AMENDMENT AGREEMENT TO THE WARRANTS AND NOTESAmendment Agreement to the Warrants and Notes • February 14th, 2013 • Tengion Inc • Biological products, (no disgnostic substances)
This Amendment Agreement to (i) the warrants (the “Warrant”) to purchase shares of common stock, par value, $0.001 per share ("Common Stock") of Tengion, Inc., a Delaware corporation (the “Company) issued to [ ] (the “Investor”) on October 2, 2012 and (ii) the Senior Secured Convertible Note (the “Note”) issued to the Investor on October 2, 2012 in connection with a financing completed by the Company on October 2, 2012 (the “2012 Financing”), is entered into this 14th day of February, 2013, by and between the Company and the Investor. Terms not defined herein shall have the applicable meanings provided for such terms in the Warrant and Note.
ContractWarrant Agreement • February 14th, 2013 • Tengion Inc • Biological products, (no disgnostic substances) • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
THIRD AMENDMENT AGREEMENT TO THE REGISTRATION RIGHTS AGREEMENT AND FACILITY AGREEMENTRegistration Rights Agreement and Facility Agreement • February 14th, 2013 • Tengion Inc • Biological products, (no disgnostic substances)
This Third Amendment to the Registration Rights Agreement and Facility Agreement is entered into this 14th day of February, 2013, by and among Tengion, Inc. a Delaware corporation (the “Company”) and each party identified on the signature pages hereto (each an “Investor” and collectively the “Investors”). Terms not defined herein shall have the applicable meanings provided for such terms in the Purchase Agreement, the Facility Agreement, the Registration Rights Agreement, and the Warrants.
