EXHIBIT
10.2


 


CONSENT 


Under
the note purchase agreement


 


This Consent (this
“Consent”) under the Note Purchase Agreement (defined below) is effective as of the 1st day of April,
2013 by and between Interleukin Genetics, Inc. (“Borrower”) and Pyxis Innovations Inc. (“Lender”).


 


Recitals


 


A.          Borrower
is indebted to Lender under a credit facility (the “Credit Facility”) pursuant to that certain Amended and Restated
Note Purchase Agreement, dated March 10, 2009, as amended by that certain First Amendment to Amended and Restated Note Purchase
Agreement dated August 10, 2009, as further amended by that certain Second Amendment to Amended and Restated Note Purchase Agreement
dated February 1, 2010, as further amended by that certain Third Amendment to Amended and Restated Note Purchase Agreement dated
September 30, 2010, as further amended by that certain Fourth Amendment to Amended and Restated Note Purchase Agreement dated June
29, 2012, and as further amended by that certain Fifth Amendment (the “Fifth Amendment”) to Amended and Restated Note
Purchase Agreement dated November 30, 2012 (as so amended and as may amended from time to time hereafter, the “Note Purchase
Agreement”), in each case between Borrower and Lender.


 


B.          All
$14,316,255 available under the Credit Facility has been drawn down and all borrowings under the Credit Facility are convertible
into shares of Borrower’s common stock at a conversion price equal to $5.6783 per share.


 


C.          In
connection with the Fifth Amendment on November 30, 2012 to extend the maturity date for repayment of all borrowings under the
Credit Facility until March 31, 2014, Borrower also issued amended and restated promissory notes replacing the notes originally
issued to Lender on June 10, 2008, May 29, 2009, November 9, 2009, February 1, 2010, September 30, 2010, November 9, 2011 and April
13, 2012, solely to reflect the amended maturity date (collectively, the “Amended and Restated Notes”).


 


D.          Under
the Amended and Restated Notes, accrued interest shall be paid on the first day of each calendar quarter until the principal balance
shall be paid in full.


 


E.           Borrower
has requested that Lender consent to the deferment of the payment of the accrued and unpaid interest (the “Interest Deferment”)
otherwise payable on April 1, 2013 until the earlier of (i) Borrower’s completion of a contemplated financing transaction
which would require payment of all accrued and unpaid interest as a condition to closing of the transaction or (ii) July 1, 2013
(such date, the “Interest Payment Date”).


 


F.           Lender
has agreed to so consent to the Interest Deferment, but only to the extent and in accordance with the terms, and subject to the
conditions and in reliance upon the representations and warranties, set forth below.


 




    	 



    	 



    

 


Now,
Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:


 


1.           Definitions.
Capitalized terms used but not defined in this Consent shall have the meanings given to them in the Note Purchase Agreement.


 


2.           Consent.
Lender hereby (a) consents to the Interest Deferment until the Interest Payment Date, at which time all accrued and unpaid interest
as of such Interest Payment date shall be due and payable, and (b) agrees that the Interest Deferment does not violate any of Borrower’s
covenants or agreements as set forth in the Note Purchase Agreement or the Amended and Restated Notes.


 


3.           Representations
and Warranties. To induce Lender to enter into this Consent, Borrower hereby represents and warrants to Lender as follows:


 


3.1          Immediately
after giving effect to this Consent (a) the representations and warranties contained in the Note Purchase Agreement are true,
accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred
and is continuing; and


 


3.2          Borrower
has the power and due authority to execute and deliver this Consent.


 


4.            Integration.
This Consent, the Note Purchase Agreement and the Amended and Restated Notes represent the entire agreement about this subject
matter and supersede prior negotiations or agreements.


 


5.            Prior
Agreement. The Note Purchase Agreement is hereby ratified and reaffirmed and shall remain in full force and effect. This Consent
is not a novation and the terms and conditions of this Consent shall be in addition to and supplemental to all terms and conditions
set forth in the Note Purchase Agreement. In the event of any conflict or inconsistency between this Consent and the terms of such
documents, the terms of this Consent shall be controlling, but such document shall not otherwise be affected or the rights therein
impaired.


 


6.           Counterparts.
This Consent may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.


 


7.           Effectiveness.
This Consent shall not be deemed effective until the due execution and delivery to Lender of this Consent by Borrower.


 


8.           Governing
Law. This Consent and the rights and obligations of the parties hereto shall be governed by and construed in accordance with
the laws of the State of Michigan, without giving effect to conflict of laws rules.


 




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In
Witness Whereof, the parties hereto have caused this Consent to be duly executed and delivered as of the date first
written above.


 


	LENDER	 	BORROWER
	 	 	 
	Pyxis Innovations Inc.	 	Interleukin Genetics, Inc.
	 	 	 
	By:	/s/ David J. Tuit	 	By:	/s/ Eliot Lurier
	Name:	David J. Tuit	 	Name:	Eliot Lurier
	Title:	Asst Treasurer	 	Title:	CFO & Treasurer







 


 




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