6% CONVERTIBLE NOTE
Exhibit 10.16
AMENDMENT
NO. 1 TO
6% CONVERTIBLE NOTE
THIS
AMENDMENT NO. 1 TO 6% CONVERTIBLE NOTE, dated as of March 25, 2016
(this “Amendment”), between Adgero Biopharmaceuticals, Inc., a
Delaware corporation (the “Company”) and Xxxxxx X. Xxxxxxxxxxx (the
“Investor”).
W I T N E S S E T H
WHEREAS, the
Company previously issued to Investor its 6% Convertible Note in
the principal amount of $25,000, dated October 6, 2015 (the
“Note”); and
WHEREAS, the
Company and Investor wish to amend the Note to extend the Maturity
Date of the Note.
NOW,
THEREFORE, the parties hereto, in consideration of the mutual
promises herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree to amend the Note as
follows:
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1. Definitions;
References; Continuation of Agreement. Unless otherwise
specified herein, each term used herein that is defined in the Note
shall have the meaning assigned to such term in the Note. Each
reference to “hereof,” “hereto,”
“hereunder,” “herein” and
“hereby” and each other similar reference, and each
reference to “this Note” and each other similar
reference, contained in the Note shall from and after the date
hereof refer to the Note as amended hereby. Except as amended
hereby, all terms and provisions of the Note shall continue
unmodified and remain in full force and effect.
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2. Extension of
Maturity Date. The second sentence of Section 1 of the Note
is hereby amended and restated in its entirety as
follows:
“Maturity Date”
shall mean June 9, 2016.
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3. Counterparts. This Agreement
may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each
party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile transmission or by e-mail
delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “.pdf” signature
page were an original thereof.
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4. Governing
Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
[Signature page to follow]
1
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed on the date first above written.
ADGERO
BIOPHARMACEUTICALS, INC.
By:
/s/ Xxxxx
Xxxxxxxxxx
Name:
Xxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
INVESTOR
/s/ Xxxxxx X.
Xxxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxxx
[Signature
Page to Amendment No. 1 to 6% Convertible Note – Xxxxxx X.
Xxxxxxxxxxx]
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