ContractARCA Biopharma, Inc. • March 27th, 2009 • In vitro & in vivo diagnostic substances • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
ARCA BIOPHARMA, INC. WARRANT TO PURCHASE COMMON STOCKARCA Biopharma, Inc. • March 27th, 2009 • In vitro & in vivo diagnostic substances • Colorado
This Warrant is being issued pursuant to the terms of the Note and Warrant Purchase Agreement, dated September 24, 2008, as amended by the First Amendment thereto, dated as of the date hereof, (as amended, the “Note and Warrant Purchase Agreement”) by and among the Corporation and the Purchasers listed on the Schedule of Purchasers thereto, as the same may be further amended from time to time (the “Schedule of Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Note and Warrant Purchase Agreement.
Re: Employment AgreementEmployment Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado
ARCA biopharma, Inc. (the “Company”) is pleased to offer you the following agreement regarding your employment as the Company’s Executive Vice President of Commercial Operations and certain severance benefits (the “Agreement”). This Agreement amends, supersedes and terminates any and all prior agreements or understandings with respect to your employment terms and severance benefits; provided, however, that, except as otherwise expressly provided, the Employee Intellectual Property Agreement (as defined below) is not modified or terminated hereby, and shall continue in full force and effect.
ARCA BIOPHARMA, INC. STOCK OPTION AGREEMENTOption Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
ARCA biopharma, Inc. (f/k/a Nuvelo, Inc.) has granted to the individual (the “Optionee”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Nuvelo, Inc. 2004 Equity Incentive Plan (the “Plan”), as amended to the Date of Option Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Optionee: (a) represents that the Optionee has read and is familiar with the terms and conditions of the Notice, the Plan and this Option Agreement, including the Effect of Termination of Service set forth in Section 7, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Plan and this Option Agreement, (c)
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into as of January 26, 2009 (the “Effective Date”), by and between ARCA biopharma, Inc., a Delaware corporation, formerly known as Nuvelo, Inc. (“Assignee”), and ARCA biopharma Colorado, Inc., a Delaware corporation, formerly know as ARCA biopharma, Inc. (“Assignor”). Assignor and Assignee are each individually referred to herein as a “Party,” and collectively referred to as the “Parties.”
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 23rd day of March, 2009, by and between Silicon Valley Bank (“Bank”) and ARCA biopharma Colorado, Inc. (f/k/a ARCA biopharma, Inc.), a Delaware corporation (“Borrower”) whose address is 8001 Arista Place, Suite 200, Broomfield, CO 80021.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is entered into as of the 19th day of February 2009, by and between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) and The Peierls Foundation, Inc.
Re: Amended and Restated Employment and Retention AgreementAnd Retention Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado
ARCA biopharma, Inc. (the “Company”) is pleased to offer you the following agreement regarding your employment as the Company’s Executive Vice President Business Development and General Counsel and certain severance benefits (the “Agreement”). This Agreement amends, supersedes and terminates any and all prior agreements with respect to your employment terms and severance benefits, including but not limited to, that certain Offer Letter and Letter Agreement dated January 1, 2005; provided, however, that, except as otherwise expressly provided, the Employee Intellectual Property Agreement (as defined below) is not modified or terminated hereby, and shall continue in full force and effect.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCKPurchase Stock • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCK (this “Amendment”) is entered into as of the 19th day of February 2009, by and between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) and SVB Financial Group.
June 1, 2008 VIA HAND DELIVERY Richard Brewer Santa Cruz, CA 95060 Re: Amended and Restated Employment and Retention Agreement Dear Dick:Retention Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado
ARCA biopharma, Inc. (the “Company”) is pleased to offer you the following agreement regarding your employment as the Company’s President and Chief Executive Officer and certain severance benefits (the “Agreement”). This Agreement amends, supersedes and terminates any and all prior agreements, representations or understandings with respect to your employment terms and severance benefits, including that certain letter agreement dated November 2, 2006.
INDEMNITY AGREEMENTIndemnity Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this day of by and between ARCA biopharma, Inc., a Delaware corporation (the “Corporation”), and (“Agent”).
ARCA BIOPHARMA, INC. NOTE AND WARRANT PURCHASE AGREEMENT SEPTEMBER 24, 2008Note and Warrant Purchase Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of September 24, 2008 (the “Effective Date”) by and between ARCA biopharma, Inc., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is entered into as of the 19th day of February 2009, by and between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) and Boulder Ventures IV, L.P.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is entered into as of the 19th day of February 2009, by and between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) and Skyline Venture Partners Qualified Purchaser Fund IV, L.P.
Re: Amended and Restated Employment and Retention AgreementEmployment and Retention Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado
ARCA biopharma, Inc. (the “Company”) is pleased to offer you the following agreement regarding your employment as the Company’s Chairman and Chief Science and Medical Officer and certain severance benefits (the “Agreement”). This Agreement amends, supersedes and terminates any and all prior agreements with respect to your employment terms and severance benefits, including but not limited to, that certain Offer Letter and Letter Agreement dated January 1, 2005; provided, however, that, except as otherwise expressly provided, the Employee Intellectual Property Agreement (as defined below) is not modified or terminated hereby, and shall continue in full force and effect.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is entered into as of the 19th day of February 2009, by and between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) and Boulder Ventures IV (Annex), L.P.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is entered into as of the 19th day of February 2009, by and between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) and Atlas Venture Fund VII, L.P.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCKPurchase Stock • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE STOCK (this “Amendment”) is entered into as of the 19th day of February 2009, by and between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) and SVB Financial Group.
ARCA BIOPHARMA, INC. FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of October 10, 2008 by and between ARCA biopharma, Inc., a Delaware corporation (the “Company”), the undersigned Purchasers (individually, a “Purchaser” and collectively, the “Purchasers”) and Parent.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ARCA Discovery, Inc., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCKPurchase Common Stock • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (this “Amendment”) is entered into as of the 19th day of February 2009, by and between ARCA biopharma, Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) and InterWest Partners IX, LP.
FIRST AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
THIS FIRST AMENDMENT AND CONSENT to Loan and Security Agreement (this “Amendment”) is entered into this 21st day of January, 2009, by and between Silicon Valley Bank (“Bank”) and ARCA biopharma, Inc. (f/k/a ARCA Discovery, Inc.), a Delaware corporation (“Borrower”) whose address is 8001 Arista Place, Suite 200, Broomfield, CO 80021.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 27th, 2009 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Colorado
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into as of January 26, 2009 (the “Effective Date”), by and between ARCA biopharma, Inc., a Delaware corporation, formerly known as Nuvelo, Inc. (“Assignee”), and ARCA biopharma Colorado, Inc., a Delaware corporation, formerly know as ARCA biopharma, Inc. (“Assignor”). Assignor and Assignee are each individually referred to herein as a “Party,” and collectively referred to as the “Parties.”
