Amendment to
Subscription Agreement--
Lock-Up Provisions
AVAX Technologies, Inc.
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Dear Sirs:
In connection with my purchase of units consisting of common stock, par
value $.002 per share (the "Common Stock"), and Series B Preferred Stock, par
value $.01 per share (the "Preferred Stock"), of AVAX Technologies, Inc., a
Delaware corporation (the "Company"), pursuant to that certain subscription
agreement between the undersigned and the Company (the "Subscription
Agreement"), I hereby agree to amend Section 1.17 of the Subscription Agreement
so that:
(i) each reference therein to "the Final Closing Date" shall be
deleted and replaced with "the later of Effectiveness and
Listing"; and
(ii) a new sentence shall be added to the end of Section 1.17 as
follows:
For purposes of this Section 1.17, "Effectiveness" shall mean the
effectiveness under the Securities Act of 1933 of the Company's
registration statement for the Conversion Shares; and "Listing"
shall mean listing of the Conversion Shares on a national
securities exchange or initial quotation on the National
Association of Securities Dealers Automated Quotation
National Market(Registration symbol), the Nasdaq Small-Cap Market
or the Over-The-Counter Bulletin Board.
In consideration of the foregoing, the Company agrees that on the date
which is twelve months following the later of Effectiveness and Listing (as such
terms are defined above), it will provide an additional reset protection on the
same terms as the original reset provisions contained in Section 4 of the
Certificate of Designations for the Preferred Stock; provided that in the case
of this additional reset the Company will not adjust the Conversion Price (as
such term is defined in the Certificate of Designations) but will issue
additional shares of Common Stock to effect the principles of said reset
provisions taking into account any adjustments which may have been previously
made at the time of the initial Reset Date (as such term is defined in the
Certificate of Designations). It is understood that only shareholders who
execute a form of this letter will be entitled to this additional reset
protection.
The provisions of this agreement shall be binding upon the undersigned
and the assigns, heirs, and personal representatives of the undersigned and
shall be for the benefit of the Company.
Very truly yours,
______________________
Print Name:
Title:
Agreed and Accepted as of ____________, 1997
AVAX TECHNOLOGIES, INC.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
Title: President and Chief Executive Officer
