Amendment to Loan Agreement dated March 9, 2017 between RenovaCare, Inc. and Joseph Sierchio

EX-10.2 4 rcar_ex102.htm AMENDMENT TO LOAN AGREEMENT rcar_ex102.htm

EXHIBIT 10.2

 

Amendment to Loan Agreement

 

THIS AMENDMENT TO LOAN AGREEMENT is dated as of March 9, 2017 (this “Amendment”), by and between RenovaCare, Inc., a corporation organized under the laws of the State of Nevada (“Borrower”), and Joseph Sierchio, a resident of the State of New York (“Creditor”).

 

W I T N E S S E T H:

 

WHEREAS, Creditor and Borrower have entered into a loan agreement dated as of February 23, 2017 (the “Loan Agreement”) pursuant to which Creditor provided a loan in the principal amount of $25,000 (all capitalized but undefined terms used herein shall have the meaning set forth in the Loan Agreement); and

 

WHEREAS, Creditor and Borrower wish to amend the Loan Agreement as set forth herein;

 

NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants hereinafter set forth and intending to be legally bound hereby, agree as follows:

 

I. Amendment

 

Section 2.04 of the Loan Agreement is deleted in its entirety and the following inserted in lieu thereof:

 

2.04 Conversion of Loan. Beginning on the one month anniversary of the Closing Date, the Creditor, at its sole and absolute discretion, shall have the right but not obligation, to convert any portion of the Loan, including all interest then due thereon, into shares of the Borrower’s common stock at a price (the “Conversion Price”) equal to the lesser of: (i) $3.45, or (ii) a twenty percent (20%) discount to the average closing price of the Borrower’s common stock as quoted on the OTC Markets Group Inc. QB tier (the “OTCQB”) for the five (5) days prior to the date on which the Creditor provides the Borrower with a notice to convert the Loan pursuant to this Section 2.04, subject to a floor price of $2.76 per share.”

 

II. Promissory Note

 

The parties hereto agree that the Promissory Note issued by Borrower to Creditor pursuant to the Loan Agreement shall be read to include the changes set forth in this Amendment regardless of whether a replacement Promissory Note is issued. Creditor may request Borrower to issue a replacement Promissory Note, in which case Creditor shall forward the original Promissory Note to Borrower marked “CANCELLED.”

 

III. Continuing Effect of the Loan Agreement

 

Except as specifically amended by this Amendment, the terms and conditions of the Loan Agreement remain in full force and effect.

 

This Amendment may be executed by facsimile or in .pdf electronic format and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one agreement binding on both parties.

 

[SIGNATURE PAGE FOLLOWS]


 
1
 
 

 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written.

 

 

RenovaCare, Inc.

       
By: /s/ Thomas Bold

 

Name:

Thomas Bold  
  Title: President and Chief Executive Officer  
       

 

 

Joseph Sierchio

       
By: /s/ Joseph Sierchio

 

Name:

Joseph Sierchio  
     

 

2