FIRST AMENDED SECURITIES PURCHASE AGREEMENT

EX-10.23 3 tdlp_ex1023.htm AMENDMENT tdlp_ex1023.htm
EXHIBIT 10.23
 
FIRST AMENDED SECURITIES PURCHASE AGREEMENT
 
This First Amended Securities Purchase Agreement (this “Amended Agreement”) is dated as of December 31, 2011 (and made effective as of November 21, 2011), between Transdel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and DermaStar International, LLC (the “Purchaser”).
 
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company and the Purchaser entered into a Securities Purchase Agreement dated November 21, 2011 (the “Purchase Agreement” which is also attached hereto as Exhibit A).
 
WHEREAS, the Company and the Purchaser desire to amend the Purchase Agreement.
 
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
 
 
AMENDMENT
 
 
Section 4.9 of the Purchase Agreement shall be amended and replaced as follows:
 
Conversion Into and Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, the maximum allowable number of shares of Common Stock under the Company's Amended and Restated Certificate of Incorporation necessary to issue Conversion Shares pursuant to any conversion of the Preferred Shares.  However, the Purchaser shall agree to not convert more than five (5) of the Preferred Shares until such time as there are sufficient shares of Common Stock available for such conversion of the remaining balance of the same Preferred Shares.
 
 (Signature Pages Follow)
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
 
TRANSDEL PHARMACEUTICALS, INC.     Address for Notice:  
         
         
By:
/s/ Jeffrey Abrams
    
Fax:
  
         Name: Jeffrey Abrams
    
 
  
         Title:    Director
    
 
  
With a copy to (which shall not constitute notice):        
         
 
 

 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
 
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
 
DERMASTAR INTERNATIONAL, LLC
     Address for Notice:  
         
         
By:
/s/ Mark Baum
    
Fax:
  
         Name: Mark Baum
    
 
  
         Title:    Managing Member
    
 
  
With a copy to (which shall not constitute notice):        
 
 
 
 
 
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
 
 
 
 
Exhibit A
 
Securities Purchase Agreement