FIRST AMENDMENT TO CONVERTIBLE LOAN AGREEMENT

FIRST AMENDMENT TO CONVERTIBLE LOAN AGREEMENT

This First Amendment to Convertible Loan Agreement (“Amendment”) is made and entered into this 18th day of June 2019 and is effective as of the 19^th day of March 2019, by and between Roran Capital LLC, a Wyoming limited liability company (“Roran”) and Waterside Capital Corporation, a Virginia corporation (“Waterside”).

RECITALS

WHEREAS, the parties entered into that certain Convertible Loan Agreement, dated as of September 19, 2017 (“Agreement”) and the related Convertible Promissory Note of even date therewith; and

WHEREAS, the parties desire to modify the Agreement as set forth herein upon all of the terms, covenants and conditions set forth in this Amendment;

NOW THEREFORE, in consideration of the promises, terms, and conditions contained herein and such other good and valuable consideration, the recent and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

	1.	Prior Agreement. Except as otherwise provided herein, all of the terms, covenants, conditions, provisions and configurations of the Agreement shall remain and continue unmodified, in full force and effect.
	2.	Availability. Section 4.1.1 of the Agreement shall be deleted in its entirety and in place thereof the following provision shall be inserted:
		“Subject to and upon the terms and conditions of this Agreement, Roran agrees to establish and make available to Waterside an aggregate outstanding amount not to exceed the total principal amount of TWO HUNDRED THOUSAND DOLLARS ($200,000), the proceeds of which Waterside shall use exclusively for use in its business for working capital purposes.”
	3.	Advances. Section 4.1.3 of the Agreement shall be modified to replace the reference to “$150,000” with “$200,000.”
	4.	Payment Date. Section 4.2.3 of the Agreement shall be deleted in its entirety and in place thereof the following provision shall be inserted: “All Advances and all other amounts due on the Advances shall be due and payable on September 19, 2019, unless due earlier as provided for herein upon an Event of Default.”
	5.	Term. Section 4.4 of the Agreement shall be modified to replace the reference to “eighteen (18) months” with “twenty four (24) months.”
	6.	Miscellaneous.

	(a)	This Amendment sets forth the entire agreements between the parties, superseding all prior agreements and understandings, written and oral, and may not be altered or modified except by a writing signed by both parties.
	(b)	The covenants and agreements herein contained shall bind and inure to the benefit of the parties and their successors and assigns. If any of the provisions of this Amendment, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Amendment, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall not be affected thereby, and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law.
	(c)	The captions of this Amendment are for convenience and reference only and no way define, limit or describe the scope or intent of this Amendment.
	(d)	All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such items as set forth in the Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first written above.

RORAN:			WATERSIDE:
RORAN CAPITAL LLC,			WATERSIDE CAPITAL CORPORATION,
a Wyoming limited liability company			a Virginia corporation
BY:	/s/ Xxxxxxx Xxxxxxxxxxxx		BY:	/s/ Zindel Zelmanovitch
NAME:	Xxxxxxx Xxxxxxxxxxxx		NAME:	Zindel Zelmanovitch
TITLE:	Manager		TITLE:	CEO