WARRANT AMENDMENT AGREEMENT
THIS
WARRANT AMENDMENT AGREEMENT (“
Amendment ”)
is made as of this 11th day of April, 2008 by and among Novelos
Therapeutics, Inc., a Delaware corporation (the “
Company ”)
and the undersigned holders of warrants to purchase 7,500,000
shares of the Company’s common stock dated May 2, 2007 (the
“
Series B Warrants ”)
issued pursuant a certain Securities Purchase Agreement, dated as
of April 12, 2007, by and among the Corporation and the Investors
signatory thereto (as amended on May 2, 2007, the “
Series B
Purchase Agreement ”).
All capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Series B Warrants.
WHEREAS, pursuant
to Section 21 of the Series B Warrants, the Series B Warrants may
amended with the written consent of the Company and the Requisite
Holders (as such term is defined in the Series B Purchase
Agreement) and any such amendment shall apply to all of the Series
B Warrants; and
WHEREAS ,
the Company and the undersigned holders of Series B Warrants, which
holders include the Requisite Holders, desire to amend the Series B
Warrants;
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree that the
Series B Warrants are hereby amended as follows:
1)
The
Expiration Date, as defined in Paragraph 1, is hereby changed
to April 11, 2013 from May 2, 2012.
2)
The
Warrant Price, as defined in Paragraph 1 is hereby reduced to
$0.65 from $1.25.
3)
Section
7 is amended and restated as follows:
Section
7.
Reservation of Common Stock .
The Corporation hereby represents and warrants that there have been
reserved, and the Corporation shall at all applicable times keep
reserved until issued (if necessary) as contemplated by this
Section 7, out of the authorized and unissued shares of Common
Stock, 100% of the number of shares issuable upon exercise of the
rights of purchase represented by this Warrant. The Corporation
agrees that all Warrant Shares issued upon due exercise of the
Warrant shall be, at the time of delivery of the certificates for
such Warrant Shares, duly authorized, validly issued, fully paid
and non-assessable shares of Common Stock of the
Corporation.
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