AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MAY 31, 2019
Exhibit 4.3
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MAY 31, 2019
THIS AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON MAY 31, 2019 (the “Amendment”) is made effective as of August 2, 2019, by and between Imaging3, Inc., a Delaware corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
BACKGROUND
A. The Company and Holder are the parties to that certain convertible promissory note originally issued by the Company to the Holder on May 31, 2019, in the original principal amount of $600,000.00 (as amended from time to time, the “Note”); and
B. The Company and the Holder desire to consummate a second tranche of $222,750.00 under the Note to be added to the Note on August 2, 2019.
C. The Parties desire to amend the Note as set forth expressly below.
NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The principal balance of the Note shall be increased by $222,750.00 to reflect the addition of a second tranche of $222,750.00 under the Note, which the Holder will fund in cash to the Company on or around the date hereof as provided in the disbursement authorization attached hereto as Exhibit A.
2. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| Imaging3, Inc. | Auctus Fund, LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | By: | /s/ Xxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | Name: | Xxx Xxxxxx | |
| Title: | Chief Executive Officer | Title: | Managing Director | |
| 1 |
Exhibit A
1. $200,000.00 to Imaging3, Inc.:
| Account Name: | Imaging3, Inc. |
| Account Address: | 00000 Xxxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, XX 00000 |
| ABA Routing Number: | 000000000 |
| Account Number: | 325024803531 |
| Bank Name: | Bank of America |
| Bank Address: | 000 Xxxxxxxx, Xxx Xxxx, XX 00000 |
2. $2,750.00 to Anthony L.G., PLLC for the Holder’s legal fees:
| Account Name: | Anthony L.G., PLLC, Operating Account |
| Account Address: | 000 X. Xxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, XX 00000 |
| ABA Routing Number: | 000000000 |
| Account Number: | 201306179 |
| Bank Name: | Chase Bank |
| Bank Address: | 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 |
3. $20,000.00 to Auctus Fund Management, LLC to cover the Holder’s due diligence and monitoring costs:
| Account Name: | Auctus Fund Management, LLC |
| Account Address: | 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000 |
| ABA Routing Number: | 000000000 |
| Account Number: | 1338442314 |
| Bank Name: | Citizens Bank |
| Bank Address: | 0 Xxxxxxxx Xxxxx 00 Xxxxx Xxxxxx Xxxxxx, XX 00000 |
| 2 |
