AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM
May 5, 2020
520 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
This Amendment No. 1 to the Open Market Sale AgreementSM (this Amendment) is entered into as of the date first written above by Karyopharm Therapeutics Inc., a Delaware Corporation (the Company), and Jefferies LLC (Agent), that are parties to that certain Open Market Sale AgreementSM, dated August 17, 2018 (the Original Agreement). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
1. The preamble to the Original Agreement is hereby deleted in its entirety and replaced with the following:
Karyopharm Therapeutics Inc., a Delaware Corporation (the Company), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the Agent), shares of the Companys common stock, par value $0.0001 per share (the Common Shares), having an aggregate offering price of up to $175,000,000 on the terms set forth in this agreement (this Agreement).
2. The definition of Agency Period in Section 1(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
Agency Period means the period commencing on the date of this Agreement and expiring on the earliest to occur of (x) the date on which the Agent shall have placed the Maximum Program Amount pursuant to this Agreement and (y) the date this Agreement is terminated pursuant to Section 7.
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The definition of Maximum Program Amount in Section 1(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:
Maximum Program Amount means Common Shares with an aggregate Sales Price of the lesser of (1) $175,000,000 and (2) the aggregate dollar amount of Shares registered under the Registration Statement.