AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURED CONVERTIBLE DEBENTURE NO. MEP-2

 

 

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURED CONVERTIBLE DEBENTURE NO. MEP-2 (this “Amendment”), is entered into by and between TECH LABORATORIES, INC. a New Jersey corporation (the “Company”), and the undersigned Buyer (the “Buyer”).

 

 

A. The Company hereto previously issued to the Buyer that certain Amended and Restated Secured Convertible Debenture No. MEP-2 dated December 28, 2005 (the "Debenture").

 

B. The parties to the Debenture now desire to amend certain provisions set forth in the Agreement as more fully described herein.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:

 

1. AMENDMENT OF SECTION 3(c)(i) “Conversion Price”. Section 3 (c)(i) of the Debenture is hereby amended and replaced in its entirety with the following:

 

“(i) The Holder shall be entitled to convert, at its sole option, at any time a portion or all amounts of principal and interest due and outstanding under this Debenture into shares of the Obligor’s Common Stock at the lesser of (i) $0.04 (the “Fixed Conversion Price”) or (ii) eighty percent (80%) of the lowest Closing Bid Price of the Common Stock during the ten (10) Trading Days immediately preceding the Conversion Date as quoted by Bloomberg, LP (the “Market Conversion Price”). The Fixed Conversion Price and the Market Conversion Price are collectively referred to as the “Conversion Price”. The Conversion Price may be adjusted pursuant to the other terms of this Debenture.”

 

2. EFFECT ON OTHER TERMS. This Amendment shall be deemed effective as of May 31, 2007. All other terms set forth in the Debenture shall remain unchanged and this Amendment, and the Debenture shall be deemed a single integrated agreement for all purposes.

 

IN WITNESS WHEREOF, the parties have caused this Amendment to the Debenture to be duly executed as of day and year first above written.

 

	COMPANY: TECH LABORATORIES, INC.
	By:	/s/ John King
		Name: John King Title:  Chief Executive Officer and Chief Financial Officer

 

	BUYER: MONTGOMERY EQUITY PARTNERS, LTD.
	By:	Yorkville Advisors, LLC
	Its:	General Partner

 

	By:	/s/  Mark Angelo
		Name: Mark Angelo Title: President and Portfolio Manager