Exhibit 4.1
Amendment No. 2 to Registration Rights Agreement
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THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment"),
dated as of May 23, 2003, 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 "Series D
Registration Rights Agreement");
WHEREAS, the Company and Initial Investor amended the Series D Registration
Rights Agreement pursuant to Amendment No. 1 to the Registration Rights
Agreement, dated November 9, 2001;
WHEREAS, the Initial Investor acknowledges that the Company has filed, and
obtained effectiveness of, (i) Registration Statement No. 333-40984 filed by the
Company with the SEC and (ii) Registration Statement No. 333-73938 filed by the
Company with the SEC, registering the number of shares of Common Stock required
pursuant to Section 2(a) of the Series D Registration Rights Agreement at such
time of these filings; and
WHEREAS, the Company and the Initial Investor entered into a Restructuring
Agreement, as of May 23, 2003 (the "Second Restructuring Agreement"); and
WHEREAS, the parties to the Series D Registration Rights Agreement desire
to modify and amend certain provisions of the Series D Registration Rights
Agreement as set forth below in connection with the issuance of the Restated
Series D Debentures and Restated Series D Warrants (as such terms are defined in
the Second Restructuring Agreement) pursuant to the Second Restructuring
Agreement.
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 Series D Registration Rights Agreement is hereby amended and
restated in its entirety as follows:
(iii) "Registrable Securities" means (A) the Debenture Shares (as
defined in the Restructuring Agreement, dated May 23, 2003, by and between
the Company and the Initial Investor (the "Second Restructuring
Agreement")) issued or issuable upon conversion of or otherwise pursuant to
the Restated Series D Debentures (as defined in the Second Restructuring
Agreement) (including, without limitation, shares of Common Stock issued or
issuable in respect of interest or in redemption of the Restated Series D
Debentures in accordance with the terms of the Restated Series D Debentures
and Section 2(c) herein); (B) the Warrant Shares (as defined in the Second
Restructuring Agreement) issued or issuable upon exercise of or otherwise
pursuant to the Restated Series D Warrants (as defined in the Second
Restructuring Agreement); and (C) 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.
This Amendment shall form and be a part of the Series D Registration Rights
Agreement. This Amendment shall modify the Series D Registration Rights
Agreement solely as to the terms which are expressly stated herein, and all
other terms and conditions of the Series D 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 Second Restructuring Agreement.
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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:
Title:
RGC INTERNATIONAL INVESTORS, LDC
By: Xxxx Xxxx Capital Management, L.P.,
Investment Manager
By: RGC General Partner Corp.,
as General Partner
By: /s/ XXXXXX XXXXXXXXXX
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Xxxxxx Xxxxxxxxxx
Managing Director
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