AMENDMENT NO. 1 CANAM URANIUM CORPORATION CONVERTIBLE DEBENTURE DUE 2010
EXHIBIT
10.1
AMENDMENT
NO. 1
CANAM
URANIUM CORPORATION
CONVERTIBLE
DEBENTURE DUE 2010
AMENDMENT
NO. 1 to
the
Convertible Debenture due 2010 (this “Amendment”), dated as of April 25, 2008,
is entered into by and between CanAm Uranium Corporation, a Nevada corporation
(the “Company”) and the undersigned (together with its successors and assigns,
the “Holder”), a holder of the Company’s Convertible Debenture due 2010 (the
“Debenture”). Capitalized terms used and not otherwise defined herein shall have
their respective meanings under the Debenture.
NOW
THEREFORE, The
Company and the Holder hereby agree as follows:
1.
The
Debenture is hereby amended by (i) deleting the first sentence of Section 2(a)
and (ii) inserting in lieu thereof the following text:
“The
Holder is entitled to, at any time or from time to time, convert the Conversion
Amount into shares of Common Stock, at a conversion price for each share of
Common Stock (the “Conversion Price") equal to US$0.01. Notwithstanding the
foregoing, the Holder shall not be entitled to convert any part of this
Debenture as to which the Company has previously issued to the Holder a
Redemption Notice in accordance with Section 2(b). The Conversion Price will
be
adjusted as provided in Section 6. For purposes of this Debenture, the following
terms have the meanings indicated below:”
2.
This
Amendment shall not be effective unless and until this Amendment shall have
been
executed and delivered by the Company, the undersigned Holder and each other
holder of outstanding Debentures (the “Amendment Effective Date”).
3.
The
Holder irrevocably agrees to convert, on the Effective Date, at the Conversion
Price of $0.01 (i.e.,
after
giving effect to Section 1 of this Amendment), the Conversion Amount equal
to
fifty percent (50%) of the then outstanding principal amount of the Debenture
held by the Holder. The Company agrees to effect such conversion on the
Amendment Effective Date and to issue the shares to be issued upon such
conversion in accordance with the terms of the Debentures.
4.
The
Company agrees not to seek or implement a reverse split of its Common Stock
within ninety (90) days of the Amendment Effective Date, absent the Holder’s
prior written consent.
5.
All
other provisions of the Debenture shall remain unchanged and in full force
and
effect unless and until modified, amended or supplemented in accordance with
the
terms and conditions set forth in the Debentures.
IN
WITNESS WHEREOF,
the
undersigned has executed and delivered this Amendment as of the date first
set
forth above.
CANAM
URANIUM CORPORATION
By:
_________________________________
HOLDER
_________________________________