AMENDMENT NO. 1
TO
3DICON
CORPORATION
9.75% CONVERTIBLE
NOTE
This Amendment
No. 1 to the 9.75% Convertible Note, as defined below (this “
Amendment ”) is entered into to be effective
as of the 8th day of October 2008, by 3DIcon Corporation, an
Oklahoma corporation, with principal executive offices located at
6804 South Canton Avenue, Suite 150, Tulsa, Oklahoma (the “
Company ”), and Golden Gate Investors, Inc.,
a California corporation (the “ Holder
”).
WHEREAS,
pursuant to the terms of the Securities Purchase Agreement dated
June 8, 2007 among the Company and the Holder (the “
Purchase Agreement ”), the Company issued a
9.75% Convertible Note dated June 8, 2007 in the principal amount
of $700,000 (the “ Note ”) to the
Holder. Unless otherwise defined herein, all capitalized terms used
in this Amendment have the meanings given to them in the
Debenture;
WHEREAS, in
connection with the issuance of the Note, Martin Keating, the
Company’s Chairman and CEO, agreed to pledge certain
securities of the Company to the Holder (the “ Stock
Pledge Agreement ”);
WHEREAS, in
accordance with the terms of the Note, on June 4, 2008, the Holder
provided the Company with notice of its election to extend the
Initial Maturity Date to October 8, 2008 (the “
Extended Maturity Date ”);
WHEREAS, the Holder and the Company desire
to
