Amendment to Secured Convertible Term Note between Laurus Master Fund, Ltd. and Transgenomic, Inc. dated March 24, 2005
This amendment is between Laurus Master Fund, Ltd. and Transgenomic, Inc. It modifies the terms of a Secured Convertible Term Note originally dated February 19, 2004. Laurus agrees to convert $650,000 of the outstanding principal into 1,250,000 shares of Transgenomic, Inc. by March 25, 2005. The converted amount will be applied to principal payments due through December 2005. The shares have been registered for resale with the SEC. The amendment is governed by New York law.
Exhibit 10.2
March 24, 2005
Via Telecopier ###-###-####
Transgenomic, Inc.
12325 Emmet Street
Omaha, Nebraska 68164
Attention: Chief Financial Officer
Re: Secured Convertible Termrrowing Note
Dear Mr. Summers:
Reference is hereby made to that certain Secured Convertible Term Note dated February 19, 2004 as amended dated April 15, 2004 made by Laurus Master Fund, Ltd. (Laurus) to Transgenomic, Inc. (the Company) (as amended, modified or supplemented from time to time, the Note). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Note.
Laurus and the Company hereby agree that notwithstanding the Fixed Conversion Price of $1.00 per share that is currently in effect under that certain Note, and notwithstanding any limitation on conversion set forth in Section 3.2 of the Note, Laurus will, at its sole option and not later than March 25, 2005 (the Conversion Date), convert $ 650,000 of the outstanding Principal Amount of the Note (the Conversion Amount) into 1,250,000 Conversion Shares as described in Article III of the Note. The Conversion Shares issued pursuant hereto have been registered for resale pursuant to a registration statement on Form S-3 (SEC No. 333-118970) which has been declared effective by the Securities and Exchange Commission and remains in effect. The Conversion Amount shall be applied to the principal payments due on the Note through November 2005 ($75,000 per month or $600,000), and the remaining amount of $50,000 shall be applied to reduce the principal payment due under the Note on December 1, 2005.
This Amendment to the Note shall be governed by, and construed in accordance with, the laws of the State of New York.
LAURUS MASTER FUND, LTD. | ||
By: | ||
David Grin Director |
Agreed and accepted on the date hereof | ||
TRANSGENOMIC, INC. | ||
By: | ||
Name: Title: |