WAIVER AND ACKNOWLEDGEMENT March 30, 2007Waiver and Acknowledgement • April 5th, 2007 • Alteon Inc /De • Pharmaceutical preparations
Reference is made to the sale and issuance by Alteon Inc., a Delaware corporation (the “Company”), of its convertible promissory notes and warrants pursuant to the transactions contemplated by (i) that certain Convertible Note and Warrant Purchase Agreement dated January 11, 2007, by and among the Company and the lenders named therein (the “Lenders”) (the “Purchase Agreement”), (ii) those certain convertible promissory notes, each dated January 11, 2007, in an aggregate principal amount of $3,000,000 issued to the Purchasers (the “Promissory Notes”), (iii) those certain warrants to purchase shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), dated January 11, 2007, issued to the Purchasers (the “Warrants”), (iv) that certain Security & Guaranty Agreement by and among the Company, HaptoGuard, Inc., a wholly owned subsidiary of the Company (“HaptoGuard”), and Baker Bros. Advisors, LLC, as collateral agent, dated January 11, 2007 (the “Security and Agreement”
