Amendment to Convertible Note Purchase Agreement between GeNO LLC and Purchasers
This amendment, dated November 2, 2012, modifies the Convertible Note Purchase Agreement originally signed on July 27, 2010, between GeNO LLC and its purchasers. The amendment changes the definition of "New Equity Share Price" to specify it as the lower of the price of equity securities issued to The Medicines Company under a license agreement or the price per share issued to investors in the next new equity financing before the maturity date. All other terms of the original agreement remain unchanged.
Exhibit 4.3
AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT
THIS AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this Amendment) is made as of November 2, 2012, by and among GeNO LLC, a Delaware limited liability company (the Company), and the Purchasers named on the Schedule of Purchasers attached to the Convertible Note Purchase Agreement dated July 27, 2010 by and among the Company and the Purchasers, as amended (the Convertible Note Purchase Agreement).
WHEREAS, the Company and the Purchasers desire to amend the Convertible Note Purchase Agreement to modify the definition of New Equity Share Price as used therein.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions. As used in the Convertible Note Purchase Agreement, the term New Equity Share Price shall mean the lower of (a) the price of Equity Securities issued to The Medicines Company pursuant to a license agreement, if any, entered into with the Company and (b) the price per share of the Equity Securities issued and sold to venture capital or other financial institutional or strategic investors before the Maturity Date in the next New Equity Financing after the date of this Agreement.
2. All terms of the Convertible Note Purchase Agreement not modified by this Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to Convertible Note Purchase Agreement as of the date first above written.
GENO LLC | ||
By: | /s/ David H. Fine | |
David H. Fine | ||
Chief Executive Officer |
PURCHASERS: |