Exhibit 10.2
Amendment and Supplement
To Finder Agreement
April 6, 2000
This Amendment and Supplement (this "Supplement") amends and supplements the
Finder Agreement dated February 29, 2000 entered into by and between Endorex
Corporation (the "Company") and Paramount Capital, Inc. (the "Finder").
Capitalized terms used, but not defined, in this Supplement shall have the
meanings given to them in the Finder Agreement unless the context otherwise
requires.
A. Paragraph 1 of the Finder Agreement is hereby replaced in its entirety to
provide as follows:
1. Paramount will introduce the Company to "accredited investors" as
defined in Rule 501 of Regulation D promulgated under the Act for the purchase
of Units. Each "Unit" shall consist of (i) 21,164 shares of common stock of the
Company, par value $.001 per share (the "Common Stock") and (ii) a five year
warrant (collectively, the "Warrants") to purchase 5,291 shares of Common Stock,
such warrants to be exercisable, in whole or in part, at any time prior to the
fifth anniversary of the date of issuance at an exercise price equal to $5.91
per share of Common Stock underlying such Warrants (the Common Stock, the
Warrants, and the Common Stock issuable upon the exercise of the Warrants are
sometimes herein collectively referred to as the "Securities"). The purchase
price of each Unit shall be $100,000. The Company will sell a maximum number of
Units which would include up to 1,850,000 shares of Common Stock (exclusive of
the Warrants and any Paramount Warrants (as defined below)) (the "Maximum
Offering"). The sale of any Units is contingent upon the Company making sales of
a number of Units which would provide aggregate gross proceeds to the Company of
at least $2,000,000 (the "Minimum Offering"). "Trading Day" shall mean a day on
which the American Stock Exchange is open for the transaction of business.
B. Paragraph 9 of the Finder Agreement is hereby replaced in its entirety to
provide as follows:
9. Upon consummation of the Offering contemplated hereby, the Company will,
in consideration of the services rendered by Paramount in connection with the
Offering, issue to Paramount and/or its designees for no additional
consideration, warrants (the "Paramount Warrants") to acquire a number of shares
of Common Stock equal to the sum of (i) ten percent (10%) of the number of
shares of Common Stock included in the Units sold in the Offering and (ii) ten
percent (10%) of the number of shares of Common Stock issuable upon exercise of
Warrants contained in the Units sold in the Offering, exercisable for a period
of seven (7) years commencing six (6) months after the closing of the Offering
at an exercise price equal to $5.25 per share. The Paramount Warrants cannot be
exercised, transferred, sold, assigned or hypothecated for six (6) months except
that they may be assigned in whole or in part during such period to any NASD
member participating in the Offering or any officer or employee of Paramount or
any such NASD member. The Paramount Warrants will contain a cashless
exercise feature, anti-dilution protection and the right to have the Common
Stock issuable upon exercise thereof included on the Shelf Registration
Statement. In the event that the closing bid price for any 20 consecutive
Trading Days is at least 250% of the exercise price of Paramount Warrants, then
upon 30 days prior written notice to Paramount, the Company shall have the right
to redeem Paramount Warrants at a price equal to the exercise price if such
Paramount Warrants have not been exercised prior to the expiration of such 30
day period.
In witness whereof, the parties have caused this Amendment to be executed
as of the date first set forth above.
PARAMOUNT CAPITAL, INC.
By:______________________________
Name: Xxxxxxx X. Xxxxxxxxx, M.D.
Title: Chairman
The foregoing is in conformity
with our understanding:
ENDOREX CORPORATION
By:__________________________________
Name: Xx. Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
