Exhibit 10.1
AMENDMENT TO
LOAN AGREEMENT AND SECURED PROMISSORY NOTE
AMENDED AGREEMENT dated as of April 23, 2007 by and between Integrated
Surgical Systems, Inc., a Delaware corporation ("ISS"), and Novatrix Biomedical,
Inc., a California corporation ("Novatrix").
WHEREAS, the parties entered into that certain Loan Agreement and Secured
Promissory Note dated August 4, 2006 (the "Original Loan Agreement");
WHEREAS, the parties are simultaneously entering into an amendment to that
certain Asset Purchase Agreement dated August 4, 2006; and
WHEREAS, the parties wish to amend the Original Loan Agreement as set forth
herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Paragraph (a) of the Original Loan Agreement is hereby amended to
replace the words "June 30, 2007" in the first line thereof in their
entirety with the words "September 30, 2007."
2. Section 1.3 of the Original Loan Agreement is hereby amended in its
entirety to read as follows:
"$350,000 per month payable commencing on July 1, 2007 and the
first day of each successive month thereafter until the earlier
of (i) September 1, 2007 or (ii) such time as Stockholder
Approval has been obtained."
3. Section 9.1 of the Original Loan Agreement is hereby amended in its
entirety to read as follows:
"Borrower fails to pay timely any of the principal amount due
under this Note or any accrued interest or other amounts due
under this Note within three (3) months from the date of a
meeting of the stockholders of Borrower in which Stockholder
Approval is not obtained; or"
4. This Agreement shall be construed in accordance with, and governed in
all respects by, the internal laws of the State of California (without
giving effect to principles of conflicts of laws).
5. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall
constitute one and the same instrument.
6. Any and all terms and provisions contained in the Original Loan
Agreement not otherwise amended pursuant to this Agreement shall
remain in full force and effect in accordance with the terms thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first day set forth above.
INTEGRATED SURGICAL SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Chief Executive Officer
NOVATRIX BIOMEDICAL, INC.
By: /s/ Xxxxxxx Xxxx
--------------------------------
Name: Xxxxxxx Xxxx
Title: President
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