AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTS
EXECUTION
VERSION
AMENDMENT
TO SECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTS
This
Amendment to Secured Convertible Promissory Notes and Warrants (this “Agreement”) is
entered into by and between Huifeng Bio-Pharmaceutical Technology, Inc., a
Nevada Corporation (the “Company), and each of
those persons and entities, severally and not jointly, whose names are set forth
on the Schedule of Lenders attached hereto as Exhibit A (which persons and
entities are hereinafter collectively referred to as “Lenders” and each
individually as a “Lender”) on the 24th
day of December, 2009 (the “Effective Date”),
amending certain provisions of those certain Secured Convertible Promissory
Notes dated December 31, 2007 (each, a “Note” and together,
the “Notes”)
and those certain Warrants dated December 31, 2007 (each a “Warrant” and
together, the “Warrants”). All
capitalized terms used, but not defined herein, shall have the meanings given to
them in the Notes.
RECITALS
WHEREAS,
the parties to this Agreement are parties to that certain Securities Purchase
Agreement dated as of December 31, 2007, pursuant to which the Lenders (i) each
purchased Notes from the Company in principal amount set forth opposite such
Lender’s name on Exhibit A under the heading “Principal Amount of
Notes” and (ii) each were issued a Warrant to purchase the number of
shares of the Company’s common stock (“Common Stock”) set
forth opposite such Lender’s name on Exhibit A under the heading “Common Shares Underlying
Warrants” ;
WHEREAS,
the Company and the Lenders desire to amend the provisions of the Notes as
described in this Agreement;
WHEREAS,
the Company has offered, in consideration for said amendment, to amend the
exercise price of the Warrants, to amend the conversion rate of the Notes and to
issue shares of Common Stock to the Lenders; and
WHEREAS,
the Company and the Lenders have consented to the proposed
amendments.
NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
covenants and agreements set forth below, the parties agree as
follows:
AGREEMENT
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1.
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Amendment of
Notes.
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a.
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The
last sentence of the first paragraph of the Notes is amended and replaced
in its entirety as follows:
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“This
Note shall mature and become due and payable in full on June 30, 2011 (the
“Maturity Date”) in accordance with the payment schedule in Section
1(b).”
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b.
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Section
1(b) of the Notes is amended and replaced in its entirety as
follows:
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“The
Principal shall be due and payable in accordance with the following payment
Schedule:
EXECUTION
VERSION
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Payment
Due Date
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Percent
of Initial Principal Amount Due
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April
30, 2010
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2.5%
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May
31, 2010
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2.5
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June
30, 2010
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2.5
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July
31, 2010
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4.0
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August
31, 2010
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4.0
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September
30, 2010
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4.0
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October
31, 2010
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6.0
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November
30, 2010
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6.0
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December
31, 2010
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6.0
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January
31, 2011
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8.0
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February
28, 2011
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8.0
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March
31, 2011
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8.0
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April
30, 2011
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12
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May
31, 2011
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12
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June
30, 2011
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14.5
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Notwithstanding
the foregoing, (i) any conversion of notes pursuant to Section 2 will result in
a dollar for dollar cancelation of the nearest term principal payments due (for
example, if $50,000 of notes are converted by a Borrower, the Company can delay
making principal payments to that Borrower until $50,000 of principal payments
have been skipped, then the payments will be due in accordance with the above
schedule), and (ii) the 10% interests payments due pursuant to Section 1 shall
be calculated based on the outstanding Principal on the date such interest
payment is due.”
c. Section
1(e) of the Notes is amended and replaced in its entirety as
follows:
“The
Borrower may prepay all or any part of the outstanding principal amount of this
Note, together with interest accrued, if any, upon not fewer than thirty (30)
days’ prior written notice to the Lender.”
EXECUTION
VERSION
d. Section
2(a) of the Notes is amended and replaced in its entirety as
follows:
“The
Lender shall have the option, at any time on or before the Maturity Date, to
convert the outstanding principal of this Note into fully-paid and nonassessable
shares of Borrower’s Common Stock at the rate per share equal to $0.80 (the
“Conversion Rate”).”
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2.
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Amendment of the
Warrants.
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a.
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The
last sentence of the first paragraph of the Warrants is amended and
replaced in its entirety as
follows:
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“The
Exercise Price or the Exercise Price Per Share shall be $1.00, in all events
subject to further adjustments as provided herein.”
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b.
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The
first sentence of Section 1 of the Warrants is amended and replaced in its
entirety as follows:
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“This
Warrant may be exercised in whole or in part by the Holder at any time after the
date hereof until 5:00 pm Eastern Time on December 31, 2011 (such period being
herein referred to as the “Exercise Period”).”
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3.
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Issuance of Common
Stock. As consideration for the Lenders entry into this
Agreement, the Company agrees to issue to the Lenders the number of shares
of Common Stock set forth opposite such Lender’s name under the heading
“Number of
Shares of Common Stock to be Issued Pursuant to this
Agreement.”
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4.
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No Other
Changes. All other terms of the Notes and Warrants shall
remain the same.
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5.
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Complete
Agreement. This Agreement together with the Notes and
Warrants contains a complete and exclusive statement of the agreement of
the parties with respect to the subject matter
hereof.
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6.
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Counterparts;
Signatures by Facsimile. This Agreement may be executed
in any number of counterparts, each of which shall be an original, but all
of which together shall constitute one instrument. This
Agreement, once executed by a party, may be delivered to the other parties
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this
Agreement.
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[Signature
Page Follows]
EXECUTION
VERSION
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
noted above.
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By:
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Name:
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Jing’xx
Xxxx
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Title:
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Chief
Executive Officer
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EXECUTION
VERSION
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PROFESSIONAL
OFFSHORE
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OPPORTUNITY
FUND, LTD.
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Xxxxxx
Xxxxxx, Manager
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Xxxxx
Xxxxxxxx
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Xxxxx
Xxxx
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Xxxxxxx
Xxxxx
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STRATEGIC
ALLIANCE FUND, L.P.
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Xxxxxx
Xxxxxxx, Manager
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STRATEGIC
ALLIANCE FUND II, L.P.
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Xxxxxx
Xxxxxxx, Co-Manager
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EXECUTION
VERSION
Exhibit
A
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Lender
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Principal
Amount of Notes
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Common
Shares Underlying Warrants
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Number
of Shares of Common Stock to be Issued Pursuant to this
Agreement
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Professional
Offshore
Opportunity
Fund, Ltd.
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$1,500,000
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375,000
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375,000
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Xxxxx
Xxxxxxxx
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$50,000
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12,500
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12.500
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Xxxxx
Xxxx
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$50,000
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12,500
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12,500
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Xxxxxxx
Xxxxx
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$25,000
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6,250
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6,250
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Strategic
Alliance Fund, L.P.
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$75,000
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18,750
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18,750
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Strategic
Alliance Fund II, L.P.
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$100,000
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25,000
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25,000
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Total
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$1,800,000
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450,000
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450,000
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