Ngen Technologies Holdings Corp. (fka NGRP)

[Magnum7419]

"unless the Reverse Split is not completed by December 31, 2019."


"The Parties further acknowledge and agree that Liberated does not currently have a sufficient number of authorized but unissued shares of Liberated Common Stock so as to permit the Lenders to exercise their full conversion or exercise rights as set forth in the Assigned Agreements, but that Liberated is currently in the process of completing a reverse split of the Liberated Common Stock, without a reduction of the authorized shares of Liberated Common Stock, so as to permit Liberated to have a sufficient number of authorized but unissued shares of Liberated Common Stock so as to permit the Lenders to exercise their full conversion or exercise rights as set forth in the Assigned Agreements (the “Reverse Split”). Each of the Parties acknowledges and agrees that Liberated shall not be deemed in default or in breach of any of the covenants or agreements of the Assigned Agreements due to the failure to have a sufficient number of authorized but unissued shares of Liberated Common Stock so as to permit the Lenders to exercise their full conversion or exercise rights as set forth in the Assigned Agreements, unless the Reverse Split is not completed by December 31, 2019. The Assigned Agreements are hereby deemed amended to the extent required to effect the intent of this Section 2(c):"

https://www.sec.gov/Archives/edgar/data/1503161/000149315219014446/ex10-1.htm