AMENDMENT NO. 1 TO LOAN AGREEMENT

The following is a statement of the rights of Lender and the conditions to which this Note is subject, and to which Lender, by the acceptance of this Note, agrees:

1.           Payment.  Payment of principal and interest on this “Grid” Demand Promissory Note (this "Note") shall in all events be due and payable in full on that date that is 10 days following the date Lender delivers written demand therefor to Borrower.  Upon receipt of any such demand, Borrower shall pay the entire balance of this Note to Lender on the expiration of said ten (10) day period.  Payment of principal and interest on this Note shall be made at the address of Lender set forth above.  If so indicated in such demand notice, payment shall be made in immediately available funds by wire transfer to a bank account of Lender designated by Lender.  Returned checks shall in no event be deemed to be payments hereunder.

2.           Grid Schedule.  Upon due execution by both Lender and Borrower authorizing each and every Advance/Loan hereunder, Lender is hereby authorized to record on the grid schedule (the "Grid Schedule") attached hereto as Exhibit "A" and incorporated herein, appropriate notations evidencing the date and amount of each Advance/Loan.  Each payment in connection therewith shall be placed on the Grid Schedule as well; provided, however, that the failure of Lender to make any such entry shall not limit or otherwise affect the obligations of Borrower under this Note, including without limitation, to repay any unpaid principal or interest, or the right of Lender to enforce the terms of this Note against Borrower. The aggregate unpaid amount as set forth from time to time in the Grid Schedule, or any continuation thereof, shall be rebuttable presumptive evidence of the unpaid principal amount of this Note.

3.           Interest.  Interest shall be charged and payable on the unpaid principal balance of this Note outstanding from time to time at the rate of five percent (5%) per annum.  If demand for payment is made and if such entire principal balance is not paid in full on the date due, interest shall then be due and payable from such due date at the rate of twelve percent (12%) per annum on the outstanding principal balance hereunder until all principal and accrued and unpaid interest is paid in full.

 

 

4.           Collateral.  This Note grants Lender all of the rights contained in that Amendment No. 1 to that certain Loan Agreement of even date herewith (the “Amended Loan Agreement”) with all rights contained therein, including Loan Agreement dated February 11, 2014 (the “Loan Agreement”).  If there is a conflict between the Amended Loan Agreement and this Note, the terms of the Amended Loan Agreement shall govern.  At any time that Borrower is in default under this Note, without limiting or waiving any other rights or remedies, Lender shall have the right to enforce the rights to both the Pledge Agreement and the Collateral Assignment as described in the Loan Agreement.

5.           Prepayment.  This Note may be prepaid at any time, in whole or in part, without premium or penalty.  All payments hereon shall be applied first to the payment of accrued interest, with the balance applied to principal.

6.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.

7.           Waivers.  Borrower and all endorsers of this Note hereby waive demand, presentment, notice of non-payment, dishonor and protest.

8.           Attorneys' Fees.  In case suit shall be brought for the collection hereof, or if it is necessary to place the same in the hands of an attorney for collection, Borrower and all endorsers of the Note agree to pay reasonable attorneys' fees incurred in connection with such collection, including but not limited to all fees and costs incident to any appellate, post-judgment and bankruptcy proceedings that may result, whether Lender hereof is obligated therefore or not.

9.           Amendment.  This Note may not be amended or modified, nor shall any waiver of any provisions hereof be effective, except by an instrument in writing executed by Lender.  Failure or delay by Lender in exercising, or a single or partial exercise of, any power or right hereunder shall not operate as a waiver thereof or of any other power or right or preclude any other or future exercise of that or any other power or right.  A waiver or any power or right hereunder shall be in writing, shall be limited to the specific instance and shall not be deemed a waiver of such power or right in the future or a wavier of any other power or right.

10.           No Set-off.  Neither this Note nor any obligations or liabilities of Borrower hereunder shall be subject to set-off, defense or reduction against Lender for any reason whatsoever other than prior repayment in accordance with the terms of this Note, and Borrower hereby waives and releases any right at law, or in equity, to assert any such set-off, defense or reduction.

11.           WAIVER OF JURY TRIAL. BORROWER, BY EXECUTION HEREOF, AND LENDER, BY ACCEPTANCE HEREOF, MUTUALLY AND WILLINGLY WAIVE THE RIGHT OF A TRIAL BY JURY OF ANY AND ALL CLAIMS MADE BETWEEN THEM WHETHER NOW EXISTING OR ARISING IN THE FUTURE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS, THIRD PARTY CLAIMS AND INTERVENOR'S CLAIMS WHETHER ARISING FROM OR RELATED TO THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THE TRANSACTIONS TO WHICH THIS NOTE RELATES.

[SIGNATURE PAGE TO FOLLOW]

 

IN WITNESS WHEREOF, Borrower has caused this Note to be issued this 16th day of April 2014.

BOMBO SPORTS & ENTERTAINMENT, LLC,

a New York limited liability company

/s/ Robert S. Potter

Robert S. Potter, Manager

Date of Advance or Payment	Amount	Balance of Principal Outstanding	Balance of Available Credit	Signature of Lender and Borrower
______	$______	$________	$__________