AMENDMENT TO THIRD AMENDED AND RESTATED 4% CONVERTIBLE NOTE
Exhibit
4.5g
AMENDMENT
TO
THIRD
AMENDED AND RESTATED
AMENDMENT
TO THIRD AMENDED AND RESTATED 4% CONVERTIBLE NOTE, is dated as of April 21,
2008; made by and between Delta Mutual, Inc., a Delaware corporation, with
its
principal offices located at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
(the “Borrower”) and T&T Vermoegensverwaltungs AG, as lawful transferee,
with the mailing address of Alte Xxxxxxxxxxx Xx. 000, Xxxxxxx 0000, Xxxxxxxxxxx
(the “Holder”). Capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to such term in the Original Note.
WHEREAS,
the Borrower and the Holder are parties to that certain Third Amended and
Restated 4% Convertible Note, dated May 12, 2004, as
amended
(the
“Original Note”), pursuant to which the Borrower has borrowed the amount of
$100,000 from the Holder;
WHEREAS,
the Original Note provides that the Conversion Price shall be equal to $0.125
per share; and
WHEREAS,
the Borrower and the Holder have agreed to amend the Conversion Price and to
amend Section 8.1 of the Original Note in order to reduce the Conversion Price;
and
WHEREAS,
in accordance with the terms and conditions of the Original Note, the Borrower
and the Holder hereby approve the amendment of the Original Note as set forth
herein.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants contained
herein, the parties agree as follows:
0.Xx
their respective execution of this AMENDMENT, the Borrower and the Holder
agree
that the last sentence of Section 8.1 the Original Note is hereby amended
to
read in its entirety as follows: “The ‘Conversion
Price’
shall
be equal to $0.07 per share (subject to adjustments for stock splits,
combinations and other similar transactions).”
2.Except
as
expressly provided herein, the Original Note shall continue in full force
and
effect.
3.This
AMENDMENT may be executed by facsimile and in counterparts, which, taken
together, shall be deemed an original and shall constitute a single
AMENDMENT.
0.XX
WITNESS WHEREOF, the Borrower and the Holder have caused this AMENDMENT to
be
executed as of the date first written above.
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DELTA
MUTUAL, INC.
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T&T
VERMOEGENSVERWALTUNGS AG
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(BORROWER)
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(HOLDER)
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By:
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/s/
Xxxxx X. Xxxxx
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By:
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/s/
Ivano Angelastri
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Xxxxx
X. Xxxxx
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Xxxxx
Xxxxxxxxxx
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President
& CEO
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Managing
Director
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