AMENDMENT
TO INVESTOR RIGHTS AGREEMENTS
This
Amendment, dated as of April 30, 2007 (this “Amendment”), amends the Investor
Rights Agreement, dated as of October 24, 2006 and the Investor Rights Agreement
dated as of December 6, 2006 (the “Agreements”),
in
each case, by and among Access Pharmaceuticals, Inc., a Delaware corporation
(the "Company"),
and
SCO Capital Partners LLC and Lake End Capital LLC, (the “Purchasers”).
Terms
not otherwise defined herein which are defined in the Agreements shall have
the
same respective meanings herein as therein.
WHEREAS,
the Company and the Purchasers have agreed to modify certain terms and
conditions of the Agreements as specifically set forth in this
Amendment.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein and
for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Amendment
to the Agreements.
Each
Agreement is hereby amended as follows:
(a)
The
definition of “Filing Date” in each Agreement is hereby amended and restated in
its entirety to read as follows:
“‘Filing
Date’
means
the earlier of (i) the date on which the registration statement in connection
with a Qualified Financing is required to be filed pursuant to the transaction
documents for such Qualified Financing, or (ii) August 31, 2007.”
(b)
The
definition of “Qualified Financing” in each Agreement is hereby amended and
restated in its entirety to read as follows:
“‘Qualified
Financing’
means
the next equity financing (including, without limitation, an offering of
convertible debt securities or other convertible securities) of the Company
in
connection with which the Company registers the equity securities (or underlying
equity securities, as the case may be) pursuant to the Securities
Act.”
2. Condition
to Effectiveness.
This
Amendment shall not become effective until the Purchasers receive a counterpart
of this Amendment executed by the Company.
3. Ratification,
Etc.
Except
as expressly amended hereby, all terms and conditions of the Agreements,
as
amended, are hereby ratified and confirmed in all respects and shall continue
in
full force and effect. All references to the Agreements shall hereafter refer
to
such Agreements, as amended hereby.
4. No
Waiver.
Nothing
contained herein shall constitute a waiver of, impair or otherwise affect,
any
obligation of the Company under the Agreements or any rights of any Purchaser
consequent thereon.
5. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original but which together shall constitute one and the same
instrument. The executed signature pages hereto may be delivered by facsimile
or
other means of electronic image transmission, such a copy of any signature
page
hereto shall have the same force an effect as an original thereof.
6. Governing Law.
This
Amendment shall be governed by, and construed in accordance with, the laws
of
the State of New York (without reference to conflict of laws).
[Remainder
of this Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as a document
under seal as of the date first above written.
Company:
ACCESS
PHARMACEUTICALS, INC.
By:
/s/
Stephen B. Thompson
Name:
Stephen B. Thompson
Title:
Vice President Chief Financial Officer
Purchasers:
SCO
CAPITAL PARTNERS LLC
By:
/s/
Steven H. Rouhandeh
Name:
Steven H. Rouhandeh
Title:
Chairman
LAKE
END
CAPITAL LLC
By:
/s/
Jeffrey B. Davis
Name:
Jeffrey B. Davis
Title:
Managing Member