EXHIBIT D
GlenRose Instruments Inc.
4% Convertible Debenture Due 2013
Investor Rights Agreement
To the purchaser of a Debenture (as such term is defined below)
of GlenRose Instruments Inc., a Delaware corporation (the "Company"),
identified on the signature page of this Agreement.
Dear Sir or Madam:
This will confirm that in consideration of your purchase of
the Debenture, the Company covenants and agrees with you as follows:
1. Certain Definitions. As used in this Agreement,
the following terms shall have the following respective meanings:
"2008 Private Placement" shall mean the private placement
of the Debentures conducted by the Company commencing July 25, 2008.
"Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time administering
the Securities Act.
"Common Stock" shall mean the Common Stock, $0.01 par
value per share, of the Company, as constituted as of the date
of this Agreement.
"Conversion Shares" shall mean shares of Common Stock
issued upon conversion of the Debentures.
"Debentures" shall mean the 4% Convertible Debentures
Due 2013 of the Company issued pursuant to the Subscription Agreement.
"Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, or any similar federal statute, and the rules
and regulations of the Commission thereunder, all as the same shall
be in effect at the time.
"Holder" shall mean each purchaser of a Debenture pursuant
to the Subscription Agreement and each transferee of such securities
or any Registrable Securities to whom any such securities or
Registrable Securities are transferred in compliance with Section 2
of this Agreement.
"Outstanding Options" shall have the meaning set forth
in Section 10.
"Registration Expenses" shall mean the expenses so
described in Section 6.
"Registrable Securities" shall mean the Conversion Shares
or any shares issued upon any stock split, stock dividend,
recapitalization or similar event with respect to such Conversion
Shares, excluding Conversion Shares which have been (a) registered
under the Securities Act pursuant to an effective registration statement
filed thereunder and disposed of in accordance with the registration
statement covering them, or (b) publicly sold pursuant to Rule 144
under the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at
the time.
"Selling Expenses" shall mean the expenses so described in
Section 6.
"Subscription Agreement" shall mean the Subscription
Agreement dated as of July 25, 2008 with respect to your purchase
of the Debentures
2. Restrictions on Transfer.
(a) The Holder agrees not to make any disposition
of all or any portion of the Registrable Securities unless and until:
(i) there is then in effect a registration
statement under the Securities Act covering such proposed disposition
and such disposition is made in accordance with such registration
statement; or
(ii) (A) the transferee has agreed in writing
to be bound by the terms of this Agreement, (B) the Holder shall have
notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (C) if reasonably requested
by the Company, the Holder shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that such
disposition will not require registration of such shares under the
Securities Act.
(b) Notwithstanding the provisions of subsection
(a) above, no such restriction shall apply to a transfer by a Holder
that is (A) a partnership transferring to its partners or former
partners in accordance with partnership interests, (B) a corporation
transferring to a wholly-owned subsidiary or a parent corporation that
owns all of the capital stock of the Holder, (C) a limited liability
company transferring to its members or former members in accordance
with their interest in the limited liability company, (D) a Holder
transferring to its affiliates provided such transfer is first approved
by the Company and such approval not to be unreasonable withheld or
delayed, or (E) an individual transferring to the Holder's family
member or trust for the benefit of an individual Holder; provided
that in each case the transferee will agree in writing to be subject
to the terms of this Agreement to the same extent as if he were
an original Holder hereunder.
(c) Each certificate representing Registrable
Securities shall be stamped or otherwise imprinted with legends
substantially similar to the following (in addition to any legend
required under applicable state securities laws):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, MORTGAGED,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SALES UNDER THE
SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL FOR THE
CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
THE PROVISIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT DATED
JULY 25, 2008 AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF THAT AGREEMENT."
(d) The Company shall be obligated to reissue
promptly unlegended certificates at the request of the Holder if the
Company has completed its Qualified Offering and the Holder shall have
obtained an opinion of counsel (which counsel may be counsel to the
Company) reasonably acceptable to the Company to the effect that the
securities proposed to be disposed of may lawfully be so disposed of
without registration, qualification and legend.
(e) Any legend endorsed on an instrument pursuant
to applicable state securities laws and the stop-transfer instructions
with respect to such securities shall be removed upon receipt by the
Company of an order of the appropriate blue sky authority authorizing
such removal.
3. Required Registration. The Company shall use all
reasonable efforts to file within one hundred twenty (120) days
following the earlier of: (i) the date that shares of the Common Stock
are first quoted on the OTC Bulletin Board, (ii) the Company's shares of
Common Stock are first listed on a U.S. national securities exchange or
(iii) the written request of the Holders who beneficially own $6,000,000
principal amount of the Debentures or 857,143 shares of Common Stock, a
registration statement covering the sale of the Registrable Securities,
and shall take all action necessary to qualify the Registrable Securities
under state "blue sky" laws as hereinafter provided. The Company shall be
entitled to include in any registration statement referred to in this
Section 3 shares of Common Stock to be sold by the Company for its own
account.
4. Registration Procedures. Whenever the Company is
required by the provisions of Section 3 to use reasonable best efforts
to effect the registration of any Registrable Securities under the
Securities Act, the Company will, as soon as reasonably possible:
(a) prepare and file with the Commission a registration
statement on "shelf" registration statement on Form S-1 or such other form
of general applicability satisfactory to Company providing for the
registration and sale on a continuous or delayed basis with respect to such
securities and use its best efforts to cause such registration statement to
become and remain effective for the period of the distribution contemplated
thereby (determined as hereinafter provided);
(b) prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective until the earliest to occur of (i) the date that all of the
securities registered thereunder have been sold pursuant thereto or
(ii) until, by reason of Rule 144(k) under the Securities Act or any
other rule of similar effect, the securities registered thereunder are
no longer required to be registered for the sale thereof by the Holder
without restriction.
(c) furnish to each seller of Registrable Securities
and to each underwriter, if any, such number of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus) as such persons reasonably may request in order to facilitate
the public sale or other disposition of the Registrable Securities covered
by such registration statement;
(d) use its best efforts to register or qualify the
Registrable Securities covered by such registration statement under the
securities or "blue sky" laws of such jurisdictions as the sellers of the
Shares and the Registrable Securities or, in the case of an underwritten
public offering, the managing underwriter reasonably shall request,
provided, however, that the Company shall not for any such purpose be
required to qualify generally to transact business as a foreign corporation
in any jurisdiction where it is not so qualified or to consent to general
service of process in any such jurisdiction;
(e) use its best efforts to cause the Registrable
Securities to be quoted on the OTC Bulleting Board or to list the
Registrable Securities covered by such registration statement with any
securities exchange on which the Common Stock of the Company is then
listed; and
(f) make available for inspection by each seller of
Registrable Securities, any underwriter participating in any distribution
pursuant to such registration statement, and any attorney, accountant or
other agent retained by such seller or underwriter, all financial and
other records, pertinent corporate documents and properties of the Company,
and cause the Company's officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement.
(g) provide and cause to be maintained a transfer
agent and registrar for all Registrable Securities from and after a
date not later than the effective date of such Registration Statement.
(h) cooperate with Holders including Registrable
Securities in such registration and the managing underwriters, if any,
to facilitate the timely preparation and delivery of amending or
supplementing any prospectus supplement and any certificates
representing Registrable Securities to be sold.
(i) in the case of an underwritten offering,
cause any one of the senior executive officers of the Company to
participate in the customary "road show" presentations that may be
reasonably requested by the underwriters and otherwise to facilitate,
cooperate with and participate in each proposed offering contemplated
herein and customary selling efforts related thereto.
(j) in connection with each registration hereunder,
each seller of Registrable Securities will furnish to the Company in
writing such information with respect to such seller and the proposed
distribution by such seller as reasonably shall be necessary in order
to assure compliance with federal and applicable state securities laws.
(k) in connection with each registration pursuant to
Section 3 covering an underwritten public offering, the Company and
the Holder agree to enter into a written agreement with the managing
underwriter selected by the Company containing such provisions as
are customary in the securities business for such an arrangement
between such underwriter and companies of the Company's size and
investment stature.
5. Suspension of Use of Registration Statement. The
Holder agrees that, upon receipt of any notice from the Company of
(A) the happening of any event which makes any statements made in the
registration statement or related prospectus filed pursuant to this
Investor Rights Agreement, or any document incorporated or deemed to be
incorporated therein by reference, untrue in any material respect or
which requires the making of any changes in such registration statement
or prospectus so that, in the case of such registration statement,
it will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstance under which
they were made, not misleading or (B) that, in the judgment of the
Company's Board of Directors, it is advisable to suspend use of the
prospectus for a discrete period of time due to pending corporate
developments which are or may be material to the Company but have not
been disclosed in the registration statement or in relevant public
filings with the Commission, or (C) the Commission has issued a
stop order suspending the effectiveness of the registration
statement, such Holder will forthwith discontinue disposition
of such Registrable Securities covered by such registration statement
or prospectus until it is advised in writing by the Company that use
of the applicable prospectus may be resumed, and has received copies
of any additional or supplemented filings that are incorporated or
deemed to be incorporated by reference in such prospectus; provided,
however, that the Company may not suspend use of the prospectus
pursuant to the foregoing clause (B) more than 90 consecutive calendar
days or an aggregate of 120 calendar days in any twelve-month period
without incurring or accruing the obligation to pay additional
interest pursuant to Section 10. The Company shall use all reasonable
best efforts to insure that the use of the prospectus may be resumed
as soon as practicable.
6. Expenses. All expenses incurred by the Company in
complying with Section 3, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements
of counsel and independent public accountants for the Company, fees and
expenses (including counsel fees) incurred in connection with complying
with state securities or "blue sky" laws, fees of the National
Association of Securities Dealers, Inc., transfer taxes, fees of transfer
agents and registrars, costs of insurance and fees and disbursements
of one counsel for the sellers of Registrable Securities, but excluding
any Selling Expenses, are called "Registration Expenses". All underwriting
discounts and selling commissions applicable to the sale of Registrable
Securities are called "Selling Expenses".
The Company will pay all Registration Expenses in connection
with the registration statement under Section 3. All Selling Expenses
in connection with each registration statement under Section 3 shall be
borne by the participating sellers in proportion to the number of shares
sold by each, or by such participating sellers other than the Company
(except to the extent the Company shall be a seller) as they may agree.
7. Indemnification and Contribution. (a) In the event
of the registration of any Registrable Securities under the Securities
Act pursuant to Section 3, the Company will indemnify and hold harmless
the Holder and each other seller of such Shares and Registrable
Securities thereunder, each underwriter of such Registrable Securities
thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which
such seller, underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under
which such Registrable Securities were registered under the
Securities Act pursuant to Section 3, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
and will reimburse each such seller, each such underwriter and each
such controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action, provided, however,
that the Company will not be liable in any such case if and to the
extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information
furnished by any such seller, any such underwriter or any such
controlling person in writing specifically for use in such
registration statement or prospectus.
(b) In the event of a registration on behalf of the
Holder of any of the Registrable Securities under the Securities Act
pursuant to Section 3, the Holder, severally and not jointly, will
indemnify and hold harmless the Company, each person, if any, who
controls the Company within the meaning of the Securities Act, each
officer of the Company who signs the registration statement, each
director of the Company, each underwriter and each person who
controls any underwriter within the meaning of the Securities Act,
against all losses, claims, damages or liabilities, joint or several,
to which the Company or such officer, director, underwriter or
controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in the registration statement under which such Registrable
Securities was registered under the Securities Act pursuant to
Section 3, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and
each such officer, director, underwriter and controlling person for
any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability
or action, provided, however, that the Holder will be liable hereunder
in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with information pertaining to the
Holder furnished in writing to the Company by the Holder specifically
for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Holder hereunder shall be
limited to the proportion of any such loss, claim, damage, liability
or expense which is equal to the proportion that the public offering,
price of the shares sold by the Holder under such registration
statement bears to the total public offering price of all securities
sold thereunder, but not in any event to exceed the proceeds received
by the Holder from the sale of Registrable Securities covered by such
registration statement.
(c) Promptly after receipt by an indemnified party
hereunder of notice of the. commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party hereunder, notify the indemnifying
party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which
it may have to such indemnified party other than under this Section 6
and shall only relieve it from any liability which it may have to
such indemnified party under this Section 6 if and to the extent the
indemnifying party is prejudiced by such omission. In case any such
action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to
the extent it shall wish, to assume and undertake the defense
thereof with counsel satisfactory to such indemnified party, and,
after notice from the indemnifying party to such indemnified party
of its election so to assume and undertake the defense thereof,
the indemnifying party shall not be liable to such indemnified
party under this Section 6 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison
with counsel so selected, provided, however, that, if the defendants
in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it
which are different from or additional to those available to the
indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right
to select a separate counsel and to assume such legal defenses
and otherwise to participate in the defense of such action, with
the expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the indemnifying
party as incurred.
(d) In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case
in which either (i) the Holder exercising rights under this
Agreement, or any controlling person of the Holder, makes a claim for
indemnification pursuant to this Section 6 but it is judicially
determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal to
the denial of the last right of appeal) that such indemnification
may not be enforced in such case notwithstanding the fact that this
Section 6 provides for indemnification in such case, or
(ii) contribution under the Securities Act may be required on
the part of any the Holder or any such controlling person in
circumstances for which indemnification is provided under this
Section 6; then, and in each such case, the Company and the Holder
will contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (after contribution from others) in such
proportion so that the Holder is responsible for the portion represented
by the percentage that the public offering price, if any, of its
Registrable Securities offered by the registration statement bears
to the public offering price, if any, of all securities offered by
such registration statement, and the Company is responsible for the
remaining portion; provided, however, that, in any such case,
(A) the Holder will not be ruled to contribute any amount in excess
of the public offering price, if any, of all such Registrable
Securities offered by it pursuant to such registration statement;
and (B) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be
entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation.
(e) No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or
threatened action, suit or proceeding in respect to which any
indemnified party is or could have been a party and indemnity was
or could have been sought hereunder by such indemnified party, unless
such settlement, compromise or consent (x) includes an unconditional
release of such indemnified party from all liability on claims that
are the subject matter of such action, suit or proceeding and
(y) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.
8. Rule 144 Reporting. With a view to making available
the benefits of certain rules and regulations of the Commission which
may at any time permit the sale of the Registrable Securities to the
public without registration, at all times after 90 days after the
Qualified Offering or the Qualified Registration shall have become
effective, the Company agrees to:
(a) make and keep public information available,
as those terms are understood and defined in Rule 144 under the
Securities Act;
(b) use reasonable efforts to file with the
Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the
Exchange Act; and
(c) furnish to the Holder forthwith upon request
a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act
and the Exchange Act, a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so
filed by the Company as the Holder may reasonably request in
availing the Holder of any rule or regulation of the Commission
allowing the Holder to sell any Registrable Securities without
registration.
9. "Lockup" Agreement. The Holder hereby agrees
that such Holder shall not sell, transfer, make any short sale of,
grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale, any
shares of Common Stock (or other securities) of the Company held
by the Holder for a period specified by the representative of the
underwriters of Common Stock (or other securities) of the Company
not to exceed one hundred eighty (180) days following the effective
date of the Company's Qualified Offering or Qualified Registration.
10. Additional Interest. In the event that a
registration statement has not become effective by the deadline
specified in Section 3, additional interest will accrue on the
Debentures at a rate per annum of 0.25% of the principal amount of
the Debentures, payable quarterly in arrears on the 15th day of
October, January, April and July of each year.
11. Board Designee and Information. The undersigned
Holder shall have the right to nominate one nominee to the Company's
board of directors (the "Board Designee"). The initial Board Designee
of the Holder shall be Xxxx Xxxx. At the meeting of the board of
directors of the Company scheduled for July 30, 2008 or within one
month thereafter, the Company shall appoint the Board Designee to
the board of directors and shall, if necessary, expand the board of
directors by one member to create a vacancy for such purpose. In the
event that the Board Designee ceases to be a member of the board of
directors, so long as the undersigned Holder and its affiliates
collectively beneficially own at least $6,000,000 principal amount
of the Debentures or 857,143 shares of Common Stock, the undersigned
Holder may select another person as a nominee for the Board Designee
to fill the vacancy created thereby. All obligations of the Company
pursuant to this Section 11 shall terminate at such time as the
undersigned and its affiliates collectively beneficially own less
than $6,000,000 principal amount of the Debentures or 857,143 shares
of Common Stock. In the event that the Company is no longer subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act,
the Company shall continue to provide the Holder, annual, quarterly
and current reports or other information and documents containing
substantially the same information as would have been required to be
filed with the Commission had the Company continued to be subject to
such reporting requirements.
12. Miscellaneous.
(a) All covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the
parties hereto (including without limitation permitted transferees of
any Shares or Registrable Securities), whether so expressed or not.
(b) All notices, requests, consents and other
communications hereunder shall be in writing and shall be mailed by
certified or registered mail, return receipt requested, postage prepaid,
or telexed, in the case of non-U.S. residents, addressed as follows:
if to the Company or any other party hereto, at
the address of such party set forth in the
Subscription Agreement;
if to the Holder, at the address of the Holder set
forth in the Subscription Agreement;
or, in any case, at such other address or addresses as shall have been
furnished in writing to the Company (in the case of the Holder) or to
the Holder (in the case of the Company) in accordance with the
provisions of this paragraph.
(c) Notwithstanding the place where this Agreement
may be executed by any of the parties hereto, all the terms and
provisions hereof shall be construed in accordance with and governed
by the laws of the Commonwealth of Massachusetts, without giving
effect to its conflict of law principles. Any dispute which may
arise out of or in connection with this Agreement shall be
adjudicated before a court located in Boston, Massachusetts and
the parties hereby submit to the exclusive jurisdiction of the
courts of the Commonwealth of Massachusetts located in Boston,
Massachusetts and of the federal courts in Boston, Massachusetts
with respect to any action or legal proceeding commenced by any
party, and irrevocably waive any objection they now or hereafter
may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court
is an inconvenient forum, relating to or arising out of this Agreement
or any acts or omissions relating to the sale of the Shares, and
each of the undersigned consents to the service of process in
any such action or legal proceeding by means of registered or
certified mail, return receipt requested, in care of the address
set forth below or such other address as the undersigned shall
furnish in writing to the Company. In the event any such
action is brought, whether at law or in equity, then the
prevailing party shall be paid its reasonable attorney's fees,
expenses and disbursements arising out of such action. Each of
the undersigned hereby waives trial by jury in any action or
proceeding involving, directly or indirectly, any matter (whether
sounding in tort, contract, fraud or otherwise) in any way arising
out of or in connection with this Agreement or the Holder's
purchase of a Debenture.
(d) This Agreement may not be amended or modified,
and no provision hereof may be waived, without the written consent
of the Company and the Holders of at least a majority of the
outstanding Registrable Securities, including Blum Strategic
Partners IV, L.P. to the extent that Blum Strategic
Partners IV, L.P. beneficially owns any Registrable Securities.
(e) This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
(f) The obligations of the Company to register
the Registrable Securities under this Agreement shall terminate on
the date that the Holders or any transferees of such Holders who
would require such registration to effect a sale of Registrable
Securities no longer beneficially own Registrable Securities.
(g) If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable, such illegality,
invalidity or unenforceability shall attach only to such provision
and shall not in any manner affect or render illegal, invalid or
unenforceable any other provision of this Agreement, and this
Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.
Please indicate your acceptance of the foregoing
by signing and returning the enclosed counterpart of this letter,
whereupon this Agreement shall be a binding agreement between the
Company and you.
Very truly yours,
GlenRose Instruments Inc.
/s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
AGREED TO AND ACCEPTED as of
the date first above written.
Blum Strategic Partners IV, L.P.
By: Blum Strategic XX XX, L.P., its general partner
By: Blum Strategic XX XX, L.L.C., its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
