SECOND AMENDMENT TO THE COMMON STOCK PURCHASE AGREEMENT

Contract Categories: Business Finance - Stock Agreements
EX-10.1 2 v380163_ex10-1.htm EXHIBIT10.1

 

SECOND AMENDMENT

 TO THE 

COMMON STOCK PURCHASE AGREEMENT

 

This Second Amendment (the “Amendment”) to the Common Stock Purchase Agreement, dated May 17, 2013 (as first amended on March 31, 2014), by and among Interleukin Genetics, Inc., a Delaware corporation (the “Company”), and the Purchasers identified on Schedule I thereto (the “Purchase Agreement”), is made as of May 30, 2014, by and among the Company and the Purchasers set forth on the signature page hereto. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Purchase Agreement.

 

WHEREAS, Section 2(b) of the Purchase Agreement provides each Purchaser with an option to purchase additional Shares and additional Warrants on or before June 30, 2014 (the “Expiration Date”);

 

WHEREAS, the Audit Committee of the Board of Directors of the Company and the Board of Directors of the Company have determined that it is in the best interests of the Company and its stockholders to extend the Expiration Date;

 

WHEREAS, in accordance with Section 9(c) of the Purchase Agreement, by executing and delivering this Amendment, the Company and the Purchasers set forth on the signature page hereto have approved this Amendment.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Amendment of Section 2(b) of the Purchase Agreement.

 

Section 2(b) of the Purchase Agreement is hereby amended by changing the Expiration Date from “June 30, 2014” to “December 31, 2014”.

 

2. Miscellaneous.

 

(i) Except as contemplated by this Amendment, all of the terms and conditions of the Purchase Agreement shall remain in full force and effect.

 

(ii) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

 

 
 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

 

  COMPANY:  
       
  INTERLEUKIN GENETICS, INC.  
       
  By: /s/ Kenneth S. Kornman  
  Name: Kenneth S. Kornman  
  Title: Chief Executive Officer  
       
  PURCHASERS:  
       
  BAY CITY CAPITAL FUND V, L.P.  
       
  By: BAY CITY CAPITAL MANAGEMENT V LLC, its
General Partner
 
  By: BAY CITY CAPITAL LLC, its Manager  
  By: /s/ Carl Goldfischer, MD  
  Name: Carl Goldfischer, MD  
  Title: Manager and Managing Director  
       
 

BAY CITY CAPITAL FUND V CO-INVESTMENT

FUND, L.P.

 
       
  By: BAY CITY CAPITAL MANAGEMENT V LLC, its
General Partner
 
  By: BAY CITY CAPITAL LLC, its Manager  
  By: /s/ Carl Goldfischer. MD  
  Name: Carl Goldfischer, MD  
  Title: Manager and Managing Director  
       
  GROWTH EQUITIES OPPORTUNITIES FUND III, LLC  
       
  By: /s/ Louis S. Citron  
  Name: Louis S. Citron  
  Title: Chief legal Officer