Exhibit 99.17
SECOND MODIFICATION AND WAIVER AGREEMENT
This Second Modification and Waiver Agreement (“Agreement”) dated as of July 20, 2006 is entered into by and between BlastGard International, Inc., a Colorado corporation (the “Company”) and Argyll Equities, LLC (“Argyll” or the “Warrant Holder”).
WHEREAS, in December 2004, the Company sold Argyll 680,000 shares of Common Stock at a purchase price of $1.50 per share and Class B Common Stock Purchase Warrants (the “Class B Warrants”) to purchase 100,000 shares of the Company’s Common Stock currently exercisable at a price of $1.50 per share; and
WHEREAS, the Company is seeking to enter into a Consulting Agreement with The Investor Relation Group, Inc., a copy of which is appended hereto (the “IRG Agreement”), which would involve the issuance of shares of Common Stock pursuant to said agreement; and
WHEREAS, the Company is seeking to enter into a Consulting Agreement with Patrick Doherty, a copy of which is appended hereto (the “Doherty Agreement”), which would involve the issuance of options to purchase shares of Common Stock in accordance with the provisions contained in Section 2 of said agreement; and
WHEREAS, the Company is in the process of seeking to add as many as three outside Board members to the Company’s Board of Directors, which would certainly involve the issuance of options to purchase shares of Common Stock at an exercise price of at least $1.00 per share; and
WHEREAS, the Warrant Holder has certain anti-dilution rights contained in its Class B Warrants and the Company is asking the Warrant Holder to make certain concessions with respect to the Class B Warrants so that the Company may enter into the proposed IRG Agreement and Doherty Agreement and so that the Company may retain new outside directors to join the Company’s Board and to compensate them with the grant of options to purchase the Company’s Common Stock; and
WHEREAS, the Warrant Holder and the Company desire to modify the Class B Warrants to their mutual benefit.
NOW THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscriber hereby agree as follows:
1. For the purposes of the Company’s execution of the IRG Agreement and Doherty Agreement and to permit the Company to retain up to three new persons to join the Company’s Board of Directors, the Warrant Holder which owns Class B Warrants exercisable at $1.50 per share, shall waive the adjustment provisions contained in section 3.4 of its Class B Warrants solely in connection with the IRG Agreement and Doherty Agreement and the grant of options to purchase up to 100,000 shares to each new Board member of the Company and not in connection with any future share issuance or reduction.
2. All other terms and conditions of the Class B Warrants shall remain in full force and effect.
3. This Modification and Waiver Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to any other party, it being understood that all parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were an original thereof. A copy of this Agreement annexed to the Class B Warrants shall be sufficient to reflect the amendment thereto.
4. The undersigned agrees that it has read the foregoing Agreement and understands and agrees to it and that the Class B Warrants as amended by this Modification Agreement and by the terms set forth herein represent the entire agreement between the parties
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| BLASTGARD INTERNATIONAL, INC. |
| the “Company” |
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| By: | | |
| (authorized officer) |
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| ARGYLL EQUITIES, LLC |
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| By: | | |
| (authorized officer) |
