AMERICAN TECHNOLOGY CORPORATION
AMENDMENT TO CONVERTIBLE SUBORDINATED PROMISSORY NOTE
This Amendment to Convertible Subordinated Promissory Note and Warrant (the “Amendment”) is made as of November
, 2002, among AMERICAN TECHNOLOGY CORPORATION (the “Company”) and the holders of 12% Convertible
Subordinated Promissory Notes (the “Notes”) listed on Exhibit A attached hereto (“Holders”, and individually, a “Holder”).
WHEREAS, the Notes may be amended, waived or modified upon the written consent of the Company and the holders of
at least a majority of the face amount of all then outstanding Notes; and
WHEREAS, the Company and the holders of at least a majority of the face amount of all the outstanding Notes and at least
a majority in interest of the Exercise Shares desire to amend the Notes to extend the Maturity Date, to clarify that the Company’s
mandatory conversion right applies to accrued interest, and to clarify conformance of the conversion provisions to the rules of
the Nasdaq Stock Market, as described more fully below.
The Company and Holders therefore agree as follows:
1. Maturity Date . The Maturity Date of each Note shall be the earlier of (i) December 31, 2003, or (ii) when declared due
and payable by the Holder upon the occurrence of an Event of Default (as defined in the Notes). The December 31, 2002 date
set forth in Section 2 of the Notes shall be changed to December 31, 2003.
2. Mandatory Conversion . Section 7.2 of the Notes is deleted and replaced as follows:
7.2 Mandatory Conversion. The Company has the right, at the Company’s option, at any time prior to the
payment in full of this Note, to require that any Holder of this Note must convert the entire principal balance of this
Note and all accrued interest, as such amount may be reduced by application of Section 8.6, in accordance with the
provisions of Section 7.3.2 hereof, into Common Stock of the Company in the event that the closing bid price of the