Exhibit 10.2
AMENDMENT NO. 1 TO LOAN AGREEMENT
AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Agreement"), dated as of November
10, 2005, by and between CARDIMA, INC. (the "Borrower") and APIX INTERNATIONAL
LIMITED ("Apix"), each a party to the Loan Agreement (the "Loan Agreement")
entered into as of August 28, 2005, and the Warrant Agreement ("Warrant") dated
as of August 28, 2005. All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided to such terms in the
Loan Agreement.
W I T N E S S E T H :
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WHEREAS, the parties wish to amend the Loan Agreement to extend the date by
which the Company is required to file a registration statement, in accordance
with Section 10(b)(i) thereof, registering all of the shares of Common Stock
issued or issuable with respect to the Warrant;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
ARTICLE ONE
AMENDMENT TO LOAN AGREEMENT
SECTION 1.1 Amendment to Loan Agreement. By executing this Agreement, the
Borrower and Apix hereby agree and acknowledge that Section 10(b)(i) of the Loan
Agreement is hereby amended by deleting "September 30, 2005" and inserting in
the place of such deletion "January 1, 2006."
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Counterparts.This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered (including delivery by way of
facsimile) shall be an original, but all of which shall together constitute one
and the same instrument. A complete set of counterparts shall be lodged with the
Borrower.
SECTION 2.2 Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California,
excluding conflict of law principles that would cause the application of laws of
any other jurisdiction.
SECTION 3.3 Effective Date. This Agreement shall become effective (the
"Effective Date") as of the date first referenced above.
SECTION 3.4 Effect of Amendment. From and after the Effective Date, the
Loan Agreement and all references to the Loan Agreement pursuant to the Loan
Agreement and the other documents referenced therein shall be deemed to be
references to the Loan Agreement as modified hereby. This Agreement is limited
as specified and shall not constitute a modification, amendment, acceptance or
waiver of any other provision of the Loan Agreement or any other document
referenced therein or herein.
SECTION 3.5 Headings. The article, section and subsection headings in this
Agreement are for convenience only and shall not constitute a part of this
Agreement for any other purpose and shall not be deemed to limit or affect any
of the provisions hereof.
SECTION 3.6 Further Assurances. From and after the date of this Agreement,
upon the request of any party hereto, each party shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
* * * * *
IN WITNESSES WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
BORROWER:
CARDIMA, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
LENDER:
APIX INTERNATIONAL LIMITED
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Director
