Exhibit 10.1
May 31, 2010
The Cellular Connection, Ltd
PO Box 562
Richmond Hill, Ontario
L4B4R6
Re: Side Letter Agreement regarding the Convertible Secured Promissory Note by
and between Vital Products, Inc. (hereinafter the "Company") and you
Dear Sirs:
This Side Letter Agreement ("Agreement") entered into on the date of this
letter, by and between the Company and you will serve to amend and add certain
terms to the Convertible Secured Promissory Note issued by Vital Products, Inc.
on April 30, 2009 (the "Note"). Capitalized terms used herein which are not
otherwise defined shall have the same meaning as those given to them in the
Note.
For good and valuable consideration, both parties agree that the Note will be
amended as follows:
Face Amount of the Note
As of April 30, 2010, the Face Amount of the Note became U.S. $72,000.00
Article 2. Maturity Date
The text under Article 2 will be removed and replaced with the following:
The Face Amount of this Note is payable on April 30, 2011
(the "Maturity Date").
Notwithstanding any provision to the contrary in this Note, the Company
may pay in full to the holder the Face Amount, or any balance remaining
thereof, in readily available funds at any time and from time to time
without penalty ("Prepayment").
Article 5.2 Conversion Privilege
The text under subsection (c) of Article 5.2 will be removed and replaced with
the following:
(c) Conversion Rate - The Conversion Price for the Note shall be set
at $0.0001 and shall be subject to adjustment as follows:
(i) If the Company, at any time while this Note is outstanding: (i)
subdivides outstanding shares of Common Stock into a larger
number of shares, (ii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller
number of shares, or (iii) issues by reclassification of
shares of the Common Stock any shares of capital stock of the
Company, then in each case the Conversion Price shall be
multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made
pursuant to this Article 5.3(c)(i) shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective
date in the case of a subdivision, combination or
re-classification.
(ii) The Company shall not amend its Articles of Incorporation
(as amended from time to time), its By-laws or participate in
any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other
voluntary action for the purpose of avoiding or seeking to
avoid the observance or performance of any of the terms of
this Note to be observed or performed by the Company, including
without limitation this Article 5.3(c), but shall at all times
in good faith assist in carrying out all such action as may
be reasonably necessary or appropriate in order to protect
the rights of the Investor against dilution or other impairment
as provided herein.
(iii) All calculations under this Article 5.3(c) shall be made to
the nearest cent.
(iv) The Company shall not be required upon the exercise of this
Note to issue any fractional shares.
No other terms, rights or provisions of the Note should be considered to have
been modified by the terms of this Agreement and each party retains all other
rights, obligations, privileges and duties contained in the Note.
Sincerely, AGREED AND ACCEPTED:
/s/ Michael Levine Signature: /s/ Stuart Turk
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Printed Name: Stuart Turk
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Date: : May 31, 2010
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