EXHIBIT 10.4
AMENDMENT
TO
CONVERTIBLE PROMISSORY NOTE
THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this "Amendment") is made
and entered into as of February 2, 2012 by and among BARON ENERGY, INC., (the
"Maker") and the undersigned holder of the Maker's convertible promissory note
(together with his/its heirs, successors and assigns, "Payee").
RECITALS:
WHEREAS, the Maker and the Payee desire to revise that certain Convertible
Promissory Note dated February 2, 2012 entered into by and between the Maker and
the Payee (the "Note").
NOW, THEREFORE, in consideration of the foregoing and the mutual benefits
to be derived from this Amendment, the parties hereto hereby agree as follows:
1. Amendment of the Note. Pursuant to Section 10 of the Note:
(a) Section 13(a) of the Note shall be deleted in its entirety and
replaced with the following:
"CONVERSION PRICE" SHALL MEAN THE HIGHER OF: (I) EIGHTY PERCENT (80%)
OF THE MARKET PRICE; AND (II) $0.005.
(b) Section 13(b) of the Note shall be deleted in its entirety and
replaced with the following:
"DEFAULT CONVERSION PRICE" SHALL MEAN THE HIGHER OF: (I) SEVENTY-FIVE
PERCENT (75%) OF THE MARKET PRICE; AND (II) $0.004.
2. Continued Effect of the Note. All provisions of the Note, except as
modified by this Amendment, shall remain in full force and effect and are
reaffirmed. Other than as stated in this Amendment, this Amendment shall not
operate as a waiver of any condition or obligation imposed on the parties under
the Note.
3. Interpretation of Amendment. In the event of any conflict,
inconsistency, or incongruity between any provision of this Amendment and any
provision of the Note, the provisions of this Amendment shall govern and
control.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same agreement. A facsimile or e-mailed
".pdf" data file copy of an original written signature shall be deemed to have
the same effect as an original written signature.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
MAKER PAYEE
BARON ENERGY, INC. Name: Siesta Fiesta Holdings, LLC
By: /s/ Xxxxxx X. Xxxxxxxxxx Sign: /s/ Xxxxx X. Xxxxxxxx
------------------------------ ----------------------------------
Xxxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxx
Chief Executive Officer ----------------------------------
(print name of individual
signing on behalf of entity Payee)
Title: Manager/Member
----------------------------------
(title of individual
signing on behalf of entity Payee)
