CATALYST BIOSCIENCES, INC. AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
Exhibit 10.43(b)
CATALYST BIOSCIENCES, INC.
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is made as of June 29, 2015 (the “Effective Date”) by and among CATALYST BIOSCIENCES, INC., a Delaware corporation (the “Company”), and the undersigned, each of which is herein referred to as an “Investor.”
WHEREAS, the Company and the Investors previously entered into that certain Note and Warrant Purchase Agreement dated May 29, 2015 (the “Agreement”), pursuant to which the Company issued to the Investors convertible promissory notes and warrants.
WHEREAS, pursuant to Section 5.7 of the Agreement, the Agreement may be amended by the Investors holding convertible promissory notes representing at least two-thirds of the aggregate principal amounts of all convertible promissory notes issued thereunder (“Requisite Holders”), and the undersigned constitute at least the Requisite Holders.
WHEREAS, the Company and the undersigned desire to sell and issue additional convertible promissory notes and warrants in a subsequent closing.
NOW, THEREFORE, the parties hereto hereby agree as follows:
AMENDMENT
1. Capitalized Terms. All capitalized terms used herein but not specifically defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
2. Amendment to Section 2.1 (Closing). Section 2.1 (Closing) of the Agreement is hereby amended and restated in its entirety as follows:
2.1 Closings.
(a) Initial Closing. The Company may issue and sell Notes in the aggregate principal amount of $2,000,000 hereunder. The initial closing of the purchase and sale of Notes in the aggregate principal amount of up to $1,000,000 (the “Initial Closing”) shall be held at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 at 10:00 a.m. on the date hereof or at such other place and date as is mutually agreeable to the Company and Investors that are identified on Exhibit A as purchasing Notes representing at least two-thirds of the aggregate Principal Amounts of all Notes to be issued at the Initial Closing.
(b) Subsequent Closing. Subsequent to the Initial Closing, the Company may issue and sell additional Notes, in the aggregate principal amount up to the balance not previously sold, to additional investors (the “Subsequent Closing”). Any such additional investor shall execute and deliver a counterpart signature page to this Agreement, and
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thereby become a party to and be deemed an Investor hereunder. All additional Investors and all additional Principal Amounts invested hereunder shall be reflected on Exhibit A, which shall be automatically amended without any further action by any party hereto. The Subsequent Closing shall be held at the offices of Xxxxxxxx & Xxxxxxxx LLP, 755 Page Xxxx Xxxx, Xxxx Xxxx Xxxxxxxxxx 00000, on such date or at such other place as is mutually agreeable to the Company and Investors that are identified on Exhibit A as purchasing Notes representing at least two-thirds of the aggregate Principal Amounts of all Notes to be issued at such closing (which each such date and place, together with the Initial Closing, are designated as a “Closing”).
4. References to “the Closing”. All references to “the Closing” shall be replaced with “each Closing” except for such references in Exhibit C (form of Warrant).
5. Governing Law. This Amendment shall be governed by the laws of the State of Delaware, without regard to its conflicts of laws provisions.
6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. The parties contemplate that they may be executing counterparts of this Amendment transmitted by facsimile or electronic mail in PDF format and agree and intend that a signature by either facsimile machine or electronic mail in PDF format shall bind the party so signing with the same effect as though the signature were an original signature.
7. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.
8. Agreement in Full Force. Except as expressly set forth herein, the Agreement remains in full force and effect.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| COMPANY: | ||
| CATALYST BIOSCIENCES, INC. | ||
| a Delaware corporation | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Xxxxxx Xxxxx, Ph.D. | ||
| President & Chief Executive Officer | ||
| Address: | ||
| 000 Xxxxxxxxxxx Xxxxxx | ||
| Xxxxx Xxx Xxxxxxxxx, XX 00000 | ||
| Fax: |
| |
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| ESSEX WOODLANDS HEALTH VENTURES FUND VIII, L.P. | ||||
| BY: | ESSEX WOODLANDS HEALTH VENTURES VIII, L.P. | |||
| ITS GENERAL PARTNER | ||||
| BY: | ESSEX WOODLANDS HEALTH VENTURES VIII, LLC | |||
| ITS GENERAL PARTNER | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Title: | Manager | |||
| ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A, L.P. | ||||
| BY: | ESSEX WOODLANDS HEALTH VENTURES VIII, L.P. | |||
| ITS GENERAL PARTNER | ||||
| BY: | ESSEX WOODLANDS HEALTH VENTURES VIII, LLC | |||
| ITS GENERAL PARTNER | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Title: | Manager | |||
| ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B, L.P. | ||||
| BY: | ESSEX WOODLANDS HEALTH VENTURES VIII, L.P. | |||
| ITS GENERAL PARTNER | ||||
| BY: | ESSEX WOODLANDS HEALTH VENTURES VIII, LLC | |||
| ITS GENERAL PARTNER | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Title: | Manager | |||
| Notice Address: | 000 Xxxxxx Xxxxxx | |
| 0xx Xxxxx | ||
| Xxxx Xxxx, XX 00000 | ||
| Attn: Xxxx Xxxxxxx, PhD | ||
| Fax (000) 000-0000 | ||
| With a copy (which shall | ||
| not constitute notice) to: | Xxxxxxx Coie LLP | |
| 000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000 | ||
| Xxxxxxx, XX 00000 | ||
| Attn: Xxxxx Xxxxxx | ||
| Fax: (000) 000-0000 | ||
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| XXXXXXXXXXXX PARTNERS VIII, L.P. | ||
| By: | Xxxxxxxxxxxx Management Partner VIII, LLC | |
| Its Managing Partner | ||
| By: | /s/ Xxxxx X. Xxxxxxxxxxxxxx | |
| Xxxxx X. Xxxxxxxxxxxxxx, Ph.D., Member | ||
| Address: | Terminal Tower | |
| 00 Xxxxxx Xxxxxxxx Xxxxxx | ||
| Xxxxx 0000 | ||
| Xxxxxxxxx, XX 00000 |
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| HEALTHCARE VENTURES VIII, L.P. | ||||
| By: | HealthCare Partners VIII, L.P. | |||
| Its general partner | ||||
| By: | HealthCare Partners VIII, LLC | |||
| Its general partner | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: |
| |||
| Address: | 00 Xxxxxxxxx Xxxxxx | |
| Xxxxx X0-0 | ||
| Xxxxxxxxx, XX 00000 |
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| SOFINNOVA VENTURE PARTNERS VI, L.P. | ||
| as nominee for | ||
| SOFINNOVA VENTURE PARTNERS VI, L.P. | ||
| SOFINNOVA VENTURE PARTNERS VI GmbH & CO., K.G. | ||
| SOFINNOVA VENTURE AFFILIATES VI, L.P. | ||
| By: | Sofinnova Management VI, LLC | |
| its General Partner | ||
| /s/ Xxxxxxx X. Xxxxxx |
| Xxxxxxx X. Xxxxxx |
| Managing Member |
| Address: | 0000 Xxxx Xxxx Xxxx, Xxxx. 0, Xxxxx 000 | |
| Xxxxx Xxxx, XX 00000 |
| Tel: (000) 000-0000 | ||
| Fax: (000) 000-0000 | ||
| xxxxxx@xxxxxxxxx.xxx | ||
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| ROSETTA CAPITAL V GP LIMITED | ||
| ON BEHALF OF ROSETTA CAPITAL V LP | ||
| By: | /s/ Xxxxxxxx Xxxxxx | |
| Xxxxxxxx Xxxxxx, Director | ||
Address:
c/o The Accounts Bureau Limited
00 Xxxxxxxx Xxxxxx
Xxxxxx, XX0X XXX
Xxxxxx Xxxxxxx
Contact Name: Xxxxxxxx Xxxxxx
Contact Email: xxx@xxxxxxxxxxxxxx.xxx
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| XXXXXXX & XXXXXXX INNOVATION-JJDC, INC. |
| /s/ Xxxxxx X. Xxxxxx |
| Xxxxx X. Xxxxxx |
| Vice President, Venture Investments |
| Address: | 000 Xxxxxx Xxxxxx | |
| Xxx Xxxxxxxxx, XX 00000 |
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| MIRAE ASSET VENTURE INVESTMENT CO., LTD. | ||
| By: | /s/ Xxxx Xxx Xxx | |
| Name: | Xxxx Xxx Xxx | |
| Title: | Chief Executive Officer | |
| Address: | (Mirae Asset Venture Tower) 11F | |
| 20, Pangyoyeok-ro 241 beon-gil, Bundang-gu, | ||
| Seongnam-si, Gyeonggi-do 463-400, Korea |
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
| MIRAE ASSET GOOD COMPANY SECONDARY FUND | ||
| By: | Mirae Asset Venture Investment Co., Ltd. | |
| its General Partner | ||
| By: | /s/ Xxxx Xxx Xxx | |
| Name: | Xxxx Xxx Xxx | |
| Title: | Chief Executive Officer | |
| Address: | (Mirae Asset Venture Tower) 11F | |
| 20, Pangyoyeok-ro 241 beon-gil, Bundang-gu, | ||
| Seongnam-si, Gyeonggi-do 463-400, Korea |
[Signature page to Amendment No. 1 to Note and Warrant Purchase Agreement]
