Exhibit 10.13
ARCA BIOPHARMA , I NC .
N OTE AND W ARRANT P URCHASE A GREEMENT
S EPTEMBER 24, 2008
E XECUTION V ERSION
ARCA BIOPHARMA , I NC .
N OTE AND W ARRANT P URCHASE A GREEMENT
T HIS N OTE AND W ARRANT P URCHASE A GREEMENT (this “ Agreement ”) is made as of September 24, 2008 (the “
Effective Date ”) by and between ARCA biopharma, Inc., a Delaware corporation (the “ Company ”), and the persons and
entities named on the Schedule of Purchasers attached hereto (individually, a “ Purchaser ” and collectively, the “ Purchasers
”).
RECITALS
A. The Company has entered into that certain Agreement and Plan of Merger and Reorganization dated September 24,
2008, (the “ Merger Agreement ”) with Nuvelo, Inc., a Delaware corporation (“ Parent ”), and Nuvelo Acquisition Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent (the “ Merger Sub ”), pursuant to which Merger Sub will merge
with and into the Company and the stockholders of the Company will receive shares of the capital stock of Parent in exchange
for their capital stock of the Company (the “ Merger ”).
B. The Company has authorized the sale of up to $8,750,000 in principal amount of its 6% convertible promissory notes
due March 31, 2009 and warrants to purchase shares of the Company’s capital stock.
C. Each Purchaser wishes to purchase a Note (as defined below) in the principal amount set forth opposite such
Purchaser’s name on the Schedule of Purchasers attached hereto and a Warrant (as defined below) to purchase a number of
shares of the Company’s capital stock as determined pursuant to the Warrant, on the terms and subject to the conditions set
forth herein.
D. The parties desire to make Parent a third party beneficiary of certain rights and obligations under this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants contained herein, the parties hereby
agree as follows:
1.1 The Loans. Subject to the terms of this Agreement, each Purchaser a