Exhibit 10.1


 


 


AMENDMENT TO SECURED PROMISSORY NOTE


 


This Amendment to Secured Promissory
Note (this “Amendment”) is entered into as of October 21, 2022, by and among Uptown Capital, LLC, a Utah limited liability
company (“Lender”), Nemaura Medical Inc., a Nevada corporation (“Nemaura”), Dermal Diagnostics Limited,
a company incorporated in England and Wales (company no. 6795555) (“Dermal Diagnostics”), and Trial Clinic Limited,
a company incorporated in England and Wales (company no. 7490577) (“Trial Clinic,” and together with Nemaura and Dermal
Diagnostics, “Borrower”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to such terms in the Note (as defined below).


 


A.                 
Borrower previously issued to Lender that certain Secured Promissory Note in the original principal
amount of $24,015,000.00 dated February 8, 2021 (as previously amended, the “Note”) pursuant to that the certain Note
Purchase Agreement among Borrower and Lender (the “Note Purchase Agreement,” and together with the Note and all documents
entered into in connection therewith, the “Transaction Documents”).


 


B.                 
Lender and Borrower have agreed, subject to the terms, amendments, conditions and understandings
expressed in this Amendment, to extend the Maturity Date and reduce the Maximum Monthly Redemption Amount applicable from March 2023 until
the Note is paid in full. 


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.       Recitals.
Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby
incorporated into and made a part of this Amendment.


 


2.       Maturity
Date. The Maturity Date is hereby extended to July 1, 2024 (the “Extension”). In consideration of Lender’s
grant of the Extension, its fees incurred in preparing this Amendment and other accommodations set forth herein, Borrower agrees to pay
to Lender an extension fee in the amount of five percent (5%) of the Outstanding Balance (the “Extension Fee”). The
Extension Fee is hereby added to the Outstanding Balance of the Note as of the date of this Amendment. Lender and Borrower further agree
that the Extension Fee is deemed to be fully earned as of the date hereof and that the Extension Fee tacks back to the date of the Note
for Rule 144 purposes. Borrower represents and warrants that as of the date hereof the Outstanding Balance of the Note, following the
application of the Extension Fee, is $813,833.96.


 


3.       Redemption
Amount. Borrower and Lender previously agreed to reduce the Maximum Monthly Redemption Amount from $2,000,000.00 to $500,000.00 from
June 2022 to February 2023, which reduction will remain in force. Borrower and Lender agree that the Maximum Monthly Redemption Amount
is hereby reduced from $2,000,000.00 to $1,000,000.00 during the period beginning March 2023 until the Note is paid in full; provided,
however, that upon the occurrence of an Event of Default under the Note, the Maximum Monthly Redemption Amount will automatically
be increased back to $2,000,000.00.


 


4.       Representations
and Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors and
assigns, hereby acknowledges, represents, warrants and agrees as follows:


 


(a)Borrower has full power
and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have
been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental
authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of Borrower hereunder.


 


(b)There is no fact known
to Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment which would materially and adversely
affect the understanding of Lender expressed in this Amendment or any representation, warranty, or recital contained in this Amendment.


 


 






    	 



    	 



    

(c)Except as expressly
set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the
terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or
otherwise affect the liability and obligations of Borrower under the terms of the Transaction Documents.


 


(d)       Borrower
has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action
of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with,
the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution
of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms
or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment,
claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes
of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Amendment by
Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter
or precedent upon which any claim or liability may be asserted.


 


5.       Certain
Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been
or shall be given by Lender to Borrower in connection with the amendment to the Note granted herein.


 


6.       Other
Terms Unchanged. The Note, as amended by this Amendment remains and continues in full force and effect, constitutes legal, valid,
and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after
the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between the terms
of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment.
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 to, any right, power, or remedy of Lender under the Note, as in effect prior to the date hereof. For the avoidance of
doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Note.


 


7.       No
Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders,
representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors,
or employees except as expressly set forth in this Amendment and the Transaction Documents and, in making its decision to enter into the
transactions contemplated by this Amendment, Borrower is not relying on any representation, warranty, covenant or promise of Lender or
its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.


 


8.       Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


8.       Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.


 


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page follows]


 


 




    	 



    	 



    


IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date set forth above.


 


LENDER:


 


Uptown
Capital, LLC


 


 


By: /s/ John M. Fife


John M. Fife, President


 


BORROWER:


 


Nemaura Medical Inc.


 


 


By:/s/ Dewan F. H. Chowdhury


Dewan F. H. Chowdhury, CEO


 


 


Dermal Diagnostics Limited


 


 


By:/s/ Dewan F. H. Chowdhury


Dewan F. H. Chowdhury, CEO


 


 


Trial Clinic Limited


 


 


By:/s/ Dewan F. H. Chowdhury


Dewan F. H. Chowdhury, CEO