AMENDMENT TO PROMISSORY NOTE
Exhibit
10.1
AMENDMENT
TO PROMISSORY NOTE
This
Amendment to Promissory Note, effective as of March 1, 2007, is made by and
between Xxxxxxxx.xxx, Incorporated, a Nevada corporation (the “Company” or
“Innofone”) and 55 South Investments (the “Holder”).
WHEREAS,
the parties hereto entered that certain Promissory Note, dated July 10, 2006
(the “Note”); and
WHEREAS,
the parties have agreed to make certain modifications to the Note upon the
terms
and conditions set forth herein.
NOW,
THEREFORE,
for and in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties agree as follows:
1. Subsection
(a) of the “Repayment” section of the Note is deleted and replaced with the
following:
“Repayment
of the Principal by Innofone to the Holder on the Note shall occur according
to
the following repayment schedule (“Repayment Schedule”):
|
07/01/2007
|
|
08/01/2007
|
|
09/01/2007
|
|
10/01/2007
|
11/01/2007
|
12/01/2007
|
Total
|
|||||||||||||
|
Interest
and fees
|
20,500
|
20,500
|
20,500
|
20,500
|
20,500
|
20,500
|
123,000
|
|||||||||||||||
|
Principal
|
0
|
0
|
33,333
|
33,333
|
33,334
|
400,000
|
500,000
|
|||||||||||||||
|
Total
|
20,500
|
20,500
|
53,833
|
53,833
|
53,834
|
420,500
|
623,000
|
|||||||||||||||
2.
The
“Interest” section of the Note is deleted and replaced with the
following:
“Innofone
shall pay 12% per annum simple interest on the unpaid portion of the Principal
calculated starting upon the Closing Date and payable in accordance with the
Repayment Schedule above.”
3. The
“Fees” section of the Note is deleted and replaced with the
following:
“Innofone
shall pay to the Holder a loan origination and due diligence fee of 8% on the
full original Principal in accordance with the Repayment Schedule
above.”
4. Subsection
(b) of the “Event of Default” section of the Note is deleted and replaced with
the following:
“Any
failure of Innofone to pay the Principal in full by December 1,
2007;”
5. Subsection
(c) of the “Event of Default” section of the Note is deleted and replaced with
the following:
“Any
failure of Innofone to make any payments in full in accordance with the
Repayment Schedule within ten (10) days of any such payment due date;
or”
6. The
following provision shall be added as subsection (d) of the “Event of Default”
section of the Note:
“The
termination by the Company of the Employment Agreements of either Xxxx Xxxxxxxx
or Xxxxxx Xxxxxx, at any time prior to the Company’s full satisfaction of the
Note payable to Holder, unless
such termination is made at the election of either such employee.”
7. The
“Rights of Holder upon Default” section of the Note is deleted and replaced with
the following:
“(a)
Upon the occurrence and during the continuation of any Event of Default,
immediately and without notice, all outstanding principal, interest, and fees
payable by Innofone hereunder shall automatically become immediately due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived, anything contained herein to the
contrary notwithstanding.
(b)
Upon the occurrence of any Event of Default, immediately and without notice,
the
Company shall register one million (1,000,000) of the Innofone Stock for
resale.”
Except
as modified herein, all other terms and conditions of the Note shall remain
in
effect and the parties hereby ratify and confirm same. All capitalized terms
used herein shall have the same meaning as set forth in the Note.
[SIGNATURE
PAGE FOLLOWS]
2
IN
WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first above
written.
Xxxxxxxx.xxx,
Incorporated:
By: __/s/
Alex Lightman___________________
Xxxx
Xxxxxxxx, CEO
00
Xxxxx Xxxxxxxxxxx:
By: __/s/
Xxxx Reed______________________
Xxxx
Xxxx, General Partner
3
