AMENDMENT NO. 1 TO THE PLEDGE
AGREEMENT
THIS AMENDMENT NO.
1 TO THE PLEDGE AGREEMENT, dated as of March 12, 2009 (the
“ Agreement ”), is entered into by BMP Sunstone
Corporation, a Delaware corporation (the “ Company
”), and Les Baledge, as agent for the Noteholders (in such
capacity, together with his successors in such capacity, the
“ Agent ”). Unless otherwise defined herein,
capitalized terms shall have the meanings assigned to such terms in
the Pledge Agreement (as defined below).
WHEREAS, the
Company issued $10,650,000 in principal amount of 12.5% Secured
Convertible Notes due July 1, 2011 (as amended, the “
Exchange Notes ”) on January 20, 2009;
WHEREAS, the
Company and the holders of the Exchange Notes entered into a Pledge
Agreement, dated January 20, 2009 (the “ Pledge
Agreement ”);
WHEREAS, the
Company anticipates issuing additional Exchange Notes and 12.5%
March Secured Convertible Notes due July 1, 2011;
WHEREAS, the
Company and the Agent desire to amend certain provisions of the
Pledge Agreement;
WHEREAS, pursuant
to Section 5.4 of the Pledge Agreement, the Company and the
Agent constitute all of the parties required to approve this
Agreement.
NOW, THEREFORE, in
consideration of the covenants and agreements contained herein and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. The first
paragraph of the Pledge Agreement that reads:
“This
PLEDGE AGREEMENT, dated as of January 20, 2009 (the “
Agreement ”), is by and among BMP Sunstone
Corporation, a Delaware corporation (the “ Company
”), the Noteholders identified on the signature pages hereto
(each, a “ Noteholder ” and collectively, the
“ Noteholders ”) and Les Baledge, as agent for
the Noteholders (in such capacity, together with his successors in
such capacity, the “ Agent ”).”
is amended and
restated in its entirety as follows:
“This
PLEDGE AGREEMENT, dated as of January 20, 2009 (the “
Agreement ”), is by and among BMP Sunstone
Corporation, a Delaware corporation (the “ Company
”), the Noteholders identified on the signature pages hereto
or a joinder agreement in the form of Exhibit A hereto (each,
a “ Noteholder ” and collectively, the “
Noteholders ”) and Les Baledge, as agent for the
Noteholders (in such capacity, together with his successors in such
capacity, the “ Agent ”).”
2. The first
paragraph in the Recitals of the Pledge Agreement that
reads:
“WHEREAS,
the Company and each of the Noteholders are parties to note
exchange agreements, each dated as of the date hereof
(collectively, as modified and supplemented and in effect from time
to time, the “ Note Exchange Agreements ”), that
provide, subject to the terms and conditions thereof, for the
issuance by the Company to each of the Noteholders, severally and
not jointly, certain 12.5% Secured Convertible Notes due
July 1, 2011 (collectively, the “ Exchange Notes
”) as more fully described in the Note Exchange
Agreements.”
is amended and
restated in its entirety as follows:
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