INNOFONE.COM, INC. Olney, MD 20832
XXXXXXXX.XXX,
INC.
0000
Xxxxx-Xxxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx,
XX 00000
|
September
24, 2007
|
AJW
Partners, LLC
New
Millennium Capital Partners II, LLC
AJW
Offshore, Ltd.
AJW
Qualified Partners, LLC
0000
Xxxxxxxx Xxxxxxxxx
Xxxxx
000
Xxxxxx,
Xxx Xxxx 00000
| Re: |
Xxxxxxxx.xxx,
Inc. (the “Company”) –
|
|
Amendment
of Notes
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Ladies
and Gentlemen:
This
letter sets forth the agreement of the parties hereto to amend the conversion
price of all the notes originally issued by the Company to the investors listed
in the signature pages hereto (collectively, the “Investors”)(the
“Notes”).
By
execution hereof, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree
that:
|
1.
|
The
Applicable Percentage (as defined in each of the Debt Instruments)
shall
be 50.0%.
|
|
2.
|
The
Notes are hereby amended in accordance with the foregoing
provision. All
other provisions of the Notes, as amended from time to time, shall
remain
in full force and effect.
|
In
addition, as consideration for entering into this letter agreement, the
Investors agree to waive any and all penalties that are now due and owing to
the
Investors. In addition, the Investors agree that the Company is not in Default
under the terms of the Notes.
The
parties shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent an accomplish the
purposes of this letter agreement, including without limitation the issuance
of
amended Notes.
Please
signify your agreement with the foregoing by signing a copy of this letter
where
indicated and returning it to the undersigned.
|
Sincerely,
|
|
XXXXXXXX.XXX,
INC.
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|
Xxxx
Xxxxxxxx
|
|
Chief
Executive Officer
|
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AJW
PARTNERS, LLC.
|
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By:
SMS GROUP, LLC
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Xxxxx
X. Xxxxxxxx, Manager
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NEW MILLENNIUM CAPITAL PARTNERS II, LLC
|
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By:
FIRST STREET MANAGER II, LLC,
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Xxxxx
X. Xxxxxxxx, Manager
|
|
AJW
OFFSHORE, LTD.
|
|
By:
FIRST STREET MANAGER II, LLC
|
|
Xxxxx
X. Xxxxxxxx, Manager
|
|
AJW
QUALIFIED PARTNERS, LLC
|
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By:
AJW MANAGER, LLC
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Xxxxx
X. Xxxxxxxx, Manager
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