Amendment No. 3 to Stockholders' Agreement
Amendment No. 3 dated as of March 31, 1998, to the Stockholders'
Agreement, dated as of March 4, 1997 (the "Stockholders' Agreement"), by and
among Packard BioScience Company, a Delaware corporation ("Packard"), the
Management Stockholders listed in Schedule 1 thereto, the Non-Management
Stockholders listed in Schedule 2 thereto, Xxxxxxx Xxxxx KECALP L.P. 1994,
KECALP Inc. and Stonington Capital Appreciation 1994 Fund, L.P.
WHEREAS, pursuant to, and in accordance with, Section 6.4 of the
Stockholders' Agreement, the parties hereto wish to amend the Stockholders'
Agreement on the terms contained herein.
WHEREAS, pursuant to Section 6.4 of the Stockholders' Agreement only the
consent of Packard is required to add parties who become holders of stock,
options or other securities of Packard;
WHEREAS, pursuant to the Stock Purchase Agreement by and between Packard
and Xxxxxxx X. Xxxx, an individual resident of Rancho Palos Verdes, dated March
31, 1998, Xxxxxxx X. Xxxx is the holder of 81, 662 shares of Packard common
stock; and
WHEREAS, pursuant to the Agreement and Release by and among Xxxxxxx, Xxxx
Creative Systems, Inc., a California corporation, and Xxxxxx X. Xxxxx, an
individual resident of Redmond, Washington, dated March 31, 1998, Xxxxxx X.
Xxxxx is the holder of 27,221 shares of Packard common stock.
NOW THEREFORE, the parties hereto agree as follows:
1. Amendments. The Stockholders' Agreement is hereby amended as follows:
Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxx shall be added to Schedule 1 to
the Stockholders' Agreement as Management Stockholders.
2. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of Delaware without reference to
the application of principles of conflicts law.
3. Reaffirmation. In all respect not inconsistent with the terms and
provisions of this Amendment No. 3, the Stockholders' Agreement shall continue
to be in full force and effect in accordance with the terms and conditions
thereof, and is hereby ratified, adopted, approved and confirmed. From and after
the date hereof, each reference to the Stockholders' Agreement in any other
instrument or document shall be deemed a reference to the Stockholders'
Agreement as amended hereby, unless the context otherwise requires.
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4. No Waiver. None of the execution, delivery or performance of this
Amendment No. 3 shall operate as waiver of any condition, power, remedy or right
exercisable in accordance with the Stockholders' Agreement, or constitute a
waiver of any provision of the Stockholders' Agreement, except as expressly
provided herein.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment No. 3 as of the date first above written.
PACKARD BIOSCIENCE COMPANY
By: /s/ Xxxxxxx X. XxXxxxxx
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Name: Xxxxxxx X. XxXxxxxx
Title: Senior Vice President
