Amendment No. 1 to At-The-Market Issuance Sales Agreement
Exhibit 1.2
Amendment No. 1 to
August 30, 2013
MLV & Co. LLC (formerly, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Vlak LLC)
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the At-The-Market Issuance Sales Agreement, dated July 13, 2011, including the Schedules thereto (the “Sales Agreement”), between ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Vlak LLC (n/k/a MLV & Co. LLC) (“MLV”) and Prana Biotechnology Ltd, a corporation organized under the laws of the state of Victoria, Australia (the “Company”). All capitalized terms used in this Amendment No. 1 to At-The-Market Issuance Sales Agreement between MLV and the Company (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. MLV and the Company agree as follows:
A. Amendments to Sales Agreement. The Sales Agreement is amended as follows:
1. All references to “▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Vlak LLC” are deleted and replaced with “MLV & Co. LLC.”
2. In Section 1 of the Sales Agreement, the reference to “for up to an aggregate of 50 million Ordinary Shares” in the first paragraph, is deleted and replaced with “for up to an aggregate of $47,184,000 in addition to any Ordinary Shares sold pursuant to this Agreement prior to August 30, 2013.”
3. Section 6 is amended by deleting in its entirety footnote 1.
4. Section 14 is amended by deleting the words “DLA Piper LLP (US), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: ▇▇▇-▇▇▇-▇▇▇▇” and replacing them with “▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇.”
5. Schedule 1 is amended by deleting “July [ ], 2011” and adding the words “July 13, 2011, as amended on August 30, 2013.”
6. Schedule 3 is amended by amending and restating the MLV contacts as follows:
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With a copy to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
7. The first sentence of the Form of Representation Date Certificate attached as Exhibit 7(l) is amended by deleting “July [ ], 2011” and adding the words “July 13, 2011, as amended on August 30, 2013.”
B. Prospectus Supplement. The Company shall file a 424(b) Prospectus Supplement reflecting this Amendment within 2 business days of the date hereof.
C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect.
D. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.
E. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.
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If the foregoing correctly sets forth the understanding between us, please so indicate in the space provided below for that purpose.
| Very truly yours,
Executed by Prana Biotechnology Limited ACN 080 699 065 acting by the following persons:
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director/Company Secretary
ACCEPTED as of the date first above written:
MLV & Co. LLC (formerly ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Vlak LLC)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Operating Officer
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