Warrant Amendment Agreement, dated February 14, 2019
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EX-10.5 6 azrx_ex105.htm WARRANT AMENDMENT Blueprint
Exhibit 10.5
AZURRX BIOPHARMA, INC.
760 Parkside Avenue, Suite 304 Brooklyn, New York 11226
February 14, 2019
To the Investor Signatories to The Note Purchase Agreement
Re:
Warrant Amendment
Reference is hereby made to those common stock purchase warrants set forth in Exhibit A hereto (each a “Warrant,” and together the “Warrants”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in each of the Warrants.
In connection with, and as partial consideration for, the sale and issuance of certain Senior Convertible Promissory Notes by AzurRx BioPharma, Inc. (the “Company”) to certain investor signatories to that certain Note Purchase Agreement, dated February 14, 2019 (“NPA”), the Company hereby agrees to amend each Warrant to decrease the Exercise Price thereof to $1.50 per share (the “Warrant Amendment”). This agreement shall only serve to amend the Exercise Price of each of the Warrants set forth on Exhibit A attached hereto, and all other terms of the Warrants shall remain in full force and effect.
In furtherance of the foregoing, the Company shall prepare, execute and deliver to the holder of each Warrant a formal amendment to each Warrant to effect the agreement of the Company set forth herein, on or before ten (10) business days from the date hereof.
Very truly yours,
AZURRX BIOPHARMA, INC.
By: /s/ Johan M. Spoor
Name: Johan M. Spoor
Title: Chief Executive Officer
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EXHIBIT A
Warrant Schedule
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Exhibit A
AzurRx Warrant Holdings:
Entity | Expiration Date | Number of Warrant Shares | Exercise Price | Location |
ADEC Private Equity Investments, LLC | 5/4/2021 | 273,598 | $5.58 | Morgan Stanley Account |
| | | | x4811 |
ADEC Private Equity Investments, LLC | 10/14/2021 | 371,143 | $5.50 | Morgan Stanley Account |
| | | | x4811 |
| | 644,741 | | |
EBR Ventures, LLC | 6/5/2022 | 100,000 (to buy 75,000 | $5.50 | Morgan Stanley Account x6005 |
| | common shares) | | |
| | 75,000 | | |
EBR Descendants GST Inv. Trust | 6/5/2022 | 215,000 (to buy 161,250 | $5.50 | Wilmington Trust |
| | common shares) | | |
| | 161,250 | | |
CEDA Investments, LLC | 6/5/2022 | 28,572 (to buy 21,429 | $5.50 | Morgan Stanley Account x6514 |
| | common shares) | | |
| | 21,429 | | |
Andrea C. Ross | 6/5/2022 | 28,572 (to buy 21,430 | $5.50 | Morgan Stanley Account x4358 |
| | common shares) | | |
| | 21,430 | | |
Dana T. Ross | 6/5/2022 | 28,572 (to buy 21,429 | $5.50 | Morgan Stanley Account x4208 |
| | common shares) | | |
| | 21,429 | | |
Charlotte Ross Canet | 6/5/2022 | 28,572 (to buy 21,429 | $5.50 | Morgan Stanley Account x4252 |
| | common shares) | | |
| | 21,429 | | |
Olivia Lutz Trust 2014 | 6/5/2022 | 57,143 (to buy 42,857 | $5.50 | Morgan Stanley Account x1298 |
| | common shares) | | |
| | 42,857 | | |
GRAND TOTAL | 1,009,565 | | |
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