Exhibit 10.2 AMENDMENT NO. 1 TO CERTIFICATE OF DESIGNATIONS OF SDA AMERICA, INC. This AMENDMENT NO. 1 TO CERTIFICATE OF DESIGNATIONS, dated as of August 11, 2004 (this "Amendment No. 1"), by and between SECURED DIGITAL APPLICATIONS, INC., a Delaware...Secured Digital Applications Inc • August 23rd, 2004 • Services-miscellaneous business services
August 19, 2004 SDA AMERICA, INC. 230 Park Avenue, 10th Floor New York, NY 10169 Attn: Jay McDaniel Re: Restricted Account: Account Number 2704051693, Account Name: SDA America, Inc., maintained at North Fork Bank (the "Restricted Account"). This...Secured Digital Applications Inc • August 23rd, 2004 • Services-miscellaneous business services
This letter will amend, restate and replace our letter agreement of May 28, 2004 concerning the use of funds in the Restricted Account (the "Existing Restricted Account Side Letter"). Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 28, 2004 (as amended on August 19, 2004, the "Purchase Agreement"), by and among Secured Digital Applications, Inc., a Delaware corporation (the "Parent"), SDA AMERICA, INC., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser") relating to the issuance of the Series A Preferred referred to therein and (ii) that certain Restricted Account Agreement, dated as of May 28, 2004 (as amended, modified or supplemented from time to time, the "Restricted Account Agreement"), by and among the Company, Laurus and North Fork Bank (the "Bank"). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Purchase Agreement or the Restricted Account Agreement, as applicable
AGREEMENTAgreement • August 23rd, 2004 • Secured Digital Applications Inc • Services-miscellaneous business services
Exhibit 10. 4 AMENDMENT NO. 1 TO SECURED CONVERTIBLE TERM NOTE OF SECURED DIGITAL APPLICATIONS, INC. This AMENDMENT NO. 1 TO SECURED CONVERTIBLE TERM NOTE, dated as of August 11, 2004 (this "Amendment No. 1"), by and between SECURED DIGITAL...Secured Digital Applications Inc • August 23rd, 2004 • Services-miscellaneous business services
Exhibit 10.3 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of August 11, 2004 (this "Amendment No. 1"), by and between SECURED DIGITAL APPLICATIONS, INC., a Delaware corporation (the...Registration Rights Agreement • August 23rd, 2004 • Secured Digital Applications Inc • Services-miscellaneous business services
Exhibit 10.5 AMENDMENT NO. 1 TO SECURITES PURCHASE AGREEMENT This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of August 19, 2004 (this "Amendment No. 1"), by and between SECURED DIGITAL APPLICATIONS, INC., a Delaware corporation (the...Securites Purchase Agreement • August 23rd, 2004 • Secured Digital Applications Inc • Services-miscellaneous business services
