AMENDMENT TO LOAN NOTE INSTRUMENT
AMENDMENT
TO LOAN NOTE INSTRUMENT
THIS
AMENDMENT effective and dated as of 30/7/2008 (the "Amendment"), to that
certain
LOAN NOTE INSTRUMENT (the "Instrument"), dated as of April 4, 2008 by GREEN
SCREEN INTERACTIVE SOFTWARE, INC. (f/k/a GREEN SCREEN INTERACTIVE SOFTWARE,
LLC)
a Delaware corporation ("Green Screen").
WHEREAS,
Green Screen entered into a sale and purchase agreement with Xxxxx Xxxxx
and Xxx
Xxxxxxx (the "Shareholders") on April 4, 2008, under which Green Screen
purchased from the Shareholders the entire issued share capital of Zoo Digital
Publishing Limited (the "Agreement);
WHEREAS,
under the terms of the Agreement, Green Screen agreed to issue and allot
to the
Shareholders as part of the consideration payable under the Agreement loan
notes
in the principal sum of $2,500,000 and the loan notes constituted by the
Instrument were issued by Green Screen to the Shareholders to satisfy this
obligation;
WHEREAS,
the Parties desire to amend the Instrument in the manner described
below,
NOW,
THEREFORE, in consideration of the mutual promises herein made, in consideration
of the representations herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
Parties, intending to be legally bound, hereby agree as follows:.
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1.
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Capitalized
terms used in this Amendment which are not otherwise defined shall
have
the same meaning as set forth in the
Instrument.
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2.
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That
Certificate issued by Green Screen to Xxx Xxxxxxx on April 4, 2008
in
respect of Notes for the original principal amount of $1,250,000
has been
delivered to Green Screen by Xxx Xxxxxxx for cancellation, and
such Notes
are hereby redeemed in full and such Certificate is hereby cancelled,
and
Green Screen shall simultaneously with the execution of this Amendment
deliver to Xxx Xxxxxxx a certificate for 117,370 shares of common
stock of
Green Screen valued at a price of $10.65 per share. Green Screen
represents that such shares are duly authorized, validly issued,
fully
paid and nonassessable.
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3.
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That
Certificate issued by Green Screen to Xxxxx Xxxxx on April 4, 2008
in
respect of Notes for the original principal amount of $1,250,000
has been
delivered to Green Screen by Xxxxx Xxxxx for partial redemption
of such
Notes and enfacement of a memorandum for $500,000 in principal
of Notes
which shall be payable by December 31, 2008 and Green Screen shall
simultaneously with the execution of this Amendment deliver to
Xxxxx Xxxxx
a certificate for 70,422 shares of common stock of Green Screen
valued at
a price of $10.65 per share. Green Screen represents that such
shares are
duly authorized, validly issued, fully paid and
nonassessable.
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4.
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Clause
5.1 of the Instrument shall be deemed to be deleted and replaced
with the
following wording:
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“Subject
to Clause 4, Clause 5.2 and the other provisions of this Deed and
Clause 9
of the Share Sale Agreement, the Notes shall be redeemed at par
in the
principal amount of $500,000 on December 31, 2008 (the “Maturity
Date”).”
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5.
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The
Parties intend that the cancellation of the Certificates and redemption
of
the Notes and enforcement of a memorandum and the delivery of certificates
for common stock referred to in paragraphs 2 and 3 above shall
be treated
as a “conversion” for the purposes of Section 132 of the Taxation of
Chargeable Gains Act 1992.
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6.
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Except
as expressly amended by this Amendment, the terms of the Instrument
remain
in full force and effect. In the event of any conflict between
the terms
of the Instrument and this Amendment the term of this Amendment
shall
control.
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7.
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This
Amendment may be executed in any number of counterparts with the
same
effect as if all Parties hereto had signed the same document. All
counterparts shall be construed together and shall constitute one
agreement. This Amendment and any signed agreement or instrument
entered
into in connection with this Agreement or contemplated hereby,
and any
amendments hereto or thereto, to the extent signed and delivered
by means
of a facsimile machine or other electronic means, shall be treated
in all
manner and respects as an original agreement or instrument and
shall be
considered to have the same binding legal effect as if it were
the
original signed version thereof delivered in person. At the request
of any
party hereto or to any such agreement or Instrument, each other
party
hereto or thereto shall re-execute original forms thereof and deliver
them
to all other Parties. No party to any such agreement or instrument
shall
raise the use of a facsimile machine or other electronic means
to deliver
a signature or the fact that any signature or agreement or instrument
was
transmitted or communicated through the use of a facsimile machine
or the
internet as a defense to the formation of a contract and each such
party
forever waives any such defense.
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[Signature
Page Follows]
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IN
WITNESS WHEREOF, the Parties hereto have executed and delivered as a deed
this
Amendment to the Instrument as of the date first above written.
Executed
and delivered as a deed by
GREEN
SCREEN INTERACTIVE SOFTWARE, INC
acting
by
/s/
Xxxx
Xxxxxxx, President
Executed
and delivered as a deed by
XXXXX
XXXXX /s/ Xxxxx Xxxxx
in
the
presence of
/s/
Xxxxxxx Xxxxxx
Executed
and delivered as a deed by
XXX
XXXXXXX /s/ Xxx Xxxxxxx
in
the
presence of
/s/
Xxxxxx Xxxx
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