RiskOn International (ROII) 8-K Entry into a Material Definitive Agreement

Exhibit 10.1

Paragon Capital LP

June 21, 2013

VIA EMAIL and FACSIMILE

Magnolia Solar Corporation

54 Cummings Park

Suite 316

Woburn, MA 01801

Facsimile: (781) 735-0575

Email: ypuri@magnoliasolar.com

Dear Sir/Madam:

Reference is made to that certain Amended and Restated Original Issue Discount Senior Secured Convertible Promissory Note (the “Note”) of Magnolia Solar Corporation (the “Company”) in the principal amount of $700,000.

Pursuant to the terms of the Note, the undersigned hereby notifies the Company that it elects to extend the maturity date of the Note to December 31, 2013.

Very truly yours,
Paragon Capital LP
By:	/s/ Alan Donenfeld
	Name: Alan Donenfeld
	Title: Managing Partner

Agreed and Accepted:

Magnolia Solar Corporation

By:  /s/ Yash Puri

Yash R. Puri, Executive Vice President