ADDENUM No. 1 TO THE CONVERTIBLE PROMISSORY NOTE
Exhibit
4.3
ADDENUM
No. 1 TO THE CONVERTIBLE PROMISSORY NOTE
The
undersigned parties hereby agreed to amend that certain Convertible Promissory
Note (the “Note”) issued by Home Savers Holding Corp. as follows:
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1.
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Section
3(a) of the Note is amended and restated as
follows:
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(a) Conversion. Conversion
shall occur automatically upon the Company’s becoming a Reporting Company (the
“Conversion Event”). Upon the Conversion Event, the entire unpaid
principal balance of this Note plus any unpaid interest will automatically
convert into Common Stock of the Company at a price equal to the conversion
price of $0.50 per share. However, in the event that principal stock
holders are required to pledge their shares of the Reporting Company, then the
note will not convert until such time that the pledge is released.
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2.
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Section
1.1 of the Warrant is amended and restated as
follows:
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1.1 General. This
Warrant is exercisable at the option of the holder of record hereof, at any time
or from time to time, up to the Expiration Date for all or any part of the
shares of Common Stock (but not for a fraction of a share) which may be
purchased hereunder of the Reporting Company that the Company intends to merge
into. However, in the event that principal stock holders are required
to pledge their shares of the Reporting Company, then the warrant will not
convert until such time that the pledge is released. The Company
agrees that the Warrant Shares shall be and are deemed to be issued to the
Holder hereof as the record owner of the Warrant Shares as of the close of
business on the date on which this Warrant shall have been surrendered, properly
endorsed, the completed, executed Form of Subscription delivered, and payment
made for the Warrant Shares. Certificates for Warrant Shares so
purchased, together with any other securities or property to which the Holder
hereof is entitled upon such exercise, shall be delivered to the Holder hereof
by the Company at the Company’s expense within a reasonable time after the
rights represented by this Warrant have been so exercised. In case of
a purchase of less than all the shares which may be purchased under this
Warrant, the Company shall cancel this Warrant and execute and deliver a new
Warrant or Warrants of like tenor for the balance of the shares purchasable
under the Warrant surrendered upon such purchase to the Holder hereof within a
reasonable time. Each stock certificate so delivered shall be in such
denominations of Warrant Shares as may be requested by the Holder hereof and
shall be registered in the name of such Holder.
IN
WITNESS WHEREOF, both parties have caused this addendum to be duly executed by
its duly authorized party this 9th day
of July, 2009.
Home
Savers Holding Corp.
By:______________________ __________________________
Name:
Title: