SEC Connect





 











Exhibit 4.4



 



AMENDMENT NO. 5 TO



 PROMISSORY NOTE



OF



FLUOROPHARMA MEDICAL, INC.


 


 


THIS
AMENDMENT NO. 5 TO PROMISSORY NOTE OF FLUOROPHARMA MEDICAL, INC.
(this “Amendment”), dated as of January 22, 2017, is
made by FluoroPharma Medical, Inc., a Nevada corporation (the
“Company” or the “Borrower”), and the
undersigned holders (each, a “Holder” and,
collectively, the “Holders”).  The Company
and the Holders are sometimes referred to individually as
“Party” and collectively as the
“Parties”.


 



RECITALS


 


WHEREAS, the
Company and the Holders entered into a Note and Warrant Purchase
Agreement dated as of XXXXX, 2014, or shortly thereafter, (the
“Purchase
Agreement”) pursuant to which the Company issued
convertible promissory notes, as amended (the “Notes”) to the
Holders;


 


WHEREAS, the Notes
may be amended only by a written instrument executed by the Company
and the Holders holding a majority of the aggregate principal
amount of the Notes;


 


WHEREAS, the
Holders hold a majority of the aggregate principal amount of the
Notes outstanding as of the date hereof; and


 


WHEREAS, the
Company and the Holders desire to amend certain provisions of the
Notes, as amended by this Amendment, as described
herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:


 



AMENDMENT


 


1.           Capitalized
Terms.  Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the
Notes.


 


2.           Amendment
to Notes. The Maturity Date as defined in the first
paragraph of the Notes shall be deleted and extended six months so
that “XXXXX, 2017” shall be substituted in lieu
thereof.


 


3.           Ratification.  Except
as expressly amended hereby, all of the terms, provisions and
conditions of the Notes are hereby ratified and confirmed in all
respects by each Party hereto and, except as expressly amended
hereby, are, and hereafter shall continue, in full force and
effect.


 


4.           Entire
Agreement.  This Amendment, Amendment No. 1 to the
Notes, Amendment No. 2 to the Notes, Amendment No. 3 to the Notes,
Amendment No. 4 to the Notes, the Notes and the Purchase Agreement
(as may have been amended) constitute the entire agreement of the
Parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements and understandings, both
written and oral, between the Parties with respect
thereto.


 


5.           Conflicting
Terms.  In the event of any inconsistency or
conflict between the Notes and this Amendment, the terms,
conditions and provisions of this Amendment shall govern and
control.


 


6.           Amendments.  No
amendment, supplement, modification or waiver of this Amendment
shall be binding unless executed in writing in the manner set forth
in the Notes.


 


 




 

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7.           Counterparts.  This
Amendment may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken
together shall constitute but one contract.


 


8.           Governing
Law.  This Amendment shall be governed by and
construed in accordance with the internal laws of the State of New
York, without giving effect to the choice of law
provisions.


 


9.           Successors
and Assigns.  This Amendment shall be binding upon
and inure to the benefit of the Parties hereto and their respective
permitted successors and assigns.


 



[Signature pages follow]


 


 




 

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IN WITNESS WHEREOF, the parties hereto
have executed this Amendment No. 4 to the Notes as of the date set
forth above.


 


	
 

	


COMPANY:


 



FLUOROPHARMA MEDICAL, INC.


 


By: _________________


Name:
Thomas Tulip


Title:  President
& CEO


 


 


 


 


_______________________


Investor


 







 


 




 

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