AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT
TO
This
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”)
dated
as of April 11, 2008, is entered into by and between Novelos Therapeutics,
Inc.,
a Delaware Corporation (the “Company”)
and
the entities listed on the signature pages hereto (collectively, the “Series B
Holders”).
WHEREAS,
the Company and the Series B Holders have entered into that certain Registration
Rights Agreement, dated as of May 2, 2007 (the “Registration
Agreement”);
WHEREAS,
pursuant to Section 7(a) of the Registration Agreement, the Registration
Agreement may be amended with the written consent of the Company and the
Requisite Holders (as defined in the Registration Agreement);
WHEREAS,
the Company and the Series B Holders, which holders include the Requisite
Holders, desire to amend the Registration Agreement as hereinafter set
forth.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:
1. Amendment.
The
Registration Agreement is hereby amended as follows:
(a) The
definition of “Holders” in Section 1 is hereby deleted in its entirety and
replaced with the following:
“Holders”
shall
mean the Investors,
the
Lead
Investors and any Affiliate or permitted transferee thereof who is a subsequent
holder of any Registrable Securities or shares of Preferred Stock convertible
into Registrable Securities.
(b) The
definition of “Registrable Securities” in Section 1 is hereby deleted in its
entirety and replaced with the following:
“Registrable
Securities”
shall
mean up to 12,000,000 shares of Common Stock issuable upon conversion of the
Company’s Series D Convertible Preferred Stock, $.00001 par value per share (the
“Series D Preferred Stock”), which Series D Preferred Stock was issued in
exchange for the Registered Preferred Stock (as defined below) pursuant to
that
certain Securities Purchase Agreement dated as of March 26, 2008, as amended
on
April 9, 2008, by and among the Company and the investors set forth on Schedule
I thereto; provided,
that,
a
security shall cease to be a Registrable Security upon sale pursuant to a
Registration Statement. For purposes hereof, “Registered Preferred Stock” is
Preferred Stock that was convertible into 12,000,000 shares of Common Stock,
the
offer and sale of which is, as of the date hereof, registered pursuant to
Amendment No. 3 to the Registration Statement on Form SB-2 (Registration No.
333-143263) filed with the SEC on August 29, 2007.
(c) Section
3(a) is amended by deleting “two years from the Closing Date” in subsection (ii)
and replacing it with “three years from the Closing Date.”
2. Applicable
Law.
This
Amendment shall be governed by, and construed and enforced in accordance with,
the substantive laws of the State of New York, without regard to its principles
of conflicts of laws.
3. Effect
on Registration Agreement.
Except
as modified hereby, the Registration Agreement shall remain in full force and
effect.
4. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
an original, but all of which together shall be deemed to constitute one
instrument.
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IN
WITNESS WHEREOF the undersigned have executed this Amendment to the Registration
Rights Agreement as of the date first above written.
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By:
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/s/
Xxxxx X. Xxxxxx
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Name:
Xxxxx X. Xxxxxx
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Title:
President and CEO
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Xmark
Opportunity Fund, Ltd.
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Caduceus
Capital Master Fund Limited
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Xmark
Opportunity Fund, L.P.
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Caduceus
Capital II, L.P.
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Xmark
JV Investment Partners, LLC
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UBS
Eucalyptus Fund, L.L.C.
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PW
Eucalyptus Fund, Ltd.
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By:
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/s/
Xxxxxxxx X. Xxxx
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By:
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/s/
Xxxxxx X. Xxxxx
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| Name: | Xxxxxxxx X. Xxxx | Name: | Xxxxxx X. Xxxxx | |||
| Title: | Authorized Signatory | Title: | Managing Partner, Orbimed Advisors | |||
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Xxxxx
Capital Fund II Master Fund, Ltd.
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Xxxx-BioVentures,
L.P.
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Europa
International, Inc.
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By :
HBV GP, L.L.C, its General Partner
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By:
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/s/
Xxxx Xxxxx
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By:
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/s/
X. Xxxxxx Xxxxxx, IIII
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|||
| Name: | Xxxx Xxxxx | Name: | X. Xxxxxx Xxxxxx, III | |||
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Title:
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Portfolio Manager | Title: | Manager | |||
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