AMENDMENT TO PROMISSORY NOTE
EXHIBIT
99.1
AMENDMENT
TO
This
Amendment is made on October 1, 2010 (the “Amendment”) by and
between Latteno Food Corp. (formerly, B&D Food Corp.), a Delaware
corporation (the “Company”), and Xxxx
Xxxxxxx (the “Purchaser”).
WHEREAS,
the Company and the Purchaser are parties to a Promissory Note dated May 2, 2008
(the “Note”);
WHEREAS, Note provides that the
principal amount of $1,000,000.00 plus accrued interest will mature and be due
and will be paid on May 1, 2010 (the “Maturity
Date”).
WHEREAS, the parties to that Note now
desire to amend and extend the Maturity Date until May 1, 2011;
WHEREAS, the Purchaser acknowledges
that the Company has paid to the Purchaser all accrued interest due to the
Purchaser up to and including October 1, 2010; and
WHEREAS, all capitalized terms not
hereinafter defined shall have the meaning ascribed to them in the
Note.
NOW,
THEREFORE, in consideration of the mutual promises herein contained and
intending to be legally bound, the parties hereby amend the Note and do mutually
agree as follows:
1. The
first paragraph of the Note shall be amended as follows:
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a.
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FOR
VALUE RECEIVED, B&D Food Corporation a Delaware corporation, (the
“Maker”), promises to pay Xxxx Xxxxxxx or his assigns (the “Holder”) the
principal sum of $1,000,000, together with interest on the unpaid
principal balance of this Note from time to time outstanding at the rate
of 8% per year, compounded annually, until paid in full. Interest on this
Note shall be paid computed on the basis of a year of 365 days for the
actual number of days elapsed. All payments by the Maker under this Note
shall be in immediately available funds. Subject to the repayment
provisions set forth herein, all principal and accrued interest shall be
due and payable on May 1, 2011. This Note shall be convertible at any
time, at the discretion of the Holder, into shares of Maker’s common stock
at a price of $1.00 per share (the “Conversion
Price”).
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2. All
other terms and conditions of the original Agreement shall remain in full force
and effect.
[-REMAINDER
OF PAGE LEFT BLANK-]
IN
WITNESS WHEREOF, the parties have executed and delivered this Amendment on the
day and year first above written.
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COMPANY
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By:
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/s/ Xxxxxx Xxxxxx | |
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Name:
Xxxxxx Xxxxxx
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Title: Chief Executive
Officer
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PURCHASER
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By:
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/s/ Xxxx Xxxxxxx | |
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Name:
Xxxx
Xxxxxxx
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[SIGNATURE
PAGE TO AMENDMENT TO PROMISSORY NOTE]
