AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE
AMENDMENT
TO
SECURED
CONVERTIBLE PROMISSORY NOTE
THIS
AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE
(this
“Amendment”)
is
made and entered into this 25h
day of
February 2008, by and between CSI
BUSINESS FINANCE, INC.,
a Texas
corporation having
its principal place of business at 000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000 (the “Company”)
and
Nexus Nano Electronics, Inc., a Nevada corporation with its principal place
of
business at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000 (“Nexus
Nano”,
and
together with the Company, the “Parties”,
and
each, a “Party”).
RECITALS:
WHEREAS,
on
December 6, 2007, Nexus Nano issued to the Company a Secured Convertible
Promissory Note in the principal amount of $444,961 (the “Note”);
and
WHEREAS,
the
parties desire to amend the Note on the terms set forth herein
below.
AGREEMENT:
NOW,
THEREFORE,
in
consideration of the foregoing recitals, the mutual promises hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the Parties agree as follows:
1.
Paragraph 6(b) of the Note shall be deleted and replaced in its entirety with
the following:
“Adjustment
of Conversion Price upon Subdivision or Combination of Common Stock
.
If the
Company at any time on or after the Subscription Date subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of
its
outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company at any time on or after the Subscription
Date combines (by combination, reverse stock split or otherwise) one or more
classes of its outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior to such combination
will not be proportionately increased.”
2.
All
other provisions of the Note shall remain in full force and effect.
-1-
IN
WITNESS WHEREOF, the
Parties hereto have duly executed this Amendment as of the date first above
written.
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CSI
BUSINESS FINANCE, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxx
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Title:
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Chief
Executive Officer
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By:
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/s/
Xxx Xxxxxxx
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Name:
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Xxx
Xxxxxxx
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Title:
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President
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-2-
