WARRANT AMENDMENT AGREEMENT
THIS
WARRANT AMENDMENT AGREEMENT (“Amendment”)
is
made as of this 11th day of April, 2008 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 April 11,
2013
from May 2, 2012.
2)
The
Warrant Price, as defined in Paragraph 1 is hereby reduced to $0.65 from $1.25.
3)
Section
7
is amended and restated as follows:
Section
7. Reservation
of Common Stock.
The
Corporation hereby represents and warrants that there have been reserved, and
the Corporation shall at all applicable times keep reserved until issued (if
necessary) as contemplated by this Section 7, out of the authorized and unissued
shares of Common Stock, 100% of the number of shares issuable upon exercise
of
the rights of purchase represented by this Warrant. The Corporation agrees
that
all Warrant Shares issued upon due exercise of the Warrant shall be, at the
time
of delivery of the certificates for such Warrant Shares, duly authorized,
validly issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
4)
Section
15 is amended and restated as follows:
Section
15. Registration
Rights.
The
initial holder of this Warrant is entitled to the benefit of certain
registration rights with respect to the shares of Common Stock issuable upon
the
exercise of this Warrant as provided in the Registration Rights Agreement dated
April 11, 2008, by and between the Warrantholders and the Corporation, and
any
subsequent holder hereof shall be entitled to such rights to the extent provided
in the Registration Rights Agreement.
5)
Section
19 is hereby amended by deleting the first sentence thereof and replacing
it
with the following:
Cashless
Exercise.
If, at
any time after the six-month anniversary of the Original Issue Date, there
is no
effective registration statement covering all or any part of the Warrant Shares
filed under the Securities Act, the Warrantholder may elect to receive, without
the payment by the Warrantholder of the aggregate Warrant Price in respect
of
the shares of Common Stock to be acquired upon exercise hereof, shares of Common
Stock equal to the value of this Warrant or any portion hereof being exercised
pursuant to this Section 19 by the surrender of this Warrant (or such portion
of
this Warrant being so exercised) together with the Net Issue Election Notice
annexed hereto as Appendix
B
duly
executed, at the office of the Corporation.
6) Section
20 is amended and restated as follows:
Section
20. Redemption.
If
the
registration statement covering the resale of all of the Warrant Shares
underlying all of the Warrants is declared effective by the SEC, and is then
effective, and
the
daily VWAP of the Common Stock for twenty (20) consecutive trading days exceeds
$2.50 per share (subject to appropriate adjustment from time to time in the
event of any stock dividend, stock split, reverse stock split, reclassification,
stock combination or other recapitalization affecting the Common Stock), and
the
Company has provided the Warrantholder notice that this redemption provision
of
this Warrant has been triggered, then Warrantholders shall have up to thirty
(30) days to exercise this Warrant in accordance with Section 3 at the Warrant
Price then in effect. On and after the thirty-first day, this Warrant, to the
extent unexercised, shall no longer be exercisable and shall be converted into
a
right to receive $.01 per share for the number of shares for which the Warrant
had been exercisable at the end of the thirtieth day.
[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:
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Xxxxx
X. Xxxxxx
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Title:
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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:
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Xxxxxxxx
X. Xxxx
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Name:
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Xxxxxx
X. Xxxxx
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Title:
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Authorized
Signatory
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Title:
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Managing
Partner, Orbimed Advisors
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Xxxxx
Capital Fund II Master Fund, Ltd.
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Xxxx-BioVentures,
L.P.
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Europa
International, Inc.
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By :
HBV GP, L.L.C, its General Partner
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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, IIII
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Name:
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Xxxx
Xxxxx
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Name:
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X.
Xxxxxx Xxxxxx, III
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Title:
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Portfolio
Manager
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Title:
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Manager
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