AMENDMENT NO. 3 TO CONVERTIBLE PROMISSORY NOTE OF FLUOROPHARMA MEDICAL, INC.

 

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”.

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:

(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.