Exhibit 4.8
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 1, 2005 (this "Amendment"), between
Omrix Biopharmaceuticals, Inc., a Delaware corporation (the "Company") and
Marwood Group LLC (the "Registered Holder").
WHEREAS, the Company issued to the Registered Holder that certain Common
Stock Purchase Warrant, dated January 20, 2004 (the "Warrant") represented by
Certificate no. W-CST-#1, whereby the Registered Holder is entitled to purchase,
subject to the terms and conditions set forth therein, an aggregate of up to One
Hundred Thousand (100,000) shares of common stock, par value $0.01 per share
(the "Common Stock"), of the Company at a purchase price of $4.40 per share
(subject to adjustment as set forth therein), payable as provided therein.
Capitalized terms used but not otherwise defined herein have the meanings
assigned to them in the Warrant; and
WHEREAS, the Company and the Registered Holder desire to amend certain
provisions of the Warrant;
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Piggy-Back Registration Rights. Section 5 of the Warrant is
hereby amended and restated in it entirety, as stated below:
If the Company files any registration statement with the Securities and
Exchange Commission registering for sale any Common Stock of any other
shareholders of the Company, then the Company agrees that so long as the Common
Stock issuable upon exercise of the Warrant ("Issuable Common Stock") is not
eligible for sale pursuant to Rule 144(k) of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended ("Rule 144(k)"), the
Company shall include the Issuable Common Stock in such registration statement
on a pro rata basis with the other shareholders selling Common Stock in such
registration statement. In addition, the Company agrees to take all action
reasonably requested by the Registered Holder to permit the transfer of Issuable
Common Stock pursuant to Rule 144(k) at such time as Rule 144(k) becomes
available to the Registered Holder for this purpose.
Section 2. Amendment and Waiver. Except as otherwise provided herein, the
provisions of the Amendment may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained the written consent of the Registered
Holder.
Section 3. Governing Law. All issues and questions concerning the
construction, validity, enforcement and interpretation of this Amendment shall
be governed by, and construed in accordance with, the laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the domestic substantive laws of any
jurisdiction other than the State of Delaware.
Section 4. Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
each of which shall be deemed an original. Delivery of an executed signature
page of this Amendment by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.
[Signature Page Follows]
2
IN WITNESS WHEREOF, each of the parties has caused this First Amendment to
be executed by its duly authorized officers and to be dated the date first
written above.
OMRIX BIOPHARMACEUTICALS, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: CFO
THE MARWOOD GROUP
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: CEO
