AMENDEMENT OF REGISTRATION RIGHTS AGREEMENT
Exhibit 10.9
AMENDEMENT OF REGISTRATION RIGHTS AGREEMENT
This Amendment of Registration Rights Agreement (“Agreement”) is entered into as of August 23, 2011 by and between OncoCyte Corporation, a California corporation (the “Company”), and the undersigned Holders.
WHERAS, the Company has previously entered into a Registration Rights Agreement, during September 2009 (the “Agreement”) pursuant to which the Company has agreed to register for sale under the Act up to 6,000,000 shares of common stock of the Company issued to certain Holders; and
WHEREAS, the Company and Holders have entered into a Stock Purchase Agreement, of even date, under which the Company is issuing and selling to holders an additional 10,000,000 shares of Company common stock:
NOW, THEREFORE, the parties agree that the Agreement is amended as follows:
1. Certain Definitions.
(a) The definition of Shares is amended to read as follows:
“Shares” means up to 16,000,000 shares of common stock, no par value, of the Company issued by the Company pursuant to a Stock Purchase Agreement.
(b) The definition of Stock Purchase Agreement is amended to read as follows:
“Stock Purchase Agreement” means (i) a Stock Purchase Agreement, dated September 2009, pursuant to which the Company agreed to issue and sell up to an aggregate of 6,000,000 Shares to certain Holders, (ii) a Stock Purchase Agreement, of even date, pursuant to which the Company agreed to issue and sell up to an aggregate of 3,000,000 Shares to Xxxxxx Xxxxxxxxx; and (iii) a Stock Purchase Agreement, dated August 2011, pursuant to which the Company agreed to issue and sell up to an aggregate of 7,000,000 Shares to BioTime, Inc.
2. Other Provisions. Except as amended by the foregoing amendments, the terms of the Agreement shall remain in full force and effect. Capitalized terms not otherwise defined herein have the meaning ascribed in the Agreement.
3. Agreement to be Bound. By executing this Amendment, BioTime, Inc. agrees to be bound by the terms of the Agreement, as amended hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
THE COMPANY:
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ONCOCYTE CORPORATION
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By
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/s/Xxxxxx X. Xxxxxxx
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Xxxxxx Xxxxxxx,
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Senior Vice President and
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Chief Operating Officer
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HOLDERS:
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/s/Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
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| Address for Notice: | 0000 00xx Xxxxxx |
Xxxxxxxx, XX 00000
BioTime, Inc.
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By
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/s/Xxxxxx X. Xxxxxxx
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Xxxxxx Xxxxxxx,
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Senior Vice President and
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Chief Operating Officer
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| Address for Notice: | 0000 Xxxxxx Xxx Xxxxxxx, Xxxxx 000 |
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Chief Financial Officer
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