AMENDMENT NO. 1 TO AGREEMENT TO PROVIDE ADDITIONAL CAPITAL
Exhibit 10.1
AMENDMENT NO. 1 TO AGREEMENT TO PROVIDE ADDITIONAL CAPITAL
This Amendment No. 1 to Agreement to Provide Additional Capital (this Amendment) is entered into this 9th day of March, 2005, by and between Arrowhead Research Corporation, a Delaware corporation (Arrowhead) and Nanotechnica, Inc., a California corporation (the Company).
WHEREAS, Arrowhead and the Company entered into that certain Agreement to Provide Additional Capital dated September 10, 2004 (the Agreement).
WHEREAS, the parties thereto desire to amend the Agreement pursuant to the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the parties agree as follows:
1. Amendment to Appendix 1. The parties hereby agree to amend and replace in its entirety Appendix 1 with the revised Appendix 1 attached hereto as Exhibit A.
2. Amendment to Section 3(a). The term Second Capital Contribution as used in Section 3(a) shall be replaced by the term Third Capital Contribution.
2. Remaining Provisions of the Agreement. Except as set forth herein, all other provisions of the Agreement remain in full force and effect.
3. Miscellaneous Provisions. Section 5 of the Agreement are specifically incorporated herein by this reference.
The parties have executed this Amendment as of the date set forth above.
ARROWHEAD RESEARCH CORPORATION | ||
By: | /s/ Bruce R. Stewart | |
Its: | President | |
NANOTECHNICA, INC. | ||
By: | /s/ Michael Roukes | |
Its: | Chief Technical Officer |
Exhibit A
Appendix 1
(As Amended on March 9, 2005)
To
Agreement to Provide Additional Capital
Amount of Capital Contribution | Capital Contribution Date | Number of Series A Preferred Stock Shares Subject to Forfeiture on the Forfeiture Date | ||
$4,000,000 (the Initial Capital Contribution) | September 10, 2004 | 0 | ||
$4,000,000 (the Second Capital Contribution) | May 9, 2005 | 4,000,000 | ||
$12,000,000 (the Third Capital Contribution) | On or before January 3, 2006 | 3,000,000 |