EXHIBIT 10.21
ADDENDUM TO EIGHT PERCENT SECURED
CONVERTIBLE SUBORDINATED NOTE
This ADDENDUM TO EIGHT PERCENT SECURED CONVERTIBLE SUBORDINATED NOTE
is entered into as of January 22, 1999, by and between CREATIVE MEDICAL
DEVELOPMENT, INC. ("Debtor") and XXXXXXX X. XXXX ("Secured Party").
1. On October 24, 1998, the parties executed a Eight Percent Secured
Convertible Subordinated Note (the "Subordinated Note").
2. Continued Effectiveness. Except as expressly modified by this
Addendum, all terms, conditions, agreements, and covenants set forth in the
Subordinated Note are hereby ratified and confirmed and shall continue in fill
force and effect.
3. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
them in the Subordinated Note.
4. Amendment of Section 3. Section 3 of the Subordinated Note is
hereby deleted and replaced with the following:
"3. Conversion. Lender shall have the right, exercisable at any time prior
to maturity upon written notice to Company, to convert the principal amount
hereofinto (a) shares of the Common Stock of the Company, at the conversion
price of $0.0644 (the "Conversion Price") of principal due under this Note
for one (1) fully paid and nonassessable share of Common Stock; and (b)
1041 shares of Series B Preferred Stock for each share of Common Stock
received in this conversion. Except as otherwise expressly set forth below
to the contrary in relation to the issuance of additional Shares, in the
event there is any change in the number of issued and outstanding shares of
stock of the Company due to the declaration of stock dividends or through
merger, consolidation or recapitalization resulting in stock split-ups or
combinations or exchanges of shares or otherwise, the number of shares of
Common Stock of the Company and/or Series B Preferred Stock into which the
principal amount of this Note may be converted and the Conversion Price
shall be adjusted proportionately by the Company. If after the date of this
Note and prior to Lender's exercise of its conversion rights, the Company
issues any class of Common or Preferred Stock or securities convertible
into or carrying a right to acquire Common Stock of the Company ("Shares"),
excluding any shares of Common Stock or Series B Preferred Stock issued
pursuant to any options, conversion rights, warrants or other agreements in
effect prior to the date of this Note, which are exercisable at a price of
$.89 per share or less, and also excluding the conversion rights granted to
other holders of the Eight Percent Secured Convertible Subordinated Notes
issued by Lender for any tranche of the aggregate maximum principal amount
of $275,160.00 (including the principal amount of this Note), then Lender
is granted a preemptive right to purchase additional shares of Common Stock
of the Company equal to its Pro Rata Share of such Shares, which must be
exercised concurrently with Lender's conversion of the principal amount of
this Note to Common Stock and Series B Preferred Stock of the Company. The
term "Pro Rata Share" means nineteen and six-tenths percent (19.6%). Lender
shall pay the Conversion Price for the Common Stock issued to Lender as its
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Pro Rata Share of the Shares concurrently with conversion of the principal
amount of this Note to Common Stock and Series B Preferred Stock of the
Company. As a condition to issuance of the Common Stock and Series B
Preferred Stock to Lender pursuant to this Section 3, Lender and Company
shall execute and deliver a Registration Rights Agreement in the form
delivered to Lender prior to or concurrently with delivery of this Note."
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as
of the date first set forth above.
COMPANY: CREATIVE MEDICAL DEVELOPMENT, INC
By: /s/ M. Xxxxxxx Xxx Xxxxxx
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Title: VP Finance & Treasurer
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LENDER:
/s/ Xxxxxxx X. Xxxx
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