CORCEPT THERAPEUTICS INCORPORATED AMENDMENT NO. 1 TO AMENDED AND RESTATED 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 Company’s 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 Underwriter’s 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

 

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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, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, or a member of his immediate family (“▇▇▇▇▇▇▇▇▇▇”), may sell in the Company’s initial Registered public offering up to Seven Hundred Fifty Thousand (750,000) shares of the Company’s Common Stock. In such event, provided that the Underwriter’s 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 ▇▇▇▇▇▇▇▇▇▇, 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.

 

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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/    ▇▇▇▇▇▇ ▇. ▇▇▇
						Name:		▇▇▇▇▇▇ ▇. ▇▇▇
						Title:		President

 

Investor:						▇▇▇▇▇▇ HILL VENTURES, a California Limited Partnership
						By:		/s/    G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
						Name:		G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
								Managing Director of the General Partner

 

						▇▇▇▇▇▇ ▇▇▇▇ ENTREPRENEURS FUND (AI), L.P.
						By:		/s/    G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
						Name:		G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
								Managing Director of the General Partner

 

						▇▇▇▇▇▇ HILL ENTREPRENEURS FUND (QP), L.P.
						By:		/s/    G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
						Name:		G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
								Managing Director of the General Partner

 

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