AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-1
AMENDMENT
NO. 1 TO
SECURED CONVERTIBLE DEBENTURE NO. DPFD-3-1
THIS
AMENDMENT NO. 1 TO SECURED CONVERTIBLE DEBENTURE NO.
DPFD-3-1
(this
“Amendment”),
is
entered into by and between DEEP
FIELD TECHNOLOGIES, INC. a
New
Jersey corporation (the “Company”),
and
the undersigned Buyer (the “Buyer”).
WHEREAS:
A. The
Company hereto previously issued to the Buyer that certain Secured Convertible
Debenture No. DPFD-3-1 dated March 1, 2007 (the "Debenture").
B. The
parties to the Debenture 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 SECTION 3(c)(i) “Conversion
Price”.
Section 3 (c)(i) of the Debenture is hereby amended and replaced in its entirety
with the following:
“(i)
The
conversion price in effect on any Conversion Date shall be equal to the lesser
of (a) $0.072 (the “Fixed
Conversion Price”)
or (b)
eighty percent (80%) of the lowest Closing Bid Price of the Common Stock during
the five (5) trading days immediately preceding the Conversion Date as quoted
by
Bloomberg, LP (the “Market
Conversion Price”).
The
Fixed Conversion Price and the Market Conversion Price are collectively referred
to as the “Conversion
Price”.
The
Conversion Price may be adjusted pursuant to the other terms of this
Debenture.”
2. EFFECT
ON OTHER TERMS.
This
Amendment shall be deemed effective as of July 5, 2007. All other terms set
forth in the Debenture shall remain unchanged and this Amendment, and the
Debenture 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 to the Debenture to be duly executed as
of
day and year first above written.
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COMPANY:
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By:
/s/
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Name:
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Title:
Chief
Financial Officer
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BUYER:
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CORNELL
CAPITAL PARTNERS, L.P.
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By:
Yorkville Advisors, LLC
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Its:
General Partner
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By:
/s/
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Name:
▇▇▇▇ ▇▇▇▇▇▇
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Title:
President and Portfolio Manager
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