AMENDMENT NUMBER 1 TO
SUBORDINATED PROMISSORY NOTE
THIS AMENDMENT
NUMBER 1 TO SUBORDINATED PROMISSORY NOTE (the
“Amendment”), is effective as of June 30, 2009
(the “Effective Date”), by and between Sellers’
Representative, on behalf of Charles P. Steinmetz, the Charles P.
Steinmetz Irrevocable Trust for the Benefit of Matthew A.
Steinmetz, dated April 22, 2002, the Charles P. Steinmetz
Irrevocable Trust for the Benefit of Louis Steinmetz, dated
April 22, 2002 and Gregory A. Clendenin, as Trustee of the
Gregory A. Clendenin Trust, dated September 11, 1997, as
amended (collectively the “Holders”) at 1751 Via
Amalfi, Winter Park, Florida 32789 and Sunair Southeast Pest
Holdings, Inc., a Florida corporation with its principal place of
business at 1350 E. Newport Center Drive, Suite 201, Deerfield
Beach, FL 33442 (the “Company”).
WHEREAS,
the Company, as purchaser, and the Holders, as sellers, entered
into that certain Stock Purchase Agreement, dated June 7, 2005
(the “Purchase Agreement”), pursuant to which the
Company acquired all of the outstanding common stock of Middleton
Pest Control, Inc. (the “Acquisition”);
WHEREAS, a
portion of the consideration payable in connection with
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