Attached files
Exhibit 10.8
ASPA GOLD CORP.
(FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
AMENDMENT TO PROMISSORY NOTE
JAMES F. FRANCO ("Noteholder") is the holder of the Promissory Note dated May
26, 2010 in the principal amount of $11,818 (the "Note") of ASPA Gold Corp.
(formerly known as Renaissance BioEnergy Inc.), a Nevada corporation
("Company"). The Company is entering into a Line of Credit Loan Agreement (the
"Loan Agreement") with North American Gold & Minerals Fund ("NAGMF"), pursuant
to which NAGMF will make available to the Company an unsecured line of credit.
As a condition to entering into the Loan Agreement, NAGMF requires that Note
holder and Company amend the terms of the Note to revise the terms of Note
holder's option to convert the Note into shares of common stock of the Company.
Accordingly, for good and valuable consideration and intending to be legally
bound hereby, Note holder and Company hereby amend the Note as follows:
1. The interest rate set forth in Section 2 of the Note is reduced to 3%,
effective from May 25, 2010. Interest through the date hereof shall be
capitalized and added to the principal amount of the Note.
2. The second and third sentences of paragraph 4 of the Note, entitled
"Method of Payments" are hereby deleted in their entirety, effective
immediately, and are replaced with the following:
"Lender, at its own option, shall be permitted to convert all or any
portion of the Note to common shares of the Borrower's common stock
prior to the Maturity Date. The number of shares to be issued shall be
determined by dividing the amount submitted for conversion by the
price per share at which common stock is sold for purely monetary
consideration by the Company in a capital raise of at least $5,000,000
that closes prior to the Maturity Date. In order to receive this
conversion price, the Note holder must issue a notice of conversion
within ten (10) trading days of the public announcement or in the
event of no public announcement, by direct notification of the
issuance of the shares. The shares issued to the Note holder will be
on the identical terms and conditions as the newly issued shares. If
there are no newly issued shares prior to the Maturity Date, the Note
shall be paid in full on or before the Maturity Date. In the event
that the Note is not repaid within ten (10) trading days of the
Maturity Date, the Note holder shall have the right institute legal
action for collection with the prevailing party entitled to reasonable
legal fees incurred."
3. Company shall issue to Note holder 196,966 shares of its common stock
as consideration for Note holder's agreement to this Amendment.
This Amendment shall be governed by and construed in accordance with
the laws of the State of Nevada (other than conflict-of-laws
principles). Shareholder hereby consents to the jurisdiction of the
State and Federal courts sitting in Clark County, Nevada, for all This
Amendment shall be governed by and construed in accordance with the
laws of the State of Nevada (other than conflict-of-laws principles).
Shareholder hereby consents to the jurisdiction of the State and
Federal courts sitting in Clark County, Nevada, for all cases and
controversies arising from this Agreement and acknowledges that said
courts are not "inconvenient forums."
IN WITNESS WHEREOF, the parties hereto have each executed and delivered this
Amendment as of the day and year set forth below.
ASPA GOLD CORP., formerly known as
Renaissance BioEnergy Inc., a Nevada
Corporation
/s/ Ronald Y. Lowenthal
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By: RONALD Y. LOWENTHAL
Date: NOVEMBER 30, 2010
JAMES FRANCO
/s/ James Franco
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Date: NOVEMBER 30, 201
