AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
AMENDMENT
TO
THE
This
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (the “Amendment”)
dated
as of April 9, 2008, is entered into by and between Novelos Therapeutics, Inc.,
a Delaware Corporation (the “Company”)
and
the investors listed on the signature pages hereto (each an “Investor”
and
collectively the “Investors”).
WHEREAS,
the Company and the Investors have entered into that certain Securities Purchase
Agreement dated as of March 26, 2008 (the “Purchase
Agreement”);
WHEREAS,
pursuant to Section 11.6 of the Purchase Agreement, the Purchase Agreement
may
be amended with the written consent of the Company and the Requisite Holders
(as
defined in the Purchase Agreement);
WHEREAS,
the Company and the Investors, which Investors include the Requisite Holders,
desire to amend the Purchase Agreement as hereinafter set forth.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:
1. Amendment.
The
Purchase Agreement is hereby amended as follows:
(a) Paragraph
A of the Recitals is hereby deleted in its entirety and replaced with the
following:
“A. The
Company desires, pursuant to this Agreement, to raise up to the Investment
Amount (as defined below) through the issuance and sale of the following to
the
Investors (the “Private
Placement”):
(i)
up to 113.5 shares of a newly created series of the Company’s Preferred Stock,
designated “Series D Convertible Preferred Stock”, par value $0.00001 per share
(the “Preferred
Stock”),
which
Preferred Stock shall have the rights, preferences and privileges set forth
in
the Certificate of Designations, Preferences and Rights, in the form of
Exhibit
A
annexed
hereto and made a part hereof (the “Certificate
of Designations”),
and
each share of Preferred Stock shall have a stated value of $50,000 and shall
initially be convertible into shares of the Company's Common Stock, par value
$0.00001 per share (the “Common
Stock”),
at a
price of $0.65 per share (the “Conversion
Price”),
for
an aggregate of 8,730,755 shares of Common Stock; and (ii) warrants to acquire
up to 4,365,381 shares of Common Stock, equal to 50% of the number of shares
of
Common Stock underlying the Preferred Stock on the date of issue, with an
exercise price of $0.65 per share, in the form of Exhibit
B
annexed
hereto and made a part hereof (the “Warrants”);”
(b) The
definition of “Investment Amount” in Section 1 is hereby deleted in its entirety
and replaced with the following:
“Investment
Amount”
means
an amount equal to $5,675,000
(c) The
definition of “Orbimed Entities” in Section 1 is hereby deleted in its entirety
and replaced with the following:
“Orbimed
Entities
means,
collectively, Caduceus Master Fund Limited, a Bermuda corporation (“Caduceus
Master”),
Caduceus Capital II, L.P., a Delaware limited partnership (“Caduceus
Capital”),
Summer
Street Life Sciences Hedge Fund Investors LLC, a Delaware limited liability
company (“Summer
Street”),
UBS
Eucalyptus Fund, L.L.C., a Delaware registered investment company (“UBS
Eucalyptus”)
and PW
Eucalyptus Fund, Ltd., a Cayman Islands investment company (“PW
Eucalyptus”)
(d) The
definition of “Requisite Holders” in Section 1 is hereby deleted in its entirety
and replaced with the following:
“Requisite
Holders”
shall
mean the holders of at least a majority of the then outstanding shares of
Preferred Stock which majority must include (i) the Xmark Entities, provided
such Xmark Entities have purchased an aggregate of $1,480,000 of Preferred
Stock
pursuant to this Agreement and hold at least one-third of the Preferred Stock
issued to the Xmark Entities at Closing as of the date of determination and
(ii)
the OrbiMed Entities, provided such OrbiMed Entities have purchased an aggregate
of $1,813,750 of Preferred Stock pursuant to this Agreement and hold at least
one-third of the Preferred Stock issued to the OrbiMed Entities at Closing
as of
the date of determination (appropriately adjusted for any stock dividend, stock
split, reverse stock split, reclassification, stock combination or other
recapitalization occurring after the date hereof).
(e) The
definition of “Xmark Entities” in Section 1 is hereby deleted in its entirety
and replaced with the following:
Xmark
Entities”
means,
collectively, Xmark Opportunity Fund, L.P., a Delaware limited partnership
(“Xmark
LP”),
Xmark
Opportunity Fund, Ltd., a Cayman Islands exempted company (“Xmark
Ltd”)
and
Xmark JV Investment Partners, LLC (“Xmark
LLC”),
a
Delaware limited liability company.
(f) Section
7
is hereby amended by adding a new Section 7.4 as follows:
7.4 Series
B Dividend. The
Company and each of the Series B Investors hereby agree that the dividend
accrued on each share of Series B Preferred Stock from April 1, 2008 through
the
day immediately preceding the Exchange shall be paid, out of legally available
funds, on June 30, 2008.
(g) Schedule
I attached to the Purchase Agreement
is hereby deleted in its entirety and replaced with Schedule I attached
hereto.
(h) Schedule
5.3(b) attached to the Purchase Agreement is hereby deleted in its entirety
and
replaced with Schedule 5.3(b) attached hereto
(i) Schedule
5.19 attached to the Purchase Agreement is hereby deleted in its entirety and
replaced with Schedule 5.19 attached hereto.
-2-
2. Applicable
Law.
This
Amendment shall be governed by, and construed and enforced in accordance with,
the substantive laws of the State of New York, without regard to its principles
of conflicts of laws.
3. Effect
on Purchase Agreement.
Except
as modified hereby, the Purchase Agreement shall remain in full force and
effect.
4. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall be deemed to constitute one
instrument.
-3-
Amendment
to the Securities Purchase Agreement
Company
Signature Page
IN
WITNESS WHEREOF the undersigned have executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
By:
|
/s/
Xxxxx X. Xxxxxx
|
|
|
Name: Xxxxx
X. Xxxxxx
|
||
|
Title: President
and CEO
|
||
-4-
Amendment
to the Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
Xmark
Opportunity Fund, Ltd.
|
||
|
Name
of entity
|
||
|
By:
|
Xmark
Opportunity Manager, LLC,
|
|
|
its
Investment Manager
|
||
|
By:
|
Xmark
Opportunity Partners, LLC,
|
|
|
its
Sole Member
|
||
|
By:
|
Xmark
Capital Partners, LLC,
|
|
|
its
Managing Member
|
||
|
By:
|
/s/
Xxxxxxxx X. Xxxx
|
|
|
Name:
Xxxxxxxx X. Xxxx
|
||
|
Title:
Chief Executive Officer
|
||
|
Cayman
Islands
|
||
|
Jurisdiction
of organization of entity
|
||
|
Address:
|
||
|
00
Xxxxx Xxxxxx
|
||
|
Xxxxxxxxxx,
XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended:
|
Closing
Price:
|
$
|
940,000
|
-5-
Amendment
to Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
Xmark
Opportunity Fund, L.P.
|
||
|
Name
of entity
|
||
|
By:
|
Xmark
Opportunity GP, LLC
|
|
|
its
General Partner
|
||
|
By:
|
Xmark
Opportunity Partners, LLC,
|
|
|
its
Sole Member
|
||
|
By:
|
Xmark
Capital Partners, LLC,
|
|
|
its
Managing Member
|
||
|
By:
|
/s/
Xxxxxxxx X. Xxxx
|
|
|
Name:
Xxxxxxxx X. Xxxx
|
||
|
Title:
Chief Executive Officer
|
||
|
Delaware
|
||
|
Jurisdiction
of organization of entity
|
||
|
Address:
|
||
|
00
Xxxxx Xxxxxx
|
||
|
Xxxxxxxxxx,
XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended.
|
Closing
Price:
|
$
|
495,000
|
-6-
Amendment
to Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
Xmark
JV Investment Partners, LLC
|
||
|
Name
of entity
|
||
|
By:
|
Xmark
Opportunity Partners, LLC
|
|
|
its
Investment Manager
|
||
|
By:
|
Xmark
Capital Partners, LLC,
|
|
|
its
Managing Member
|
||
|
By:
|
/s/
Xxxxxxxx X. Xxxx
|
|
|
Name:
Xxxxxxxx X. Xxxx
|
||
|
Title:
Chief Executive Officer
|
||
|
Delaware
|
||
| Jurisdiction of organization of entity | ||
|
Address:
|
||
|
00
Xxxxx Xxxxxx
|
||
|
Xxxxxxxxxx,
XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended:
|
Closing
Price:
|
$
|
45,000
|
-7-
Amendment
to the Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
Caduceus
Capital Master Fund Limited
|
||
|
Name
of entity
|
||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
|
|
Name:
Xxxxxx X. Xxxxx
|
||
|
Title:
Managing Partner, OrbiMed Advisors LLC
|
||
|
Print
jurisdiction of organization of entity: Bermuda
|
||
|
Address:
|
||
|
c/o
OrbiMed Advisors LLC
|
||
|
000
Xxxxx Xxxxxx, 00xx Xxxxx
|
||
|
Xxx
Xxxx, XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended:
|
Closing
Price:
|
$
|
590,000.00
|
-8-
Amendment
to the Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written
|
Caduceus
Capital II, L.P.
|
||
|
Name
of entity
|
||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
|
|
Name:
Xxxxxx X. Xxxxx
|
||
|
Title:
Managing Partner, OrbiMed Advisors LLC
|
||
|
Print
jurisdiction of organization of entity: Delaware
|
||
|
Address:
|
||
|
c/o
OrbiMed Advisors LLC
|
||
|
000
Xxxxx Xxxxxx, 00xx Xxxxx
|
||
|
Xxx
Xxxx, XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended:
|
Closing
Price:
|
$
|
658,500.00
|
-9-
Amendment
to the Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written
|
Summer
Street Life Sciences Hedge Fund Investors LLC
|
||
|
Name
of entity
|
||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
|
|
Name:
Xxxxxx X. Xxxxx
|
||
|
Title:
Managing Partner, OrbiMed Advisors LLC
|
||
|
Print
jurisdiction of organization of entity: Delaware
|
||
|
Address:
c/o
OrbiMed Advisors LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended:
|
Closing
Price:
|
$
|
500,000.00
|
-10-
Amendment
to the Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
UBS
Eucalyptus Fund, L.L.C.
|
||
|
Name
of entity
|
||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
|
|
Name:
Xxxxxx X. Xxxxx
|
||
|
Title:
Managing Partner, OrbiMed Advisors LLC
|
||
|
Print
jurisdiction of organization of entity: Delaware
|
||
|
Address:
c/o
OrbiMed Advisors LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended:
|
Closing
Price:
|
$
|
58,500.00
|
-11-
Amendment
to the Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
PW
Eucalyptus Fund, Ltd.
|
||
|
Name
of entity
|
||
|
By:
|
/s/
Xxxxxx X. Xxxxx
|
|
|
Name:
Xxxxxx X. Xxxxx
|
||
|
Title:
Managing Partner, OrbiMed Advisors LLC
|
||
|
Print
jurisdiction of organization of entity: Cayman
Islands
|
||
|
Address:
c/o
OrbiMed Advisors LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended:
|
Closing
Price:
|
$
|
6,750.00
|
-12-
Amendment
to the Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
Xxxxx
Capital Fund II Master Fund Ltd.
|
||
|
Name
of entity
|
||
|
By:
|
/s/
Xxxx Xxxxx
|
|
|
Name: Xxxx
Xxxxx
|
||
|
Title: KOM
Capital Management
|
||
|
Investment
Manager
|
||
|
Print
jurisdiction of organization of entity:
|
||
|
Address:
c/o
KOM Capital Management
000
Xxxxx Xxxxxx, Xxxxx 0000,
Xxx
Xxxx, XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement:
|
Closing
Price:
|
$
|
490,000.00
|
-13-
Amendment
to the Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
Europa
International, Inc.
|
||
|
Name
of entity
|
||
|
By:
|
/s/
Xxxx Xxxxx
|
|
|
Name: Xxxx
Xxxxx
|
||
|
Title: Xxxxx
Capital Management
|
||
|
Investment
Manager for
|
||
|
Europa
International, Inc.
|
||
|
Print
jurisdiction of organization of entity
|
||
|
Address:
c/o
Knoll Capital Management
000
Xxxxx Xxxxxx, Xxxxx 0000,
Xxx
Xxxx, XX 00000
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement:
|
Closing
Price:
|
$
|
1,090,000.00
|
-14-
Amendment
to Securities Purchase Agreement
Investor
Signature Page
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to the Securities
Purchase Agreement or caused its duly authorized officers to execute this
Amendment to the Securities Purchase Agreement as of the date first above
written.
|
Xxxx
BioVenures, L.P.
|
||
|
Name
of entity
|
||
|
By:
HBV GP, L.L.C., its General Partner
|
||
|
By:
|
/s/
X. Xxxxxx Xxxxxx, III
|
|
|
Name:
X. Xxxxxx Xxxxxx, III, Manager
|
||
|
Jurisdiction
of organization of entity: Delaware
|
||
|
Address:
Xxxx
Investments
0000
X. Xxxxx
Xxxxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxx, III and Xxxxxxxx X.
Xxxxxx
|
||
Aggregate
dollar amount of Securities committed to be purchased pursuant to the terms
of
the Agreement, as amended:
|
Closing
Price:
|
$
|
801,250.00
|
-15-
SCHEDULE
I
- INVESTORS - CLOSING
|
Name
of Investor
|
Closing Purchase
Price
|
Number of
Shares of
Preferred Stock
|
Number of
Warrants
|
|||||||
|
Xmark
Opportunity Fund, Ltd.
00
Xxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
Attn:
Xxxxxxxx X. Xxxx
|
$
|
940,000.00
|
18.8
|
723,076
|
||||||
|
Xmark
Opportunity Fund, L.P.
00
Xxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
Attn:
Xxxxxxxx X Xxxx
|
$
|
495,000.00
|
9.9
|
380,769
|
||||||
|
Xmark
JV Investment Partners, LLC
00
Xxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
Attn:
Xxxxxxxx X Xxxx
|
$
|
45,000.00
|
0.9
|
34,615
|
||||||
|
Caduceus
Capital Master Fund Limited
c/o
OrbiMed Advisors LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxx Xxxxxxxxx
|
$
|
590,000.00
|
11.8
|
453,846
|
||||||
|
Caduceus
Capital II, L.P.
c/o
OrbiMed Advisors LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxx Xxxxxxxxx
|
$
|
658,500.00
|
13.17
|
506,538
|
||||||
|
Summer
Street Life Sciences Hedge Fund Investors, LLC
c/o
OrbiMed Advisors LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxx Xxxxxxxxx
|
$
|
500,000.00
|
10.0
|
384,615
|
||||||
|
UBS
Eucalyptus Fund, LLC
c/o
OrbiMed Advisors LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxx Xxxxxxxxx
|
$
|
58,500.00
|
1.17
|
45,000
|
||||||
|
PW
Eucalyptus Fund, Ltd.
c/o
OrbiMed Advisors LLC
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxx Xxxxxxxxx
|
$
|
6,750.00
|
0.135
|
5,192
|
||||||
|
Xxxxx
Capital Fund II Master Fund, Ltd.
c/o
KOM Capital Management
000
Xxxxx Xxxxxx, Xxxxx 0000,
Xxx
Xxxx, XX 00000
Attn:
Xxxx Xxxxx
|
$
|
490,000.00
|
9.8
|
376,923
|
||||||
|
Europa
International, Inc.
c/o
KOM Capital Management
000
Xxxxx Xxxxxx, Xxxxx 0000,
Xxx
Xxxx, XX 00000
Attn:
Xxxx Xxxxx
|
$
|
1,090,000.00
|
21.8
|
838,461
|
||||||
|
Xxxx-BioVentures,
L.P.
0000
X. Xxxxx
Xxxxxx,
XX 00000
Attn:
Xxxxxxx X. Xxxxxxx, X. Xxxxxx Xxxxxx III, and Xxxxxxxx X. Xxxxxx
|
$
|
801,250.00
|
16.025
|
616,346
|
||||||
Schedule
5.3 (continued)
5.3(b)
The following table sets forth the pro forma capitalization of the Company
on a
fully diluted basis giving effect to (i) the issuance of Preferred Stock and
the
Warrants at the time of Closing, (ii) any adjustments in other securities
resulting from the issuance of the Preferred Stock and the Warrants at the
time
of Closing, and (iii) the exercise or conversion of all outstanding
securities:
NVLT-Proforma
Capital Structure
|
Upon Closing of Series D Financing
|
|||||||||||||||||||
|
Number
|
Effective
conv.
rate
|
Common stock
equival.
|
Exer.
Price
|
Total cash
|
|||||||||||||||
|
Cash,
cash equivalents1
|
$
|
10,926,220
|
|||||||||||||||||
|
Common
stock outstanding
|
39,360,272
|
39,360,272
|
39,360,272
|
||||||||||||||||
|
Preferred
stock
|
|||||||||||||||||||
|
Series
C2
|
3,264,000
|
272
|
0.65
|
5,021,538
|
|||||||||||||||
|
Series
B (to exchange for D)2
|
15,000,00
|
300
|
0.65
|
23,076,923
|
|||||||||||||||
|
Series
D (estimated net proceeds)
|
113.5
|
0.65
|
8,730,755
|
$
|
5,475,000
|
||||||||||||||
|
Warrants
|
|||||||||||||||||||
|
2005
Bridge Financing
|
720,000
|
720,000
|
720,000
|
$
|
0.625
|
cashless
|
|||||||||||||
|
2005
PIPE and Series A Preferred3
|
6,149,696
|
8,938,925
|
8,938,925
|
$
|
0.65
|
$
|
5,810,301
|
||||||||||||
|
0000
XXXX0
|
10,270,018
|
10,875,979
|
10,875,979
|
$
|
2.08
|
$
|
22,622,036
|
||||||||||||
|
Series
B & Placement Agent2
|
8,400,000
|
8,400,000
|
8,400,000
|
$
|
0.65
|
$
|
5,460,000
|
||||||||||||
|
Series
A (subordination)
|
1,333,333
|
1,333,333
|
1,333,333
|
$
|
1.25
|
cashless
|
|||||||||||||
|
Series
D
|
-
|
4,365,381
|
4,365,381
|
$
|
0.65
|
$
|
2,837,497
|
||||||||||||
|
Stock
options outstanding
|
5,082,651
|
5,082,651
|
5,082,651
|
$
|
0.6786
|
$
|
3,449,087
|
||||||||||||
|
$
|
56,580,142
|
||||||||||||||||||
|
Stock
options reserved for issuance under 2006 plan
|
2,445,000
|
2,445,000
|
|||||||||||||||||
|
Fully
diluted shares
|
92,024,970
|
118,350,757
|
|||||||||||||||||
Notes:
1
As
of Dec
31, 2007
2
Conversion price will be reduced from $1.00 to $0.65 in connection with the
Series D financing
3
Includes
2,789,229 warrants to be issued pursuant to anti-dilution adjustments in
connection with the Series D Financing; price adjustment from $1.00
4
Includes
605,961 warrants to be issued pursuant to anti-dilution adjustments in
connection with the Series B Financing; price adjustments from
$2.20
Schedule
5.19
Brokers
and Finders
On
February 12, 2007 the Company entered into a letter agreement with the Placement
Agent and on March 25, 2008 that letter agreement was amended to provide that
the Company pay the Placement Agent a cash placement fee of 2% of the aggregate
proceeds from the Private Placement. On April 7, 2008, the Placement Agent
confirmed by e-mail that the cash placement fee would not include the additional
$675,000 in proceeds included in the amended securities purchase agreement
and
that the cash placement fee would not exceed $100,000.
