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EXHIBIT 4.15
SECOND AMENDMENT
TO
REGULATION D COMMON STOCK EQUITY LINE SUBSCRIPTION AGREEMENT
THIS SECOND AMENDMENT TO REGULATION D COMMON STOCK EQUITY LINE
SUBSCRIPTION AGREEMENT (this "Second Amendment") is entered into as of September
16, 1998, by and among Techniclone Corporation, a corporation duly incorporated
and existing under the laws of the State of Delaware (the "Company"), The Tail
Wind Fund, Ltd. and Resonance Limited (hereinafter referred to, individually, as
a "Subscriber" and, collectively, as the "Subscribers").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Offering") of up to Twenty
Million Dollars ($20,000,000), excluding Warrants, of Common Stock of the
Company pursuant to that certain Regulation D Common Stock Equity Line
Subscription Agreement, dated June 16, 1998 between the Company and the
Subscribers, as amended by that certain Amendment to Regulation D Common Stock
Equity Line Subscription Agreement dated as of June 19, 1998 (as so amended,
(the "Subscription Agreement"), the Company has agreed to sell and the
Subscribers have agreed to purchase, from time to time, as provided in the
Subscription Agreement, shares of the Company's Common Stock (the "Equity Line
Shares") for a maximum aggregate offering amount of Twenty Million Dollars
($20,000,000) and the Company has agreed to issue to the Subscribers, from time
to time, warrants to purchase a number of shares of Common Stock, exercisable
through December 31, 2004 (the "Subscriber Warrants"); and
WHEREAS, the Subscribers have agreed to certain concessions in
connection with the registration under the Securities Act of 1933, as amended,
of the Equity Line Shares and the shares underlying the Subscriber Warrants and,
in consideration thereof, the Company has agreed to amend certain terms of the
Subscription Agreement as set forth herein.
TERMS:
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this Second
Amendment and in the Subscription Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Amendment of Section 2.3.1. The Company and the Subscribers hereby
agree and amend Section 2.3.1 of the Subscription Agreement by deleting
subsection (d) thereof in its entirety and inserting in its place the following
new subsection (d):
'(d) The "Call Share Price" shall equal (i) eighty-two and
one-half percent (82.5%) of the Market Price on the Call Date or (ii) if
eighty-two and one-half percent of the Market Price on the Call Date results in
a discount of less than twenty cents ($0.20) per share from such Market Price,
such Market Price minus twenty cents ($0.20).'
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2. Amendment of Section 2.3.3. The Company and the Subscribers hereby
agree and amend Section 2.3.3 of the Subscription Agreement by deleting the
phrase "provided, however, if the Company does not deliver the certificate or
certificates representing the Call Shares on or before the Company Due Date,
then the Call Share Price for such Call for Proceeds shall be reset to equal
eighty five percent (85%) of the lower of the (i) the Market Price on the Call
Date, or (ii) the lowest Closing Bid Price on any Trading Day from the Call Date
until the date immediately preceding the date that the Company delivers the
certificate or certificates representing all of the Call Shares to the Escrow
Agent, including any additional shares required to be issued based upon such
reset of the Call Share Price, if applicable;" set forth therein and inserting
in its place the following phrase "provided, however, if the Company does not
deliver the certificate or certificates representing the Call Shares on or
before the Company Due Date, then the Call Share Price for such Call for
Proceeds shall be reset to equal the lower of (A) eighty-two and one-half
percent (82.5%) of the lower of the (i) the Market Price on the Call Date, or
(ii) the lowest Closing Bid Price on any Trading Day from the Call Date until
the date immediately preceding the date that the Company delivers the
certificate or certificates representing all of the Call Shares to the Escrow
Agent, including any additional shares required to be issued based upon such
reset of the Call Share Price, if applicable, or (B) the lower of (i) the Market
Price on the Call Date, or (ii) the lowest Closing Bid Price on any Trading Day
from the Call Date until the date immediately preceding the date that the
Company delivers the certificate or certificates representing all of the Call
Shares to the Escrow Agent, including any additional shares required to be
issued based upon such reset of the Call Share Price, if applicable, minus
twenty cents ($0.20);"
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this 16th day of September, 1998.
TECHNICLONE CORPORATION
By: /s/ Xxxxxxxxx Xxxxxxx-Xxxxx
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Xxxxxxxxx Xxxxxxx-Xxxxx, CFO
Address: Techniclone Corporation
00000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone No. (000) 000-0000
Facsimile No. (000) 000-0000
THE TAIL WIND FUND, LTD.
By: /s/ Xxxxx XxXxxxxxx
/s/ Xxxxxx X. Xxxxxx
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Name: BRIGHTON HOLDINGS LIMITED
Title: AS SOLE DIRECTOR
Address: The Tail Wind Fund, Ltd.
Xxxxxxxxxx Xxxxx
000 Xxxx Xxx Xxxxxx
P.O. Box SS-5539
Nassau, Bahamas
Telephone No. (000) 00-000-000-0000
Facsimile No. (000) 00-000-000-0000
RESONANCE LIMITED
By: /s/ X. Xxxxxx
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Name: X. Xxxxxx
Title: Pres.
Address: Resonance Limited
c/o Isac Securities
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Telephone No. (000) 000-0000
Facsimile No. (000) 000-0000
