November 15, 2017 Amendment to May 2017 Financing Agreement
Exhibit 10.1
Effective as of November 15, 2017
Cayman Venture Capital Fund
Governors Square, 2ndFloor
23 Lime Tree Bay Avenue, P.O. Box 1569
Grand Cayman KY1-1110, Cayman Islands
| Re: | Amendment No. 2 to Financing Agreement Dated May 11, 2017, as amended effective July 31, 2017 (the “Agreement”) by and between Kaya Holdings, Inc. (the “Company”) and Cayman Venture Capital Fund (the “Investor”) |
Ladies and Gentlemen:
Reference is made to the Agreement. The Company and the Investor hereby agree to further amend the Agreement as follows:
1. The maximum principal amount of Notes which has been issued and is issuable under the Agreement is hereby increased from $6.3 million to $7.0 million.
2. The terms on which the Investor has purchased and has agreed to purchase up to $7.0 million in Notes (the “$7.0M Notes”) pursuant to the Agreement are hereby amended as follows:
| · | As of November 15, 2017, the Investor has purchased an aggregate of $1,150,000 in principal amount of $7.0M Notes from the Company under the Agreement, as amended to date, of which (a) $500,000 in principal amount of $7.0M Notes are convertible into shares of the Company’s common stock at a conversion price of $0.05 (the “$0.05Notes”); (b) $150,000 in principal amount of $7.0M Notes, which are convertible into shares of the Company’s common stock at a conversion price of $0.03 (the “$0.03Notes”); and (c) $500,000 in principal amount of $7.0M Notes, which are (i) convertible into shares of the Company’s common stock at a conversion price of $0.03; and (ii) secured by a mortgage lien on the 26 acre property acquired by the Company during the third quarter of 2017 (the “$0.03 Secured Notes”). |
| · | Under the Agreement, as amended to date, the Investor has the right to purchase another tranche of $0.03 Notes up to an aggregate of $1,050,000 in principal amount, at any time and from time to time through March 31, 2018. |
| · | Provided the Investor has fulfilled its obligation to purchase the additional $1,050,000 in principal amount of $0.03 Notes from the Company on or before March 31, 2018, the Investor will have the right to purchase another tranche of $0.05 Notes up to an aggregate of $1,000,000 in principal amount, at any time and from time to time through July 31, 2018. |
| · | Provided the Investor has fulfilled its obligation to purchase the additional $1,000,000 in principal amount of $0.05 Notes from the Company on or before July 31, 2018, the Investor will have the right to purchase up to an aggregate of $1,600,000 in principal amount of $7.0M Notes, which are convertible into shares of the Company’s common stock at a conversion price of $0.08 per share, at any time and from time to time through January 31, 2019 (the “$0.08 Notes”). |
| · | Provided the Investor has fulfilled its obligation to purchase all $1,600,000 in principal amount of $0.08 Notes from the Company on or before January 31, 2019, the Investor will have the right to purchase up to an additional $2,200,000 in principal amount of $7.0N Notes from the Company at any time and from time to time through November 30, 2019, which Notes will be convertible into shares of common stock at a conversion price of $0.11. |
3. All capitalized terms not otherwise defined herein shall have the same meanings as given in the Agreement.
If the foregoing correctly reflects our understanding, please so indicate by countersigning this letter below.
Sincerely,
KAYA HOLDINGS, INC.
By: /s/ Craig Frank
Craig Frank, Chairman, President, Chief Executive Officer and Acting Chief Financial Officer
954 ###-###-####
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ACCEPTED AND AGREED TO
EFFECTIVE AS OF NOVEMBER 15, 2017
CAYMAN VENTURE CAPITAL FUND
By: /s/ David M. L. Roberts
David M. L. Roberts, Director
