PLACEMENT AGENCY AGREEMENT January 21, 2014Placement Agency Agreement • February 4th, 2014 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • New York
Introduction. Subject to the terms and conditions herein (this “Agreement”), ARCA biopharma, Inc., a Delaware corporation (the “Company”), proposes to offer and sell registered securities of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and registered warrants to purchase Common Stock (the “Warrants” and, together with the Shares, and the Common Stock underlying the Warrants, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Dawson James Securities, Inc., as placement agent (“Dawson” or the “Placement Agent”).
COMMON STOCK PURCHASE WARRANT ARCA BIOPHARMA, INC.Common Stock Purchase Warrant • February 4th, 2014 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on the five (5) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ARCA biopharma, Inc., a Delaware corporation (the “Company”), up to [*] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). For purposes of clarity only, on the Issue Date, the number of Warrant Shares underlying this Warrant equals the number of shares of Common Stock purchased by the initial Holder in the Company’s offering pursuant to a registration statement on Form S-3 (File No. 333-172686) multiplied by 0.25 (rounded down to the nearest whole Warrant Share). The purchase price of one share of Common Stock und
ARCA biopharma, Inc., Computershare Inc. and Computershare Trust Company, N.A. as Warrant Agent Warrant Agency Agreement Dated as of February 3, 2014Warrant Agency Agreement • February 4th, 2014 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • New York
WARRANT AGENCY AGREEMENT, dated as of February 3, 2014 (“Agreement”), between ARCA biopharma, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (together with Computershare, the “Warrant Agent”).
Amendment No. 1 to Placement Agency Agreement dated January 21, 2014Placement Agency Agreement • February 4th, 2014 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
This Amendment No. 1 (“Amendment”) is made as of January 31, 2014 to that certain Placement Agency Agreement dated January 21, 2014 between ARCA biopharma, Inc. and Dawson James Securities, Inc. (“PAA”) with respect to the following:
