Exhibit 10.1
AMENDMENT TO SECURITIES
PURCHASE AGREEMENT
THIS AMENDMENT to that certain
Securities Purchase Agreement dated as of April 25, 2008
between MDRNA, Inc., a Delaware corporation (the “
Company ”), and the purchaser identified on the
signature page hereto (the “ Purchaser ”) (the
“ Purchase Agreement ”), is dated as of
June 9, 2009.
WHEREAS, the parties desire to amend
the Purchase Agreement in the manner set forth in this
Amendment.
NOW, THEREFORE, in consideration of
the mutual covenants contained in this Amendment, the Company and
the Purchaser hereby agrees as follows:
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1.
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The definition
of “Exempt Issuance” is hereby amended to add the
following: “and (d) shares of Common Stock and warrants
to purchase Common Stock (including the shares of Common Stock
issuable upon exercise of such warrants) issued pursuant to that
certain Securities Purchase Agreement, dated as of June 9,
2009, by and among the Company and the other parties
thereto.”
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2.
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The definition
of “Warrants” is hereby deleted in its entirety and
replaced with the following:
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““ Warrants
” means, collectively, the Common Stock purchase warrants
delivered to the Purchasers at the Closing in accordance with
Section 2.2(a) hereof, which Warrants shall be exercisable
upon the six month anniversary of the date hereof and have a term
of exercise equal to seven years, as to the Warrant issued pursuant
to Section 2.2(a)(iv), and 90 days, as to the Warrant
issued pursuant to Section 2.2(a)(v), otherwise in the form of
Exhibit A attached hereto, as may be amended from time to
time.”
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3.
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Section 4.12 of the Purchase
Agreement is hereby amended by substituting (i) “two
Trading Days” for “three Trading Days” in
Section 4.12(b) and (ii) “second (2
nd ) Trading Day” for “third
(3 rd
) Trading Day” in
Sections 4.12(c), (d) and (e).
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4.
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This Amendment
shall be effective upon the Company’s execution and receipt
of the same amendment executed by all the other
Purchasers.
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5.
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Except as otherwise expressly
provided by this Amendment, all of the terms and conditions of the
Purchase Agreement and each other Transaction
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