Amendment of the Registration Rights Agreement. Subject to the Loan Parties' performance of their obligations to Lender hereunder on the date hereof, the parties hereto agree to amend the terms of the Registration Rights Agreement as follows:
(a) The Recitals to the Registration Rights Agreement shall be deleted in their entirety and replaced with the following recitals:
A. On July 21, 2000, the Company entered into this Agreement pursuant to that certain Senior Subordinated Loan Agreement dated as of July 21, 2000 among the Company, its subsidiaries made a party thereto and WBMCF (the "Original Loan Agreement). In connection with the Original Loan Agreement, the Company agreed, upon the terms and subject to the conditions contained therein, to issue and sell to WBMCF a warrant (the "Original Warrant") entitling the holder thereof to purchase the number of shares (the "Original Warrant Shares") of common stock, $0.001 par value, of the Company (the "Common Stock"), as set forth therein. To induce WBMCF to execute and deliver the Original Loan Agreement, the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state securities laws.
B. In connection with the waiver of certain defaults under the Original Loan Agreement and the Senior Loan Agreement (as defined in the Original Loan Agreement), the Loan Parties requested, and WBMCF agreed, to amend the Original Loan Agreement (the "First Amendment Loan Agreement") and, made provision for the purchase of additional senior subordinated notes of the Loan Parties by WBMCF and the additional lenders set forth in Schedule 2.1(b) of the Loan Agreement, (as hereinafter defined) (the "First Amendment Lenders"), having an aggregate principal amount of $3,000,000 (the "First Amendment Senior Subordinated Notes").
C. Concurrent with the First Amendment Loan Agreement, the Company agreed to issue and sell to First Amendment Lenders warrants (the "First Amendment Warrants" entitling the holders thereof to purchase the number of shares (the "First Amendment Warrant Shares" of Common Stock as set forth therein. In addition, to induce First Amendment Lenders to execute and deliver the First Amendment Loan Agreement, the Company agreed to amend the Registration Rights Agreement to extend certain registration rights under the Securities Act and applicable state securities laws to the First Amendment Warr...
Amendment of the Registration Rights Agreement. Notwithstanding the provisions of Section 1 of the Registration Rights Agreement, the Holder agrees that the definition of Registrable Securities shall not include any shares that can be sold by the holder thereof without volume or manner restrictions pursuant to Rule 144 or any successor rule under the Securities Act, provided that counsel to the Company provides the transfer agent of the Company with an opinion that such Registrable Securities may be resold pursuant to Rule 144 without volume or manner restrictions.
Amendment of the Registration Rights Agreement. Contemporaneous with the execution and delivery of this Agreement by all of the parties hereto, SB Bio and Antex shall execute and deliver to one another an amended and restated Registration Rights Agreement in the form of Exhibit D attached hereto.
Amendment of the Registration Rights Agreement. The definition of “Filing Deadline” in Section 1 of the Registration Rights Agreement is hereby amended in its entirety to be and read as follows:
Amendment of the Registration Rights Agreement. 3.1 Section 1(v) of the Registration Rights Agreement is hereby amended by deleting such section in its entirety and replacing such section with the following: (v) “Shares” means the shares of Common Stock issued or issuable upon exercise of the Warrants. Except as set forth in Section 3.1 hereof, the Registration Rights Agreement remains in full force and effect.
Amendment of the Registration Rights Agreement. Tobias hereby becomes a party to the Registration Rights Agreement and becomes a “Purchaser” for all purposes under the Registration Rights Agreement, and, accordingly, the definition of the term “Purchaser” in the introductory paragraph of the Registration Rights Agreement is hereby amended to include Tobias. No signatures by the Company or Tobias other than the signatures on this Agreement shall be necessary for Tobias to become a party to the Registration Rights Agreement. It is understood and agreed that (i) the term “Convertible Preferred Shares” in the Registration Rights Agreement shall include the aggregate 75,000 shares of Convertible Preferred Stock being purchased by Tobias pursuant to the Securities Purchase Agreement and (ii) the term “Redeemable Preferred Shares” in the Registration Rights Agreement shall include the aggregate 225,000 shares of Redeemable Preferred Stock being purchased by Tobias pursuant to the Securities Purchase Agreement. The parties hereto confirm that the shares of Common Stock, $.0008 par value of the Company, issued up the conversion of such Convertible Preferred Shares and any securities issued upon the exchange, adjustment or transfer of any such shares, shall be included in the definition of “Conversion Shares” and thereby also included in the definition of “Restricted Stock,” each in the Registration Rights Agreement.
Amendment of the Registration Rights Agreement. The definition of the term "Shares" set forth in Section 1 of that certain Registration Rights Agreement, dated as of March 7, 1997, between the Purchaser and the Seller, is hereby amended to include (in addition to the Seller Common Stock already included in that definition) any and all Seller Common Stock received by the Purchaser in connection with the conversion of the Transferred Stock, and the parties agree to execute such additional documents effecting such amendment as the Purchaser may reasonably request.
Amendment of the Registration Rights Agreement. (a) The definition of “Registrable Securities” contained in Section 1 of the Registration Rights Agreement is hereby deleted and replaced in its entirety as follows:
Amendment of the Registration Rights Agreement. In accordance with Section 11 of the Registration Rights Agreement dated October 16, 2003 by and among the Company and the Purchasers (the “Registration Rights Agreement”), the Company and the Purchasers (who are the “Initial Investors” as such term is defined in the Registration Rights Agreement and together hold a majority in interest of the “Registrable Securities” as such term is also defined in the Registration Rights Agreement) hereby agree to amend the Registration Rights Agreement as follows: As used in the Registration Rights Agreement, (i) the term “Preferred Stock” shall have the meaning of the term “Exchange Preferred Stock” as defined in this Agreement, (ii) the term “Conversion Shares” shall have the meaning of the term “Conversion Shares” as it is defined in this Agreement (iii) the term “Certificate of Designation” shall have the meaning of the term “Exchange Certificate of Designation” as it is defined in this Agreement and (iv) the term “Securities Purchase Agreement” as used in the Registration Rights Agreement shall refer to the Original Purchase Agreement as amended pursuant to Section 3(c) above. Additionally, the second sentence of Section 2(b) of the Registration Rights Agreement is hereby deleted and replaced in its entirety with the following text:
Amendment of the Registration Rights Agreement. Effective upon issuance of the Warrants, (i) the defined terms "Registrable Securities" and "Outstanding Registrable Securities" set forth in Section 2.9 of the Registration Rights Agreement shall be amended to include the Warrant Shares and the Warrants, respectively, and the Warrant Shares and the Warrants shall be considered "Registrable Securities" and "Outstanding Registrable Securities," respectively, for all purposes under the Registration Rights Agreement, (ii) VIP shall become a party to the Registration Rights Agreement and be considered a "Holder" and "Senior Holder" for all purposes under the Registration Rights Agreement and (iii) Schedule 1.1 to the Registration Rights Agreement shall be amended to include VIP as a "Senior Holder" with respect to the Warrant and the Warrant Shares.
