AMENDMENT NUMBER ONE TO PROMISSORY NOTE - NON-NEGOTIABLE
Exhibit
10.11.1
AMENDMENT
NUMBER ONE
TO
PROMISSORY
NOTE - NON-NEGOTIABLE
THIS
AMENDMENT NUMBER ONE TO PROMISSORY NOTE - NON-NEGOTIABLE,
dated
as of August __, 2007, is hereby executed and delivered by Osage Exploration
and
Development, Inc., a Delaware corporation (the “Company”),
and
____________ (“Borrower”).
RECITALS
A. The
Company has provided Borrower with a loan (the “Loan”)
that
is evidenced by a Promissory Note - Non-Negotiable dated December __, 2006
in
the original principal amount of $______ (the “Note”),
and
Borrower has utilized the proceeds thereof to purchase certain shares
(“Shares”)
of
common stock from the Company.
B. The
Company required, and Borrower agreed, at the time of the Loan, that the payment
obligations of Borrower under the Note are to be secured by a pledge of the
Shares.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing recitals, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and Borrower agree as follows:
1. The
following paragraph is hereby added at the end of the Note to memorialize the
agreement of the parties (to follow paragraph three):
“This
note is secured by a pledge of certain shares of common stock issued to the
Borrower represented by certificate no. __ (the “Certificate”)
which
Certificate shall be held by the Company as security for payment of all amounts
due hereunder.”
2. There
are
no amendments intended to be made to the Note other than as expressly stated
in
Section 1 above and, except as expressly stated in Section 1 above, the Note,
and each and every provision thereof, shall remain in full force and
effect.
3. Borrower
shall cause a counterpart original of this Amendment Number One to be securely
attached to the original of the Note.
4. Borrower
acknowledges that, in connection with the preparation of this Amendment Number
One, and all related matters, XxXxxxxxx, Xxxxxxx & Xxxxxxx LLP
(“MD&B”)
has
represented only the Company, and has not acted as counsel to Borrower. Borrower
further acknowledges that he has been advised to seek independent legal counsel
for advice regarding the terms and provisions of this Amendment Number One
and
related matters, and has either obtained such advice of independent legal
counsel, or has voluntarily and without compulsion elected to enter into this
Amendment Number One without such advice of independent legal
counsel.
| “COMPANY” | “BORROWER” |
| OSAGE EXPLORATION AND | |
| DEVELOPMENT, INC. | |
| By:_________________________ | _______________________________ |
| [insert name] | |
| Its:_________________________ |
