FIRSTAMENDMENT TO MULTIPLEADVANCE PROMISSORY NOTE
EX-10.12 20 v170600_ex10-12.htm
Exhibit 10.12
FIRST AMENDMENT TO
MULTIPLE ADVANCE PROMISSORY NOTE
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MAKER: | microHelix, Inc. 5300 Meadows Road, Suite 400 Lake Oswego, Oregon 97035 Moore Electronics, Inc. 5300 Meadows Road, Suite 400 Lake Oswego, Oregon 97035 | HOLDER: | Aequitas Capital Management, Inc. 5300 Meadows Road, Suite 400 Lake Oswego, Oregon 97035 |
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THIS FIRST AMENDMENT TO MULTIPLE ADVANCE PROMISSORY NOTE ("Amendment") dated effective December 31, 2009 is to that certain Multiple Advance Promissory Note dated effective December 31, 2008, made and executed by microHelix, Inc., an Oregon corporation and Moore Electronics, Inc. (together "Borrower"), in favor of MH Financial Associates, LLC, an Oregon limited liability company ("Lender") in the original principal amount of $300,000 (the "Note").
1. MAXIMUM ADVANCE AMOUNT MODIFIED. Section 2 of the Note is hereby modified to read in its entirety as follows:
"2. PROMISE TO PAY. microHelix, Inc. and Moore Electronics, Inc. (together, "Maker") jointly and severally promise to pay to the order of Aequitas Capital Management, Inc. ("Holder") in lawful money of the United States of America, the amounts of all advances ("Advances") made by Holder to microHelix, Inc. under the Services Agreement and the Support Arrangement, which will not exceed the sum of $360,000, together with interest on the unpaid principal balance from the date hereof until paid in full. Maker will pay Holder at Holder's address shown above or at such other place as Holder may designate in writing."
2. PAYMENT AND MATURITY DATE MODIFIED. Section 5 of the Note is hereby modified to read in its entirety as follows:
"5. PAYMENT AND MATURITY; APPLICATION OF PAYMENTS. Maker will pay all amounts outstanding under this Note on the earliest of the following: (a) December 31, 2010; (b) the closing of a loan or other financing provided to Maker by a senior lender or other source in an amount sufficient to pay off this Note; (c) the closing of a private investment in public equity financing and/or any other financing event with gross proceeds to Maker in excess of $1,000,000 (each of (a) through (c) is individually the "Maturity Date"); provided, however, that after the occurrence of an Event of Default, the outstanding principal and all accrued interest will be payable on demand. Unless otherwise agreed or required by applicable law, payments will be applied first to expenses for which Maker is liable hereunder (including unpaid collection costs and late charges), next to accrued and unpaid interest, and the balance to principal. In addition, the outstanding principal balance and all accrued and unpaid interest will be due and payable in the event of (x) a sale of all or substantially all of the assets of Maker, or (y) the transfer of ownership or beneficial interest, by merger or otherwise, of 50% or more of the stock of Maker."
3. NO FURTHER MODIFICATIONS. Except as set forth in this Amendment, the Note shall continue unmodified and in full force and effect in accordance with its terms. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Note.
[Signature page follows]
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.
BORROWER ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS OF THIS AMENDMENT AND BORROWER AGREES TO ITS TERMS.
BORROWER: | MICROHELIX, INC. | |
By: | /s/ Thomas A. Sidley | |
Thomas A. Sidley, President | ||
MOORE ELECTRONICS, INC. | ||
By: | /s/ Thomas A. Sidley | |
Thomas A. Sidley, President | ||
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LENDER: | AEQUITAS CAPITAL MANAGEMENT, INC. | |
By: | /s/ Robert J. Jesenik | |
Robert J. Jesenik, President |
Signature page to First Amendment to Multiple Advance Promissory Note