EXHIBIT 2.4
AMENDMENT NO.
1
TO
ACQUISITION
PROMISSORY NOTE
THIS AMENDMENT NO. 1
TO ACQUISITION PROMISSORY NOTE (this “Amendment
Agreement”) is made and entered into effective as of June 30,
2008, by and between Ariel Way, Inc., a Florida corporation (the
“Company”), and Melody
Mayer (the
“Lender”). Except as otherwise indicated, defined terms
used herein shall have the same meaning as set forth in the
Acquisition Promissory Note (the “Note”) issued by the
Company to the Lender on or about April 30, 2008 (the
“Note”), pursuant to the terms of Section 1.7(b) of the
Agreement and Plan of Merger, dated effective as of April 30, 2008
(the “Merger Agreement”), by and among the Company,
Lime Truck, Inc, a Delaware corporation (formerly, Lime Truck
Acquisition Corporation) (“Lime Truck”), Lime Media,
LLC, a Texas limited liability company (“Lime Media”),
Lime Media Group, Inc., a Texas corporation (formerly, Lime Truck,
Inc.) (“Lime Media Group”), Melody Mayer, Heath Hill,
and Charles Warren.
WITNESSETH
:
WHEREAS,
pursuant to the terms
of the Merger Agreement, Lime Media was merged (the
“Merger”) with and into Lime Truck, and Lime Truck
became the surviving corporation of the Merger; and
WHEREAS,
the Merger became
effective upon the filing of a Certificate of Merger by Lime Truck
with the State of Delaware on or about May 6, 2008; and
WHEREAS,
pursuant to Section
1.7(b) of the Merger Agreement, the Company issued the Note to the
Lender as part of the Merger Consideration; and
WHEREAS,
the Company and the
Lender desire to amend the terms of the Note to extend the date the
Principal Amount and interest thereon is due and payable;
and
WHEREAS,
contemporaneously
herewith, the Company, Lime Truck, Lime Media Group, Melody Mayer,
Heath Hill and Charles Warren are effecting certain conforming
amendments to the Merger Agreement.
NOW,
THEREFORE, in
consideration of the premises and the mutual covenants, warranties,
and agreements contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged by the
parties hereto, and intending to be legally bound hereby, the
parties hereto agree as follows:
Section
1.
The Note is hereby
amended by deleting the first sentence of the first full paragraph
on page 1 of the Note and inserting in lieu thereof the
following:
FOR VALUE RECEIVED,
the undersigned,
ARIEL WAY, INC. , a Florida corporation (the “
Company ”), promises to pay to
Melody Mayer or permitted assigns (the “
Lender ”) at 401 Willowcrest Lane, Rockwall, TX 75032
, or such other address
as the Lender shall specify in writing, and subject to Section 1
below, the principal sum of Seventy Nine Thousand Two Hundred Fifty
U.S. Dollars and
00/100 ($79,250.00) (the “ Principal
Amount ”) together with interest at the annual
rate of eight percent (8%) on the principal amount, in one
installment in immediately available United States’ funds due
upon the earlier of (i) either the earlier of (a) the business day
immediately following the date the Company receives gross proceeds
from a financing
of $3,500,000.00 or
more, (b) 45 days after the Company’s completion of the audit
of the Financial Statements in accordance with Section 1.7(b) of
the Merger Agreement, or (c) September 30, 2008; or (ii) the
occurrence and continuance of an Event of Default (as hereinafter
defined).
Section
2.
Except as set forth
hereinabove, all other terms and provisions of the Note will remain
in full force and effect.
Section
3.
(a)
In consideration of the
amendment t
