EXHIBIT 4.1
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment")
dated as of November 9, 2001, between Geron Corporation, a Delaware corporation
(the "COMPANY"), and the undersigned (together with its affiliates, the "INITIAL
INVESTOR").
WITNESSETH:
WHEREAS, Company and the Initial Investor are parties to that certain
Registration Rights Agreement dated as of June 29, 2000 (the "REGISTRATION
RIGHTS AGREEMENT");
WHEREAS, the Initial Investor acknowledges that the Company has filed, and
obtained effectiveness of, a Registration Statement (as defined in the
Registration Rights Agreement) registering the number of shares of Common Stock
required pursuant to Section 2(a) of the Registration Rights Agreement; and
WHEREAS, the parties to the Registration Rights Agreement desire to modify
and amend certain provisions of the Registration Rights Agreement as set forth
below.
NOW, THEREFORE, in consideration of the mutual premises set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Company and the Initial Investor acknowledge and agree that Section
1(a)(iii) of the Registration Rights Agreement is hereby amended and restated in
its entirety as follows:
(iii) "REGISTRABLE SECURITIES" means (A) the Series D Closing
Conversion Shares (as defined in the Restructuring Agreement, dated
November 9, 2001, by and between the Company and the Initial Investor (the
"RESTRUCTURING AGREEMENT")); (B) the Debenture Shares (as defined in the
Restructuring Agreement) issued or issuable upon conversion or otherwise
pursuant to the Amended Series D Debentures (as defined in the
Restructuring Agreement) (including, without limitation, shares of Common
Stock issued or issuable in respect of interest or in redemption of the
Amended Series D Debentures in accordance with the terms of the Amended
Series D Debentures and Section 2(c) herein); (C) the Warrant Shares (as
defined in the Restructuring Agreement) issued or issuable upon exercise
of or otherwise pursuant to the Amended Series D Warrants (as defined in
the Restructuring Agreement); and (D) any shares of capital stock issued
or issuable as a dividend on or in exchange for or otherwise with respect
to any of the foregoing.
2. The Company and the Initial Investor acknowledge and agree that the
following sentence shall be added to the Registration Rights Agreement as the
last sentence of Section 3(b):
So long as the Company files and obtains effectiveness of the New Series D
Registration Statement (as defined in the Restructuring Agreement) and the
Series D Registration Supplement (as defined in the Restructuring
Agreement) within fifteen (15) days of the Closing Date (as defined in the
Restructuring Agreement) and the Maximum Series D Registered Shares (as
defined in the Restructuring Agreement) remain registered during the
Registration Period, the Company shall not be required to register 125% of
the Registrable Securities issued or issuable in accordance with this
Section 3(b).
This Amendment shall form and be a part of the Registration Rights
Agreement. This Amendment shall modify the Registration Rights Agreement solely
as to the terms which are expressly stated herein, and all other terms and
conditions of the Registration Rights Agreement shall remain in full force and
effect. This Amendment may be executed in one or more counterparts, each of
which will be deemed an original and all of which together will constitute one
and the same instrument. Unless otherwise specified herein, capitalized terms
used herein and not otherwise defined shall have the respective meanings set
forth in the Restructuring Agreement dated November 9, 2001, by and between the
Company and the Initial Investor.
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IN WITNESS WHEREOF, the Company and the Initial Investor have caused this
Amendment to be executed and delivered as of the date first written above.
GERON CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President,
Corporate Development and Chief
Financial Officer
RGC INTERNATIONAL INVESTORS, LDC
By: Xxxx Xxxx Capital Management,
L.P., Investment Manager
By: RGC General Partner Corp.,
as General Partner
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Managing Director
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