AMENDMENT AGREEMENT TO CONVERTIBLE PROMISSORY NOTES DATED MARCH 8, 2011 AND MAY 31, 2011

EX-10.5 8 v234576_ex10-5.htm EXHIBIT 10.5

AMENDMENT AGREEMENT TO

CONVERTIBLE PROMISSORY NOTES DATED MARCH 8, 2011 AND MAY 31, 2011

THIS AMENDMENT AGREEMENT (this “Amendment”), dated as of this 25 day of August, 2011, is made by and between the Assignees signatory hereto (the “Assignee”) and YesDTC Holdings Inc., a Delaware corporation (the “Company”).

WITNESSETH:

WHEREAS, the Company issued convertible promissory notes, dated as of March 8, 2011 made by the Company in the original principal amount of $37,500 and on May 31, 2011, made by the Company in the original principal amount of $40,000. Assignee has purchased these convertible promissory notes.

WHEREAS, the Assignee and the Company have each separately determined that it is in the parties’ collective best interests to amend the Note Agreements pursuant to the terms of this Amendment.

NOW, THEREFORE, for consideration of an additional capital injection into the Company of $100,000 at terms specified in a separate subscription agreement and in consideration of the premises and the mutual covenants and agreements herein contained, the Assignee and the Company do hereby agree as follows:

The Company and Assignee agree to modify the conversion price of the Notes to the lower of that outlined within the notes, or $0.002 (Two-Tens of One Cent).

The Company represents and warrants to the Assignee that all action on the part of the Company necessary for the authorization, execution and delivery of this Amendment and the performance of its obligations thereunder have been duly taken and this Amendment, when executed and delivered by the Company, assuming due execution and delivery of this Amendment by the Assignee, shall constitute a valid and legally binding obligation of the Company, enforceable against each of them in accordance with its terms.

This Amendment contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them regarding the subject matter of this Amendment.

This Amendment applies only to the specific instances set forth herein. No other amendment by the Assignees or the Company is granted or intended except as expressly set forth herein, and the Assignees and the Company expressly reserve the right, now and at all times hereafter, to require strict compliance with the terms of the Subscription Agreement, Notes and Warrant in all other respects, whether in connection with any future transaction in respect of similar matters to those amended herein, or otherwise.

It is the intention of the parties hereto that this Amendment and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of New York and that in any action, special proceeding or other proceedings that may be brought arising out of, in connection with or by reason of this Amendment, the law of the State of New York shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or special proceeding may be instituted.

This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

In case any provision of this Amendment shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this Amendment, and the validity legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, this Amendment Agreement has been executed as of this 25 day of August, 2011.

	YESDTC HOLDINGS, INC.

	By:	/s/ Joseph Noel
	Name: Joseph Noel
	Title: Chief Executive Officer

Agreed and Accepted By:

ASSIGNEE

By:	/s/ Barry Honig
Name: Barry Honig