AMENDMENT NO. 3 TO CONVERTIBLE PROMISSORY NOTE OF FLUOROPHARMA MEDICAL, INC.
Exhibit 4.2
AMENDMENT NO. 3 TO
OF
THIS
AMENDMENT NO. 3 TO CONVERTIBLE PROMISSORY NOTE OF FLUOROPHARMA
MEDICAL, INC. (this “Amendment”), dated as of November
__, 2016, is made by FluoroPharma Medical, Inc., a Nevada
corporation (the “Company” or the
“Borrower”), and the undersigned holders (each, a
“Holder” and, collectively, the “Holders”).
The Company and the Holders are sometimes referred to individually
as “Party” and collectively as the
“Parties”.
RECITALS
WHEREAS, the
Company and the Holders entered into a Note and Warrant Purchase
Agreement commencing on MM/DD/YY, as amended (the
“Purchase
Agreement”) pursuant to which the Company issued
convertible promissory notes, as amended (the “Notes”) to the
Holders;
WHEREAS,
the Notes may be amended only by a written instrument executed by
the Company and the Holders holding a majority of the aggregate
principal amount of the Notes; and
WHERAS, the Holders hold a
majority of the aggregate principal amount of the Notes outstanding
as of the date hereof; and
WHEREAS,
the Company and the Holders desire to amend certain provisions of
the Note, as amended by this Amendment, as described
herein;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:
AMENDMENT
1. Capitalized Terms. Capitalized
terms used but not defined herein shall have the meanings ascribed
to such terms in the Note.
2. Amendments to
Note.
(a) The Maturity Date
as defined in the first paragraph of the Notes shall be deleted and
extended by an additional six months such that
“MM/DD/YY” shall be substituted in lieu
thereof.
3. Ratification. Except as
expressly amended hereby, all of the terms, provisions and
conditions of the Note are hereby ratified and confirmed in all
respects by each Party hereto and, except as expressly amended
hereby, are, and hereafter shall continue, in full force and
effect.
4. Entire Agreement. This
Amendment, Amendment No. 2 to the Notes, Amendment No.1 to the
Notes and the Notes and Purchase Agreement (as may have been
amended) constitute the entire agreement of the Parties with
respect to the subject matter hereof and supersede all prior and
contemporaneous agreements and understandings, both written and
oral, between the Parties with respect thereto.
5. Conflicting Terms. In the event
of any inconsistency or conflict between the Note and this
Amendment, the terms, conditions and provisions of this Amendment
shall govern and control.
6. Amendments. No amendment,
supplement, modification or waiver of this Amendment shall be
binding unless executed in writing by all Parties
hereto.
7. Counterparts. This Amendment
may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall
constitute but one contract.
8. Governing Law. This Amendment
shall be governed by and construed in accordance with the internal
laws of the State of New York, without giving effect to the choice
of law provisions.
9. Successors and Assigns. This
Amendment shall be binding upon and inure to the benefit of the
Parties hereto and their respective permitted successors and
assigns.
[Signature pages follow]
IN WITNESS
WHEREOF, the parties hereto
have executed this Amendment No. 3 to Promissory Note as of the
date set forth above.
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COMPANY:
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By:
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Name: Xxxxxx X.
Tulip
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Title: CEO and
President
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HOLDER:
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By:
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Name:
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Title:
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