Exhibit 4.10
AMENDMENT NO. 1 TO
WARRANT
TO
PURCHASE COMMON
STOCK
THIS AMENDMENT NO. 1
TO WARRANT TO PURCHASE COMMON STOCK (this “ Amendment
”) is entered into as of the 19 th 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.
Recitals
A. The Holder was previously issued
a Warrant to Purchase Common Stock dated as of October 10,
2008 (the “ Warrant ”). Capitalized terms used
in this Amendment, but not otherwise defined in this Amendment,
shall have the meanings assigned to them in the Warrant.
B. The Holder and ARCA biopharma,
Inc., a Delaware corporation (f/k/a Nuvelo, Inc.) desire to amend
the Warrant to reflect the closing of the Merger and the exchange
of the common stock of the Corporation (as defined below) for the
common stock of ARCA biopharma Colorado, Inc., a Delaware
corporation (f/k/a ARCA biopharma, Inc.) in connection with such
closing.
Amendments
1. The definition of the term
“Exercise Price” in Section 1(b) of the Warrant
shall be deleted in its entirety and replaced with the
following:
“ (b) “
Exercise Price ” shall mean $9.7406, subject to
adjustment pursuant to the terms of the Warrant, including
Section 5 of the Warrant.”
2. The definition of the term
“Exercise Shares” in Section 1(c) of the Warrant
shall be deleted in its entirety and replaced with the
following:
“ (c) “
Exercise Shares ” shall mean 28,651 shares of common
stock of the Corporation (the “ Common Stock ”)
issuable upon the exercise of the Warrant, subject to adjustment
pursuant to the terms of the Warrant, including Section 5 of
the Warrant.”
3. The
