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AMENDMENT NO. 1
TO THE
INVESTMENT AGREEMENT
This
AMENDMENT NO. 1 (“ Amendment ”) to the
Investment Agreement (“ Investment Agreement
”) dated as of May 20, 2009 by and between PolyMedix,
Inc., a Delaware corporation (the “ Company
”) and Dutchess Equity Fund, LP, a Delaware Limited
Partnership (the “ Investor ”), is dated
as of July 8, 2009. Capitalized terms used herein but not
defined shall have the meanings set forth in the Investment
Agreement.
WHEREAS,
the Company and the Investor entered into the Investment Agreement
pursuant to which, upon the terms and subject to the conditions set
forth therein, the Investor agreed to invest up to ten million
dollars ($10,000,000) to purchase the Company’s common stock;
and
WHEREAS,
the parties desire to amend Section 2(J) of the Investment
Agreement as provided for herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:
(1) Section 2(J)
of the Investment Agreement shall be amended and restated in its
entirety as follows:
(J) LIMITATION ON AMOUNT OF OWNERSHIP.
Notwithstanding anything to the contrary in this Agreement, in no
event shall the Company be entitled to put Shares to the Investor
to the
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