THIRD AMENDMENT TO NOTE AND SECURITY AGREEMENT
EXHIBIT 10.2
THIRD AMENDMENT TO NOTE AND SECURITY AGREEMENT
THIS THIRD AMENDMENT (THE “THIRD AMENDMENT”) DATED MAY 30, 2012 TO THE NOTE AND SECURITY AGREEMENT (THE “AGREEMENT”) DATED AS OF MARCH 31, 2010, AND AS AMENDED ON MARCH 14, 2011 (THE “FIRST AMENDMENT”) AND JULY 29, 2011 (THE “SECOND AMENDMENT”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “BORROWER”) AND FROST GAMMA INVESTMENTS TRUST (“FROST GAMMA”) AND XXX GAMMA INVESTMNETS, L.P. (“XXX GAMMA” AND, TOGETHER WITH FROST GAMMA, “LENDER”). THE AGREEMENT, ALONG WITH THE FIRST AMENDMENT, SECOND AMENDMENT AND THE THIRD AMENDMENT, SHALL BE REFERRED TO HEREIN AS THE AMENDED AGREEMENT.
RECITALS
WHEREAS, Borrower and Lender (collectively, the “Parties”) are parties to the Agreement which became effective on March 31, 2010 and which was amended by the First Amendment on March 14, 2011 and by the Second Amendment on July 29, 2011; and
WHEREAS, the Borrower and Lender entered into the Second Amendment which extended the Maturity Date (as originally defined in the Agreement) until July 31, 2012, and
WHEREAS, the Borrower and Lender which to extend the Maturity Date from July 31, 2012 until July 31, 2013, and
NOW THEREFORE, in consideration of the mutual covenants and promises contained in the Agreement and this Third Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:
AMENDMENT
1. Section 3 of the Amended Agreement is hereby amended and restated in its entirety as follows:
Payments of Obligations, including Principal and Interest. The principal amount of the Loan evidenced hereby, together with any accrued and unpaid interest, and any and all the Obligations, including unpaid costs, fees and expenses accrued, such as Lender’s Expenses, shall be due and payable in full on July 31, 2013 (the “Maturity Date”).
2. Governing Law. This Third Amendment shall be governed by the laws of the State of Florida without regard to its conflict of laws rules or principles.
3. Amendments. Except as expressly amended hereby, the Agreement, the First Amendment and Second Amendment shall remain unmodified and in full force and effect.
4. Entire Agreement. This Third Amendment and the Amended Agreement and any schedules or exhibits attached to the Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior understandings and writings between the Parties relating thereto.
5. Interpretation. Any capitalized terms used in this Third Amendment but not otherwise defined shall have the meaning provided in the Agreement.
6. Counterparts. This Third Amendment may be executed manually, electronically in Adobe® PDF file format, or by facsimile by the Parties, in any number of counterparts, each of which shall be considered one and the same amendment and shall become effective when a counterpart hereof shall have been signed by each of the Parties and delivered to the other Party.
IN WITNESS WHEREOF, Borrower has duly executed this Third Amendment to the Note and Security Note as of the day and year first above written.
| NON-INVASIVE MONITORING SYSTEMS, INC. | ||
| By: Xxxxx X. Xxxxxx | ||
| Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer |
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Agreed and Accepted:
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FROST GAMMA INVESTMENTS TRUST
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By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx, M.D. Title: Trustee |
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XXX GAMMA INVESTMENTS, L.P.
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By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx, Ph.D. Title: General Partner |
