Exhibit 10.19
July 12, 2005
International Thoroughbred Breeders, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxxx
Re: Amendment to Advisory Agreement
Dear Xx. Xxxxxx:
Reference is made to the Advisory Agreement dated as of June 30, 2005 (the
"Advisory Agreement"), between International Thoroughbred Breeders, Inc. (the
"Company") and MBC Global, LLC, an Illinois limited liability company ("MBC
Global").
Paragraph 2(d) of the Advisory Agreement contemplates the issuance by the
Company of three stock purchase warrants, for an aggregate of 400,000 shares of
the Company's common stock, in conjunction with a single closing (it being
understood that the Advisory Agreement would be released from escrow and become
effective upon closing of the Company's sale, for an aggregate subscription
price of $7.5 million, of the Company's Series B Convertible Preferred Stock).
This letter will clarify and amend the Advisory Agreement in the event aggregate
subscriptions are received and accepted by the Company for less than $5.0
million of the Series B Convertible Preferred Stock.
MBC Global agrees that the warrants previously delivered into escrow by the
Company and presently held in escrow by Bouhan, Xxxxxxxx & Xxxx, LLP (the
"Escrow Agent") will continue to be held in escrow until the earlier of (a) the
Company's receipt and acceptance of subscriptions and receipt of subscription
funds for the sale of an aggregate of $5.0 million of the Company's Series B
Convertible Preferred Stock or (b) the termination of the Company's offering of
such Series B Convertible Preferred Stock, scheduled to occur at 5 p.m. Eastern
Daylight Time on July 22, 2005 (unless extended by written notice by the
Company); and if the offering is terminated with less than an aggregate
subscription of $5.0 million of Series B Convertible Preferred Stock having been
sold, then the number of shares of common stock purchasable under the warrants
to be issued under each of clause (i), (ii) and (iii) of Paragraph 2(d) of the
Advisory Agreement will be adjusted proportionately to equal the product of (x)
the number of shares presently provided for in the said clause (i), (ii) or
(iii), as applicable, multiplied by (y) a fraction, the numerator of which is
the aggregate dollar amount of subscriptions for the Series B Convertible
Preferred Stock received and accepted by the Company and paid for by the
applicable investors and the denominator of which is $7.5 million. Once the
total number of shares to be purchasable under the warrants is determined, if
there is a reduction in the number of common shares to be purchasable under the
warrants, the Company will execute and deliver new warrants for the reduced
number of shares to the Escrow Agent and, upon the Escrow Agent's receipt
thereof, the Escrow Agent will deliver to counsel for the
Company the original warrants now being held in escrow for the purchase of an
aggregate of 400,000 shares of common stock.
It is further understood and agreed that (a) the Advisory Agreement, as
amended hereby, will be released to MBC Global from escrow and become effective
upon consummation of the first sale by the Company of its Series B Convertible
Preferred Stock and (b) the warrants presently held in escrow will be released
to MBC Global only if there is no reduction in the number of common shares
purchasable under the warrants in accordance with the immediately preceding
paragraph, and if such reduction occurs as therein provided, the warrants will
be delivered to counsel for the Company as provided in the immediately preceding
paragraph.
Please confirm your agreement with the foregoing by signing and returning a
duplicate copy of this letter to the undersigned.
Very truly yours,
MBC GLOBAL, LLC
By: /s/___________________________
Print Name:________________
Title:_____________________
ACCEPTED AND AGREED TO:
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
By: /s/____________________________
Xxxxxxx X. Xxxxxx, President
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