Amendment to Secured Promissory note and Securities Purchase, Loan and Security Agreement
Amendment
to Secured Promissory note and
Securities
Purchase, Loan and Security Agreement
This
Amendment to Secured Promissory
Note and Securities Purchase, Loan and Security Agreement (this “Amendment”) is made and
entered into as of February 17, 2009 by and among Java Detour, Inc., a Delaware
corporation (the “Company”), and Clydesdale Partners, LLC
(“Clydesdale”), Java Finance, LLC (“Java”) and Westfield Wealth Management,
Ltd. (“Westfield” and collectively, the “Holders” or the “Secured
Parties”).
WHEREAS, the Company has
entered into an agreement with the Secured Parties under certain Securities
Purchase, Loan and Security Agreements, dated May 19, 2008 (collectively “Security Agreements”), and
entered into an agreement with the Holders under certain Secured Promissory
Notes, dated May 19, 2008 and July 11, 2008 (“Promissory Notes”), and issued
Promissory Notes to the Holders
WHEREAS, the Company and the
Secured Parties wish to amend certain provisions in the Security Agreements, as
set forth herein.
WHEREAS, the the the Company
and the Holders wish to amend certain provisions in the Promissory Notes, as set
forth herein.
NOW, THEREFORE, in
consideration of the premises and of the mutual promises, covenants,
representations and warranties made herein, the the Company, the Secured Parties
and the Holders intending to be legally bound, hereby agree as
follows:
1. Definitions. Unless
otherwise defined herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them under the Secured Agreements and the Promissory
Notes.
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2.
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Amendments
To Promissory Notes
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2.1. Due
Date
The
defined term “Due Date” shall be amended to May 17, 2009.
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3.
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Amendments
To Security Agreements
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3.1. Due
Date
The
following sentence in Section 1:
“All
principal and accrued interest on the Notes shall be payable on January 15,
2009”
shall be
replaced with the following sentence:
“All
principal and accrued interest on the Notes shall be payable on the Due Date (as
defined in the Note)”
3.2 Remedies
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(a)
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The
following Section 12(e) shall be added to the Security
Agreement:
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“(e) Upon
the occurrence of an Event of Default under subsection 4(a) of the Notes, the
Company shall enter into a contract to sell the Collateral within 60 days of the
date of the Event of Default. All proceeds received by the Company in
respect of any sale of the Collateral (“Proceeds”) shall be used to pay the
principal and accrued interest on the Notes. The Company shall retain
any Proceeds that exceed the principal and accrued interest on the
Notes
If the
Company does not enter into a contract to sell the Collateral within 60 days
after the occurrence of an Event of Default under subsection 4(a) of the Notes,
the Company shall give title to the Collateral to the Holders of the
Notes”
4. Additional
Consideration. The Company shall pay $33,333.33 to each of the Holders on
or before March 3, 2009. Such funds shall be wired to the client
trust account of Xxxxxxxxxx & Xxxxx, LLP as listed on Schedule A (the
“Trust Account”). Additionally, the Company shall issue to Java and Westfield
five-year warrants to each purchase 250,000 shares of the Company’s common stock
at an exercise price of $0.50 with a cashless exercise provision substantially
in the form attached hereto as Exhibit
A.
5. Legal
Fees. The Company has agreed to pay the legal fees of the
Holders’ counsel in the amount of $3,396.25 in connection with this transaction
on the date hereof via the Trust Account.
6. Survival of
Provisions. Except as specifically amended above, the
Promissory Notes and Security Agreements are hereby ratified, confirmed, and
acknowledged and shall remain in full force and effect.
7. Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original instrument and all of which together shall constitute a
single agreement. The exchange of a fully executed Amendment (in
counterparts or otherwise) by facsimile or by electronic delivery in .pdf format
shall be sufficient to bind the Company, the Holders and the Secured Parties to
the terms and conditions of this Amendment, as an original.
* * *
IN
WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as
of the date first written above.
COMPANY
JAVA DETOUR, INC.
By: _/s/ Java
Detour___________________
“HOLDERS”:
_/s/
Clydesdale Partners, LLC______________ _/s/ Java
Finance , LLC________
CLYDESDALE PARTNERS,
LLC JAVA
FINANCE, LLC
_/s/
Westfield Wealth
Management, Ltd_______
WESTFIELD
WEALTH MANAGEMENT, LTD
