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EXHIBIT 4.2
Amendment No. 1 to Warrant Agreement
and
Warrant Certificate
AMENDMENT NO. 1 dated October 30, 1999, to Warrant Agreement (the
"Warrant Agreement") dated May 28, 1997 by and between Matritech, Inc., a
Delaware corporation (the "Company") and _________________ (the "Holder") and to
the corresponding Warrant Certificate No. SSAW-____ (the "Warrant Certificate,"
together with the Warrant Agreement, the "Warrant").
The parties hereto, in consideration of the premises and agreements
herein contained and intending to be legally bound hereby, agree as follows:
1. The Warrant Price (as such term is defined in both the Warrant
Agreement and the Warrant Certificate) is hereby reduced from
five dollars ($5.00) to two dollars and fifty cents ($2.50).
2. Section 3(b) of the Warrant Agreement and the last sentence of
the second paragraph of the Warrant Certificate are deleted in
their entirety, and accordingly, from the date hereof the
Warrant may only be exercised by payment of the Warrant Price
in cash or by certified or cashier's check.
3. Holder acknowledges that the Warrant and the securities
issuable upon exercise of the Warrant have not been registered
under the United States Securities Act of 1933, as amended
(the "Act"), and as such may not be sold, assigned, exchanged,
hypothecated or otherwise transferred without registration of
such securities under the Act or compliance with an exemption
therefrom.
4. The Company agrees to file as soon as practicable, but in no
event later than 45 days from the date hereof, a registration
statement on Form S-3 with the Securities and Exchange
Commission registering the resale of all of the securities
underlying the Warrant.
5. This Amendment No. 1 may be signed in multiple counterparts,
each of which shall be deemed an original, but all taken
together shall constitute one agreement.
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IN WITNESS WHEREOF, the parties have caused the Amendment No. 1 to be
duly executed as of the day and year first above written.
MATRITECH, INC.
By:_______________________________ __________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Holder
Chairman and Chief Executive Officer
