WARRANT AMENDMENT AGREEMENT
THIS WARRANT AMENDMENT AGREEMENT
(“Amendment”)
is made as of this 11th day of February, 2009 by and among Novelos Therapeutics,
Inc., a Delaware corporation (the “Company”)
and the undersigned holders of warrants to purchase 7,500,000 shares of the
Company’s common stock dated May 2, 2007 (the “Series B
Warrants”) issued pursuant a certain Securities Purchase Agreement, dated
as of April 12, 2007, by and among the Corporation and the Investors signatory
thereto (as amended on May 2, 2007, the “Series
B Purchase
Agreement”). All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Series B Warrants.
WHEREAS, pursuant to Section
21 of the Series B Warrants, the Series B Warrants may amended with the written
consent of the Company and the Requisite Holders (as such term is defined in the
Series B Purchase Agreement) and any such amendment shall apply to all of the
Series B Warrants; and
WHEREAS, the Company and the
undersigned holders of Series B Warrants, which holders include the Requisite
Holders, desire to amend the Series B Warrants;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Series B Warrants are hereby
amended as follows:
1) The
Expiration Date, as defined in Paragraph 1, is hereby changed to December 31,
2015 from April 11, 2013.
6) Section
20 is hereby deleted in its entirety.
[The
remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the undersigned
have executed this Warrant Amendment Agreement or caused its duly authorized
officers to execute this Warrant Amendment Agreement as of the date
first above written.
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By:
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/s/ Xxxxx X.Xxxxxx
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Name: Xxxxx X.
Xxxxxx
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Title: President and
CEO
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WARRANTHOLDERS
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Xmark
Opportunity Fund, Ltd.
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Caduceus
Capital Master Fund Limited
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Xmark
Opportunity Fund, L.P.
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Caduceus
Capital II, L.P.
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Xmark
JV Investment Partners, LLC
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UBS
Eucalyptus Fund, L.L.C.
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PW
Eucalyptus Fund, Ltd.
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By:
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/s/
Xxxxxxxx X. Xxxx
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By:
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/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxx
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Name: Xxxxxx X.
Xxxxx
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Title:
Authorized
Signatory
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Title:
Managing Partner, Orbimed
Advisors
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Xxxxx
Special Opportunities Fund II Master
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Xxxx-BioVentures,
L.P.
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Fund,
Ltd. (1)
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By : HBV
GP, L.L.C, its General Partner
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Europa
International, Inc.
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By:
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/s/ Xxxx Xxxxx
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By:
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/s/ X.Xxxxxx Xxxxxx,
III
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Name: Xxxx Xxxxx
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Name: X. Xxxxxx Xxxxxx,
III
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Title:
Portfolio
Manager
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Title: Manager
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(1)
Formerly Xxxxx Capital Fund II Master Fund, Ltd.
THIS WARRANT AMENDMENT AGREEMENT
(“Amendment”)
is made as of this 11th day of February, 2009 by and among Novelos Therapeutics,
Inc., a Delaware corporation (the “Company”)
and the undersigned holders of warrants to purchase 4,365,381 shares of the
Company’s common stock dated April 11, 2008 (the “Series D
Warrants”) issued pursuant a certain Securities Purchase Agreement, dated
as of March 26, 2008, by and among the Corporation and the Investors signatory
thereto (as amended on April 9, 2008, the “Series
D Purchase
Agreement”). All capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Series D Warrants.
WHEREAS, pursuant to Section
21 of the Series D Warrants, the Series D Warrants may amended with the written
consent of the Company and the Requisite Holders (as such term is defined in the
Series D Purchase Agreement) and any such amendment shall apply to all of the
Series D Warrants; and
WHEREAS, the Company and the
undersigned holders of Series D Warrants, which holders include the Requisite
Holders, desire to amend the Series D Warrants;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Series D Warrants are hereby
amended as follows:
1) The
Expiration Date, as defined in Paragraph 1, is hereby changed to December 31,
2015 from April 11, 2013.
6) Section
20 is hereby deleted in its entirety.
[The
remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the undersigned
have executed this Warrant Amendment Agreement or caused its duly authorized
officers to execute this Warrant Amendment Agreement as of the date
first above written.
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By:
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/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X.
Xxxxxx
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|
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Title: President and
CEO
|
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WARRANTHOLDERS
|
Xmark
Opportunity Fund, Ltd.
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Caduceus
Capital Master Fund Limited
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|
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Xmark
Opportunity Fund, L.P.
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Caduceus
Capital II, L.P.
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|
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Xmark
JV Investment Partners, LLC
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UBS
Eucalyptus Fund, L.L.C.
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PW
Eucalyptus Fund, Ltd.
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Summer
Street Life Sciences Hedge Fund
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Investors,
LLC
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By:
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/s/ Xxxxxxxx X.
Xxxx
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By:
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/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxx
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Name: Xxxxxx X.
Xxxxx
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|||
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Title:
Authorized
Signatory
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Title:
Managing Partner, Orbimed
Advisors
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|||
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Xxxxx
Special Opportunities Fund II Master
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Xxxx-BioVentures,
L.P.
|
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Fund,
Ltd. (1)
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By : HBV
GP, L.L.C, its General Partner
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Europa
International, Inc.
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/s/ Xxxx Xxxxx
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By:
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/s/ X. Xxxxxx Xxxxxx,
III
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Name: X. Xxxxxx Xxxxxx,
III
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||||
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Title:
Portfolio
Manager
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Title: Manager
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(1)
Formerly Xxxxx Capital Fund II Master Fund, Ltd.
