7 TH AMENDMENT TO LOAN
TRANSACTION AGREEMENT
THIS AMENDMENT TO LOAN TRANSACTION
AGREEMENT (the “Amendment”) is made and entered into
effective as of the 3 rd day of May, 2009, by and
between Silvergraph International, Inc. (the “Company”)
and the undersigned holders of promissory notes referenced below
(the “Holders”), upon the following
premises:
A.
Holders are the holders of certain 7%
Convertible Promissory Notes dated January 25, 2008 (the
“Notes”) which were purchased from the Company pursuant
to the terms of a Subscription Agreement and Security Agreement of
the same date.
B.
The obligations represented by the Notes
have been amended by a 1 st Amendment to the 7% Notes
due May 31, 2008, dated May 31, 2008; a 2 nd Amendment
to the 7% Notes Due June 30, 2008, dated June 20, 2008; a 3
rd Amendment to the 7% Notes due August 31, 2008, dated
August 31, 2008; a 4 th Amendment to the 7% Notes due
October 31, 2008, a 5 th Amendment to the 7% Notes
due December 15, 2008, and; a 6 th Amendment to the 7%
Notes due January 31, 2009 (the “Prior Amendments”)
which are incorporated herein by reference. For
purposes of this Amendment, the Notes, Subscription Agreement and
Security Agreement, as amended by the Prior Amendments, are hereby
collectively referred to as the “Bridge Loan
Agreement.”
C.
The Company requires twenty five thousand
dollars ($25,000.00) for working capital in order to file its 2008
10-K, 1 st 2009 Quarter and 2 nd 2009 Quarter
financial statements.
D.
The Company has asked for, and the
Antaeus Capital Partners, LLC and Thomas G. Schuster have agreed to
invest twenty five thousand dollars ($25,000) under the terms and
conditions of the Bridge Loan Agreement. As consideration for
such extension, the Company has agreed to grant to Holders shares
of common stock of the Company.
NOW, THEREFORE, in consideration of the
above premises and for good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Section of the Bridge Loan Agreement
entitled Default . The
first sentence of the section shall be deleted in its entirety and
the following sentence inserted in its place: “In the
event of an occurrence of any event of default specified below, the
principal and all accrued interest on this Note shall become
immediately due and payable upon receipt by the Company of
written notice from a majority of the Holders, except as
specified below.”
2.
Section of the Bridge Loan Agreement
entitled 9.1 . The
Liquidated Damages Shares shall be increased to 59% of the
outstanding Common Stock on a fully-diluted basis with the
remaining holders of the Notes to own a pro rata number of common
shares of common stock of the Company.
3.
Working Capital Investment
.
Amendment to Loan Transaction
Agreement
Page 1
a.
Traunch A . Holders shall loan to the
Company
