Amendment to At Market Issuance Sales Agreement between BioCryst Pharmaceuticals, Inc. and MLV & Co. LLC
BioCryst Pharmaceuticals, Inc. and MLV & Co. LLC have agreed to amend their existing At Market Issuance Sales Agreement. Under this amendment, MLV will receive a 3% commission on the first $20 million of company stock sold and a 2% commission on any additional sales, changing the previous thresholds. This agreement outlines the updated compensation terms for MLV's role as sales agent for BioCryst's common stock.
Exhibit 1.1
March 11, 2013
MLV & Co. LLC
1251 Avenue of the Americas, 41st Floor
New York, NY 10020
Ladies and Gentlemen:
BioCryst Pharmaceuticals, Inc., a Delaware corporation (the Company), and MLV & Co. LLC (formerly McNicoll, Lewis & Vlak LLC), a Delaware limited liability company (MLV), are parties to an At Market Issuance Sales Agreement, dated as of June 28, 2011 (the Agreement), pursuant to which, MLV serves as agent for the sale of shares of the Companys common stock, par value $0.01 per share (the Common Stock). Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms under the Agreement.
The Agreement provides for compensation equal to (i) 3% of the gross proceeds from the sale of the first $30 million of Placement Shares, and (ii) 2% of the gross proceeds from the sale of any additional Placement Shares. Notwithstanding the foregoing, the parties agree that for purposes of calculating the amount of any compensation, from the date of this letter agreement, to be paid by the Company to MLV in connection with the sale of the Placement Shares under Section 2 of the Agreement, the parties agree that MLV shall receive as compensation an amount equal to 3% of the gross proceeds from the sale of Placement Shares for the first $20 million of Placement Shares sold under the Agreement, and 2% for the remaining Placement Shares sold thereafter under the Agreement.
Very truly yours, | ||||
BIOCRYST PHARMACEUTICALS, INC. | ||||
By: | ||||
Name: Title: | ||||
ACCEPTED as of the date first-above written: | ||||
MLV & CO. LLC | ||||
By: | ||||
Name: Dean Colucci Title: President |