AZURRX BIOPHARMA, INC.
Exhibit
10.5
000
Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxx Xxxx 00000
February 14,
2019
To the
Investor Signatories to The Note Purchase Agreement
Reference is hereby
made to those common stock purchase warrants set forth in
Exhibit A hereto
(each a “Warrant,” and together the
“Warrants”).
Capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to such terms in each of the
Warrants.
In
connection with, and as partial consideration for, the sale and
issuance of certain Senior Convertible Promissory Notes by AzurRx
BioPharma, Inc. (the “Company”) to certain investor
signatories to that certain Note Purchase Agreement, dated February
14, 2019 (“NPA”), the Company hereby agrees
to amend each Warrant to decrease the Exercise Price thereof to
$1.50 per share (the “Warrant Amendment”). This
agreement shall only serve to amend the Exercise Price of each of
the Warrants set forth on Exhibit A attached hereto, and
all other terms of the Warrants shall remain in full force and
effect.
In
furtherance of the foregoing, the Company shall prepare, execute
and deliver to the holder of each Warrant a formal amendment to
each Warrant to effect the agreement of the Company set forth
herein, on or before ten (10) business days from the date
hereof.
Very
truly yours,
By:
/s/ Xxxxx X.
Xxxxx
Name:
Xxxxx X. Xxxxx
Title:
Chief Executive Officer
1
EXHIBIT A
Warrant
Schedule
2
Exhibit A
AzurRx Warrant Holdings:
|
Entity
|
Expiration Date
|
Number of Warrant Shares
|
Exercise Price
|
Location
|
|
ADEC Private Equity Investments, LLC
|
5/4/2021
|
273,598
|
$5.58
|
Xxxxxx Xxxxxxx Account
|
|
|
|
|
|
x4811
|
|
ADEC Private Equity Investments, LLC
|
10/14/2021
|
371,143
|
$5.50
|
Xxxxxx Xxxxxxx Account
|
|
|
|
|
|
x4811
|
|
|
|
644,741
|
|
|
|
EBR Ventures, LLC
|
6/5/2022
|
100,000 (to buy 75,000
|
$5.50
|
Xxxxxx Xxxxxxx Account x6005
|
|
|
|
common shares)
|
|
|
|
|
|
75,000
|
|
|
|
EBR Descendants GST Inv. Trust
|
6/5/2022
|
215,000 (to buy 161,250
|
$5.50
|
Wilmington Trust
|
|
|
|
common shares)
|
|
|
|
|
|
161,250
|
|
|
|
CEDA Investments, LLC
|
6/5/2022
|
28,572 (to buy 21,429
|
$5.50
|
Xxxxxx Xxxxxxx Account x6514
|
|
|
|
common shares)
|
|
|
|
|
|
21,429
|
|
|
|
Xxxxxx X. Xxxx
|
6/5/2022
|
28,572 (to buy 21,430
|
$5.50
|
Xxxxxx Xxxxxxx Account x4358
|
|
|
|
common shares)
|
|
|
|
|
|
21,430
|
|
|
|
Xxxx X. Xxxx
|
6/5/2022
|
28,572 (to buy 21,429
|
$5.50
|
Xxxxxx Xxxxxxx Account x4208
|
|
|
|
common shares)
|
|
|
|
|
|
21,429
|
|
|
|
Xxxxxxxxx Xxxx Canet
|
6/5/2022
|
28,572 (to buy 21,429
|
$5.50
|
Xxxxxx Xxxxxxx Account x4252
|
|
|
|
common shares)
|
|
|
|
|
|
21,429
|
|
|
|
Xxxxxx Xxxx Trust 2014
|
6/5/2022
|
57,143 (to buy 42,857
|
$5.50
|
Xxxxxx Xxxxxxx Account x1298
|
|
|
|
common shares)
|
|
|
|
|
|
42,857
|
|
|
|
GRAND TOTAL
|
1,009,565
|
|
|
|
3
