AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Exhibit
10.2
AMENDMENT
TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
This
Amendment to Convertible Note and Warrant Purchase Agreement (this “Amendment”)
is
entered into effective as of October 24, 2008 (the “Effective
Date”),
by
and between AVAX Technologies, Inc., a Delaware corporation (the “Company”),
and
each of the purchasers (the “Purchasers”)
of the
Company’s 6% Convertible Notes Due December 31, 2008 (the “Convertible
Promissory Notes”)
issued
pursuant to that certain Convertible Note and Warrant Purchase Agreement, dated
as of October 24, 2008 (the “Purchase
Agreement”),
by
and between the Company. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement.
WHEREAS,
the Purchase Agreement currently requires that no Convertible Promissory Notes
or Warrants may be issued thereunder for an aggregate principal amount of
Convertible Promissory Notes of less than $1,500,000; and
WHEREAS,
the Company and the Purchasers desire to amend the Purchase Agreement to reduce
the minimum aggregate principal amount of Convertible Promissory Notes that
are
required to be issued thereunder as part of the Closing from $1,500,000 to
$1,291,000.
NOW,
THEREFORE, in consideration of the foregoing and the promises and covenants
contained herein, and for other good and valuable consideration, the receipt
of
which is hereby acknowledged, the parties hereto agree as follows:
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1.
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Amendment
to Section 2 of the Purchase Agreement.
Section 2 of the Purchase Agreement is hereby amended and restated
in its
entirety as follows:
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“Section
2. Closing.
The
closing (the “Closing”) of the purchase and sale of each Note and the Warrant
(the “Transaction”) will take place by telephone, facsimile and express mail on
such date as each Purchaser and the Company may agree, provided that no Notes
or
Warrants may be issued by the Company pursuant to this Agreement after [_____],
2008 or for an aggregate principal amount of Notes of less than $1,291,000,
which shall include the funds provided to the Company over the prior three
months by certain members of the Company’s board of directors and Xxxx Xxxxx in
the aggregate amount of $191,000. The date of the Closing for each Purchaser
is
referred to as the “Closing Date.” At the Closing, each Purchaser shall
deliver to the Company, by check or wire transfer of immediately available
funds
to the Company’s bank account, the Purchase Price, and the Company shall issue
and deliver to each Purchaser a Note and a Warrant against payment of the
Purchase Price.”
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2.
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Effect
of Amendment.
Except as expressly modified by this Amendment, the Purchase Agreement
and
the Convertible Promissory Notes shall remain unmodified and in full
force
and effect.
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3.
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Governing
Law.
This Amendment shall be construed and enforced in accordance with,
and the
rights of the parties shall be governed by, the laws of the State
of
Delaware, without giving effect to the principles of conflicts of
law
thereof.
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4.
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Counterparts.
This Amendment may be executed in any number of counterparts and
signatures delivered by facsimile, each of which shall be deemed
an
original, but all of which together shall constitute one
instrument.
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IN
WITNESS HEREOF, the parties hereto have executed this Amendment as of the date
first written above.
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COMPANY:
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AVAX
TECHNOLOGIES, INC.
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By:
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________________________________ | |
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Xxxxxxxx
Xxxxxxxx, Chief Executive Officer
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Address:
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0000
Xxxxxxxx Xxxxxx, Xxxxx 000
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Xxxxxxxxxxxx,
XX 00000
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PURCHASERS:
By:
__________________________
Name:
__________________________
By:
__________________________
Name:
__________________________
By:
__________________________
Name:
__________________________
By:
__________________________
Name:
__________________________
By:
__________________________
Name:
__________________________
