SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE AND WARRANTSenior Secured Convertible Note and Warrant • January 11th, 2016 • Kempharm, Inc • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTE AND WARRANT (this “Amendment”), effective as of January 6, 2016, amends certain terms of (i) that certain Senior Secured Convertible Note in the original principal amount of $10,000,000 issued by KemPharm, Inc., a Delaware corporation (the “Company”), to Deerfield Private Design Fund III, L.P. (the “Holder”) on June 2, 2014, as amended by that certain First Amendment to Facility Agreement, Senior Secured Convertible Note and Warrant, dated as of March 6, 2015, (the “Note”), and (ii) that certain warrant number W-74, issued by the Company to the Holder on June 2, 2014, relating to the right of the Holder to purchase from the Company 1,923,077 fully paid and nonassessable shares of common stock of the Company, as amended by that certain First Amendment to Facility Agreement, Senior Secured Convertible Note and Warrant, dated as of March 6, 2015, (the “Warrant”).
VITAL LIVING, INC. 5080 N. 40th Street Suite 105 Phoenix, Arizona 85018Senior Secured Convertible Note and Warrant • December 19th, 2003 • Skyepharma PLC • Pharmaceutical preparations
Reference is made to the Senior Secured Convertible Note (the "Note") and the Warrant (the "Warrant"), each as entered into by and between SkyePharma PLC ("SkyePharma") and Vital Living, Inc. ("Vital Living"), on the date hereof. Vital Living hereby agrees as follows, which agreements shall be in addition to its obligations with respect to delivering the Redemption Notices, as defined in each of the Note and the Warrant, contained in the Preamble, Section 4 and Section 13 of the Note and the Section 1, Section 8 and Section 12 of the Warrant, to SkyePharma. Vital Living agrees that, in the case of Redemption Notices sent pursuant to the Preamble and Section 13 of the Note and Section 8 and Section 12 of the Warrant, but not in the case of Section 4 of the Note, upon conclusion of the twenty (20) business day notice period specified in such sections, if SkyePharma has not provided written notice to Vital Living indicating that it is electing to accept the price for redemption specified
