NOTE AND WARRANT PURCHASE AGREEMENT
AND CONVERTIBLE PROMISSORY NOTE
This FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT AND CONVERTIBLE PROMISSORY
NOTE (this “Amendment”) is made and entered into effective as of June 27, 2008 by and between HELIX BIOMEDIX, INC., a
Delaware corporation (the “Company”), and RBFSC, Inc. (“RBFSC”).
WHEREAS, the Company and RBFSC entered into a Convertible Note and Warrant Purchase Agreement dated
February 14, 2008 (the “Agreement”), pursuant to which the Company (i) issued to RBFSC a convertible promissory note (the
“Note”) and (ii) is obligated to issue to RBFSC a warrant in substantially the form attached to the Agreement as Exhibit B on the
terms and conditions set forth in the Agreement (the “Warrant”); and
WHEREAS, the Company and RBFSC wish to amend the Agreement and the Note as provided herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
1. The Maturity Date of the Note (as defined in the Note) shall be July 1, 2011.
2. Section 5 of the Note is hereby amended and restated in its entirety as follows:
“5. Conversion .
(a) Automatic Conversion upon Financing . Upon the closing (or first in a series of closings) of the next equity
financing in which Company sells shares of its equity securities (the “ Equity Securities ”) for an aggregate
consideration of at least $7,500,000 (excluding the aggregate principal and accrued interest due on this Note) (the “
Equity Financing ”), the principal and accrued interest due on this Note shall automatically be converted into shares
of the Equity Securities as set forth in Section 5(d) below. The conversion shall be deemed to have occurred as of the
date of such closing or the date of the first closing in a series of closings. As a conditio