EXHIBIT 10.45.1
FIRST AMENDMENT TO PARADIGM GENETICS INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
VOID AFTER JANUARY 19, 2010
This FIRST AMENDMENT (the "First Amendment") to the Warrant to Purchase
Shares of Common Stock issued by PARADIGM GENETICS, INC., a DELAWARE corporation
(the "Company"), to ARE-104 ALEXANDER ROAD, LLC ("ARE") subject to the Escrow
Agreement entered into by the Company and ARE on January 19, 2000, (the
"WARRANT") is dated April __, 2000.
WITNESSETH:
WHEREAS, the Company issued to ARE the WARRANT to purchase Sixty Thousand
(60,000) shares of Common Stock subject to the Escrow Agreement entered into by
the Company and ARE on January 19, 2000;
WHEREAS, the Company and ARE agree to amend the WARRANT in order to revise
certain provisions therein; and
WHEREAS, the provisions of the WARRANT may be modified by the party against
which enforcement is sought and the signatory hereto constitute the requisite
party to approve the amendments contained herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby amend the WARRANT and agree as follows:
1. The "Term" set forth specifically in Section 1.1 is hereby deleted
and replaced with the following:
"1.1 Term. The purchase right represented by this Warrant may be
exercised in whole or in part at any time and from time to time from
and after the date hereof and on or before the earlier of (i) January
19, 2010 (the tenth anniversary of the date hereof) or (ii) the fifth
anniversary of the date of the consummation of a bona fide,
underwritten initial public offering of Common Stock, at a public
offering price equal to or exceeding $6.00 per share (as adjusted for
any stock dividends, combinations, splits or the like with respect to
such shares) and an aggregate offering price to the public of not less
than $20,000,000; provided that, if the last day on which this Warrant
may be exercised is a Sunday or a legal holiday or a day on which
banking institutions doing business in the State of North Carolina are
authorized by law to close, this Warrant may be exercised
prior to 5:00 p.m. local time) on the next succeeding full business
day with the same force and effect as if exercised on such last day
specified herein.
2. The conditions of termination of rights to request registration as
set forth specifically in clause (iv) of subsection (h) of Section 15 is
hereby deleted and replaced with the following:
"(iv) three years after the closing of a firm commitment
underwritten public offering pursuant to an effective registration
statement under the Securities Act covering the offer and sale of the
Company's Common Stock at a price per share of not less than $6.00 (as
adjusted for stock splits, dividends, combinations and the like) and
an aggregate offering price to the public of not less than
$20,000,000. Such three-year period shall not include any period of
time during which adequate current public information, as defined in
Rule 144(c) promulgated under the Securities Act, is not available
with respect to the Company."
3. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
its conflicts of law provisions.
This First Amendment may be executed in multiple counterparts and shall be
and constitute the valid agreement of the parties executing the same with
respect to any one or more of the provisions of this First Amendment set forth
above at such time as this First Amendment has been executed by those parties
whose execution of this First Amendment is required to under the terms of the
WARRANT to make such provisions effective.
Executed as of the date above written.
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COMPANY:
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PARADIGM GENETICS, INC.
By: _____________________________
Name: __________________________
Title: ___________________________
WARRANTHOLDER:
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ARE-000 XXXXXXXXX XXXX, LLC,
a Delaware limited liability company
By: Alexander Real Estate Equities, L.P.,
a Delaware limited partnership
Its Managing Member
By: ARE-QRS Corp.,
a Maryland Corporation
Its General Partner
By: _____________________________
Name: __________________________
Title: ___________________________
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