AMENDMENT NO. 1 TO THE INVESTMENT AGREEMENT
Exhibit 10.24
This AMENDMENT NO. 1 (“Amendment”) to the Investment Agreement (“Investment Agreement”) dated
as of May 20, 2009 by and between PolyMedix, Inc., a Delaware corporation (the “Company”) and
Dutchess Equity Fund, LP, a Delaware Limited Partnership (the “Investor”), is dated as of July 8,
2009. Capitalized terms used herein but not defined shall have the meanings set forth in the
Investment Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Investor entered into the Investment Agreement pursuant to which,
upon the terms and subject to the conditions set forth therein, the Investor agreed to invest up to
ten million dollars ($10,000,000) to purchase the Company’s common stock; and
WHEREAS, the parties desire to amend Section 2(J) of the Investment Agreement as provided for
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
(1) Section 2(J) of the Investment Agreement shall be amended and restated in its entirety as
follows:
(J) LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to
the contrary in this Agreement, in no event shall the Company be
entitled to put Shares to the Investor to the extent that such
Shares, which when added to the number of shares of Common Stock
beneficially owned (as such term is defined under Section 13(d) and
Rule 13d-3 of the 0000 Xxx) by the Investor, would cause the
Investor’s beneficial ownership to exceed 4.99% of the number of
shares of Common Stock outstanding (as determined in accordance with
Rule 13d-1 of the 0000 Xxx) on the applicable Closing Date. The
percentage limitation set forth in this Section 2(J) shall not be
waivable by the Investor; in no event shall the Investor have the
right to waive this Section 2(J) and purchase (or refuse to
purchase) any Shares in excess of the percentage limitation set
forth herein at the Investor’s discretion.
(2) Except as expressly modified hereby, the Investment Agreement shall remain in full force
and effect in accordance with its original terms.
(3) This Amendment may be executed in two or more identical counterparts, all of which shall
be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party; provided that a
facsimile signature or an e-mail delivery of a “.pdf” format data file shall be considered due
execution and shall be binding upon the signatory thereto with the same force and effect as if the
signature were an original signature.
[Signature Page Follows.]
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the Investment Agreement
to be executed by their respective officers thereunto duly authorized as of the date first above
written.
| DUTCHESS EQUITY FUND, LP |
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| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Managing Member of:
Dutchess Capital Management, LLC General Partner to: Dutchess Equity Fund, LP |
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| POLYMEDIX, INC. |
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| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President, Finance
Chief Financial Officer |
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Signature Page to Amendment No. 1 to the Investment Agreement
