Amendment to Stock Purchase Agreement between Alteon Inc. and Purchasers (October 24, 2003)

Summary

This amendment, dated October 24, 2003, modifies the Stock Purchase Agreement originally signed on October 15, 2003, between Alteon Inc. and several investment entities and individuals. The main change extends the period during which the purchasers can deliver an Additional Closing Notice to 120 business days after the initial closing. All other terms of the original agreement remain unchanged. The amendment is effective upon execution by all parties listed, including Alteon Inc. and the various funds and trustees.

EX-10.2 3 w91414exv10w2.txt AMENDMENT TO STOCK PURCHASE AGREEMENT 10/24/03 Exhibit 10.2 AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is dated as of October 24, 2003 by and among Alteon Inc., a corporation organized under the laws of the State of Delaware (the "Company,") and each of the Purchasers (individually, a "Purchaser" and collectively, the "Purchasers") whose names are set forth on Exhibit A to the Agreement (as defined below). RECITALS: WHEREAS, the Company and Purchasers are parties to that certain Stock Purchase Agreement dated as of October 15, 2003 (the "Agreement"); and WHEREAS, the parties to the Agreement wish to amend the Agreement to modify the time period in which the Purchasers can deliver an Additional Closing Notice; NOW, THEREFORE, for good and adequate consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows: 1. All defined terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Agreement. 2. The Paragraph 1(a) of the Agreement shall be amended such that the term "Period End Date" shall refer to the one hundred and twentieth (120th) Business Day after the Initial Closing. 3. Except as amended hereby, the Agreement shall remain in full force and effect. 4. This Amendment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. ***** IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Stock Purchase Agreement to be duly executed on their behalf. ALTEON INC. By: /s/ Kenneth I. Moch -------------------------------------- Name: Kenneth I. Moch Title: President & CEO WHI GROWTH FUND, LP By: William Harris Investors, Inc., General Partner By: /s/ Michael S. Resnick ----------------------------------- Name: Michael S. Resnick Title: Executive Vice President WHI SELECT FUND, LP By: William Harris Investors, Inc., General Partner By: /s/ Michael S. Resnick ----------------------------------- Name: Michael S. Resnick Title: Executive Vice President PANACEA FUND, LLC By: William Harris Investors, Inc., General Partner By: /s/ Michael S. Resnick ----------------------------------- Name: Michael S. Resnick Title: Executive Vice President XMARK FUND, LTD By: /s/ David Cavalier --------------------------------------- Name: David Cavalier Title: Principal/COO XMARK FUND, L.P. By: /s/ David Cavalier -------------------------------------- Name: David Cavalier Title: Principal/COO VERTICAL VENTURES, LLC By: /s/ Joshua Silverman --------------------------------------- Name: Joshua Silverman Title: Partner BLUEGRASS GROWTH FUND, LP By: /s/ Brian Shatz --------------------------------------- Name: Brian Shatz Title: Managing Member JOSEPH KLEIN III, TRUSTEE JOSEPH KLEIN III 5% CHARITABLE REMAINDER TRUST By: /s/ Joseph Klein III, Trustee --------------------------------------- Name: Joseph Klein III, Trustee Title: Trustee MAINFIELD ENTERPRISES, INC. By: /s/ Avi Vigder -------------------------------------- Name: Avi Vigder Title: Authorized Signatory NORTH SOUND LEGACY FUND By: /s/ Thomas McAuley --------------------------------------- Name: Thomas McAuley Title: Chief Investment Officer NORTH SOUND LEGACY INSTITUTIONAL FUND LLC By: /s/ Thomas McAuley --------------------------------------- Name: Thomas McAuley Title: Chief Investment Officer NORTH SOUND LEGACY INTERNATIONAL LTD. By: /s/ Thomas McAuley --------------------------------------- Name: Thomas McAuley Title: Chief Investment Officer