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AMENDMENT NO. 2 TO PURCHASE AGREEMENT
2 (the "Amendment") is entered into this 20th day of October 2014 ("Amendment Effective
Date"), by and between ONCOLYTICS BIOTECH INC., a company incorporated
under the Business Corporations Act (Alberta), (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC,
an Illinois limited liability company (the "Investor"), and amends that certain Purchase Agreement, dated as
of February 27, 2014, between the Investor and the Company (the "Agreement"), as amended by that certain Amendment
No. 1 to Purchase Agreement dated as of August 8th, 2014. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Agreement.
parties desire to amend the terms of the Agreement as set forth herein;
the parties hereto, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree
1. Section 1(j) of the Purchase Agreement relating to the
definition of "Base Price" is hereby amended and restated to read: "Base Price means a per Purchase Share Price
equal to the sum of (i) the Signing Market Price and (ii) $0.0781 (subject to adjustment for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement)."
2. Section 2(d) of the Purchase Agreement relating to the
Floor Price is hereby deleted in its entirety.
3. The reference to "One Hundred Thousand (100,000)
Purchase shares" appearing in the second sentence of Section 2(a) of the Purchase Agreement is hereby amended and restated
to read: "One Hundred Fifty Thousand (150,000) Purchase Shares." the reference to "One Hundred Fifty Thousand
(150,000) Purchase Shares" appearing in the second sentence of Section 2(a) of the Purchase Agreement is hereby amended and
restated to read: "Two Hundred Thousand (200,000) Purchase Shares;" the reference to "Two Hundred Thousand (200,000)
Purchase Shares" appearing in the second sentence of Section 2(a) of the Purchase Agreement is hereby amended and restated
to read: "Three Hundred Thousand (300,000) Purchase Shares;"
4. Section 5(e) of the Purchase Agreement with respect to
the Additional Commitment Shares is hereby amended and restated such that the denominator of the "Purchase Amount Fraction"
shall be $13,000,000.
5. In consideration of the amendments to the Agreement set
forth in this Amendment, the Company shall issue to Investor upon execution of this Amendment, 146,397 shares of Common Stock,
which shall be treated as Initial Commitment Shares under the Agreement.
6. Except as expressly set forth above, all other terms and
conditions of the Agreement shall remain in full force and effect, without amendment thereto.
7. This Amendment shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
8. This Amendment may be executed in counterparts, all of which taken together shall constitute one and the same
original and binding instrument and shall become effective when all counterparts have been signed by each party and delivered
to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.
the parties hereto have caused this Amendment No. 2 to be duly executed by their respective authorized officer as of the Amendment
| THE COMPANY: | ||
| ONCOLYTICS BIOTECH INC. | ||
| By: | /s/ Kirk Look | |
| Name: | Kirk Look | |
| Title: | Chief Financial Officer | |
| INVESTOR: | ||
| LINCOLN PARK CAPITAL FUND, LLC | ||
| BY: | LINCOLN PARK CAPITAL, LLC | |
| BY: | ALEX NOAH INVESTORS, INC. | |
| By: | /s/ Jonathan Cope | |
| Name: | Jonathan Cope | |
| Title: | President |