exv4w5w3



 






EXHIBIT 4.5.3




AMENDMENT TO INVESTOR RIGHTS AGREEMENT AND CONSENT




     This Amendment to Investor Rights Agreement and Consent (this “Amendment and Consent”)
is entered into as of this 30th day of May 2003 by and among Iomai Corporation, a
Delaware corporation (the “Company”), and those Purchasers listed on the signature pages
hereto (the “Consenting Purchasers”). The Company and the Consenting Purchasers
collectively are referred to herein as the “Parties.” Capitalized terms used and not
defined herein shall have the meanings ascribed to such terms in that certain Investor Rights
Agreement by and among the Company and the Purchasers (as defined therein) party thereto, dated
December 4, 2002, as amended (the “Investor Rights Agreement”).



     WHEREAS, in the event the Company effects a 1-for-7 reverse split of its capital stock (the
“Reverse Stock Split”), the Consenting Purchasers and the Company desire to amend the
Investor Rights Agreement;



     WHEREAS, Section 6.4 of the Investor Rights Agreement provides that the Investor Rights
Agreement may be amended by the written consent of the Company and the holders of at 60% of the
Registrable Shares;



     WHEREAS, the Consenting Purchasers are the holders of at least 60% of the Registrable Shares;



     WHEREAS, the Company has proposed making capital expenditures of up to $6 million in
connection with leasehold improvements, including the purchase of new equipment, to the Company’s
facility (the “Facility Build-Out”);



     WHEREAS, the Company may enter into financing arrangements in connection with the Facility
Build-Out (the “Build-Out Financing”), consisting of a draw upon the Company’s tenant
improvement allowance under that certain Lease Agreement by and between the Company and ARE –
20/22/1300 Firstfield Quince Orchard, LLC, dated December 18, 2000, as amended, equipment financing
arrangements with a lender and/or issuance of Warrants (as defined below).



     WHEREAS, approval of the Facility Build-Out and the Build-Out Financing is required by a
majority of the outstanding shares of Series C Preferred and Series B Preferred that are held by
persons other than Competitors, voting together as a single class (on an as converted basis) under
Section 4.3 of the Investor Rights Agreement;



     WHEREAS, the Consenting Purchasers are the holders of a majority of the outstanding shares of
Series C Preferred and Series B Preferred that are held by persons other than Competitors, voting
together as a single class (on an as converted basis);



     WHEREAS, the terms of the Build-Out Financing may include the issuance by the Company of
warrants to purchase up to 340,000 shares of the Company’s Common Stock, $.01 par value per share
at an exercise price per share of at least $0.4421 (the “Warrants”);



 









 





     WHEREAS, in the event the Company issues the Warrants in connection with the Build-Out
Financing, the Consenting Purchasers desire to waive any rights that the Purchasers may have to
participate in the issuance of the Warrants pursuant to Section 3.1 of the Investor Rights
Agreement; and



     WHEREAS, the Consenting Purchasers are the holders of a majority of the outstanding Shares.



     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
agreements herein contained, the Parties agree as follows:



     1. Amendments to Investor Rights Agreement. That, subject only to the effectiveness
of the Reverse Stock Split, Section 4.1(d) of the Investor Rights Agreement is hereby amended by:




	 	(a)	 	replacing “10,000,000 shares” with “1,428,571 shares”; and
	 
	 	(b)	 	inserting the following sentence at the end of Section
4.1(d): “In the event of any stock split, stock dividend, recapitalization,
combination of shares of the Company, or other similar event, then the number
of shares required to be held by a Purchaser pursuant to the first sentence of
this Section 4.1(d) shall automatically be adjusted accordingly.”





     2. Consent to Facility Build-Out and Build-Out Financing. The Consenting Purchasers
hereby consent to the Facility Build-Out and the Build-Out Financing.



     3. Waiver of Participation Rights. In the event the Company issues the Warrants in
connection with the Build-Out Financing, or shares of Common Stock upon exercise of the Warrants,
the Consenting Purchasers hereby waive the participation rights of the Purchasers set forth in
Section 3.1 of the Investor Rights Agreement on behalf of all the Purchasers.



     4. Miscellaneous. Except as expressly amended hereby, the provisions of the Investor
Rights Agreement are and shall remain in full force and effect. The section and other headings of
this Amendment and Consent are for convenience of reference only and are not to be considered in
construing this Amendment and Consent. This Amendment and Consent may be executed in two or more
counterparts, each of which will be deemed an original, but all of which taken together shall
constitute one instrument.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





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     IN WITNESS WHEREOF, the Parties have executed this Amendment to Investor Rights Agreement and
Consent as of the date first above written.



	 	 	 	 	 
	COMPANY:	 IOMAI CORPORATION

 	 
	 	By:  	/s/ Stanley C. Erck
 	 
	 	Name:  	Stanley C. Erck 	 
	 	Title:  	Chief Executive Officer and President 	 
	 



[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]




 









 








	 	 	 	 	 
	CONSENTING
PURCHASERS:  	DOMAIN PARTNERS V, L.P.

 	 
	 	By:  	One Palmer Square Associates V,
 L.L.C., its General Partner
 	 
	 	 	 
	 	By:  	                                                 /s/ Jesse I. Treu
 	 
	 	 	Name:  	Jesse I. Treu 	 
	 	 	Title:  	Managing Member 	 
	 
	 	DP V ASSOCIATES, L.P.

 	 
	 	By:  	                                                  One Palmer Square Associates V,
 L.L.C., its General Partner
 	 
	 	 	 
	 	By:  	                                                 /s/ Jesse I. Treu
 	 
	 	 	Name:  	Jesse I. Treu 	 
	 	 	Title:  	Managing Member 	 
	 
	 	NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP

 	 
	 	By:  	                                                  NEA Partners 10, Limited Partnership,
 it General Partner
 	 
	 	 	 
	 	By:  	                                                  /s/ Eugene A. Trainor, III
 	 
	 	 	Name:  	Eugene A. Trainor, III 	 
	 	 	Title:  	Administrative General Partner &
Chief Operating Officer 	 
	 
	 	NEA VENTURES 2002, LIMITED PARTNERSHIP

 	 
	 	By:  	/s/ Pamela J. Clark
 	 
	 	 	Name:  	Pamela J. Clark 	 
	 	 	Title:  	General Partner 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ESSEX WOODLANDS HEALTH VENTURES V, L.P.

 	 
	 	By:  	                                                  Essex Woodlands Health Ventures V,
 L.L.C., its General Partner
 	 
	 	 	 
	 	By:  	                                                  /s/ Martin P. Sutter
 	 
	 	 	Name:  	Martin P. Sutter 	 
	 	 	Title:  	Managing Director 	 
	 
	 	MEDIMMUNE VENTURES, INC.

 	 
	 	By:  	/s/ Wayne T. Hockmeyer
 	 
	 	 	Name:  	Wayne T. Hockmeyer 	 
	 	 	Title:  	President 	 
	 
	 	PROQUEST INVESTMENTS II, L.P.

PROQUEST INVESTMENTS II

     ADVISORS FUND, L.P.

 	 
	 	By:  	                                                ProQuest Associates II, LLC,
 its General Partner
 	 
	 	 	 	 
	 	By:  	                                                  /s/ Pasquale DeAngelis
 	 
	 	 	Name:  	Pasquale DeAngelis 	 
	 	 	Title:  	Chief Financial Officer

 	 
	 	
ProQuest Investments II, L.P. and ProQuest
Investments II Advisors Fund, L.P. shall be
deemed to be Consenting Purchasers solely with
respect to Sections 1 and 4 of this Amendment to
Investor Rights Agreement and Consent