Attached files
Exhibit
10.12
FIRST
AMENDMENT TO
MULTIPLE
ADVANCE PROMISSORY NOTE
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MAKER:
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microHelix,
Inc.
5300
Meadows Road, Suite 400
Lake
Oswego, Oregon 97035
Moore
Electronics, Inc.
5300
Meadows Road, Suite 400
Lake
Oswego, Oregon 97035
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HOLDER:
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Aequitas
Capital Management, Inc.
5300
Meadows Road, Suite 400
Lake
Oswego, Oregon 97035
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THIS
FIRST AMENDMENT TO MULTIPLE ADVANCE PROMISSORY NOTE ("Amendment") dated
effective December 31, 2009 is to that certain Multiple Advance Promissory Note
dated effective December 31, 2008, made and executed by microHelix, Inc., an
Oregon corporation and Moore Electronics, Inc. (together "Borrower"), in favor
of MH Financial Associates, LLC, an Oregon limited liability company ("Lender") in the
original principal amount of $300,000 (the "Note").
1. MAXIMUM ADVANCE AMOUNT
MODIFIED. Section 2 of the Note is hereby modified to read in
its entirety as follows:
"2. PROMISE TO
PAY. microHelix, Inc. and Moore Electronics, Inc.
(together, "Maker") jointly and
severally promise to pay to the order of Aequitas Capital Management, Inc.
("Holder") in
lawful money of the United States of America, the amounts of all advances
("Advances")
made by Holder to microHelix, Inc. under the Services Agreement and the Support
Arrangement, which will not exceed the sum of $360,000, together with
interest on the unpaid principal balance from the date hereof until paid in
full. Maker will pay Holder at Holder's address shown above or at
such other place as Holder may designate in writing."
2. PAYMENT AND MATURITY DATE
MODIFIED. Section 5 of the Note is hereby modified to read in
its entirety as follows:
"5. PAYMENT AND MATURITY;
APPLICATION OF PAYMENTS. Maker will pay all amounts
outstanding under this Note on the earliest of the
following: (a) December 31, 2010; (b) the closing of a loan
or other financing provided to Maker by a senior lender or other source in an
amount sufficient to pay off this Note; (c) the closing of a private
investment in public equity financing and/or any other financing event with
gross proceeds to Maker in excess of $1,000,000 (each of (a) through (c) is
individually the "Maturity Date");
provided, however, that after the occurrence of an Event of Default, the
outstanding principal and all accrued interest will be payable on
demand. Unless otherwise agreed or required by applicable law,
payments will be applied first to expenses for which Maker is liable hereunder
(including unpaid collection costs and late charges), next to accrued and unpaid
interest, and the balance to principal. In addition, the outstanding
principal balance and all accrued and unpaid interest will be due and payable in
the event of (x) a sale of all or substantially all of the assets of Maker, or
(y) the transfer of ownership or beneficial interest, by merger or otherwise, of
50% or more of the stock of Maker."
3. NO FURTHER
MODIFICATIONS. Except as set forth in this Amendment, the Note
shall continue unmodified and in full force and effect in accordance with its
terms. Capitalized terms not otherwise defined in this Amendment
shall have the meanings ascribed to them in the Note.
[Signature
page follows]
UNDER
OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDER AFTER
OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS MUST BE IN WRITING,
EXPRESS CONSIDERATION AND BE SIGNED BY LENDER TO BE ENFORCEABLE.
BORROWER
ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS OF THIS AMENDMENT AND BORROWER
AGREES TO ITS TERMS.
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BORROWER:
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MICROHELIX,
INC.
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By:
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/s/ Thomas A. Sidley
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Thomas
A. Sidley, President
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MOORE
ELECTRONICS, INC.
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By:
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/s/ Thomas A. Sidley
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Thomas
A. Sidley, President
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LENDER:
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AEQUITAS
CAPITAL MANAGEMENT, INC.
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By:
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/s/ Robert J. Jesenik
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Robert
J. Jesenik, President
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Signature
page to First Amendment to Multiple Advance Promissory Note