FIFTH AMENDMENT TO CONVERTIBLE
PROMISSORY NOTE
MENDOCINO BREWING COMPANY,
INC.
This Fifth Amendment to Convertible Promissory
Note (this "Amendment") is effective as of June 30, 2009 by and
between United Breweries of America, Inc., a Delaware
corporation ("Holder") and Mendocino Brewing Company, Inc. ,
a California corporation (the "Company").
RECITALS
A. The
Company issued a convertible promissory note (the "Note") to Holder
in the principal amount of Four Hundred Thousand Dollars ($400,000)
dated March 2, 2005.
B. The
Holder and the Company entered into the First Amendment to
Convertible Promissory Note effective August 31, 2006 as
amended by the Second Amendment to Convertible Promissory Note
effective December 31, 2006, the Third Amendment to Convertible
Promissory Note effective June 30, 2007 and the Fourth Amendment to
Convertible Promissory Note effective June 30, 2008, which provide
that the term of the Note made by the Company in favor of Holder
was extended until June 30, 2009.
C. Subject
to the terms and conditions of this Amendment, the parties now wish
to further extend the term of the Note.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
agreed, the parties agree as follows:
1.
Extension of Term . The first sentence of
Paragraph 1 of the Note is hereby amended and restated to read as
follows:
"Mendocino Brewing Company, Inc., a
California corporation having its principal office at 1601 Airport
Road, Ukiah, California 95482 and any successor (the "Company"),
for value received, promises to pay to United Breweries of America,
Inc., a Delaware corporation or to its regist
