Amendment Agreement to Convertible Notes between FemOne, Inc. and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, and New Millennium Capital Partners II, LLC

Contract Categories: Business Finance › Modification Agreements
Summary

FemOne, Inc. and several investor entities have agreed to amend the terms of previously issued convertible notes. The main change is to set the conversion price of the notes to the lower of $0.40 or the variable conversion price defined in the notes, and to set the applicable percentage to 40%. All other terms of the original notes and purchase agreements remain unchanged. The parties agree to take any further actions needed to implement this amendment.

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EX-10.1 2 femone_8k-ex1001.htm AMENDMENT OF NOTES Amendment of Notes
EXHIBIT 10.1

FEMONE, INC.
1905 Aston Drive, Suite 101
Carlsbad, CA 92008


March 23, 2006


AJW Partners, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
New Millennium Capital Partners II, LLC
1044 Northern Boulevard
Suite 302
Roslyn, New York 11576

Re:    FemOne, Inc. (the “Company”) -Amendment of Notes

Ladies and Gentlemen:

This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes which are convertible into shares of the Company’s Common Stock, par value $.001 per share, originally issued by the Company to the investors listed in the signature page hereto (collectively, the “Investors”) pursuant to all Securities Purchase Agreements (the “Purchase Agreements”), ever entered into by and among the Company and the Investors (collectively, 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 Conversion Price (as defined in the Notes) of each of the Notes is hereby amended to be equal to the lesser of (i) $.40 and (ii) the Variable Conversion Price (as defined in the Notes), provided that the meaning of the term Applicable Percentage in each of the Notes is hereby amended to be 40%.
 
 
2.
All other provisions of the Notes and Purchase Agreement shall remain in full force and effect.
 
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 and accomplish the purposes of this letter agreement, including without limitation the issuance of amended Notes.

[Signature Page Follows]


 
 
 

Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned.


            Sincerely,

            FEMONE, INC.

 
            /s/ Ray W. Grimm, Jr.        
            By: Ray W. Grimm, Jr.
            Title: Chief Executive Officer

ACCEPTED AND AGREED:

AJW PARTNERS, LLC
By: SMS GROUP, LLC


/s/ Corey S. Ribotsky,
Corey S. Ribotsky, Manager


NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,


/s/ Corey S. Ribotsky,
Corey S. Ribotsky, Manager


AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC


/s/ Corey S. Ribotsky,
Corey S. Ribotsky, Manager


AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC


/s/ Corey S. Ribotsky,
Corey S. Ribotsky, Manager