EXHIBIT
10.1
REVISED AND
AMENDED SIXTH WAIVER AND MODIFICATION AGREEMENT
This REVISED AND AMENDED
SIXTH WAIVER AND MODIFICATION AGREEMENT (“Sixth
Modification”) is made and entered into as of September 5,
2008, by and between BLASTGARD INTERNATIONAL, INC., a Colorado
corporation (the “Company”), and the holders identified
on the signature page hereto (each a “Holder” and
collectively the “Holders”). Capitalized terms
used but not defined herein will have the meanings assigned to them
in the Subscription Agreement (as defined below).
WHEREAS, the Company and
the Holders entered into a Subscription Agreement dated as of
December 2, 2004 (the “Subscription Agreement”);
and
WHEREAS, Holders entered
into a Modification and Waiver Agreement dated December 6, 2005
(Modification) as amended on June 7, 2006 (Second Modification),
July 20, 2006 (Third Modification), March 20, 2007 (Fourth
Modification) and on March 20, 2008 (Fifth Modification);
and
WHEREAS, the Notes came
due on the date hereof (i.e. August 29, 2008) and the Holders are
willing and the Company agrees to the modification of certain
rights under the Notes.
NOW, THEREFORE, the
Company and the Holders hereby agree as follows:
SECTION 1.
Extension of Maturity
Date of the Note. As consideration of the
payment of default interest calculated at the rate of 21% per annum
for the period April 1, 2008 through September 30, 2008, the
Holders agree to extend the Maturity Date of the Notes to November
1, 2008 (the “Revised a
