AMENDMENT NO 2 TO 3% CONVERTIBLE PROMISSORY NOTE
Exhibit 4.5
AMENDMENT NO 2 TO 3% CONVERTIBLE PROMISSORY NOTE
This Amendment No. 2 to 3% Convertible Note (the “Amendment”) effective September 2, 2013, by and among Liberator, Inc. (formerly known as Remark Enterprises, Inc., a Nevada corporation), a Florida corporation (the “Borrower”) and Hope Capital Inc., a New York corporation (the “Lender”) amends that certain 3% Promissory Note due September 2, 2012, as amended on September 2, 2012, in the principal amount of $250,000 by and between the Borrower and Lender (the “Note”).
WHEREAS, on September 2, 2009, the Borrower issued to the Lender the Note (Note No.: 1.02); and on September 2, 2012 the Company and Borrower amended the Note (the “Amendment No. 1”) (the Note and Amendment No. 1 collectively referred to herein as, the “Note”);
WHEREAS, the Note is convertible into securities of the Borrower; and
WHEREAS, the “Maturity Date” as defined under the Note is September 2, 2013; and
WHEREAS, the Borrower desires to retain its current working capital and to extend the Maturity Date; and
WHEREAS, the parties desire to amend the “Conversion Price” as defined under the Note;
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency which is hereby acknowledged, the parties agree as follows:
| 1. | Amendment to Maturity Date. The Maturity Date, as defined under the Note, shall be September 2, 2014. |
| 2. | Amendment to Conversion Price. The Conversion Price, as defined under the Note, shall be $0.055. |
| 3. | Capitalized Terms. All capitalized terms which have not been defined shall have the meaning contained in the Note. |
| 4. | Ratification of the Note. In all other respects, the Note is ratified and confirmed. |
IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment to the Note, effective as of the date first written above.
| BORROWER | LENDER |
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HOPE CAPITAL INC. |
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | /s/ ▇▇▇▇ ▇▇▇▇▇▇ |
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer | ▇▇▇▇ ▇▇▇▇▇▇, President |