AmendmentNo. 1 to Promissory Note

EX-10.1 2 v181725_ex10-1.htm Unassociated Document

Amendment No. 1 to Promissory Note

THIS AMENDMENT is made this 22 day of March, 2010, by and between Trinad Capital Master Fund, Ltd. ("Trinad") and Lateral Media, Inc. (the "Company").

WHEREAS, the Company entered into that certain letter agreement with Trinad dated December 29, 2009 (the "Promissory Note"), in connection with a note from Trinad to the Company of up to a principal amount of $500,000 (the "Loan"); and

WHEREAS, the Company has requested that Trinad increase the principal amount of the Loan, and Trinad has agreed to do so, and the parties agree to enter into this amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Loan Agreement as follows:

Increase in Principal Amount of the Loan. The Loan Agreement is hereby amended to (i) increase the principal amount of the Loan to up to $500,000 and (ii) the entire outstanding principal amount of the Loan and any accrued interest thereon shall be due and payable by December 31, 2010.

Ratification. Except as herein amended, all of the terms and conditions of the Loan Agreement are hereby ratified and confirmed, and shall remain in full force and effect.

Acknowledged and agreed to:

Lateral Media, Inc.

By:	/s/ Charles Bentz
	Name: Charles Bentz
	Title: Chief Financial Officer

Trinad Capital Master Fund, Ltd.

By:	/s/ Robert Ellin
	Name: Robert Ellin
	Title: Director