<PAGE>
Exhibit 4.15
2005 SERIES B NOTE
IF AND TO THE EXTENT THAT THIS NOTE CONSTITUTES A SECURITY, THE
SECURITIES
REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT
OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS AND
HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO
OR FOR SALE
IN CONNECTION WITH ANY DISTRIBUTION THEREOF. IF AND TO THE EXTENT
THAT THIS NOTE
CONSTITUTES A SECURITY, THE SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN
OPINION OF
COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION AND QUALIFICATION ARE
NOT
REQUIRED.
AMENDED AND RESTATED SENIOR CONVERTIBLE PROMISSORY NOTE
New York, New York
$154,555
January 29, 2005
1.
Principal and
Interest.
Omrix Biopharmaceuticals, Inc. (the "Company"), a Delaware
corporation, for
value received, hereby promises indefeasibly to pay to the order of
Philippe
Romagnoli or holder (the "Holder") in lawful money of the United
States at the
address of the Holder set forth below or such other address as the
Holder may
specify by written notice, the principal amount of One Hundred
Fifty-Four
Thousand Five Hundred Fifty Five Dollars exactly ($154,555),
together with
interest at ten percent (10%) per annum, compounded annually, until
the maturity
of this Note, whether as scheduled or by acceleration or otherwise,
and,
thereafter, at the lesser of (i) fifteen percent (15%) per annum,
and (ii) the
maximum legal rate of interest that may be charged at any time on
such debt. All
computations of interest shall be made on the basis of a 365-day
year for actual
days elapsed.
(a) This Note is one of two series of notes constituting senior
unsecured obligations of the company being issued by the Company to
the Holder
and certain other holders (collectively with the Holder, the
"Aggregate
Holders") in the aggregate principal amount of $1,966,950. The
first series of
notes (which consist of a sole Note) in the aggregate principal
amount of
$752,148 (the "2005 Series A Note") is being issued by the Company
to the Holder
as an amendment and restatement of that certain note issued by the
Company on
September 20, 2002 in the face amount of $500,000 (the "2002 Senior
Note") to
the Holder. The second series of notes (which this note is part of)
in the
aggregate principal amount $1,214,802 (the "2005 Series B Notes")
is being
issued to the Aggregate Holders as an amendment and restatement of
those certain
notes issued by the Company on September 20, 2002 in the aggregate
face amount
of $982,500 (the "2002 Senior Notes") to the Aggregate Holders. The
Holder, as
holder of the 2002 Senior Note, agrees that (i) such amendment and
restatement
is in lieu of, and by its acceptance of this Note agrees to forego,
any and all
interest to which such holder was entitled under terms of the 2002
Senior Note
and to forgo any conversion right or privilege to which the Holder
was or could
have been entitled under the terms of the 2002 Senior Note, and
(ii) the
security interest granted by the company to secure the 2001 Senior
Notes and the
2002 Senior Notes has been terminated.
<PAGE>
(b) The principal of and accrued interest on this Note shall be
due
and payable on the earlier to occur of (i) December 30, 2007 (the
"Stated
Maturity Date"), or (ii) acceleration of this Note following an
Event of Default
(as defined below). The Company may prepay this Note at any time,
in whole or in
part, at 100% of the principal amount so prepaid, together with a
Prepayment
Premium as defined below plus accrued interest at the date of
prepayment. The
Holder of this Note may demand the repayment of this Note, together
with a
Prepayment Premium plus accrued interest at the date of prepayment,
upon the
occurrence of a Change in Control. As used in this Note, "Change of
Control"
means (y) the consummation of any transaction or series of related
transactions
that results in the holders of record of the Company's capital
stock immediately
prior to the transaction or transactions holding less than fifty
percent (50%)
of the voting power of the Company immediately after the
transaction or
transactions, including the acquisition of the Company by another
entity and any
reorganization, merger, consolidation or share exchange, or which
results in the
sale of all or substantially all of the assets of the Company or
(z) the
consummation of an underwritten public offering of the Company's
capital stock
(an "IPO"). "Change of Control" does not include a financing in
which the
Company issues shares of its capital stock (or securities
convertible into or
exercisable for shares of any of its capital stock) and existing
investors of
the Company, including the Company's note holders retain 50%
ownership or more
of the Company on an as converted fully diluted basis. For purposes
of the
subsection (c), if the consideration payable to the Company or its
stockholders
in connection with a Change of Control shall consist, in whole or
in part, of
securities or other property other than cash, the payment required
by this
subsection in connection with such Change of Control may, at the
option of the
Company, be made to the Holder in the form of such securities or
other property,
valued at the same value attributed to such securities or other
property in
connection with the Change of Control transaction.
Prepayment Premium - The multiple of the face amount as set forth
in the
following table with respect to the time of prepayment of this
note:
<TABLE>
<CAPTION>
Time
of Prepayment (no. of
Prepayment Premium in
months following issuance)
Multiple of Face Amount
--------------------------
-----------------------
<S>
<C>
up to 12 months
2.0x
more than 12 months, up to 24 months
1.0x
more than 24 months, up to 36 months
.5x
</TABLE>
(c) The Company shall deliver to the Holder a notice at least 20
days
prior to any Change of Control describing in reasonable detail all
material
terms of such Change of Control.
<PAGE>
(d) Upon payment in full or conversion in accordance with this Note
of
all principal, interest and other amounts payable in connection
with the Note,
the Note shall be surrendered to the Company for cancellation.
(e) The Company shall make all payments due hereunder at the
Holder's
address set forth on the books and records of the Company, or such
other place
as the Holder may designate by written notice to the Company. Each
payment shall
be applied to such indebtedness as Holder may direct in its
discretion.
(f) All payments under this Note shall be made unconditionally,
indefeasibly and in full without deduction, setoff, recoupment,
counterclaim, or
other defense, all of which are hereby waived to the maximum extent
permitted by
applicable law. If the Company or any of its affiliates have any
claim,
recoupment, setoff, defense or other right to the contrary, the
Company shall
notify Holder in writing immediately, and the Company represents
and warrants
that it presently has no such claims, recoupments, setoffs,
defenses or other
such rights.
(g) The Company also waives presentment, protest, presentation of
the
Note and any other condition precedent to payment to the
Holder.
(h) The Company shall pay all amounts due free and clear of and
without reduction or deduction for or on account of any present or
future taxes,
levies, charges, imports, duties, assessments, withholding or other
governmental
obligations, exclusive of any taxes based upon the income of the
Holder
(collectively called "Taxes"), and the Company shall increase such
amounts paid
to the Holder as needed in order to satisfy its obligations to
Holder net of any
Taxes. The Company shall indemnify Holder against and hold Holder
harmless from
any Taxes or any obligation of Holder to withhold or turn over any
amount for or
on account of any Taxes and any right of any holder of any
indebtedness which is
not asserted by written notice to the Holder, and on account of any
costs or
liabilities associated therewith. By its acceptance of this Note,
Holder
covenants and agrees with the Company that it will report or
declare any Taxes
paid by the Company on behalf of the Holder pursuant to this
subsection (i) as
having been paid by the Holder and will use any credit or deduction
in respect
of such Tax payment to reduce or offset its liability for Taxes in
the
jurisdiction in which it is a resident or domiciliary for Tax
purposes, and will
pay over to the Company any resulting net Tax savings attributable
to such
payment of Taxes by the Company.
2.
Event of Default
and Acceleration.
(a) The occurrence of any of the following shall constitute an
"Event
of Default" hereunder:
(i) The
Company shall fail to observe or perform any covenant or
agreement of the Company set forth in this Note.
(ii) Any representation or warranty made by or on behalf of the
Company in this Note or in any instrument or document furnished to
Holder in
connection herewith shall prove to be false or misleading in any
material
respect as of the most recent date such representation or warranty
was made,
except to the extent any such representation or warranty expressly
relates to an
earlier date.
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(iii) The Company or any of its subsidiaries at any time shall
be
in default (as principal or guarantor or other surety) in the
payment of any
principal of or premium or interest on any indebtedness for
borrowed money in
excess of $200,000 beyond the grace period, if any, applicable
thereto, except
any such default (A) as is being contested in good faith (and, if
necessary, by
appropriate proceedings) by the Company or the relevant subsidiary,
provided
that if required by generally accepted accounting principles the
Company or such
subsidiary shall have set aside on its books a sufficient reserve
with respect
to such indebtedness, or (B) where the failure to pay such
indebtedness when due
and any such related default would not have a material adverse
effect on the
business, properties, assets or condition (financial or otherwise)
of the
Company and its subsidiaries.
(iv) The Company or any of its subsidiaries shall (A) generally
not be paying its debts as they become due, (B) file, or consent,
by answer or
otherwise, to the filing against it of a petition for relief or
reorganization
or arrangement or any other petition in bankruptcy or insolvency
under the laws
of any jurisdiction, (C) make an assignment for the benefit of
creditors, (D)
conse
