Exhibit 4.2
ENDOREX CORPORATION
AMENDMENT AND SUPPLEMENT
TO SUBSCRIPTION AGREEMENT
DATED MARCH 22, 2000
This Amendment and Supplement (this "Supplement") amends and supplements the
Subscription Agreement to be entered into by and among Endorex Corporation (the
"Company") and Subscribers in the Offering. The information contained in this
Supplement should be considered together with the more detailed information
included in the Subscription Agreement and exhibits thereto, as supplemented and
amended hereby. Capitalized terms used, but not defined, in this Supplement
shall have the meanings given to them in the Subscription Agreement unless the
context otherwise requires.
The second recital of the Subscription Agreement is hereby replaced in its
entirety to provide as follows:
WHEREAS, the Company desires to sell to the Subscriber and the Subscriber
desires to purchase from the Company the number of Units set forth beside such
Subscriber's name on the signature page hereto. Each "Unit" shall consist of (i)
a number of shares of common stock of the Company (rounded to the nearest whole
share, with one-half (0.5) of one share, or greater fraction thereof, being
rounded upward), par value $.001 per share (the "Common Stock"), determined by
dividing one hundred thousand dollars ($100,000) by the lowest of (a) eighty-
five percent (85%) of the average closing price of the Common Stock, as quoted
on the American Stock Exchange, for the five (5) consecutive trading days
immediately preceding the date on which the Company executes this Agreement (the
"Pricing Date"), (b) ninety percent (90%) of the closing price of the Common
Stock on the date immediately preceding the Pricing Date, as quoted on the
American Stock Exchange, and (c) $5.00 (the lowest of such prices being referred
to herein as the "Common Stock Price"); provided, however, that the Company
shall not be obligated to execute this Agreement or sell the Units if the Common
Stock Price, were this Agreement to be executed by the Company, would be below
$3.25 and (ii) a warrant (collectively, the "Warrants"), substantially in the
form attached hereto as Exhibit A, to purchase a number of shares of Common
Stock equal to twenty five percent (25%) of the shares of Common Stock included
in such Unit, such warrants to be exercisable, in whole or in part (but not for
less than 5,000 shares of Common Stock, unless the number of shares underlying
such Warrant is less than 5,000, in which case the Warrant shall be exercisable
for such lesser number), at any time prior to the fifth anniversary of the date
of issuance at an exercise price equal to one hundred twenty five percents
(125%) of the Common Stock Price (the Common Stock, the Warrants, and the Common
Stock issuable upon the exercise of the Warrants are sometimes herein
collectively referred to as the "Securities").
Agreed and Accepted:
By: ________________________________
Name:
Title:
