Exhibit 10.1
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, dated as of November
15, 2004 (this "Amendment No. 2"), by and between SECURED DIGITAL APPLICATIONS,
INC., a Delaware corporation (the "Company"), and SDA America, Inc., a Delaware
corporation and the Company's wholly owned Subsidiary ("SDA America") and LAURUS
MASTER FUND, LTD., a Cayman Islands company ("Laurus").
Reference is made to that certain Securities Purchase Agreement, dated as
of May 28, 2004, by and between the Company, SDA America and Laurus (as amended,
modified or supplemented from time to time, the "Securities Purchase
Agreement"). Capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Securities Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1.Section 6.2 of the Securities Purchase Agreement is hereby deleted in its
entirety and replaced by the following:
6.2. Listing. The Company's shares of Common Stock issuable upon
conversion of the Series A Preferred and upon the exercise of the Warrant are
listed on the NASD OTCBB (subject to the last sentence of this Section 6.2, the
"Principal Market") as of the date hereof and, subject to the last sentence of
this Section, the Company shall maintain such on a Principal Market so long as
any other shares of Common Stock shall be so listed. The Company will maintain
the listing of its Common Stock on a Principal Market, and will comply in all
material respects with the Company's reporting, filing and other obligations
under the bylaws or rules of the National Association of Securities Dealers
("NASD") and such exchanges, as applicable. The Company may, in its discretion,
cause its shares of Common Stock to be listed on the NASDAQ SmallCap Market,
NASDAQ National Market System, the American Stock Exchange or the New York Stock
Exchange, and, following such listing, such market or exchange on which the
Company's Common Stock is then listed shall be the "Principal Market" for the
purposes of this Agreement and the Related Agreements.
2. This Amendment No. 2 shall be effective as of the date hereof following
the execution of same by each of the Company, SDA America and Laurus.
3. Except as specifically provided for herein, the Securities Purchase
Agreement shall not otherwise be affected by this Amendment No. 2 and all of the
terms and provisions of the Securities Purchase Agreement shall remain in full
force and effect in accordance with its terms.
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4. Except as set forth on schedule A hereto with respect to sections 4.2,
4.3, 4.6 and 4.7 the Company hereby represents and warrants to Laurus that as of
the date hereof all representation, warranties and covenants made by Company in
connection with the Securities Purchase Agreement are true correct and complete
and all of Company's covenants requirements have been met.
5. This Amendment No. 2 shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and
permitted assigns. THIS AMENDMENT NO. 2 SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment
No. 2 may be executed in any number of counterparts, each of which shall be an
original, but all of which shall constitute one instrument.
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IN WITNESS WHEREOF, each of the Company and Laurus has caused this
Amendment No. 2 to Securities Purchase Agreement signed in its name effective as
of this 15th day of November 2004.
SECURED DIGITAL APPLICATIONS, INC.
By: /s/Xxxxxxx Soon-Xxxx Xxx
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Name: Xxxxxxx Soon-Xxxx Xxx
Title: Chairman
SDA AMERICA, INC.
By:/s/Xxxxxxx Soon-Xxxx Xxx
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Name: Xxxxxxx Soon-Xxxx Xxx
Title:President
LAURUS MASTER FUND, LTD.
By /s/ Xxxxx Grin
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Name: Xxxxx Grin
Title: Managing Partner
