AMENDED ANDRESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.3
CORCEPT THERAPEUTICS INCORPORATED
AMENDMENT NO. 1 TO
AMENDED AND RESTATED INFORMATION AND
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT (the Amendment) is made as of March 16, 2004 by and among Corcept Therapeutics Incorporated, a Delaware corporation (the Company), and the persons and entities listed on the attached Exhibit A (collectively, the Investors).
RECITALS
A. In connection with the sale by the Company of its Series C Preferred Stock, the Company and the Investors entered into that certain Amended and Restated Information and Registration Rights Agreement dated as of May 8, 2001 (the Rights Agreement).
B. Section 18.5 of the Rights Agreement provides that the Rights Agreement may be amended by a written instrument signed by the Company and by persons holding a majority of the Registrable Securities calculated on an as-converted basis.
C. The Investors who have executed this Amendment hold a majority of the Registrable Securities calculated on as-converted basis.
D. In connection with the initial Registered public offering of the Companys Common Stock, the Investors and the Company wish to amend the Rights Agreement as set forth herein.
THE PARTIES AGREE AS FOLLOWS:
1. Terms not defined in this Amendment shall have the meaning set forth in the Rights Agreement.
2. Except as set forth in this Amendment, the Rights Agreement shall remain in full force and effect.
3. Section 6.2(c) of the Rights Agreement shall be amended and restated to read in its entirety as follows:
(c) Allocation of Shares in Piggyback Registration. In the event that the Underwriters Representative limits the number of shares to be included in a Registration pursuant to Section 6.2(b), the number of shares to be included in such
Registration shall be allocated (subject to Section 6.2(b)) in the following manner: the number of shares that may be included in the Registration and underwriting by selling stockholders shall be allocated among all Holders thereof and other holders of securities (other than Registrable Securities) requesting and legally entitled to include such securities in such Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders and such other holders would otherwise be entitled to include in such Registration; provided, however, that notwithstanding any provision to the contrary in this Agreement, including without limitation this Section 6, Alan Schatzberg, or a member of his immediate family (Schatzberg), may sell in the Companys initial Registered public offering up to Seven Hundred Fifty Thousand (750,000) shares of the Companys Common Stock. In such event, provided that the Underwriters Representative advises the Company that no Registrable Securities may be included in the initial Registered public offering due to market factors, then no Holder, other than Schatzberg, shall be entitled to exercise piggyback registration rights pursuant to this Agreement in connection with such offering. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 6.2(c) shall be included in the Registration Statement.
4. This Agreement may be executed in two or more counterparts, including by facsimile, each of which shall constitute an original but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Amended and Restated Information and Registration Rights Agreement as of the date first above written.
Company: | CORCEPT THERAPEUTICS INCORPORATED, a Delaware corporation | |||||||
By: | /s/ ROBERT L. ROE | |||||||
Name: | Robert L. Roe | |||||||
Title: | President | |||||||
Investor: | SUTTER HILL VENTURES, a California Limited Partnership | |||||||
By: | /s/ G. LEONARD BAKER, JR. | |||||||
Name: | G. Leonard Baker, Jr. | |||||||
Managing Director of the General Partner |
SUTTER HILL ENTREPRENEURS FUND (AI), L.P. | ||||||||
By: | /s/ G. LEONARD BAKER, JR. | |||||||
Name: | G. Leonard Baker, Jr. | |||||||
Managing Director of the General Partner |
SUTTER HILL ENTREPRENEURS FUND (QP), L.P. | ||||||||
By: | /s/ G. LEONARD BAKER, JR. | |||||||
Name: | G. Leonard Baker, Jr. | |||||||
Managing Director of the General Partner |
TOW PARTNERS, A California Limited Partnership | ||
By: | /s/ PAUL M. WYTHES | |
Paul M. Wythes, General Partner |
ANVEST, L.P. | ||
By: | /s/ DAVID L. ANDERSON | |
David L. Anderson, General Partner |
SAUNDERS HOLDINGS, L.P. | ||
By: | /s/ G. LEONARD BAKER, JR. | |
G. Leonard Baker, Jr., General Partner |
THE COXE/OTUS REVOCABLE TRUST U/A/D/ 4/23/98, TENCH COXE, TRUSTEE, | ||
By: | /s/ TENCH COXE | |
Name: | Tench Coxe | |
Title: | Trustee | |
THE TAMERLANE CHARITABLE REMAINDER UNITRUST | ||
By: | /s/ TENCH COXE | |
Tench Coxe, Trustee |
/s/ GREGORY P. SANDS | ||
GREGORY P. SANDS |
/s/ G. LEONARD BAKER, JR. | ||
G. LEONARD BAKER, JR. |
GREGORY P. AND SARAH J.D. SANDS, TRUSTEES, THE GREGORY P. SAND SARAH J.D. SANDS TRUST AGREEMENT DATED 2/24/99 /s/ GREGORY P. SANDS | ||
Gregory P. Sands, Trustee |
THE YOUNGER LIVING TRUST, U/A/D 1/20/95 WILLIAM H. YOUNGER, JR., TRUSTEE |
/s/ WILLIAM H. YOUNGER, JR. | ||
William H. Younger, Jr., Trustee |
SHV M/P/T/ FBO MICHELE Y. PHUA, WELLS FARGO BANK, TRUSTEE | ||
By: | /s/ EVAN HODGENS | |
Name: | Evan Hodgens | |
Title: | Vice President | |
SHV M/P/T FBO WILLIAM H. YOUNGER, JR., WELLS FARGO BANK, TRUSTEE | ||
By: | /s/ EVAN HODGENS | |
Name: | Evan Hodgens | |
Title: | Vice President | |
S HV M/P/T FBO SHERRYL W. HOSSACK, WELLS FARGO BANK, TRUSTEE | ||
By: | /s/ EVAN HODGENS | |
Name: | Evan Hodgens | |
Title: | Vice President | |
WYTHES 1999 GRANDCHILDRENS TRUST, JENNIFER W. VETTEL, PAUL M. WYTHES, JR., AND LINDA W. KNOLL, TRUSTEES | ||
By: | /s/ DAVID E. SWEET | |
David E. Sweet, under Power of Attorney |
THE REED TRAFFORD VETTEL 1999 IRREVOCABLE TRUST; LINDA W. KNOLL AND PAUL M. WYTHES, Jr., TRUSTEES | ||
By: | /s/ DAVID E. SWEET | |
Paul M. Wythes, Jr., Trustee by David E. Sweet under Power of Attorney |
PAUL M. WYTHES AND MARSHA R. WYTHES TRUSTEES, THE WYTHES LIVING TRUST (7/21/87) | ||
By: | /s/ DAVID E. SWEET | |
by David E. Sweet under Power of Attorney |
MARGARET LINDA VETTEL 1997 IRREVOCABLE TRUST, LINDA W. KNOLL AND PAUL M. WYTHES, JR., TRUSTEES | ||
By: | /s/ DAVID E. SWEET | |
Paul M. Wythes, Jr., Trustee by David E. Sweet Under Power of Attorney |
THE ANDERSON LIVING TRUST, U/A/D 1/22/98, DAVID L. ANDERSON, TRUSTEE | ||
By: | /s/ DAVID L. ANDERSON | |
David L. Anderson, Trustee |
/s/ JAMES C. GAITHER | ||
JAMES C. GAITHER |
/s/ LAWRENCE EBRINGER | ||
LAWRENCE EBRINGER |
JAMES N. WILSON AND PAMELA D. WILSON TRUST, U/D/T SEPTEMBER 27, 1983 | ||
By: | James N. Wilson | |
Name: | James N. Wilson | |
Title: | Trustee |
/s/ PATRICIA TOM | ||
PATRICIA TOM |
/s/ LYNNE M. BROWN | ||
LYNNE M. BROWN |
/s/ MICHELE PHUA, TRUSTEE | ||
PHUA FAMILY TRUST DATED OCTOBER 24, 2002 |
/s/ DAVID E. SWEET | ||
SHERRYL W. HOSSACK by David E. Sweet Under Power of Attorney |
/s/ DAVID E. SWEET | ||
DAVID SWEET |
1999 MELMON FAMILY TRUST, PAUL W. MELMON, TRUSTEE | ||
By: | /s/ DAVID E. SWEET | |
Name: | David E. Sweet Under Power of Attorney | |
WHITE FAMILY TRUST DATED 4/3/97, JAMES N. WHITE AND PATRICIA A. OBRIEN, TRUSTEES | ||
By: | /s/ JAMES N. WHITE | |
Name: | James N. White | |
Title: | Trustee | |
ALTA BIOPHARMA PARTNERS II, L.P. | ||
By: | /s/ ALIX MARDUEL | |
Name: | Alix Marduel | |
Title: | Managing Director | |
ALTA EMBARCADERO BIOPHARMA PARTNERS II, LLC | ||
By: | /s/ HILARY STRAIN | |
Name: | Hilary Strain | |
Title: | VP of Finance and Admin. | |
MAVERICK FUND, LDC | ||
By: | /s/ JOHN T. MCCAFFERTY | |
Name: | John T. McCafferty | |
Title: | Principal and General Counsel | |
MAVERICK FUND USA, LTD. | ||
By: | /s/ JOHN T. MCCAFFERTY | |
Name: | John T. McCafferty | |
Title: | Principal and General Counsel | |
MAVERICK FUND II, LTD. | ||
By: | /s/ JOHN T. MCCAFFERTY | |
Name: | John T. McCafferty | |
Title: | Principal and General Counsel | |
/s/ ROBERT ROE |
ROBERT ROE |
/s/ JAY CECIL |
JAY CECIL |
/s/ STUART DUTY |
STUART DUTY |
/s/ LAWRENCE J. HATTERER DR. LAWRENCE HATTERER
| ||
/s/ JO SHEN JOSEPHINE HAI-I SHEN
/s/ MALCOLM L. GEFTER MALCOLM L. GEFTER
/s/ ANDREW GALLIGAN ANDREW GALLIGAN
|
/s/ VAUGHN D. BRYSON VAUGHN D. BRYSON | ||
/s/ STANLEY WATSON STANLEY WATSON |
/s/ SARAH A. ODOWD SARAH A. ODOWD | ||
/s/ CHRISTOPHER P. SAARI CHRISTOPHER P. SAARI | ||
/s/ ROBERT H. ELLS ROBERT H. ELLS | ||
SHV M/P/T FBO MICHELE Y. PHUA, WELLS FARGO BANK, TRUSTEE
| ||
By: | /s/ EVAN HODGENS | |
Name: | Evan Hodgens | |
Title: | Vice President | |
SHV PROFIT SHARING PLAN FBO GREGORY P. SANDS, WELLS FARGO BANK, TRUSTEE
| ||
By: | /s/ EVAN HODGENS | |
Name: | Evan Hodgens | |
Title: | Vice President | |
SHV PROFIT SHARING PLAN FBO DAVID E. SWEET (ROLLOVER), WELLS FARGO BANK, TRUSTEE
| ||
By: | /s/ EVAN HODGENS | |
Name: | Evan Hodgens | |
Title: |
Vice President |
SHV PROFIT SHARING PLAN FBO LYNNE M. BROWN, WELLS FARGO BANK, TRUSTEE
| ||
By: | /s/ EVAN HODGENS | |
Name: | Evan Hodgens | |
Title: | Vice President | |
SHV PROFIT SHARING PLAN FBO PATRICIA TOM, WELLS FARGO BANK, TRUSTEE
| ||
By: | /s/ EVAN HODGENS | |
Name: | Evan Hodgens | |
Title: | Vice President |