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Exhibit 4.2
HEMOSENSE, INC.
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT
December 12, 2006
This Amendment (this "Amendment") to the Amended and Restated
Investor Rights Agreement dated February 7, 2005, as amended
(the "Rights Agreement"), is made as of the date first set forth
above between HemoSense, Inc., a Delaware corporation (the
"Company"), and the undersigned constituting the necessary parties
to amend the Rights Agreement. All defined terms used in this
Amendment not otherwise defined herein shall have the same meaning
as set forth in the Rights Agreement.
WHEREAS, the Company proposes to conduct a private placement of
its securities to a limited number of accredited and institutional
investors pursuant to a Securities Purchase Agreement (the
"Offering") and in connection therewith intends to file a
registration statement with the Securities and Exchange Commission
in order to register the securities issued in the Offering for
resale; and
WHEREAS, the undersigned desires to waive its right to
(i) include its Registrable Securities in such Company
registration pursuant to Section 2.2 of the Rights Agreement
and (ii) restrict the Company’s ability to grant certain
registration rights to holders of securities issued in the Offering
pursuant to Section 2.4 of the Rights Agreement.
WHEREAS, the undersigned desires to offer the participants in
the Offering a right to participate in future registrations by the
Company pursuant to Section 2.2 of the Rights Agreement.
In consideration of the foregoing and the promises and covenants
contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree
as follows:
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1.
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Waiver of Registration Rights .
Pursuant to Section 6.3 of the Rights Agreement, the
undersigned Holder hereby waives the observance of, and its rights
under Section 2.2 of the Rights Agreement, including, but not
limited to the Holder’s right to receive written notice from
the Company with respect to the registration of securities issued
in the Offering, provided, however, that such waiver is given
solely with respect to the registration of securities by the
Company in connection with the Offering.
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2.
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Amendment of preamble . The Company and
the undersigned Holder hereby agrees to amend and restate the
following definition in preamble of the Rights Agreement:
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"Investor" shall mean the purchasers of the
Company’s Series A-2 Preferred Stock (the "Series A-2
Investors") listed on Exhibit A hereto, the purchasers of the
Company’s Series B-2 Preferred Stock (the "Series B-2
Investors") listed on Exhibit B hereto, the purchasers of the
Company’s Series C-2 Preferred Stock (the "Series C-2
Investors") listed on Exhibit C hereto, and the purchasers of the
Company’s Series
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3.
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Amendment of Section 1 . The
Company and the undersigned Holder hereby agrees to amend and
restate the following definitions in Section 1.1 of the Rights
Agreement:
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