Amendment to Securities
Purchase Agreement, Secured Debenture, Registration
Rights Agreement and Security Agreement
This
Amendment to Securities Purchase Agreement, Secured Debenture,
Registration Rights Agreement and Security Agreement
(“Amendment”) is entered into this 31st day of October
2008 by and among Fox Petroleum, Inc. a Nevada corporation,
with headquarters located at 64 Knightsbridge, London, SW1X7JF (the
“ Company ”), and Trafalgar Capital
Specialized Investment Fund, Luxembourg (“ Buyer
”).
WHEREAS,
the Company and Buyer have executed a Securities Purchase Agreement
through which the Buyer has purchased secured debentures (the
“ Secured Debentures ”), which are convertible
into shares of the Company’s common stock, par value $.0001
(the “ Common Stock ”) (as converted, the
“ Conversion Shares ”); and
WHEREAS,
in connection with such Securities Purchase Agreement, the Company
has also issued to Buyer various Warrants to purchase shares of the
Common Stock of the Company; and
WHEREAS,
the Securities Purchase Agreement, the Debentures, the Registration
Rights Agreement, the Escrow Agreement dated June 24, 2008, the
Irrevocable Transfer Agent Instructions, the Pledge and Escrow
Agreement and the Warrants, each as amended as the case may be, are
collectively referred to herein as the “ Agreements
”; and
WHEREAS
the Company and Buyer have mutually agreed to the following
amendments to the Agreements, which shall be incorporated into the
Agreements as if the Agreements originally included such
terms;
NOW,
THEREFORE, in consideration of the foregoing and in consideration
of the mutual promises set forth herein, the sufficiency of which
is hereby acknowledged, the parties hereto agree as
follows:
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1.
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Capitalized Terms not defined
herein shall have the definitions set forth in the
Agreements.
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2.
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The Purchase Price shall be
increased to Three Million Five Hundred Thousand Dollars
($3,500,000), One Million Dollars ($1,000,000) of which shall be
delivered to the Company on the date hereof. The Company shall
enter into a “lock box” agreement covering revenue
generated by the Company which shall be executed prior to November
21, 2008. Failure by the Company to execute such “lock
box” agreement shall be deemed an Event of Default hereunder,
under the New Debenture (as defined herein) and under the
Agreements.
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3.
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The Warrant is amended such that
it shall be exercisable for a total of two million (2,000,000)
shares of Common Stock at an exercise price equal to one-tenth of
one cent ($0.001) per share. The shares of Common Stock into which
the Warrant is exercisable shall be considered Registrable
Securities and shall be registered within
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thirty days of the date hereof,
subject to compliance with Rule 415 as promul
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