Exhibit 4.1
January 28, 1998
NaPro BioTherapeutics, Inc.
0000 Xxxxx Xxxx
Xxxx X
Xxxxxxx, Xxxxxxxx 00000
Attn: Vice President and Chief Financial Officer
Gentlemen:
Reference is made to (i) the Note Purchase Agreements (the "Purchase
Agreements") dated as of May 30, 1997 among NaPro BioTherapeutics, Inc., a
Delaware corporation (the "Company"), and the various Buyers parties thereto, as
amended to date, (ii) the Engagement Letter dated May 12, 1997 (the "Engagement
Letter") between the Company and Xxxx & Xxxxxxxx Capital, LLC ("Xxxx &
Altschul"); (iii) each of the Senior Convertible Notes of the Company, as
amended to date (each, a "Note") and (iv) warrants to purchase an aggregate of
323,700 shares of common stock of the Company, issued to the Buyers and certain
of which are held by Xxxx & Xxxxxxxx Group, LLC (the "Warrants"). Capitalized
terms used herein and not defined shall have the meanings assigned to them in
the Purchase Agreements and the Notes.
The various Holders and the Company agree as follows:
(a) (1) The Company agrees to hold an annual meeting of stockholders
(the "Annual Meeting") no later than June 1, 1998. Prior to the Annual Meeting,
the Board of Directors of the Company shall recommend to the stockholders that
they (i) approve an amendment to the Company's Certificate of Incorporation
which shall increase the authorized Common Stock to 30,000,000 shares and (ii)
effect the Stockholder Approval. The Board of Directors of the Company will
solicit proxies to vote the outstanding shares of Common Stock in favor of the
actions specified in clauses (i) and (ii) of the immediately preceding sentence
and the Company shall otherwise use its best efforts to obtain approval of such
actions by the holders of the outstanding Common Stock. If the stockholders take
the action specified in clause (i) and fail to take the actions specified in
clause (ii) of the first sentence of this paragraph (a), the Company shall use
its best efforts to obtain a waiver by Nasdaq of the Stockholder Approval. The
Company may cease taking further steps to fulfill the requirements of this
paragraph (a) if at any time prior to performance in full of the Company's
obligations under this paragraph (a)(1) no Notes are outstanding or the Company
shall have redeemed all outstanding Notes pursuant to Section 1.2 of the Notes
by payment in full of the Optional Redemption Price thereof after giving an
Optional Redemption Notice therefor in accordance with Section 1.2 of the Notes.
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(2) If the stockholders fail to take the actions specified in
clauses (i) and (ii) of the first sentence of paragraph (a)(1), so long as the
Company is in compliance in all material respects with its obligations to the
Holders, then on June 1, 1998, this Agreement shall terminate and the terms of
the Notes and Warrants shall be those in effect on the date hereof without
giving effect to the amendments contained herein, except that Sections (n) and
(o) hereof shall remain in effect.
(b) Section 2.2 of the Notes is amended and restated in its entirety to
read as follows:
2.2 Authorized Shares. The Company covenants that,
during the period the conversion rights exist, (i) until the
date on which the Stockholder Approval is effected, the
Company will reserve from its authorized and unissued Common
Stock an aggregate of 2,222,222 shares for issuances pursuant
hereto from the Issuance Date through the date on which the
Stockholder Approval is effected, and (ii) from the date on
which the Stockholder Approval is effected through December
31, 1998, the Company will reserve from its authorized and
unissued Common Stock an aggregate of 3,820,000 shares for
issuances pursuant hereto from the Issuance Date through
December 31, 1998 (such amounts referred to in clauses (i) and
(ii) above to be subject to equitable adjustment from time to
time on terms reasonably acceptable to the Holder for stock
splits, stock dividends, combinations, capital reorganizations
and similar events relating to the Common Stock occurring on
or after the Issuance Date) to provide for the issuance of
Common Stock upon the conversion of this Note and the Other
Notes, subject to reduction from time to time by the number of
shares of Common Stock issued on conversion of this Note and
the Other Notes. The Company shall, from time to time,
authorize and reserve additional shares of Common Stock to be
issuable pursuant to the terms of this Note as shall be
necessary to ensure any payment of interest on this Note in
accordance with Section 1.1. and on the Other Notes in
accordance with the terms thereof. In addition, the Company
shall, after December 31, 1998 and so long as any conversion
rights exist hereunder, authorize and reserve additional
shares of Common Stock to be issuable pursuant to the terms of
this Note as shall be necessary to ensure that an adequate
number of shares of Common Stock are at all times authorized
and reserved for issuance upon full conversion of this Note
and the Other Notes. The Company represents and warrants that
upon issuance, such shares of Common Stock will be duly and
validly issued, fully paid and non-assessable. The Company
agrees that its issuance of this Note shall constitute full
authority to its officers and agents who are charged with the
duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the
conversion of and payment of interest on this Note.
(c) So long as the Company is in compliance in all material respects
with its obligations to the Holders, including, without limitation, the
obligations of the Company under the Transaction Documents and this Agreement,
during the period beginning on
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December 19, 1997 and ending December 31, 1998, the Holders hereby waive their
rights to require to the Company to redeem the Notes due to a Maximum Share
Amount Inconvertibility, including any rights to receive notice.
(d) A new Section 2.5 and a new Section 2.6 are added at the end of Article
II to read as follows:
2.5 Other Inconvertibility Events. If at any time following
the Stockholder Approval, the Company or the Holder becomes
aware of any facts that would cause any portion of this Note
to be inconvertible, other than a Maximum Share Amount
Inconvertibility or a Registration Restriction
Inconvertibility, such person shall promptly give written
notice of such facts to the other person. Promptly upon
receipt by the Company of such notice (if the Company is the
receiving person) or in such notice (if the Company sends such
notice), if the Company agrees that such inconvertibility
exists, the Company shall make an offer to redeem such
inconvertible portion of this Note within 10 Business Days at
the Redemption Price. Such Redemption Price shall be payable
by the Company in four equal monthly installments and the
principal amount of this Note shall be reduced accordingly as
such payments are made. Such inconvertible portion to be
redeemed on or after January 1, 1999 shall be the largest
amount of this Note which could not be converted at any time
on or after the Stockholder Approval.
2.6 Limitation on Conversion Under Certain Circumstances.
(a) Notwithstanding any other provision herein, (A)
the Holder shall have no right to convert any portion of the
principal amount of this Note (and accrued and unpaid interest
thereon and on any such interest) if such conversion would
result in (i) the aggregate number of shares of Common Stock
issued hereunder during the period beginning on the Issuance
Date and ending on December 31, 1998 (whether through
conversion (including pursuant to Section (h) of the letter
agreement dated January 28, 1997 among the Company, the Holder
and the holder of the Other Notes (the "Amendment Agreement"))
or in payment of interest or otherwise) exceeding the
Aggregate Allotment (as defined in the Amendment Agreement) of
this Note, and (B) subject to Section 1.2(b), during the
period beginning on January 1, 1998 and ending on December 31,
1998, the Holder shall not be entitled to convert any portion
of this Note at a Conversion Price that is less than $4.00 if
such conversion would result in the aggregate number of shares
of Common Stock issued hereunder (whether through conversion
or in payment of interest or otherwise but excluding any
shares issued pursuant to Section (h) of the Amendment
Agreement) at a Conversion Price (or Computed Price, in the
case of Payment Shares) that is less than $4.00 during the
calendar month of the proposed conversion for which the
determination under this
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clause (B) is being made exceeding the Monthly Allotment (as
defined in the Amendment Agreement).
(b) Notwithstanding any other provision herein, until
the Stockholder Approval is obtained, the Holder shall have no
right to convert any portion of the principal amount of this
Note (and accrued and unpaid interest thereon and on any such
interest) if such conversion would result in the aggregate
number of shares of Common Stock issued hereunder (whether
through conversion (including pursuant to Section (h) the
Amendment Agreement) or in payment of interest or otherwise)
exceeding the Initial Allotment (as defined in the Amendment
Agreement).
(c) The provisions contained in this Section 2.6
shall be of no further force and effect if (i) the Company is
acquired by another person by means of any merger,
consolidation, sale or all or substantially all assets of the
Company, share exchange or other business combination (each, a
"Transaction"), (ii) the Company enters into any Transaction
where the shareholders of the Company immediately prior to
such Transaction do not collectively own at least 51% of the
outstanding voting securities of the surviving corporation of
such Transaction immediately following such Transaction, (iii)
the Company enters into any agreement for any such
Transaction, (iv) a Tender Offer is consummated for at least
51% of the outstanding shares of Common Stock or (v) the
Company fails to comply in any material respect with its
obligations to the Holder, including, without limitation, the
Amendment Agreement or the Note Purchase Agreement, the
Warrants or this Note as amended by the Amendment Agreement.
(e) "Aggregate Allotment" shall mean the following with respect to each
Note:
Note Aggregate Allotment
----
1 1,422,562
2 768,537
3 768,142
4 659,119
5 92,100
6 109,540
(f) "Initial Allotment" shall mean the following with respect to each Note:
Note Initial Allotment
1 835,259
2 418,413
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3 418,198
4 431,799
5 53,893
6 64,660
(g) "Monthly Allotment" shall mean the following with respect to each Note:
Note Monthly Allotment
----
1 110,272
2 65,740
3 65,706
4 42,682
5 7,174
6 8,427
(h) Notwithstanding any inconsistent provisions of Section 2.1 of the
Notes, Xxxxxx Partners and Olympus Securities Ltd. (but not any transferee of
their interests in the Notes), taken together, and Delta Opportunity Fund, Ltd.
and OTATO L.P. (but not any transferee of their interests in the Notes), taken
together, shall each have the right at any time to convert an aggregate amount
of principal of and interest on the Notes equal to $236,250 at a Conversion
Price of $1.575, which right shall not affect the conversion rights set forth in
Section 2.6(a)(ii) of the Notes. The principal amount of such Notes shall, in
such case, be reduced in the manner set forth in Section 2.3 of the Notes.
(i) A new Section 3.9 is added at the end of Article III of each Note to
read as follows:
3.9 Limitation on Liens. Until (x) June 1, 1998 (if the
Stockholder Approval is not obtained on or prior to such date)
or (y) December 31, 1998 (if the Stockholder Approval is
obtained on or prior to June 1, 1998), while any Notes are
outstanding, the Company will not, and will not permit any of
its subsidiaries to, without prior written consent of the
Majority Holders, create, incur, assume or suffer to exist any
Liens of any kind against or upon any of its property or
assets, or any proceeds therefrom, unless (i) in the case of
Liens securing indebtedness that is expressly subordinate or
junior in right of payment to the Notes, the Notes are secured
by a Lien on such property, assets or proceeds that is senior
in priority to such Liens and (ii) in all other cases, the
Notes are equally and ratably secured, except for (A) Liens
existing as of the date of the Amendment Agreement (the
"Amendment Date") and any extensions, renewals or replacements
thereof, (B) Liens securing the Notes, (C) Liens securing
intercompany indebtedness of the Company or a subsidiary of
the Company and (D) Permitted Liens.
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(j) The first sentence of Section 1.2(a) of the Notes is amended by
deleting "50%" and replacing it with "100%".
(k) Section 1.2(b) of the Notes is amended and restated in its entirety to
read:
(b) The Company shall not be entitled to give an
Optional Redemption Notice or to redeem any portion of this
Note with respect to which the Holder has given a Conversion
Notice. Notwithstanding the giving of an Optional Redemption
Notice, the Holder shall be entitled to convert in accordance
with the terms of this Note such portion of this Note which
otherwise is to be redeemed in accordance with such Optional
Redemption Notice and would convert into shares of Common
Stock sufficient to cover open and short positions in the
Common Stock held by the Holder on the date of the Optional
Redemption Notice, by giving a Conversion Notice at any time
prior to the later of (1) the date which is one Business Day
prior to the applicable Optional Redemption Date and (2) the
date on which the Company pays the Optional Redemption Price
of such portion of this Note to the Holder; provided, however,
that if the Company defaults in payment of the Optional
Redemption Price, the Holder shall thereafter be entitled to
convert this Note.
(l) The definition of "Optional Redemption Date" and "Optional
Redemption Price" in Section 7.1 of the Note are amended and restated as
follows:
"Optional Redemption Date" means, as applicable, a 1998 Redemption Date or
a Subsequent Redemption Date.
"Optional Redemption Price" means, as applicable, the 1998
Redemption Price or the Subsequent Redemption Price. The 1998
Redemption Price shall be payable on any 1998 Redemption Date
and the Subsequent Redemption Price shall be payable on any
Subsequent Redemption Date.
(m) The following definitions are added to Section 7.1 of the Note in the
appropriate alphabetical order:
"Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind
in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law (including any
conditional sale or other title retention agreement, any lease
in the nature thereof, any option or other agreement to sell
or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial
Code (or equivalent statutes) of any jurisdiction).
"1998 Redemption Date" means any Business Day during the
period commencing on the Issuance Date and ending on December
31, 1998.
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"1998 Redemption Price" means an amount in cash equal to the
sum of (1) the product obtained by multiplying (A) the sum of
(i) the outstanding principal amount of the Note specified in
an Optional Redemption Notice as being required to be redeemed
by the Company plus (ii) accrued and unpaid interest on such
principal amount to the Optional Redemption Date times (B)
130% plus (2) accrued and unpaid Default Interest, if any, on
the amount referred to in the immediately preceding clause
(1)(A)(ii) at the rate provided in this Note to the Optional
Redemption Date. The 1998 Redemption Price shall be adjusted
to reflect the reduced outstanding principal amount of this
Note and related accrued interest on the Optional Redemption
Date resulting from any permitted conversions of this Note
after the Optional Redemption Notice is given pursuant to
Section 1.2(b).
"Permitted Liens" means the following types of Liens:
(1) Liens for taxes, assessments or governmental
charges or claims either (a) not delinquent or (b) contested
in good faith by appropriate proceedings and as to which the
Company or its subsidiaries shall have set aside on its books
such reserves as may be required pursuant to Generally
Accepted Accounting Principles;
(2) statutory Liens of landlords and Liens of
carriers, warehousemen, mechanics, suppliers, materialmen,
repairmen and other Liens imposed by law incurred in the
ordinary course of business for sums not yet delinquent or
being contested in good faith, if such reserve or other
appropriate provision, if any, as shall be required by
Generally Accepted Accounting Principles shall have been made
in respect thereof;
(3) Liens incurred or deposits made in the ordinary
course of business in connection with workers' compensation,
unemployment insurance and other types of social security,
including any Lien securing letters of credit issued in the
ordinary course of business consistent with past practice in
connection therewith, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases,
government contracts, performance and return-of-money bonds
and other similar obligations (exclusive of obligations for
the payment of borrowed money);
(4) judgment Liens not giving rise to an Event of Default:
(5) easements, rights-of-way, zoning restrictions and
other similar charges or encumbrances in respect of real
property not interfering in any material respect with the
ordinary course of the business of the Company;
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(6) any interest or title of a lessor under any capitalized lease
obligation;
(7) purchase money Liens to finance property or assets of the Company or
any subsidiary of the Company acquired in the ordinary course of business;
(8) Liens upon specific items of inventory or other
goods and proceeds of any person securing such person's
obligations in respect of bankers' acceptances issued or
created for the account of such person to facilitate the
purchase, shipment, or storage of such inventory or other
goods;
(9) Liens securing reimbursement obligations with
respect to commercial letters of credit which encumber
documents and other property relating to such letters of
credit and products and proceeds thereof;
(10) Liens encumbering deposits made to secure
obligations arising from statutory, regulatory, contractual,
or warranty requirements of the Company or any of its
subsidiaries, including rights of offset and set-off;
(11) leases or subleases granted to others that do not materially interfere
with the ordinary course of business of the Company and its subsidiaries; and
(12) Liens arising from filing Uniform Commercial Code financing statements
regarding leases.
"Subsequent Redemption Date" means any Business Day beginning
on January 1, 1999 and ending on the first date on which no
principal amount of this Note is outstanding.
"Subsequent Redemption Price" means an amount in cash equal to
the sum of (1) the product obtained by multiplying (A) the sum
of (i) the outstanding principal amount of the Note specified
in an Optional Redemption Notice as being required to be
redeemed by the Company plus (ii) accrued and unpaid interest
on such principal amount to the Optional Redemption Date times
(B) 110% plus (2) accrued and unpaid Default Interest, if any,
on the amount referred to in the immediately preceding clause
(1)(A)(ii) at the rate provided in this Note to the Optional
Redemption Date. The Subsequent Redemption Price shall be
adjusted to reflect the reduced outstanding principal amount
of this Note and related accrued interest on the Optional
Redemption Date resulting from any permitted conversions of
this Note after the Optional Redemption Notice is given
pursuant to Section 1.2(b).
(n) The proviso at the end of the definition of Conversion Price in Section
7.1 of the Note is amended and restated as follows:
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provided, however, that (i) on any date on or after March 1,
1998 but prior to June 1, 1998, the Conversion Price shall not
be greater than 110% of the arithmetic average of the Market
Price of the Common Stock for the period of thirty (30)
consecutive Trading Days ending one Trading Day prior to March
1, 1998 (the "March Cap") and (ii) on any date on or after
June 1, 1998, the Conversion Price shall not be greater than
the lesser of (A) 110% of the arithmetic average of the Market
Price of the Common Stock for the period of thirty (30)
consecutive Trading Days ending one Trading Day prior to June
1, 1998 and (B) the March Cap.
(o) The definition of "Purchase Price" in the Warrants is amended by
deleting "$10.00" and replacing it with "$2.50."
(p) (1) Within five Business Days of the date hereof, the Company shall
(i) file a Current Report on Form 8-K describing the terms of this Amendment
Agreement (the "8-K") and (ii) make a good faith determination within five days
after execution of this Agreement of whether, pursuant to Section 8 of the Note
Purchase Agreements, the Company is required to file an additional Registration
Statement or to amend the existing Registration Statement and notify the Holders
in writing of such determination. Notwithstanding Section 8 of the Note Purchase
Agreements, if the Company so determines that such a filing is required, the
Company shall file such Registration Statement within 15 days after the date
hereof or such amendment within five Business Days after the date hereof.
(2) This Agreement constitutes a notice pursuant to Section
8(b)(5) of the Note Purchase Agreement and accordingly the Holders agree that
they will not sell any securities pursuant to the Prospectus until the Company
gives the Holders notice that they may thereafter do so. The Company hereby
confirms that it will use its best efforts to make the Prospectus available
within five Business Days after the date hereof.
(3) During the period beginning on the date hereof and ending
on the earlier to occur of (i) effectiveness of an amendment to the existing
Registration Statement or (ii) a good faith determination by the Company that no
such amendment is required and the filing of the 8-K, or (iii) the date that is
30 days after the date of this Agreement, the Holders waive their rights under
Sections 4.1 and 4.2 of the Notes to require the Company to repurchase any Notes
by reason of clause (e) of the definition of Repurchase Event or the occurrence
of a Registration Repurchase Event.
(4) Notwithstanding any inconsistent provision in Section 8 of
the Note Purchase Agreements, if the Company is required, pursuant to Section 8
of the Note Purchase Agreements, to file an additional registration statement to
register shares of Common Stock issuable upon conversion of the Notes following
the Stockholder Approval, it will do so within 15 days after obtaining the
Stockholder Approval. Notwithstanding any inconsistent provision in Section 8 of
the Note Purchase Agreements, the Company will use its best efforts to have such
Registration Statement declared effective as soon as possible but in no event
later than 75 days after obtaining the Stockholder Approval. Such Registration
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Statement and the related prospectus shall otherwise be deemed to be
included in the terms "Registration Statement" and "Prospectus."
(q) Each Holder represents and warrants that it has all requisite power
and authority, corporate or otherwise, to execute, deliver and perform its
obligations under this Agreement and the other agreements executed by such
Holder in connection herewith and to consummate the transactions contemplated
hereby and thereby; and this Agreement has been duly and validly authorized,
duly executed and delivered by such Holder and, assuming due execution and
delivery by the Company, is a valid and binding agreement of such Holder
enforceable in accordance with its terms, except as the enforceability hereof
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally and general principles of equity,
regardless of whether enforcement is considered in a proceeding in equity or at
law.
(r) The Company represents and warrants to the Holders that:
(1) The Common Stock is listed for trading on Nasdaq and (1)
the Company and the Common Stock meet the criteria for continued listing and
trading on Nasdaq; (2) the Company has not been notified since January 1, 1995
by the NASD of any failure or potential failure to meet the criteria for
continued listing and trading on Nasdaq and (3) no suspension of trading in the
Common Stock is in effect. The Company knows of no reason why the Shares will
not be eligible for listing on Nasdaq.
(2) This Agreement has been duly authorized, executed and
delivered by the Company and, assuming due execution and delivery by the
Holders, this Agreement is a valid and binding obligation of the Company
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally and general principles of equity,
regardless of whether enforcement is considered in a proceeding in equity or at
law.
(3) The execution and delivery of this Agreement and the
consummation by the Company of the transactions contemplated hereby do not and
will not, with or without the giving of notice or the lapse of time, or both,
(i) result in any violation of any term of the certificate of incorporation or
by-laws of the Company or any of its Subsidiaries, (ii) conflict with or result
in a breach by the Company or any of its Subsidiaries of any of the terms or
provisions of, or constitute a default under, or result in the modification of,
or result in the creation or imposition of any lien, security interest, charge
or encumbrance upon any of the properties or assets of the Company or any of its
Subsidiaries pursuant to, any indenture, mortgage, deed of trust or other
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries or any of their
respective properties or assets are bound or affected or (iii) violate or
contravene any applicable law, rule or regulation or any applicable decree,
judgment or order of any court,
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United States federal or state regulatory body, administrative agency or other
governmental body having jurisdiction over the Company or any of its
Subsidiaries or any of their respective properties or assets or (iv) have any
material adverse effect on any permit, certification, registration, approval,
consent, license or franchise necessary for the Company or any of its
Subsidiaries to own or lease and operate any of their respective properties and
to conduct any of their respective businesses or the ability of the Company or
any of the Subsidiaries to make use thereof.
(4) No authorization, approval or consent of, or filing with,
any court, governmental body, regulatory agency, self-regulatory organization,
or stock exchange or market or the stockholders of the Company is required to be
obtained or made by the Company or any of its Subsidiaries in connection with
the execution, delivery and performance of this Agreement, other than (1)
listing of the additional Shares on Nasdaq, (2) registration of the resale of
the Shares under the 1933 Act as contemplated by Section 8, (3) as may be
required under applicable state securities or "blue sky" laws.
(5) Once the Stockholder Approval has been obtained and a
certificate of amendment to the Company's certificate of incorporation has been
filed to increase the number of authorized shares of Common Stock, the
additional shares of Common Stock issuable upon conversion of the Notes will be
duly authorized and, upon issuance upon conversion of the Notes, will be validly
issued and fully paid and non-assessable.
(s) Prior to transferring any Notes, and in addition to the provisions
in Section 8.7 of the Notes, a Holder shall provide the transferee with a copy
of this Agreement and such transferee shall agree in writing to be bound by the
terms hereof. The Company agrees to be bound by the terms of this Agreement for
the benefit of each such transferee.
(t) The parties hereto agree that the condition set forth on the first
signature page hereto has been satisfied.
* * * * *
This Amendment Agreement is conditioned upon the amendment of the terms
of the Company's Series C Convertible Preferred Stock, substantially on the
terms set forth on Exhibit A to the Agreement in Principle, dated as of January
6, 1998 by and between the Company and Advantage Fund II, Ltd.
DELTA OPPORTUNITY FUND, LTD.
By: \s\
XXXXXX PARTNERS
By: \s\
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OLYMPUS SECURITIES, LTD.
By: \s\
OMICRON PARTNERS, L.P.
By: \s\
OTATO L.P.
By: \s\
XXXX & ALTSCHUL GROUP, LLC
By: \s\
Acknowledged and agreed:
NAPRO BIOTHERAPEUTICS, INC.
By: \s\ Xxxxxx X. Link, Jr.
Date: 1/28/98
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