Gold Horse International, Inc. (fka GHII)

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I don't have PM so I posted it here:

Exhibit 10.26


DEBENTURE AND WARRANT AMENDMENT AGREEMENT


THIS DEBENTURE AND WARRANT AMENDMENT AGREEMENT (the “Agreement”), dated as of May __, 2010, is entered into by and among Gold Horse International, Inc., a Florida corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).


WHEREAS, pursuant to a Securities Purchase Agreement, dated November 30, 2007 (the “Purchase Agreement”), among the Company and the applicable Holders, the Holders purchased 10% Senior Secured Convertible Debentures of the Company (the “10% Debentures”), and were issued warrants exercisable for shares of Common Stock (the “Warrants”);


WHEREAS, the Company and the Holders entered into a Debenture and Warrant Amendment Agreement dated as of June 30, 2009 (the “2009 Agreement”) wherein the Company issued 14% Secured Convertible Debentures (the “Debentures”) in substitution for the 10% Debentures, and pursuant to which the Company adjusted the conversion and exercise prices of the Debentures and Warrants, and the Holders agreed to waive existing defaults as provided therein; and


WHEREAS, the Company and Holders have agreed to enter into this further Debenture and Warrant Amendment Agreement providing for an additional adjustment in the conversion price of the Debentures and the exercise price of the Warrants, as well as providing for the current conversion of the Debentures, certain limitations regarding the disposition of the Common Stock received upon conversion or exercise of the Debentures, related rights and the Warrants as set forth hereunder, and waiver of any existing defaults for the consideration granted by the Company to the Holders as set forth hereunder.


WHEREAS, the Company is willing to agree not to issue shares of Common Stock at a price, or options, warrants or convertible securities with an exercise or conversion price that is less than the exercise price of $0.08 until such Warrants expire.


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Holder hereby agrees as follows:

1. Amendments and other Agreements.


(a) Conversion. The Holders agree to convert their Debentures as of the date hereof into Common Stock of the Company at a conversion price of $0.08 per share. The Company agrees to issue all unlegended shares issuable upon conversion of Debentures (including interest and penalties) set forth on Schedule A hereto and delivers them to Investors’ counsel along with the opinion of its counsel that permits them for resale under Section 144 or an existing registration statement. The shares will be delivered to the Investor immediately upon delivery of conversion notice.


(b) Amendment of the Base Conversion Price. The Base Conversion Price of the Debentures is hereby reduced to $.0.08 per share.

Exercise Price. The exercise price per share of the Common Stock underlying the Warrants shall be reduced to $0.08, subject to adjustment as provided in the Warrants. The company agrees to issue new warrant certificate which reflects this change with the original issue date. The Company agrees that, as long as the Warrants are outstanding, the Company will not issue shares of Common Stock at a price, or grant options or warrants or issue convertible securities which have an exercise or conversion which is less than the exercise price of the Warrants of $0.08.


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