, the Company and the Lender agree that Section 1 of the Debenture is hereby amended to read in its entirety as follows:
“1. Rate and Payment of Interest. The principal balance of this Debenture shall bear interest at a fixed rate per annum equal to thirteen and one-half percent (13.5%), payable annually in arrears. Interest shall commence to accrue on the date hereof. Interest payments shall be payable in shares of Common Stock of the Company, par value $.0001 per share ("Common Stock"), valued at the Conversion Price as of the due date of the interest payment; provided however, that the Company, at its sole option, may elect to pay any interest payment hereunder in cash, such cash interest payment to be payable no later than One Hundred Eighty (180) days following the original interest payment due date. If this Debenture is prepaid pursuant to the terms of Section 3 hereof, the prepayment sum shall include all unpaid interest accrued through the date of prepayment paid, at the sole option of the Company, either (x) in cash or (y) in shares of Common Stock at the Conversion Price as of the date of prepayment.
2. Except as expressly provided herein, the Debenture shall continue in full force and effect.
IN WITNESS WHEREOF, the Company and the Lender have executed this Second Amendment as of the date set forth above.
| PROGREEN PROPERTIES, INC. | ||
| By: /s/ Xxx Xxxxxxxx | ||
| Name: Xxx Xxxxxxxx | ||
| Title: President | ||
| LENDER: RUPES FUTURA AB | ||
| By: /s/ Xxxxxx Xxxxxxxx | ||
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director |
