AMENDMENT NO. 1 TO
BRIDGE LOAN AGREEMENT
This Amendment
No. 1 (“Amendment No. 1”) to that certain
Bridge Loan Agreement dated June 16, 2003 (the
“Agreement”) by and among Restore Medical, Inc., a
Minnesota corporation (the “Company”), and the
investors listed on Schedule A thereto (the
“Purchasers”) is made and entered into this 9
th day of December, 2003 by and among the Company
and the Purchasers. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the
Agreement.
WHEREAS, pursuant
to Section 10.7 of the Agreement, the parties reserved the
right to amend the Agreement.
WHEREAS, the
parties desire to amend the Agreement, and, in accordance with
Section 10.7 of the Agreement, this Amendment No. 1 has
been authorized and approved by the Company and Purchasers holding
at least a majority of the principle amount of the Notes issued
pursuant to the Agreement.
NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the Company and the undersigned Purchasers agree to
and hereby amend and modify the following sections, paragraphs, and
terms of the Agreement in the following respects:
1. Section 1
of the Agreement is deleted in its entirety, and the following is
substituted in its place:
“1.
Authorization of the Notes and Warrants . The Company has
authorized the issuance and sale of subordinated convertible notes
up to an aggregate principal amount of $5,374,462.49, bearing
interest at a rate of 12% per annum, substantially in the form
attached hereto as Exhibit A (collectively, the
“Notes”), and warrants to purchase up to an aggregate
of 671,914 shares of the Company’s Common Stock,
substantially in the form attached hereto as Exhibit B
(collectively, the “Warrants”).”
2. Clause
(b) of Section 2 of the Agreement is deleted in its
entirety, and the following is substituted in its place:
“(b) in
exchange for the Purchase Price of Warrant, a Warrant to purchase
the number of shares of Common Stock set forth opposite the name of
each such Purchaser at an exercise price of $0.01 per
share.”
3. The last
sentence set forth in Section 7.1 of the Agreement is deleted
in its entirety, and the following is substituted in its
place:
