AMENDMENT #1 TOTHE CONVERTIBLE PROMISSORY NOTEISSUEDONSEPTEMBER 8, 2016
THIS AMENDMENT #1 TO THECONVERTIBLE PROMISSORY NOTE ISSUED ON September 8, 2016(the
“Amendment”) ismade effective as ofMarch 1, 2017, by andbetween MaxSound Corporation, a Delawarecorporation (the “Company”), and Crown BridgePartners, LLC, aNew Yorklimited liability company (the “Holder”)(collectively the “Parties”).
BACKGROUND
A. TheCompany and Holderare theparties tothat certain convertiblepromissory note originallyissued by theCompany tothe HolderonSeptember 8, 2016, inthe originalprincipal amount of$400,000.00 (the “Note”); and
B. TheParties intend toconsummate asecond tranche of$70,000.00 under the Note (the “SecondTranche”), with apurchase price of $64,400.00; and
C. | TheParties desire toamend theNoteasset forthexpressly below. |
NOW THEREFORE, inconsideration of theexecution anddelivery of theAmendment andother goodand valuableconsideration,the receiptand sufficiency of which are herebyacknowledged, the Parties agree asfollows:
1. Withrespect to the Second Tranche only, the Borrower shallbe required atall times to haveauthorized andreservedthreetimes thenumber of shares that isactually issuableuponfull conversion of the SecondTranche. With respectto allothertranches under the Note,the Borrower shallcontinue to berequired atall times to haveauthorized and reserved fourtimes the number ofshares that isactually issuable upon fullconversion of therespective tranches.
2. ThisAmendment shall bedeemed part of, but shall takeprecedence over andsupersede any provisions tothe contrary containedin the Note.Except asspecifically modifiedhereby, all of theprovisions of the Note, which are not inconflict with the terms of thisAmendment,shallremain infull force andeffect.
IN WITNESSWHEREOF, theparties hereto haveexecuted thisAmendment as ofthe date firstabove written.
Max SoundCorporation
By:Name:JohnBlaisure
Title:Chief Executive Officer
Crown BridgePartners, LLC
By:Name:Title:
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