SECOND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE
Exhibit 10.20
SECOND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE
THIS SECOND AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE (this “Amendment") is entered
into as of March 24, 2011 by and among BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P.
(“Investor”) and VIA PHARMACEUTICALS, INC., a Delaware corporation (the “Company"). Investor and
the Company are sometimes referred to in this Amendment, individually, as a “Party” and,
collectively, as the “Parties.”
| 1. | Amendment of Note. The Parties hereby agree to amend that certain Promissory Note, dated March 26, 2010, made and issued by the Company to Investor under that certain Note and Warrant Purchase Agreement dated as of March 26, 2010, which Promissory Notes were amended and restated on November 15, 2010 and amended on January 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”), as follows: the phrase “June 30, 2011” in subclause (i) of Section 4 of the Note is hereby deleted in its entirety and replaced with “September 30, 2011.” |
| 2. | Survival. Except as expressly modified hereby, all of the provisions of the Note remain in full force and effect and shall be unaffected by this Amendment. |
| 3. | Execution in Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Amendment or any counterpart may be executed and delivered by facsimile or email with scan attachment copies or pdf, each of which shall be deemed an original. |
[Signature Page Follows]
1
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above
written.
| COMPANY: | ||
| VIA PHARMACEUTICALS, INC. | ||
| By: /s/ Xxxxx X. Xxxxxx | ||
| Name: Xxxxx X. Xxxxxx | ||
| Title: VP Finance, Controller | ||
| Address: | ||
| VIA Pharmaceuticals, Inc. | ||
| 000 Xxxxxxx Xxxxxx, Xxxxx 000 | ||
| Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | ||
| Attention: Vice President, Controller | ||
| Facsimile: (000) 000-0000 | ||
| Electronic mail: | ||
| Xxxxx.Xxxxxx@xxxxxxxxxxxxxxxxxx.xxx |
[Signature page to Note Amendment]
| INVESTOR: | ||
| BAY CITY CAPITAL FUND IV CO-INVESTMENT FUND, L.P., | ||
| By: Bay City Capital Management IV LLC, its | ||
| general partner | ||
| By: Bay City Capital LLC, its manager | ||
| By: /s/ Xxxx Craves | ||
| Name: Xxxx Craves | ||
| Title: Managing Director | ||
| Address: | ||
| Bay City Capital Fund IV, L.P. | ||
| 000 Xxxxxxx Xxxxxx, Xxxxx 000 | ||
| Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 | ||
| Attention: Managing Director | ||
| Facsimile: | ||
| Electronic mail: |
[Signature page to Note Amendment]
