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EXHIBIT 4.11
WAIVER AND AMENDMENT AGREEMENT
WAIVER AND
AMENDMENT AGREEMENT ("Agreement"), dated as of January 13, 2005
between the persons whose names appear on the signature pages
hereof
(individually a "Warrantholder" and collectively the
"Warrantholders") and Omrix
Biopharmaceuticals, Inc. (the "Company")
WITNESSETH:
WHEREAS,
Warrantholders are the record and beneficial owners of certain
warrants to purchase Common Stock of the Company comprising
"Advisory Warrants"
and "Strategic Warrants" identified on Schedule A to this
Agreement
(collectively, the "Warrants") granting Warrantholders the right to
purchase
shares of the Company's Common Stock from the Company; and
WHEREAS,
the Warrants provide for adjustment of the respective Exercise
Prices upon certain issuances or sales of Common Stock for a
consideration per
share less than the Per Share Price set forth in the Warrants;
WHEREAS,
the Company proposes to enter into a transaction (the
"Recapitalization") pursuant to which substantially all the holders
of (i) the
Company's senior subordinated convertible promissory notes (the
"1998/1999
Notes") and warrants issued in connection with the issuance of the
1998/1999
Notes, (ii) the Company's senior secured convertible promissory
notes issued in
September 2002 to refinance certain notes issued by the Company in
2001, (iii)
additional senior secured convertible promissory notes of the
Company issued in
September 2002, and (iv) the Company's Series A Convertible
Preferred Stock and
Series B Convertible Preferred Stock will convert such securities
into and/or
exchange such securities for Common Stock of the Company; and
WHEREAS,
the Warrants grant to the Warrantholders certain rights to
include their Registrable Securities in registration statements
filed by the
Company under the Securities Act; and
WHEREAS,
in the event of a Company Registration Cutback, the
Warrantholders' right to include Registrable Securities in a
registration
statement is subject to certain priorities set forth in the
Stockholders'
Agreement referred to in the Warrants; and
WHEREAS,
in connection with the Recapitalization, the Stockholders'
Agreement will be terminated, and the Company will enter into an
Investor Rights
Agreement between the Company and certain holders of the Common
Stock (the
"Investor Rights Agreement") pursuant to which such holders will
receive certain
rights to require the Company to register their Common Stock under
the
Securities Act; and
WHEREAS,
in connection with the Plan of Recapitalization, the Company
has
requested that Warrantholders (i) waive certain adjustments
contemplated by the
Warrants and (ii) agree to amend the Warrants to conform the
provisions for a
Company Registration Cutback to the
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requirements of the Investor Rights Agreement, and Warrantholders
are willing to
do so in accordance with the terms and conditions of this
Agreement;
NOW,
THEREFORE, for good and valuable consideration, receipt and
sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as
follows:
1.
Definitions. Capitalized terms used herein and not otherwise
defined
are used herein as defined in the Warrants.
2. Waiver
of the Anti-Dilution Adjustments: Warrantholders hereby waive
any antidilution protection or other adjustment provided under the
Warrants
(including, but not limited to, Section 2 thereof and the related
definitions)
with regard to Common Stock and/or options, warrants, or other
Common Stock
purchase rights issued or to be issued in the Recapitalization and
the
transactions contemplated thereby and acknowledge that the waiver
being granted
pursuant to this Agreement is in lieu of any such antidilution
protection or
other adjustments. The foregoing notwithstanding, the waiver
granted by this
Agreement is granted solely in connection with the transactions
contemplated by
the Recapitalization and shall not constitute a waiver or
diminution of any
righ
