Exhibit 10.21
FIRST AMENDMENT
TO
LOAN
AGREEMENT
This First Amendment to Loan
Agreement is entered into as of September 2, 2009 (the
“Amendment”), by and between AGILITY CAPITAL, LLC
(“Agility”) and ALPHA INNOTECH CORP., a Delaware
corporation (“Delaware Borrower”) and ALPHA INNOTECH
CORPORATION, a California corporation (“California
Borrower”, collectively with Delaware Borrower
(“Borrower”)).
RECITALS
Borrower and Agility are parties to
that certain Loan Agreement dated as of May 7, 2008 as amended
from time to time (the “Agreement”). The parties desire
to amend the Agreement in accordance with the terms of this
Amendment.
N OW ,
T HEREFORE
, the parties agree as
follows:
1. Montage Capital, LLC was a party to the
Agreement and referenced therein as “Montage” and/or as
“Lender”. All references in the Agreement to Montage
shall be deleted and all references to “Lender” or
“Lenders” shall mean and/or refer to Agility Capital,
LLC.
2. The reference to “Maturity Date” in
the Agreement is amended to read “December 1,
2010”.
3. The first sentence of Section 1(a)
(Payment) of the Agreement is amended to read: “Borrower
shall pay interest on the outstanding principal balance of the
Advance at a fixed rate per annum equal to 14%.”
4. On the date hereof, Delaware Borrower shall
deliver a Warrant to Purchase Stock to Lender in substantially the
form attached.
5. On May 1, 2010, Borrower will pay Lender a
fee equal to 5% of the balance of the outstanding Obligations as of
April 30, 2010.
6. Unless otherwise defined, all initially
capitalized terms in this Amendment shall be as defined in the
Agreement. The Agreement, as amended hereby, shall be and remain in
full force and effect in accordance with its respective terms and
hereby is ratified and confirmed in all respects. Except as
expressly set forth herein, the execution, delivery, and
performance of this Amendment shall not operate as a waiver of, or
as an amendment of, any right, power, or remedy of Agility under
the Agreement, as in effect prior to the date hereof. Borrower
ratifies and reaffirms the continuing effectiveness of all
instruments, documents and agreements entered into in connection
with the Agreement.
7. Borrower represents and warrants that the
representatio
