Amendments to the Note. Bionics and the Company hereby agree to the amendments to the Note that are reflected in the form of the Amended and Restated Multiple Advance Secured Convertible Promissory Note attached hereto as Exhibit A (the “Amended Note”).
Amendments to the Note the Note entitled “Loan Term” is hereby deleted in its entirety and simultaneously replaced with the following:
Amendments to the Note. (a) The Note is hereby amended to extend the Due Date of the Note from March 31, 2011 to June 30, 2011.
(b) Section 2 of the Note is hereby amended to add the following as a new subsection 2.3:
(a) Notwithstanding any provision to the contrary herein, including the provisions contained in Sections 2.1 and 2.2 above, upon the Consummation of a Rights Offering, all unpaid principal and accrued but unpaid interest on the Note shall be automatically converted into the right to receive the Holder’s Pro Rata Share (as defined below) of the Milestone Payments (as defined below) set forth in (b) and (c) below.
(b) Upon the achievement by the Company (or its Affiliates or Sublicensees) of the milestone events described below (each, a “Development Milestone Event”), the Company shall pay to the Holder its Pro Rata Share of the milestone payment specified below (each, a “Development Milestone Payment”). The specified Development Milestone Payment shall be made within thirty (30) days after the occurrence of the related Development Milestone Event. Successful Completion of first Phase III Clinical Trial $2,500,000 FDA acceptance for review of first NDA $2,500,000 FDA Final Approval of first NDA $5,000,000
(c) Following the First Commercial Sale of the Product, the Company shall (i) pay to the Holder, upon the terms and subject to the conditions hereof, the Holder’s Pro Rata Share of the Net Sales Payment (as defined below) for each calendar quarter until such time as the cumulative Net Sales (as defined below) by the Company and its Affiliates and Sublicensees reach an aggregate of $150,000,000 and (ii) provide Holder with a statement along with such payment, such statement to be certified by the Chief Financial Officer of the Company, setting forth the Company’s calculation of both the Net Sales and the Net Sales Payment for such calendar quarter. The Net Sales Payment for each calendar quarter shall be made within sixty (60) days after the end of such calendar quarter, but in any event no later than the date on which the Company makes its quarterly royalty payment based on Net Sales to the Licensor under the License Agreement.
(d) If the Company is a public reporting company under the Securities Exchange Act of 1934, as amended, at the time any Milestone Payment is due, the Company may, at its option, issue shares of Common Stock having a value equal to the amount of such Milestone Payment in lieu of making such Milestone Payment in cash, with such value determined ...
Amendments to the Note. The Holder and the Company hereby amend the Note as follows:
(a) Upon the closing of the Listing, all amounts of principal and interest on the Note shall automatically convert into a number of shares of common stock of the Company determined by dividing the outstanding principal amount plus all accrued and unpaid interest by the price per share in the Listing; and
(b) The Holder agrees that, in connection with the conversion of the Note at the closing of the Listing, the Holder will execute all necessary documents in connection with the Listing reasonably requested by the Company.
Amendments to the Note. The Note is hereby amended as follows:
Amendments to the Note. The Note shall be deemed to be amended effective, as of the date of filing of the amendment referred to in the preceding paragraph, so as:
(a) To extend the Maturity Date from January 1, 2024 to January 1, 2027;
(b) To increase the conversion price to $1.50 per share of common stock; and
(c) To decrease the Interest Rate to the WSJ Prime Rate on the Amendment Date.
Amendments to the Note. (a) The Note is hereby amended to extend the Due Date of the Note from December 31, 2010 to March 31, 2011.
Section 2.1 (a) of the Note is hereby deleted and replaced in its entirety by the following (for ease of reference, changes are indicated by a single line through deleted text and underlining of inserted text): All unpaid principal and accrued but unpaid interest on this Note shall be automatically converted into the Company’s equity securities (the “Securities”) issued in the Company’s next equity financing (or series of related equity financings) involving the sale of Securities in which the Company receives at least $10,000,000 (minus the amount of aggregate gross cash proceeds to the Company from the arm’s length sale of equity or debt securities of the Company, or the incurrence of new loans, after December 14, 2009) in aggregate gross cash proceeds (before brokers’ fees or other transaction related expenses, and excluding any such proceeds resulting from any conversion of the Bridge Notes) (a “Qualified Financing”), at a conversion price equal to 70% of the lowest per unit price paid for such Securities in cash by investors in such Qualified Financing, and upon such other terms, conditions and agreements as may be applicable in such Qualified Financing; provided, however, that in the event that the Company consummates an underwritten initial public offering of its equity securities (and/or any rights to acquire additional equity securities of the Company) that qualifies as a Qualified Financing (a “Qualified IPO”) on or before March 31, 2011 and, if and any only if each Conversion Condition (as defined below) has been satisfied at the time of the consummation of a Qualified IPO, all unpaid principal and accrued but unpaid interest on this Note shall be automatically converted into shares of Common Stock at a conversion price equal to the price at which shares of Common Stock are sold in a Qualified IPO.
Amendments to the Note the Note entitled “Repayment” is hereby deleted in its entirety and simultaneously replaced with the following: The outstanding principal balance and all accrued and updated interest thereon shall be due upon the earlier of (i) December 31, 2026, or (ii) consummation of a Qualified Offering (as defined below).
Amendments to the Note. Effective as of February 9, 2023, the reference to “February 19, 2023”in Section 1 of the Note (Repayment or Conversion of Principal), shall be replaced with: “August 19, 2023”.
