AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
AMENDMENT
TO CONVERTIBLE
PROMISSORY
NOTE
THIS
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”),
effective as of September 1, 2009 (the “Effective
Date”),
is entered into by and between CONO ITALIANO, INC., a corporation formed under
the laws of the State of Nevada (“Payor”)
and M.E.G.K. GROUP LLC (“Holder”).
WHEREAS Payor and Holder entered
into that certain convertible promissory note dated December 28, 2007 in the
principal amount of $200,000.00 (the “Convertible Promissory
Note”), pursuant to which
Holder has automatic
and optional conversion rights under Section 3;
WHEREAS
Section 3(a) of the Convertible Promissory Note provides for automatic
conversion of all amounts of principal unpaid to be automatically converted into
shares of common stock of the Payor upon occurrence of a Change in Control (as
defined therein);
WHEREAS
Section 3(b) of the Convertible Promissory Note provides for optional conversion
of all or
any portion of the principal amount due and owing into shares of common
stock of the Payor;
WHEREAS
Payor and Holder intended at the time of the Convertible Promissory Note to
limit the Holder upon any conversion to holding in excess 9.99% of the total
issued and outstanding shares of common stock of Payor;
WHEREAS,
the parties desire to amend the Convertible Promissory Note as set forth
below.
NOW
THEREFORE that for and in consideration of the mutual premises and the mutual
covenants and agreements contained herein, the parties covenant and agree each
with the other as follows:
AGREEMENT
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1.
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Section
3(a) of the Convertible Promissory Note shall be deleted in its
entirety.
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1
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2.
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Section
3(b) of the Convertible Promissory Note shall read as
follows:
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“All
or any portion of the principal amount due and owing under this Note may be
converted at the option of Holder into fully paid and non-assessable shares of
Stock of the Payor at any time prior to the Maturity Date upon three (3) days
written notice; provided, however, that no such conversion shall result in the
Payor holding in excess 9.99% of the total issued and outstanding shares of
common stock of Payor at any time.”
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3.
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All
of the provisions of the Convertible Promissory Note remain valid and
binding upon the
parties.
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IN WITNESS WHEREOF the parties hereto have set
their hand and seal as of the day and year first above written.
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CONO
ITALIANO INC.
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Date:
October 22, 2009
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By:
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M.E.G.K
GROUP LLC
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Date:
October 22, 2009
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By:
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