AMENDMENT NO 2 TO 3% CONVERTIBLE PROMISSORY NOTE
Exhibit 4.5
AMENDMENT NO 2 TO 3% CONVERTIBLE PROMISSORY NOTE
This Amendment No. 2 to 3% Convertible Note (the “Amendment”) effective September 2, 2013, by and among Liberator, Inc. (formerly known as Remark Enterprises, Inc., a Nevada corporation), a Florida corporation (the “Borrower”) and Hope Capital Inc., a New York corporation (the “Lender”) amends that certain 3% Promissory Note due September 2, 2012, as amended on September 2, 2012, in the principal amount of $250,000 by and between the Borrower and Lender (the “Note”).
WHEREAS, the Note is convertible into securities of the Borrower; and
WHEREAS, the “Maturity Date” as defined under the Note is September 2, 2013; and
WHEREAS, the parties desire to amend the “Conversion Price” as defined under the Note;
1. | Amendment to Maturity Date. The Maturity Date, as defined under the Note, shall be September 2, 2014. |
2. | Amendment to Conversion Price. The Conversion Price, as defined under the Note, shall be $0.055. |
3. | Capitalized Terms. All capitalized terms which have not been defined shall have the meaning contained in the Note. |
4. | Ratification of the Note. In all other respects, the Note is ratified and confirmed. |
BORROWER | LENDER |
|
HOPE CAPITAL INC. |
/s/ Xxxxx X. Xxxxxxxx | /s/ Xxxx Xxxxxx |
Xxxxx X. Xxxxxxxx, Chief Executive Officer | Xxxx Xxxxxx, President |