ALLONGE TO SERIES A CONVERTIBLE NOTE
ALLONGE
TO SERIES A CONVERTIBLE NOTE
This
Allonge (the “Allonge”), dated August 8, 2006, attached to and forming a part of
the Series A Convertible Note, dated February 15, 2006 (collectively, the
“Note”), made by NEW CENTURY COMPANIES, INC., a Delaware corporation (the
“Company”), payable to the order of MOTIVATED MINDS, LLC, an Arizona limited
liability company (the “Holder”), in the original principal amount of
$300,000.
1.
Paragraph 3 of the Note is hereby amended and restated in its entirety as
follows:
3.
Pre-Payments and Maturity Date. This Note shall be due and payable, including
all accrued Interest thereon, as follows: (i) $150,000 on August 16, 2006 and
(ii) $150,000 on October 16, 2006. Each of these dates is referred to as the
“Maturity Date.” At any time on or prior to the Maturity Date, the Company shall
have the right to prepay this Note, in whole or in part without penalty, on
ten
(10) days’ advance notice to Holder and subject to the right of Holder to
convert in advance of such prepayment date and provided that on such prepayment
date, the Company will pay in respect of the redeemed Note cash equal to the
face amount plus accrued Interest on the Note (or portion thereof) redeemed
at
that point. The Company will pay this Note to the extent of the proceeds of
the
next debt or equity financing that the Company closes after the Issue Date,
including but not limited to any financing arranged by Ascendiant Securities,
LLC.
2.
The
following is hereby added as subparagraph 4.3 to Paragraph 4, “Fees,” of
the
Note:
4.3
Extension Fees and Expenses. The Company will issue 45,000 restricted shares
of
its Common Stock to Holder as an extension fee for Holder to extend the original
maturity date of May 16, 2006 to the new Maturity Date set forth in this
Allonge. The Company shall also pay Source Capital Group, Inc. a fee of $3,000
and shall reimburse $500 of legal fees of Holder (payable to Xxxxxxx & Xxxxx
Xxxxxxx Xxxx LLP) in connection with the extension of the original maturity
date
on the date of this Allonge.
3.
The
term “Maturity Date” in Paragraph 23, “Definitions,” is amended and restated in
its entirety as follows:
The
“Maturity Date” means each of the dates set forth in Paragraph 3, “Pre-payments
and Maturity Date.”
4.
In all
other respects, the Note is confirmed, ratified, and approved and, as amended
by
this Allonge, shall continue in full force and effect.
IN
WITNESS WHEREOF, the Company and Holder have caused this Allonge to be executed
and delivered by their respective duly authorized officers as of the date and
year first above written.
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NEW
CENTURY COMPANIES, INC.
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/s/ Xxxxx
Xxxxxxxx
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By: Xxxxx Xxxxxxxx |
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| Its: President |
Accepted
and agreed to:
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MOTIVATED
MINDS, LLC
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/s/ Xxx
Xxxxxx
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By: Xxx Xxxxxx |
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| Its: President |
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