Agreement to Amendment the Conversion Terms of the $500,000 15% Convertible Promissory Note Due June 18, 2007
Agreement
to Amendment the Conversion Terms of the
$500,000
15% Convertible Promissory Note Due June 18, 2007
Agreement
by and between Smart Energy Solutions, Inc., a Nevada corporation (“Maker”), and
Ever Green Fields Enterprises, Ltd. (“Lender”).
WHEREAS,
on or about June 18, 2006 Maker executed and delivered to Lender a 15%
Convertible Promissory Note, in the principal amount of $500,000, with an
initial maturity date of June 18, 2007 which has since been extended to June
18,
2008 (the “Note”); and
WHEREAS,
Maker and Lender wish to amend certain provisions of the Note, relating to
the
rate at which all or part of the outstanding principal and accrued and unpaid
interest pursuant to the Note may be converted into shares of Maker’s common
stock, $0.001 par value (the “Common Stock”), and the time of such
conversion.
NOW,
THEREFORE, subject to the terms and conditions of this Agreement and for good
and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
1. The
Conversion Price, as used in the Note, shall mean 60% of the average closing
price of the Common Stock as quoted on the over-the-counter market under the
symbol “SMGY” for 15 consecutive trading days prior to the closing (the
“Closing”) of the offering (the “Offering”) contemplated by the Placement Agent
Agreement, dated April 3, 2008, between Maker and EKN Financial Services, Inc.,
and warrants (“Warrants”) to purchase an additional amount of Common Stock equal
to 25% of the aggregate number
of
shares of Common Stock issuable upon conversion of the Note, which warrants
shall be exercisable, for a period of five (5) years from the closing, at an
exercise price per share equal to 100% of the purchase price of the Common
Stock
sold in the Offering.
2. The
entire outstanding principal and all accrued and unpaid interest pursuant to
the
Note shall be converted into shares of Maker’s Common Stock and
Warrants on
the
date of the Closing.
IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
have executed this Agreement, which may be executed in counterparts, as of
the
28th day of April, 2008.
| EVER GREEN FIELDS ENTERPRISES, LTD. | |
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Chief
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Title:
Signatory
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