Exhibit 10.53
FIRST AMENDMENT TO
LOAN EXTENSION AGREEMENT
This First Amendment to Loan Extension Agreement (this "Amendment") is
entered into by and between Polar Molecular Corporation, a Delaware corporation
(the "Company"), and Xxxxxxxx Holdings, Inc. (the "Holder") to be effective as
of January 31, 2003.
RECITALS
A. The Company issued to the Holder a Promissory Note (the "Note") in the
principal amount of $200,000 dated as of October 19, 2001;
B. The Holder and the Company have entered into a Loan Extension Agreement
(the "Loan Extension Agreement"), pursuant to which certain terms of the
Note have been amended; and
C. The Holder and the Company now desire to amend the Loan Extension to
provide for the extension of additional credit under the Note in the
aggregate principal amount of $25,000 (the "Additional Credit Amount"); and
D. The Holder and the Company acknowledge that the outstanding principal
amount under the Note as of January 31, 2003 after giving effect to this
Amendment is $225,000.
AGREEMENT
In consideration of the foregoing and the mutual promises contained herein,
the Holder and the Company hereby agree as follows:
1. Section 1 of the Loan Extension Agreement is hereby amended to read in its
entirety as follows:
"1. Section 1 of the Note is hereby amended to read in its entirety as
follows:
"1. Conversion. The holder of this Note (the "Holder") is entitled, at its
option, on the Maturity Date to notify the Company to convert up to fifty
percent (50%) of the outstanding principal amount of this Note into options
to purchase fully paid and nonassessable shares of common stock, $0.0001
par value, of the Company ("Common Stock"), at the initial price of $.20
per share of Common Stock (the "Conversion Price"). The Conversion Price
shall be subject to adjustment as specified in Section 5 hereof. Conversion
of this Note shall be effected by surrender of this Note to the Company at
its address specified below (or such other address as the Company shall
have given written notice to the Holder hereof), together with a request
that this Note be converted to options to purchase Common Stock as
specified herein.""
2. A new paragraph shall be added to the Loan Extension Agreement to read in
its entirety as follows:
"7. Principal Amount. As of January 31, 2003, the principal amount
outstanding under the Note shall be increased by $25,000 and all
references to outstanding principal contained in the Note shall hereby
be changed to "$225,000" (which represents the aggregate principal
amount outstanding under the Note as of January 31, 2003).
Notwithstanding the extension of the Additional Credit Amount,
interest shall not accrue against the Additional Credit Amount prior
to February 1, 2003; following which date interest shall accrue as
provided in the Note on the aggregate principal amount of $225,000."
3. Wire Transfer of Funds. Holder hereby agrees to wire transfer the
Additional Credit Amount as follows:
Holme Xxxxxxx & Xxxx LLP - Trust Account
Held for: Polar Molecular Corporation 46887-00050
Account No. 1010920111
Routing No. 000000000
Xxxxx Fargo Bank West, N.A.
0000 Xxxxxxxx, Xxxxxx, XX 00000
4. Consideration. As consideration for entering into this Amendment, the
Company (i) has agreed to reduce the conversion price of the convertible
portion of the Note as reflected in paragraph 1 of this Amendment and (ii)
shall issue the Holder 25,000 shares of the Company's common stock.
5. No Other Changes. Except as explicitly amended by this Amendment, all of
the terms and conditions of the Loan Extension Agreement shall remain in
full force and effect.
[Signature Page Follows]
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The undersigned have executed this Amendment to be effective as of the date
first set forth herein.
COMPANY:
POLAR MOLECULAR CORPORATION
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Xxxx X. Xxxxxx, President and
Chief Executive Officer
HOLDER:
XXXXXXXX HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Xx., President
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