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AMENDMENT
TO
REGULATION D COMMON STOCK EQUITY LINE SUBSCRIPTION AGREEMENT
THIS AMENDMENT AGREEMENT (the "Agreement") is entered into as of June
___, 1998, by and among Techniclone Corporation, a corporation duly incorporated
and existing under the laws of the State of Delaware (the "Company"), and the
subscriber as named on the signature page hereto (hereinafter referred to as
"Subscriber").
RECITALS:
WHEREAS, pursuant to the Company's offering ("Offering") of up to
Twenty Million Dollars ($20,000,000), excluding Warrants, of Common
Stock of the Company pursuant to that certain Regulation D Common Stock
Equity Line Subscription Agreement, dated June 16, 1998 (the
"Subscription Agreement") between the Company and the Subscriber and
each of the other subscribers (the "Other Subscribers"), the Company has
agreed to sell and the Subscriber has agreed to purchase, from time to
time as provided in the Subscription Agreement, shares of the Company's
Common Stock for a maximum aggregate offering amount of Twenty Million
Dollars ($20,000,000) and the Company has agreed to issue to the
Subscriber, from time to time, warrants to purchase a number of shares
of Common Stock, exercisable through December 31, 2004 (the "Subscriber
Warrants");
WHEREAS, pursuant to the terms of that certain Registration
Rights Agreement by and between the Company and each Subscriber, dated
June 16, 1998 (the "Registration Rights Agreement"), the Company has
agreed to provide each Subscriber with certain registration rights with
respect to the Common Stock to be issued in the Offering and the Common
Stock issuable upon exercise of the Subscriber Warrants;
WHEREAS, pursuant to Section 6.11 of the Subscription Agreement,
the Company has agreed to use its "reasonable best efforts" to cause the
Transfer Agent to issue certificates representing the Common Shares and
Warrant Shares without a Legend;
WHEREAS, the Company has agreed to amend Section 6.11 of the
Subscription Agreement and to use its "best efforts" to cause the
Transfer Agent to issue certificates representing the Common Shares and
Warrant Shares without a Legend; and
WHEREAS, the Company has further agreed to amend Section 6.8 of
the Subscription Agreement to cause its independent legal counsel to
deliver to Subscribers an additional opinion letter at the time that the
Registration Statement referred to in the Registration Rights Agreement
is declared effective containing language substantially in the form and
substance as provided herein.
TERMS:
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NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in Agreement and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Amendment of Section 6.11. The Company and Subscriber hereby agree
and amend Section 6.11 of the Subscription Agreement as follows:
"Such certificates shall bear a Legend only to the extent permitted by
Section 6.9 hereof and the Company shall use its best efforts to cause
the Transfer Agent to issue such certificates without a Legend, except
for the Initial Tranche Shares until such Initial Tranche Shares are
registered for resale under the Act."
2. Amendment of Section 6.8. The Company and Subscriber hereby agree
that Exhibit I of the Subscription Agreement shall be in the form attached
hereto as Exhibit I, and shall also contain language substantially in the form
and substance as follows:
"In the course of the preparation of the Registration Statement, which
involved, among other things, discussions and inquiries concerning the
various legal matters and the review of certain corporate records,
documents and proceedings, we participated in conferences with certain
officers and other representatives of the Company during which the
contents of the Registration Statement (including the documents
incorporated therein by reference) were discussed, and we advised the
Company as to the requirements of the Securities Act of 1933, as
amended, and the applicable rules and regulations thereunder. During the
course of the representation, nothing has come to our attention to cause
us to have reason to believe that the Registration Statement (including
the documents incorporated therein by reference) contains any untrue
statement of a material fact, or omits to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this ___ day of June, 1998.
TECHNICLONE CORPORATION
By: ________________________________
Xxxxxxxxx Xxxxxxx-Xxxxx, CFO
Address: Techniclone Corporation
00000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone No. (000) 000-0000
Facsimile No. (000) 000-0000
SUBSCRIBER(S)
____________________________________
Subscriber's Name
By:_________________________________
(Signature)
Address: ____________________________________
____________________________________
____________________________________
