Exhibit 10.1
AMENDMENT No. 1 TO
CONVERTIBLE PROMISSORY NOTE
This Amendment No. 1 (this
“ Amendment ”) to the Convertible Promissory
Note (as defined below) is made as of September 25, 2006 by
and between E-centives, Inc., a Delaware corporation (the “
Company ”), and US Venture 05, Inc. (the “
Holder ”).
WHEREAS , on November 21, 2005, the Company issued
a convertible promissory note (the “ Convertible
Promissory Note ”) in the principal amount of US
$3,000,000 to the Holder; and
WHEREAS , the Company and the Holder desire to amend the
Convertible Promissory Note in accordance with the terms and
conditions hereof.
NOW THEREFORE
, in consideration of the mutual
covenants contained herein the parties hereto agree as
follows:
1. Amendment : Section 1
of the Convertible Promissory Note is hereby amended and restated
in its entirety to read as follows:
“1. Payment Terms . The
Company promises to pay to the Holder the balance of Principal,
together with Premium and accrued unpaid interest, on
September 30, 2007 , unless this Note is earlier
prepaid as herein provided or earlier converted into Series C
preferred stock, par value US $0.01 per share, of the Company (the
“ Series C Preferred Stock ”) pursuant to
Section 3 hereof. All payments hereunder shall be made
in lawful money of the United States of America. Payment shall be
credited first to the accrued interest then due and payable and the
remainder to Principal.”
2. Representations
and
