Exhibit 10.1
FIRST MODIFICATION, WAIVER AND
ACKNOWLEDGEMENT AGREEMENT
This First Modification, Waiver and
Acknowledgement Agreement (“Agreement”) dated as of
August 29, 2009 is entered into by and among Commonwealth
Biotechnologies Inc., a Virginia corporation (the
“Company”) and Fornova Pharmaworld, Ltd (Fornova) the
Note Holder identified on the signature page.
WHEREAS, the Company and Fornova are
parties to a Convertible Note dated August 29, 2008, relating
to an aggregate purchase of $500,000 of principal amount of secured
promissory notes (the “Notes”) of the Company
convertible into shares of the Company’s no par value common
stock; and
WHEREAS, the Company and Fornova
desire to further restructure the terms of the Notes to their
mutual benefit.
NOW THEREFORE, in consideration of
the mutual covenants and other agreements contained in this
Agreement, the Company and Fornova hereby agree as
follows:
1. Capitalized terms employed herein
shall have the meanings attributed to them in the Notes.
2. The Maturity Date of the Notes,
which are due to mature on August 28, 2009 is extended to
January 1, 2010.
3. The Company undertakes to use its
best efforts to immediately file a proxy statement for shareholder
approval to reduce the Conversion Price of the Notes to $0.50. In
the event shareholder approval is not obtained, the Conversion
Price will not be reduced to $0.50.
4. All interest which has accrued
through August 28, 2009 shall be deferred until
December 31, 2009 and shall be payable pursuant to the terms
of the Notes.
5. The Company acknowledges that the
holding period of the Notes and Common Stock issuable upon
conversion of the Notes commenced on August 29, 2008, for
purposes of Rule 144 under the Securities Act of 1933.
6. The Company undertakes to make a
public announcement on Form 8-K describing the terms of this
Agreement not later than the fourth business day after the
execution of this Agreement.
7. For the benefit of the parties
hereto, the Company hereby makes all the representations,
warranties, covenants undertakings and indemnifications contained
in the Notes, as if such representations were made by the Company
as of this date.
8. Subject to the modifications and
amendments provided herein, the Notes shall remain in full force
and effect, including but not limited to the accrual of interest
and liquidated damages, if any. Except as expressly set forth
herein, this Agreement shall not be deemed to be a waiver,
amendment or m
