FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"AMENDMENT") is made and entered into as of July 15, 2008, by and among
MicroIslet, Inc., a Nevada corporation (the "COMPANY"), ▇▇▇▇▇▇ ▇▇▇▇, an
individual (the "HOLDER"), and SMR 1996 Trust III, a New York trust (the
"PURCHASER"). The Company, the Holder and the Purchaser are collectively
referred to as the "PARTIES".
WHEREAS, pursuant to that certain Securities Purchase Agreement, dated
as of June 11, 2008 (the "SECURITIES PURCHASE AGREEMENT"), by and between the
Company and the Holder, the Company and the Holder entered into that certain
Registration Rights Agreement, dated as of June 11, 2008 (the "REGISTRATION
RIGHTS AGREEMENT");
WHEREAS, pursuant to the Registration Rights Agreement, the Company
granted the Holder certain registration rights with respect to the shares of
Common Stock issuable upon exercise of the warrant issued pursuant to the
Securities Purchase Agreement (the "OLD WARRANT");
WHEREAS, the Company and the Purchaser as of the date hereof have
entered into a certain Warrant Agreement (the "NEW WARRANT"); and
WHEREAS, the Parties desire to join the Purchaser as a party to the
Registration Rights Agreement and to extend the rights thereof to apply to the
shares of Common Stock issuable upon exercise of the New Warrant.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the Parties, intending
to be legally bound, hereby agree as follows:
1. CERTAIN DEFINITIONS. Capitalized terms used but not defined herein
shall have the respective meanings ascribed to them in the Registration Rights
Agreement.
2. JOINDER. The Parties hereby acknowledge, agree and confirm that,
upon the effectiveness hereof, the Purchaser shall become a party to the
Registration Rights Agreement (as amended hereby), and thereupon shall be
subject to, and bound by, the terms and provisions thereof, with the same force
and effect as if it had been an original signatory party to the Registration
Rights Agreement. Without limiting the generality of the foregoing, Purchaser
expressly assumes all of the obligations and liabilities, and the Company agrees
that Purchaser shall have all of the rights, of a "Holder" under such terms and
provisions.
3. AMENDMENTS. Effective as of the date hereof, the Parties hereby
agree to amend the Registration Rights Agreement as follows:
(a) PREAMBLE. The second paragraph of the Registration Rights
Agreement is hereby deleted and replaced in its entirety by the
following text:
"This Agreement is made pursuant to that certain
Securities Purchase Agreement, dated as of June 11, 2007,
between the Company and ▇▇▇▇▇▇ ▇▇▇▇, (the "PURCHASE
AGREEMENT") and that certain Warrant Agreement, dated as of
July 15, 2008, between the Company and SMR 1996 Trust III, a
New York trust (the "WARRANT Agreement")."
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(b) DEFINITIONS. The first sentence of Section 1 of the
Registration Rights Agreement is hereby deleted and replaced in its
entirety by the following text:
"Capitalized terms used and not otherwise defined
herein that are defined in either the Purchase Agreement or
the Warrant Agreement, as applicable, shall have the meanings
given such terms in either the Purchase Agreement or the
Warrant Agreement, as applicable. As used in this Agreement,
the following terms have the respective meanings set forth
below in this Section 1."
(c) NOTES. The definition of "Notes" in Section 1 of the
Registration Rights Agreement is hereby deleted and replaced in its
entirety by the following text:
"means either: (i) the Subordinated Convertible
Unsecured Revolving Promissory Notes issued or issuable from
time to time under the Purchase Agreement; or (ii) the
Unsecured Subordinated Convertible Promissory Note issued in
connection with the Warrant Agreement."
(d) WARRANTS. The definition of "Warrants" in Section 1 of the
Registration Rights Agreement is hereby amended by replacing the text
"the Purchase Agreement" therein with the text "either the Purchase
Agreement or the Warrant Agreement."
(e) REGISTRATION PROCEDURES. Section 3(h) of the Registration
Rights Agreement is hereby amended by replacing the text "the Purchase
Agreement" therein with the text "either the Purchase Agreement or the
Warrant Agreement, as applicable."
(f) SUCCESSORS AND ASSIGNS. Section 6(g) of the Registration
Rights Agreement is hereby amended by replacing the text "the Purchase
Agreement" therein with the text "with respect to Holder, the Purchase
Agreement, and with respect to Purchaser, the Warrant Agreement."
4. EFFECT AND RATIFICATION. Upon execution and delivery of this
Amendment by the Parties, the Purchaser shall become a party to the Registration
Rights Agreement in accordance with SECTION 2 hereof, the Registration Rights
Agreement shall be amended in accordance with SECTION 3 hereof, the term
"Agreement", "hereof", "hereunder" and words of similar import whenever used
therein shall refer to the Registration Rights Agreement as amended hereby, and
the Parties shall be bound by the Registration Rights Agreement as so amended.
Except as expressly amended by this Amendment, the Registration Rights Agreement
shall remain in full force and effect in accordance with the terms and
conditions thereof.
5. MISCELLANEOUS. The terms of subsections (h) (Execution and
Counterparts), (i) (Governing Law), and (l) (Headings) of Section 6 of the
Registration Rights Agreement are hereby incorporated by reference and shall
apply MUTATIS MUTANDIS to this Amendment as if specifically set forth herein.
[ SIGNATURE PAGE FOLLOWS ]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
"COMPANY" MICROISLET, INC., a Nevada corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer
"PURCHASER" SMR 1996 TRUST III, A NEW YORK TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
Co-Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Co-Trustee
"HOLDER" ▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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