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


954-612-6475


craig@kayaholdings.com


 


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