Exhibit 99.4
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is made and entered into as of June 26, 2008, by and among
MicroIslet, Inc., a Nevada corporation (the "Company"), Xxxxx Xxxxxx, an
individual (the "Holder"), and the 1996 Xxxxxx Children's Investment Trust (the
"Purchaser"). The Company, the Holder and the Purchaser are collectively
referred to as the "Parties".
WHEREAS, pursuant to a certain Warrant Agreement, dated as of September
20, 2007 (the "Old Warrant"), by and between the Company and the Holder, the
Company and the Holder entered into that certain Registration Rights Agreement,
dated as of September 20, 2007 (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 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, in which the term "Warrant Agreement" is defined, is hereby
deleted and replaced in its entirety by the following text:
This Agreement is made pursuant to that
certain Warrant Agreement, dated as of September 20,
2007, between the Company and Xxxxx Xxxxxx, and that
certain Warrant Agreement, dated as of June 26, 2008,
between the Company and the 1996 Xxxxxx Children's
Investment Trust (together, the "Warrant
Agreements").
(b) Registrable Securities. The definition of "Registrable
Securities" in Section 1 of the Registration Rights Agreement is hereby
deleted and replaced in its entirety by the following text:
"Registrable Securities" means the Warrant
Shares which the Holder has requested to be
registered pursuant to Section 2(a), other than
Warrant Shares which (i) have been sold to the public
pursuant to a registration statement or other means
such that they are no longer "restricted securities"
under the Securities Act, or (ii) may be sold without
volume restrictions pursuant to Rule 144 as
determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed
and acceptable to the Company's transfer agent and
the Holders.
(c) Termination Date. The definition of "Termination Date" in
Section 1 of the Registration Rights Agreement is hereby amended by
replacing the text "Rule 144(k)" therein with the text "Rule 144".
(d) Warrant Shares. The definition of "Warrant Shares" in
Section 1 of the Registration Rights Agreement is hereby amended by
replacing the text "the Warrant Agreement" therein with the text
"either Warrant Agreement".
(e) Successors and Assigns. Section 6(g) of the Registration
Rights Agreement is hereby amended by replacing the text "the Warrant
Agreement" therein with the text "the applicable 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.
MICROISLET, INC., a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chief Executive Officer
1996 XXXXXX CHILDREN'S INVESTMENT TRUST
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Trustee
XXXXX XXXXXX
/s/ Xxxxx Xxxxxx
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