Amendment to Note and Warrant Purchase Agreement, dated October 10, 2008



 Exhibit 10.14 
 ARCA BIOPHARMA, INC. 
 FIRST AMENDMENT
TO NOTE AND WARRANT PURCHASE AGREEMENT 
 THIS FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is
made and entered into as of October 10, 2008 by and between ARCA biopharma, Inc., a Delaware corporation (the “Company”), the undersigned Purchasers (individually, a “Purchaser” and collectively, the
“Purchasers”) and Parent. 
 RECITALS 
 A. The Company has authorized the sale of its 6% convertible promissory notes due March 31, 2009 and warrants to purchase shares of the Company’s capital stock. 
 B. The Company and the Purchasers have entered into that certain Note and Warrant Purchase Agreement, dated September 24, 2008 (the
“Purchase Agreement”) pursuant to which the Purchasers agreed to purchase the Notes at the Closing. Capitalized terms used, but not defined herein, shall have the meanings assigned to them in the Purchase Agreement. 
 C. Section 5.7 of the Purchase Agreement allows the Company, a majority of the Principal Series Preferred Stockholders (as such term is defined in
the Restated Charter) and, for so long as the Merger Agreement remains in full force and effect, Parent, to amend the Purchase Agreement. 
 D. The Company, the undersigned Purchasers, who represent at least a majority of the Principal Series Preferred Stockholders (as such term is defined in the Restated Charter), and Parent, desire to amend the Purchase Agreement as
provided below. 
 AMENDMENT 
 NOW, THEREFORE, in consideration of the above recitals and the mutual covenants contained herein, the parties hereby agree as follows: 
 1.
Section 1.2 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following language: 
 1.2 Issuance of Warrants. Subject to the terms of this Agreement, and for the additional
consideration (the “Warrant Consideration”) set forth opposite such Purchaser’s name on the Schedule of Purchasers under the heading “Warrant Consideration,” the Company shall issue to each Purchaser a warrant
to purchase shares of Common Stock of the Company. Subject to certain adjustments provided in the warrant, each warrant issuable pursuant to this Section 1.2 shall entitle the Purchaser to acquire the number of shares equal to the quotient of
(a) one-fifth ( 1/5th) of such Purchaser’s total purchase price (“Total Purchase Price”) set forth opposite such 

  

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Purchaser’s name on the Schedule of Purchasers under the heading “Total Purchase Price”) divided by (b) the exercise
price of each warrant, rounded up to the nearest share. The warrants shall be in substantially the form attached hereto as Exhibit B (each, a “Warrant” and collectively, the “Warrants”). 
 2. Section 1.4 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following language: 
 1.4 Delivery. At the Closing: (a) each Purchaser will deliver to the Company a check or wire transfer funds in the total amount of such
Purchaser’s Total Purchase Price, (b) the Company shall issue and deliver to each Purchaser a Note in favor of such Purchaser payable in the principal amount of such Purchaser’s Loan Amount and a Warrant, and (c) the Company
shall execute and deliver such other documents as the Purchasers shall reasonably require in order to consummate the transactions contemplated herein. In connection with the Closing, the Company shall have filed with the Delaware Secretary of State
the Certificate of Amendment to the Restated Charter (as defined below) in substantially the form attached hereto as Exhibit C (the “Charter Amendment”). 
 3. The Schedule of Purchasers attached to the Purchase Agreement is hereby replaced in its entirety with the Schedule of Purchasers attached hereto as Exhibit A. 
 4. Except as expressly amended by this Amendment, the Purchase Agreement shall remain in full force and effect without change. 
 5. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument. 
 [signature pages follow] 
  

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 IN WITNESS WHEREOF, the parties have executed this
AMENDMENT as of the date first written above. 
  

									
	COMPANY:	 		 	PURCHASERS:
			
	ARCA BIOPHARMA, INC.	 		 	SKYLINE VENTURE PARTNERS QUALIFIED PURCHASER FUND IV, L.P.
					
	Signature:	 	 /s/ Christopher D. Ozeroff
	 		 	By:	 	Skyline Venture Management IV, LLC
	Print Name:	 	Christopher D. Ozeroff	 		 		 	Its General Partner
	Title:	 	Executive Vice President Business Development and General Counsel	 		 	By:	 	 /s/ John G. Freund

		 		 		 		 	John G Freund, Managing Director
				
		 		 		 	INTERWEST PARTNERS IX, LP
					
		 		 		 	By:	 	InterWest Management Partners IX, LLC
					
		 		 		 	By:	 	 /s/ Linda Grais

		 		 		 		 	Linda Grais, Venture Member
				
		 		 		 	ATLAS VENTURE FUND VII, L.P.
					
		 		 		 	By:	 	Atlas Venture Associates VII, L.P.
		 		 		 		 	its General Partner
					
		 		 		 	By:	 	Atlas Venture Associates VII, Inc.
		 		 		 		 	its General Partner
					
		 		 		 	Signature:	 	 /s/ Kristen Laguerre

		 		 		 	Print Name:	 	 Kristen Laguerre

		 		 		 	Title:	 	 Vice President


 FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT 
 SIGNATURE PAGE 








									
		 		 		 	BOULDER VENTURES IV, L.P.
					
		 		 		 	By:	 	BV Partners IV, L.L.C., its General Partner
					
		 		 		 	Signature:	 	 /s/ Kyle Lefkoff

		 		 		 	Print Name:	 	 Kyle Lefkoff

		 		 		 	Title:	 	 Managing Member

				
		 		 		 	BOULDER VENTURES IV (ANNEX), L.P.
					
		 		 		 	By:	 	BV Partners IV, L.L.C., its General Partner
					
		 		 		 	Signature:	 	 /s/ Kyle Lefkoff

		 		 		 	Print Name:	 	 Kyle Lefkoff

		 		 		 	Title:	 	 Managing Member

				
		 		 		 	THE PEIERLS FOUNDATION, INC.
					
		 		 		 	Signature:	 	 /s/ E. Jeffrey Peierls

		 		 		 	Print Name:	 	 E. Jeffrey Peierls

		 		 		 	Title:	 	 President

				
		 		 		 	NUVELO, INC.
					
		 		 		 	Signature:	 	 /s/ Lee Bendekgey

		 		 		 	Print Name:	 	 Lee Bendekgey

		 		 		 	Title:	 	 Sr. VP, CFO and General Counsel


 FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT 
 SIGNATURE PAGE 







 SCHEDULE OF PURCHASERS 
  

										
	 NAME AND ADDRESS
	  	LOAN AMOUNT	  	WARRANT
CONSIDERATION	  	TOTAL PURCHASE
PRICE
	 SKYLINE VENTURE PARTNERS QUALIFIED
 PURCHASER FUND IV, L.P.
	  	$	1,742,362	  	$	83,334	  	$	1,825,696
	 525 University Ave
 Suite 520
 Palo Alto, CA 94301
 Attention: Kerry Kenny
 Facsimile: (650) 329-1090
	  			  			  		
				
	INTERWEST PARTNERS IX, LP	  	$	1,395,144	  	$	66,728	  	$	1,461,872
	 2710 Sand Hill Road
 Second Floor
 Menlo Park, CA 94025
 Attention: Linda Grais
 Facsimile: (650) 854-4706
	  			  			  		
				
	ATLAS VENTURE FUND VII, L.P.	  	$	3,506,900	  	$	167,730	  	$	3,674,630
	 890 Winter Street, Suite 320
 Waltham, MA 02451
 Attention: General Counsel
 Facsimile: (781) 622-1701
	  			  			  		
				
	BOULDER VENTURES IV, L.P.	  	$	88,176	  	$	4,217	  	$	92,393
	 1900 Ninth Street, Suite 200
 Boulder, CO 80302
 Attention: Kyle Lefkoff
 Facsimile: (303) 444-0267
	  			  			  		
				
	 BOULDER VENTURES IV
 (ANNEX), L.P.
	  	$	1,331,715	  	$	63,694	  	$	1,395,409
	 1900 Ninth Street, Suite 200
 Boulder, CO 80302
 Attention: Kyle Lefkoff
 Facsimile: (303) 444-0267
	  			  			  		
				
	THE PEIERLS FOUNDATION, INC.	  	$	286,306	  	$	13,694	  	$	300,000
	 c/o U.S. Trust Company of N.Y.
 114 West 47th
Street
 New York, NY 10036
 Attention: Mr. John Kennedy
	  			  			  		
				
	TOTAL	  	$	8,350,603.00	  	$	399,397.00	  	$	8,750,000.00