Exhibit 10.17
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REGISTRATION RIGHTS AGREEMENT
dated February 19, 1998,
among
V.I. TECHNOLOGIES, INC.
and the
STOCKHOLDERS LISTED HEREIN
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REGISTRATION RIGHTS
AGREEMENT dated February 19, 1998, among
V.I. TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), and the
stockholders of the Company listed on
Schedule I (the "Investors").
Each Investor currently owns (or has the right to acquire) the number of
shares of Common Stock, $.01 par value (the "Common Stock"), of the Company set
forth opposite the name of such Investor on Schedule I. The parties hereto deem
it to be in their best interests to set forth their rights and obligations in
connection with public offerings and sales of shares of Common Stock.
Accordingly, the parties agree as follows:
SECTION 1. DEFINITIONS.
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As used in this Agreement, the following terms shall have the following
meanings:
"AFFILIATE" has the meaning ascribed to it in Rule 12b-2 promulgated under
the Exchange Act.
"AMPERSAND" means collectively, Ampersand Specialty Materials and Chemical
II Limited Partnership, Ampersand Specialty Materials and Chemicals III Limited
Partnership, Laboratory Partners I Limited Partnership, Ampersand Specialty
Materials and Chemicals III Companion Fund Limited Partnership and Laboratory
Partners Companion Fund Limited Partnership.
"AMPERSAND INVESTORS" means Ampersand, any Affiliate of Ampersand which
owns Restricted Shares and any successor to, or assignee or transferee of, an
Ampersand Investor who shall agree in writing to be treated as an Ampersand
Investor and to be bound by the terms and comply with the provisions of this
Agreement.
"CBCI" means CB Capital Investors, L.P., a Delaware limited partnership.
"CBCI DEMAND REGISTRATION DATE" means the earlier of (i) October 29, 1999
and (ii) the date nine months after the date upon which the registration
statement for use in the Initial Public Offering shall have been declared
effective.
"CBCI INVESTOR" means CBCI, any Affiliate of CBCI which owns Restricted
Shares and any successor to, or assignee or transferee of, a CBCI Investor who
shall agree in writing to be treated as a CBCI Investor and to be bound by the
terms and comply with the provisions of this Agreement.
"COMMISSION" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.
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"EXCHANGE ACT" means the Securities Exchange Act of 1934, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect from time to time.
"INITIAL PUBLIC OFFERING" means the first underwritten public offering of
Common Stock for sale to the public for the account of the Company and offered
on a "firm commitment" or "best efforts" basis pursuant to an offering
registered under the Securities Act with the Commission on Form S-1 or its then
equivalent.
"NYBC" means New York Blood Center. Inc. a New York not-for-profit
corporation.
"NYBC INVESTOR" means NYBC, any Affiliate of NYBC which owns Restricted
Shares and any successor to, or assignee or transferee of, a NYBC Investor who
shall agree in writing to be treated as a NYBC Investor and to be bound by the
terms and comply with the provisions of this Agreement.
"OTHER SHARES" means at any time those shares of Common Stock which do not
constitute Primary Shares or Registrable Shares.
"PRIMARY SHARES" means at any time the authorized but unissued shares of
Common Stock or shares of Common Stock held by the Company in its treasury.
"PALL" means Pall Corporation, a New York corporation.
"PALL INVESTOR" means Pall, any Affiliate of Pall which owns Restricted
Shares and any successor to, or assignee or transferee of, a Pall Investor who
shall agree in writing to be treated as a Pall Investor and to be bound by the
terms and comply with the provisions of this Agreement.
"REGISTRABLE SHARES" means at any time, with respect to any Stockholder,
the Restricted Shares held by such Stockholder which constitute Common Stock.
"RESTRICTED SHARES" means at any time, with respect to any Stockholder, the
shares of Common Stock, any other securities which by their terms are
exercisable or exchangeable for or convertible into Common Stock or other
securities which are so exercisable or convertible and any securities received
in respect thereof, which are held by such Stockholder and which have not
previously been sold to the public pursuant to a registration statement under
the Securities Act or pursuant to Rule 144 or which are not (or would not be,
upon any such exercise, exchange or conversion) eligible for sale by the holder
thereof under Rule 144(k) or any successor rule thereto or any complementary
rule thereto.
"RULE 144" means Rule 144 promulgated under the Securities Act or any
successor rule thereto or any complementary rule thereto.
"SECURITIES ACT" means the Securities Act of 1933, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
from time to time.
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"STOCKHOLDERS" means the Investors and any person or entity that acquires
Restricted Shares directly or indirectly from an Investor in accordance with
Section 17.
"TRANSFER" means any disposition of any Restricted Shares or of any
interest therein which constitutes a sale within the meaning of the Securities
Act, other than any disposition pursuant to an effective registration statement
under the Securities Act and complying with all applicable state securities and
"blue sky" laws.
SECTION 2. DEMAND REGISTRATION.
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(a) Subject to paragraph (d) below, the Stockholders holding at least 30%
of the then outstanding Restricted Shares held collectively by all Ampersand
Investors and all NYBC Investors shall be entitled to request that the Company
effect a registration under the Securities Act of Registrable Shares in
accordance with this Section.
(b) (i) Subject to paragraph (d) below, at any time after the CBCI Demand
Registration Date, the Stockholders holding at least 50% of the then
outstanding Restricted Shares held by all CBCI Investors shall be entitled
to request that the Company effect a registration under the Securities Act
of Registrable Shares in accordance with this Section.
(ii) Subject to paragraph (d) below, at any time after the date 180
days after the consummation of the Initial Public Offering, the
Stockholders holding at least 50% of the then outstanding Restricted Shares
held by all Pall Investors shall be entitled to request that the Company
effect a registration under the Securities Act of Registrable Shares in
accordance with this Section.
(c) If the Company shall be requested to effect a registration under the
Securities Act of Registrable Shares in accordance with this Section, then the
Company shall promptly give written notice of such proposed registration to all
Stockholder who are then holders of Restricted Shares and shall offer to include
in such proposed registration any Registrable Shares requested to be included in
such proposed registration by such holders who respond in writing to the
Company' s notice within 30 days after delivery of such notice (which response
shall specify the number of Registrable Shares proposed to be included in such
registration). The Company shall promptly use its commercially reasonable
efforts in good faith to effect such registration on an appropriate form,
including Form S-2 or S-3, if available, under the Securities Act of the
Registrable Shares which the Company has been so requested to register.
(d) The Company shall not be obligated to effect any registration under the
Securities Act requested under this Section except in accordance with the
following provisions:
(i) the Company shall not be obligated to (A) file more than two
registration statements initiated pursuant to paragraph (a), (B) file more
than two registration statements initiated pursuant to paragraph (b)(i) ,
(C) file more than four registration statements initiated pursuant to
paragraph (b)(ii) of which not more than two registration
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statements may be filed prior to two years after the date hereof, (D)
effect any registration initiated pursuant to paragraphs (b)(i) if the
Company shall reasonably conclude that the anticipated gross offering price
of all Registrable Shares to be included therein would be less than $10,
000, 000, (E) file any registration statement requested pursuant to
paragraph (b)(i) at any time the CBCI Investors shall own less than
1,256,278 (subject to adjustment for stock splits, stock combinations and
the like) Restricted Shares, (F) file any registration statement requested
pursuant to paragraph (b)(ii) at any time when the anticipated gross
offering price of all Registrable Shares to be included therein for the
account of Pall Investors would be less than $2,000,000 unless the number
of Registrable Shares to be sold for the account of Pall Investors is at
least 600,000 shares (subject to adjustment for stock splits, stock
combinations and the like) or (G) file more than one registration statement
pursuant to this Section within any consecutive 180-day period, which
registration statement(s) were initiated pursuant to this Section and
become effective or which are rescinded without reimbursement as specified
in the last paragraph of this Section;
(ii) The Company's obligations to file a registration statement under
this Section shall be suspended at any time when (A) it has not received a
request under paragraph (a) or (b) above, and (B) it has filed, or its
Board of Directors has approved the filing of, a registration statement
under the Securities Act (other than on Form S-4 or Form S-8 or any
successor forms thereto) for the offer and sale of Primary Shares. Such
obligations shall resume on the earliest to occur of (X) the date on which
such registration statement is withdrawn by the Company, or the Company's
Board of Directors abandons its determination to file a registration
statement for the offer and sale of Primary Shares, (Y) the date which is
90 days after the effective date of such registration statement, and (Z)
the date which is 180 days after the first filing date of such registration
statement;
(iii) the Company may delay the filing or effectiveness of any
registration statement pursuant to this Section for a period not to exceed
90 days after the date of the Company's receipt of a request for
registration if the Company's Board of Directors has determined that such
registration would have a material adverse effect upon the Company or its
then current business plans; provided, however, that the Company may cause
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such delay only once during any 360-day period;
(iv) with respect to any registration pursuant to this Section, the
Company may include in such registration any Primary Shares or Other
Shares; provided, however, that if the managing underwriter (if any)
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advises the Company that the inclusion of all Registrable Shares, Primary
Shares and Other Shares proposed to be included in such registration would
interfere with the successful marketing (including pricing) of all such
shares, then the number of Registrable Shares, Primary Shares and Other
Shares proposed to be included in such registration shall be included in
the following order:
(A) first, the Registrable Shares held by the Stockholders, pro rata
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based upon the number of Restricted Shares (based upon Common Stock
equivalents) owned by each such Stockholder at the time of such
registration;
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(B) second, the Primary Shares; and
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(C) third, the Other Shares.
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(e) Any registration statement initiated pursuant to this Section 2 shall
count as a registration for purposes of the limitations contained in paragraph
(d)(i) above and shall be deemed to have been initiated pursuant to paragraph
(a), (b)(i) or paragraph (b)(ii), as applicable, by the Stockholder which has
the greatest number of Restricted Shares included in such registration statement
at the time of its initial filing.
(f) A requested registration under this Section may be rescinded by written
notice to the Company by all of the Stockholders requesting such registration
pursuant to paragraphs (a) or (b) and (c); such rescinded registration shall not
count as a registration statement initiated pursuant to this Section for
purposes of paragraph (d)(i) above if such registration statement is rescinded
prior to the effective date thereof and if the Stockholder initiating such
request (as provided in paragraph (e) above) shall have reimbursed the Company
for all out-of-pocket expenses incurred by the Company in connection with such
rescinded registration. Even if a registration statement is not rescinded
pursuant to this paragraph (f), the Company will, at any time prior to the
effectiveness of a registration statement, deregister any or all of a
Stockholder's Registrable Shares included in such registration statement,
promptly upon the Company's receipt of a written request from such Stockholder
and the Company may withdraw a registration statement so requested if a
Stockholder requesting deregistration initiated the registration statement.
SECTION 3. REGISTRATIONS ON FORM S-3.
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(a) Subject to paragraph (d) below, at such time as the Company shall have
qualified for the use of Form S-3 or any successor form promulgated under the
Securities Act, the Ampersand Investors, and the NYBC Investors shall be
entitled to request that the Company effect a registration under the Securities
Act of Registrable Shares in accordance with this Section.
(b) (i) Subject to paragraph (d) below, at such time as the Company shall
have qualified for the use of Form S-3 or any successor form promulgated under
the Securities Act, the CBCI Investors shall be entitled to request that the
Company effect a registration under the Securities Act of Registrable Shares in
accordance with this Section.
(ii) Subject to paragraph (d) below, at such time as the Company shall
have qualified for the use of Form S-3 or any successor form promulgated under
the Securities Act, the Pall Investors shall be entitled to request that the
Company effect a registration under the Securities Act of Registrable Shares in
accordance with this Section.
(c) If the Company shall be requested to effect a registration under the
Securities Act of Registrable Shares in accordance with this Section, then the
Company shall promptly give
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written notice of such proposed registration to all Stockholders who are then
holders of Restricted Shares and shall offer to include in such proposed
registration any Registrable Shares requested to be included in such proposed
registration by such holders who respond in writing to the Company's notice
within 30 days after delivery of such notice (which response shall specify the
number of Registrable Shares proposed to be included in such registration). The
Company shall promptly use its commercially reasonable efforts in good faith to
effect such registration on Form S-3 of the Registrable Shares which the Company
has been so requested to register.
(d) The Company shall not be obligated to effect any registration under the
Securities Act requested under this Section except in accordance with the
following provisions:
(i) the Company shall not be obligated to (A) file more than four
registration statements initiated pursuant to paragraph (a), (B) file
more than two registration statements initiated pursuant to paragraph
(b) (i), (C) file more than four registration statements initiated
pursuant to paragraph (b)(ii), of which not more than two registration
statements may be filed prior to two years after the date hereof,(D)
effect any such registration initiated pursuant to paragraph (b)(i) or
(b)(ii) if the Company shall reasonably conclude that the anticipated
gross offering price of all Registrable Shares to be included therein
would be less than $500,000, (E) file any registration statement
requested pursuant to paragraph (b)(i) at any time the CBCI Investors
shall own less than 1,256,278 (subject to adjustment for stock splits,
stock combinations and the like) Restricted Shares or (F) file any
registration statement requested pursuant to paragraph (b)(ii) by Pall
Investors at any time when (I) the Pall Investors own less than one
percent of the outstanding shares of Common Stock and (II) all such
Registrable Shares owned by the Pall Investors may be sold and
transferred under Rule 144 at that time;
(ii) the Company may delay the filing or effectiveness of any
registration statement pursuant to this Section for a period not to
exceed 90 days after the date of the Company's receipt of a request for
registration if the Company's Board of Directors has determined that
such registration would have a material adverse effect upon the Company
or its then current business plans; provided, however, that the Company
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may cause such delay only once during any 360-day period;
(e) Any registration statement initiated pursuant to this Section 3 shall
count as a registration for purposes of the limitations contained in paragraph
(d)(i) above and shall be deemed to have been initiated pursuant to paragraph
(a) or paragraph (b)(i) or (b)(ii), as applicable, by the Stockholder which has
the greatest number of Restricted Shares included in such registration statement
at the time of its initial filing.
(f) A requested registration under this Section may be rescinded by written
notice to the Company by all of the Stockholders requesting such registration
pursuant to paragraphs (a) or (b) or (c); such rescinded registration shall not
count as a registration statement initiated pursuant to this Section for
purposes of paragraph (d)(i) above if such registration statement is rescinded
prior to the effective date thereof and if the Stockholder initiating such
request (as provided in
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paragraph (e) above) shall have reimbursed the Company for all out-of-pocket
expenses incurred by the Company in connection with such rescinded registration.
Even if a registration statement is not rescinded pursuant to this paragraph
(f), the Company will, at any time prior to the effectiveness of a registration
statement, deregister any or all of a Stockholder's Registrable Shares included
in such registration statement, promptly upon the Company's receipt of a written
request from such Stockholder and the Company may withdraw a registration
statement so requested if a Stockholder requesting deregistration initiated the
registration statement.
SECTION 4. PIGGYBACK REGISTRATION.
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If the Company at any time proposes for any reason to register Primary
Shares or Other Shares under the Securities Act (other than on Form S-4 or Form
S-8 promulgated under the Securities Act or any successor forms thereto or other
than in connection with an exchange offer or offering solely to the Company's
stockholders ), it shall promptly give written notice to each Stockholder of its
intention to so register the Primary Shares or Other Shares and, upon the
written request, given within 10 days after delivery of any such notice by the
Company, of any Stockholder to include in such registration Registrable Shares
held by such Stockholder (which request shall specify the number of Registrable
Shares proposed to be included in such registration), the Company shall use its
commercially reasonable efforts to cause all such Registrable Shares to be
included in such registration on the same terms and conditions as the securities
otherwise being sold in such registration; provided, however, that if the
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managing underwriter advises the Company that the inclusion of all Registrable
Shares or Other Shares proposed to be included in such registration would
interfere with the successful marketing (including pricing) of the Primary
Shares proposed to be registered by the Company, then the number of Primary
Shares, Registrable Shares and Other Shares proposed to be included in such
registration shall be included in the following order:
(a) first, the Primary Shares;
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(b) second, the Registrable Shares held by the Stockholders, pro rata based
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upon the number of Restricted Shares (based upon Common Stock equivalents)
specified in their written requests made under this Section 4 above; and
(c) third, the Other Shares.
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SECTION 5. EXPENSES.
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The Company shall bear the expense of the first two registrations effected
pursuant to Section 2(a), the first two registrations effected pursuant to
Section 2(b)(i), the first four registrations effected pursuant to Section
2(b)(ii) or 3(b)(ii), the first registration effected pursuant to Section
3(b)(i), and all registrations effected pursuant to Section 3(a) and Section 4,
including, in each case, without limitation, all registration and filing fees
(including all expenses incident to filing with the NASD), fees and expenses of
complying with securities and blue sky laws, printing expenses, and fees and
expenses of the Company's counsel and accountants, and the fees and expenses of
the Selling Stockholders' Counsel (as defined below), but excluding any
underwriters' or brokers' discounts or commissions and the fees of any counsel
to the selling
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Stockholders, other than the Selling Stockholders' Counsel. However, if the
Company has borne the expense of two registration statements on Form S-1
effected pursuant to Section 2(b)(ii), the Company shall bear one-half, and the
Pall Investors as a group shall bear one-half, of the expense of any additional
registrations effected pursuant to Section 2(b)(ii) on Form S-1, provided that
Form S-2 or Form S-3 is not available for such additional registrations. The
expenses of any additional registrations pursuant to Sections 2 and 3 shall be
borne by the Stockholders participating in such registration pro rata based upon
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the number of shares registered pursuant thereto by each such Stockholder.
SECTION 6. HOLDBACK AGREEMENT.
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(a) If the Company at any time shall register shares of Common Stock under
the Securities Act pursuant to an Initial Public Offering and the managing
underwriter for such registration shall request, the Stockholders shall not
sell, make any short sale of, grant any option for the purchase of, or otherwise
dispose of any Restricted Shares (other than those shares of Common Stock
included in such registration) without the prior written consent of the Company
for a period designated by the Company in writing to the Stockholders, which
period shall not begin more than 10 days prior to the effective date of the
registration statement pursuant to which such Initial Public Offering shall be
made and shall not last more than 180 days after the effective date of such
registration statement; provided that the Stockholders shall be bound by this
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provision only if, and to the extent, the executive officers of the Company
owning Common Stock shall be bound by such a provision.
(b) If the Company at any time shall register shares of Common Stock under
the Securities Act (including any registration pursuant to Sections 2, 3 or 4)
for sale to the public after the Initial Public Offering and the managing
underwriter for such registration shall request, the Stockholders shall not
sell, make any short sale of, grant any option for the purchase of, or otherwise
dispose of any Restricted Shares (other than those shares of Common Stock
included in such registration) without the prior written consent of the Company
for a period designated by the Company in writing to the Stockholders, which
period shall not begin more than 10 days prior to the effective date of the
registration statement pursuant to which such public offering shall be made and
shall not last more than 90 days after the effective date of such registration
statement; provided that the Stockholders shall be bound by this provision only
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if, and to the extent, the executive officers of the Company owning Common Stock
shall be bound by such a provision.
SECTION 7. PREPARATION AND FILING.
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If and whenever the Company is under an obligation pursuant to the
provisions of this Agreement to use its commercially reasonable efforts to
effect the registration of any Registrable Shares, the Company shall, as
expeditiously as practicable:
(a) use its commercially reasonable efforts in good faith to cause a
registration statement that registers such Registrable Shares to become and
remain effective for a period of 180 days (as extended pursuant to Section
25) or until all of such Registrable Shares have been disposed of (if
earlier);
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(b) furnish, at least five business days before filing a registration
statement that registers such Registrable Shares, a prospectus relating
thereto or any amendments or supplements relating to such a registration
statement or prospectus, to one counsel selected by the holders of a
majority of such Registrable Shares (the "Selling Stockholders' Counsel."),
copies of all such documents proposed to be filed (it being understood that
such five-business-day period need not apply to successive drafts of the
same document proposed to be filed so long as such successive drafts are
supplied to such counsel in advance of the proposed filing by a period of
time that is customary and reasonable under the circumstances);
(c) 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 for at least a period of 180 days (as extended pursuant
to Section 25) or until all of such Registrable Shares have been disposed
of (if earlier) and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of such Registrable Shares;
(d) notify in writing the Selling Stockholders' Counsel promptly (i)
of the receipt by the Company of any notification with respect to any
comments by the Commission with respect to such registration statement or
prospectus or any amendment or supplement thereto or any request by the
Commission for the amending or supplementing thereof or for additional
information with respect thereto, (ii) of the receipt by the Company of any
notification with respect to the issuance by the Commission of any stop
order suspending the effectiveness of such registration statement or
prospectus or any amendment or supplement thereto or the initiation or
threatening of any proceeding for that purpose and (iii) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of such Registrable Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purposes;
(e) use its commercially reasonable efforts in good faith to register
or qualify such Registrable Shares under such other securities or blue sky
laws of such jurisdictions as any seller of Registrable Shares reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller of Registrable Shares to
consummate the disposition in such jurisdictions of the Registrable Shares
owned by such seller; provided, however, that the Company will not be
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required to qualify generally to do business, subject itself to general
taxation or consent to general service of process in any jurisdiction where
it would not otherwise be required so to do but for this paragraph (e);
(f) furnish to each seller of such Registrable Shares such number of
copies of a summary prospectus or other prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and
such other documents as such seller of Registrable Shares may reasonably
request in order to facilitate the public sale or other disposition of such
Registrable Shares;
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(g) use its commercially reasonable efforts to cause such Registrable
Shares to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and
operations of the Company to enable the seller or sellers thereof to
consummate the disposition of such Registrable Shares;
(h) notify on a timely basis each seller of such Registrable Shares at
any time when a prospectus relating to such Registrable Shares is required
to be delivered under the Securities Act within the appropriate period
mentioned in paragraph (a) of this Section, of the happening of any event
as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing and, at the request of such seller, prepare and
furnish to such seller a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the offerees of such shares, such prospectus shall not include
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;
(i) make available for inspection by the Selling Stockholders' Counsel
or any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained
by a seller of Registrable Shares or any such underwriter (collectively,
the "Inspectors"), all pertinent financial and other records, pertinent
corporate documents and properties of the Company (collectively, the
"Records"), as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company's officers,
directors and employees to supply all information (together with the
Records, the "Information") reasonably requested by any such Inspector in
connection with such registration statement. Any of the Information which
the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, shall not be disclosed by the
Inspectors unless (i) the disclosure of such Information is necessary to
avoid or correct a misstatement or omission in the registration statement,
(ii) the release of such Information is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction or (iii) such
Information has been made generally available to the public. Each Investor
agrees that it will, upon learning that disclosure of such Information is
sought in a court of competent jurisdiction, give notice to the Company and
allow the Company, at the Company's expense, to undertake appropriate
action to prevent disclosure of the Information deemed confidential;
(j) use its commercially reasonable efforts in good faith to obtain
from its independent certified public accountants "comfort" letters in
customary form and at customary times and covering matters of the type
customarily covered by comfort letters;
(k) use its commercially reasonable efforts in good faith to obtain
from its counsel an opinion or opinions in customary form;
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(l) provide a transfer agent and registrar (which may be the same
entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which any seller of Registrable Shares
may sell shares in such offering certificates evidencing such Registrable
Shares; provided, however, that the Company shall have the right to approve
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any such underwriter which approval shall not be unreasonably withheld;
(n) list such Registrable Shares on any national securities exchange
on which any shares of the Common Stock are listed or, if the Common Stock
is not listed on a national securities exchange, use its commercially
reasonable efforts to qualify such Registrable Shares for inclusion on the
automated quotation system of the National Association of Securities
Dealers, Inc. (the "NASD") or such national securities exchange as the
holders of a majority of such Registrable Shares shall request;
(o) otherwise use its commercially reasonable efforts in good faith to
comply with all applicable rules and regulations of the Commission and make
available to its securityholders, as soon as reasonably practicable,
earnings statements (which need not be audited) covering a period of 12
months beginning within three months after the effective date of the
registration statement, which earnings statements shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
and
(p) use its commercially reasonable efforts in good faith to take all
other steps necessary to effect the registration of such Registrable Shares
contemplated hereby.
SECTION 8. INDEMNIFICATION.
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In connection with any registration of any Registrable Shares under the
Securities Act pursuant to this Agreement, the Company shall and hereby agrees
to indemnify and hold harmless the seller of such Registrable Shares, its
officers and directors, each underwriter, broker or any other person acting on
behalf of such seller and each other person, if any, who controls any of the
foregoing persons within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, (or actions in respect
thereof) to which any of the foregoing persons 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 an
untrue statement or alleged untrue statement of a material fact contained in the
registration statement under which such Registrable Shares were registered under
the Securities Act, any preliminary prospectus or final prospectus contained
therein or otherwise filed with the Commission, any amendment or supplement
thereto or any document incident to registration or qualification of any
Registrable Shares, 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 shall reimburse
such seller, such officer or director, such underwriter, such broker or such
other person acting on behalf of such seller and each such controlling person
for any legal or other expenses reasonably incurred by any of them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company shall not be liable in any such case
-------- -------
to the extent that any
-12-
such loss, claim, damage, liability or action arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in said registration statement, preliminary prospectus, final prospectus,
amendment, supplement or document incident to registration or qualification of
any Registrable Shares in reliance upon and in conformity with written
information furnished to the Company in an instrument duly executed by such
seller or underwriter specifically for use in the preparation thereof; provided,
--------
further, that the foregoing indemnity shall not inure to the benefit of any
-------
underwriter, with respect to any preliminary prospectus, from whom the person
asserting any losses, claims, damages and liabilities and judgments purchased
Registrable Shares or any person controlling such underwriter, if a copy of the
prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such underwriter to such person, if required by law so to have been delivered,
or prior to a written confirmation of the sale of the Registrable Shares to such
person, and if the prospectus (as so amended and supplemented) would have cured
the defect giving rise to such loss, claim, damage, liability or judgment,
unless such failure to deliver the prospectus (as so amended and supplemented)
was a result of noncompliance by the Company with Section 7(f) hereof.
In connection with any registration of Registrable Shares under the
Securities Act pursuant to this Agreement, each seller of Registrable Shares
shall indemnify and hold harmless (in the same manner and to the same extent as
set forth in the preceding paragraph of this Section) the Company, each director
of the Company, each officer of the Company who shall sign such registration
statement, each underwriter, broker or other person acting on behalf of such
seller, each person who controls any of the foregoing persons within the meaning
of the Securities Act and each other seller of Registrable Shares under such
registration statement with respect to any statement or omission from such
registration statement, any preliminary prospectus or final prospectus contained
therein or otherwise filed with the Commission, any amendment or supplement
thereto or any document incident to registration or qualification of any
Registrable Shares, if such statement or omission was made in reliance upon and
in conformity with written information furnished to the Company or such
underwriter in an instrument duly executed by such seller or underwriter
specifically for use in connection with the preparation of such registration
statement, preliminary prospectus, final prospectus, amendment, supplement or
document; provided, however, that such obligation to indemnify will be several,
-------- -------
not joint and several, among such sellers of Registrable Shares, and the maximum
amount of liability in respect of such indemnification shall be in proportion to
and limited to, in the case of each seller of Registrable Shares, an amount
equal to the net proceeds actually received by such seller from the sale of
Registrable Shares effected pursuant to such registration.
The indemnification required by this Section 8 will be made by periodic
payments during the course of the investigation or defense, as and when bills
are received or expenses incurred, subject to prompt refund in the event any
such payments are determined not to have been due and owing hereunder.
Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this Section, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice
-13-
to the latter of the commencement of such action. In case any such action is
brought against an indemnified party, the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be responsible for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof; provided, however, that if any indemnified
-------- -------
party shall have reasonably concluded that there may be one or more legal or
equitable defenses available to such indemnified party which are additional to
or conflict with those available to the indemnifying party, or that such claim
or litigation involves or could have an effect upon matters beyond the scope of
the indemnity agreement provided in this Section, the indemnifying party shall
not have the right to assume the defense of such action on behalf of such
indemnified party and such indemnifying party shall reimburse such indemnified
party and any person controlling such indemnified party for that portion of the
fees and expenses of any counsel retained by the indemnified party which is
reasonably related to the matters covered by the indemnity agreement provided in
this Section.
The indemnification provided for under this Agreement will remain in full
force and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director or controlling person of such
indemnified party and will survive the transfer of the Registrable Shares by the
relevant Stockholder.
If the indemnification provided for in this Section is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, claim, damage, liability or action referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amounts paid or payable by such indemnified party as a
result of such loss, claim, damage, liability or action in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and of the indemnified party on the other in connection with the statements
or omissions which resulted in such loss, claim, damage or liability as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the sellers of Registrable Shares agree that it would not be just and equitable
if contributions pursuant to this paragraph were determined by pro rata
--- ----
allocation or by any other method of allocation which did not take into account
the equitable considerations referred to herein. The amount paid or payable to
an indemnified party as a result of the losses, claims, damages, liabilities or
expenses referred to above shall be deemed to include, subject to the limitation
set forth in the fourth paragraph of this Section 8, any legal or other expenses
reasonably incurred in connection with investigating or defending the same.
Notwithstanding the foregoing, in no event shall the amount contributed by a
seller of Registrable Shares exceed the aggregate net proceeds received by such
seller from the sale of its Registrable Shares.
-14-
SECTION 9. UNDERWRITING AGREEMENT.
----------------------
Notwithstanding the provisions of Sections 6, 7 and 8, to the extent that
the Company and the Stockholders selling Registrable Shares in a proposed
registration shall enter into an underwriting or similar agreement, which
agreement contains provisions covering one or more issues addressed in such
Sections, the provisions contained in such Sections addressing such issue or
issues shall be superseded with respect to such registration by such other
agreement.
SECTION 10. INFORMATION BY HOLDER.
---------------------
Each Stockholder selling Registrable Shares in a proposed registration
shall furnish to the Company such written information regarding such holder and
the distribution proposed by such Stockholder as the Company may reasonably
request in writing and as shall be reasonably required in connection with any
registration, qualification or compliance referred to in this Agreement.
SECTION 11. EXCHANGE ACT COMPLIANCE.
-----------------------
From and after the CBCI Demand Registration Date or such earlier date as a
registration statement filed by the Company pursuant to the Exchange Act
relating to any class of the Company's securities shall have become effective,
the Company shall comply with all of the reporting requirements of the Exchange
Act and with all other public information reporting requirements of the
Commission which are conditions to the availability of Rule 144 for the sale of
the Common Stock. The Company shall cooperate with each Stockholder in
supplying such information as may be necessary for such Stockholder to complete
and file any information reporting forms presently or hereafter required by the
Commission as a condition to the availability of Rule 144.
SECTION 12. NO CONFLICT OF REGISTRATION RIGHTS.
----------------------------------
The Company represents and warrants to the Stockholders that the
registration rights granted to the Stockholders hereby do not conflict with any
other registration rights granted by the Company. The Company shall not, after
the date hereof, grant any registration rights which conflict with the
registration rights granted hereby.
SECTION 13. RULE 144 REQUIREMENTS.
---------------------
With a view to making available to the Stockholders the benefits of Rule
144 promulgated under the Securities Act and any other rule or regulation of the
Commission that may at any time permit a Stockholder to sell Registrable Shares
to the public without registration, the Company agrees to use its best efforts
to
(a) make and keep current public information available, as those terms are
understood and defined in Rule 144(c)(1) (at any time after it has become
subject to the reporting requirements of the Exchange Act);
-15-
(b) 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
(at any time after it has become subject to such reporting requirements); and
(c) furnish to any holder of Registrable Shares upon request a written
statement by the Company as to its compliance with the reporting requirements of
Rule 144(c)(1) and of the Securities Act and the Exchange Act (at any time after
it has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company filed under Section 13 or 15(d) of the
Exchange Act, and such other reports and documents of the Company as such holder
may reasonably request to avail itself of any similar rule or regulation of the
Commission allowing it to sell any such securities without registration.
SECTION 14. RESTRICTION ON TRANSFER.
-----------------------
(a) The Restricted Shares shall not be transferable except upon the
conditions specified in this Section, which conditions are intended to insure
compliance with the provisions of the Securities Act.
(b) Each certificate representing Restricted Shares shall (unless otherwise
permitted by the provisions of paragraph (c) and (d) below) be stamped or
otherwise imprinted with a legend in substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS AND UNTIL SUCH SHARES ARE REGISTERED
UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT
THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED."
The foregoing legend shall be removed from the certificates representing any
Registrable Shares at the request of the holder thereof at such time as they
become registered and sold under the Securities Act or eligible for resale
pursuant to Rule 144(k) under the Securities Act.
(c) The holder of any Restricted Shares by acceptance thereof agrees, prior
to any Transfer of any Restricted Shares, to give written notice to the Company
of such holder's intention to effect such Transfer and to comply in all other
respects with the provisions of this Section. Each such notice shall describe
the manner and circumstances of the proposed Transfer. Upon request by the
Company, the holder delivering such notice shall deliver a written opinion,
addressed to the Company, of counsel for the holder of Restricted Shares,
stating that in the opinion of such counsel (which opinion and counsel shall be
reasonably satisfactory to the
-16-
Company) such proposed Transfer does not involve a transaction requiring
registration or qualification of such Restricted Shares under the Securities Act
or the securities or "blue sky" laws of any state of the United States. Such
holder of Restricted Shares shall be entitled to Transfer such Restricted Shares
in accordance with the terms of the notice delivered to the Company, if the
Company does not reasonably object to such Transfer and request such opinion
within fifteen days after delivery of such notice, or, if it requests such
opinion, does not reasonably object to such Transfer within fifteen days after
delivery of such opinion. Each certificate or other instrument evidencing the
securities issued upon the Transfer of any Restricted Shares (and each
certificate or other instrument evidencing any untransferred balance of such
Registered Shares) shall bear the legend set forth in paragraph (b) above unless
(i) in such opinion of counsel to the holder of Restricted Shares (which opinion
and counsel shall be reasonably acceptable to the Company) registration of any
future Transfer is not required by the applicable provisions of the Securities
Act or (ii) the Company shall have waived the requirement of such legends.
(d) Notwithstanding the foregoing provisions of this Section, the
restrictions imposed by this Section upon the transferability of any Restricted
Shares shall cease and terminate when (i) any such Restricted Shares are sold or
otherwise disposed of (A) pursuant to an effective registration statement under
the Securities Act or (B) in a transaction contemplated by paragraph (c) above
which does not require that the Restricted Shares so transferred bear the legend
set forth in paragraph (b) hereof, or (ii) the holder of such Restricted Shares
has met the requirements for Transfer of such Restricted Shares under Rule
144(k) under the Securities Act (subject to the delivery of opinions as set
forth above). Whenever the restrictions imposed by this Section shall
terminate, the holder of any Restricted Shares as to which such restrictions
have terminated shall be entitled to receive from the Company, without expense,
a new certificate not bearing the restrictive legend set forth in paragraph (b)
above and not containing any other reference to the restrictions imposed by this
Section.
SECTION 15. TERMINATION.
-----------
This Agreement shall terminate and be of no further force or effect on the
date on which there remains no Registrable Shares outstanding, provided that no
further Registrable Shares are then issuable to Pall pursuant to the Stock
Purchase Agreement dated as of February 19, 1998 between the Company and Pall or
the Stock Purchase Agreement has been terminated.
-17-
SECTION 16. SUCCESSORS AND ASSIGNS.
----------------------
This Agreement shall bind and inure to the benefit of the Company and the
Stockholders and, subject to Section 17, their respective successors and
assigns. The parties acknowledge that CBCI is in the process of a
reorganization, pending approval from the United States Small Business
Administration, pursuant to which CBCI is transferring substantially all of its
assets to CB Capital Investors, L.P., a Delaware limited partnership ("CBCI,
L.P."), in exchange for a general partner interest in CBCI, L.P. and that CBCI,
L.P. shall succeed in interest to CBCI's rights and obligations with respect to
this Agreement.
SECTION 17. ASSIGNMENT.
----------
The Stockholders may assign their rights hereunder to any persons or
entities that acquire Restricted Shares from an Investor; provided, however,
-------- -------
that such person or entity shall, as a condition to the effectiveness of such
assignment, be required to execute a counterpart to this Agreement whereupon
such person or entity shall have the benefits of, and shall be subject to the
restrictions contained in, this Agreement with respect to such Restricted
Shares.
SECTION 18. ENTIRE AGREEMENT.
----------------
This Agreement contains the entire agreement among the parties with respect
to the subject matter hereof and supersedes all prior arrangements or
understandings with respect hereto including, without limitation, the Common
Stock Purchase Agreement dated as of October 26, 1995 among the Company and the
parties named therein, the Common Stock Purchase Agreement dated as of June 21,
1996 among the Company and the parties named therein and the Registration Rights
Agreement dated April 29, 1997 among the Company and the parties named therein.
SECTION 19. NOTICES.
-------
All notices, requests, consents and other communications hereunder to any
party shall be deemed to be sufficient if contained in a written instrument and
shall be deemed to have been duly given when delivered in person, by telecopy,
by nationally-recognized overnight courier, or by first class registered or
certified mail, postage prepaid, addressed to such party at the address set
forth below or such other address as may hereafter be designated in writing by
the addressee to the addressor:
(i) if to the Company:
V.I. Technologies, Inc.
000 Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xx. Xxxxxx Xxxxxxx
-18-
with a copy to:
Xxxxxxx, Del Deo, Dolan, Griffinger & Xxxxxxxxx
Xxx Xxxxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Fax: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
(ii) if to the Investors:
to the address set forth for such Investor on
Schedule I, with copies to:
X'Xxxxxxxx Graev & Karabell, LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxx X. Xxxxxx
Xxxxxx, Xxxxxxx & Xxxxxxx
0 Xxxx xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Xxxxxx X. XxXxxxxxx
All such notices, requests, consents and other communications shall be deemed to
have been delivered (a) in the case of personal delivery or delivery by
telecopy, on the date of such delivery, (b) in the case of a nationally-
recognized overnight courier, on the next business day and (c) in the case of
mailing, on the fifth business day following such mailing if sent by certified
mail, return receipt requested.
SECTION 20. MODIFICATIONS: AMENDMENTS: WAIVERS.
----------------------------------
The terms and provisions of this Agreement may not be modified or amended,
except pursuant to a writing signed by the Company and Stockholders holding at
least a majority of the Restricted Shares (based upon Common Stock equivalents)
then held by each of the Ampersand Investors, the CBCI Investors, the NYBC
Investors and the Pall Investors.
SECTION 21. COUNTERPARTS.
------------
This Agreement may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
-19-
SECTION 22. HEADINGS.
--------
The headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be a part of this
Agreement.
SECTION 23. SEVERABILITY.
------------
It is the desire and intent of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under the law and public
policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any provision of this Agreement would be held in any
jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating
the remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
SECTION 24. GOVERNING LAW; SUBMISSION TO JURISDICTION.
-----------------------------------------
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to principles governing
conflicts of laws. The Company and the Investors submit to, and agree to take
all further steps necessary to submit to, the jurisdiction of the United States
District Court for the Southern District of New York and the Supreme Court of
the State of New York in the County of Nassau, and irrevocably waive any
objection to venue in such District or County, as the case may be, in the event
liability is alleged and/or any action, suit or proceeding is commenced under
this Agreement.
SECTION 25. SUSPENSION OF DISPOSITION OF REGISTRABLE SHARES.
-----------------------------------------------
It shall be a condition precedent to the obligations of the Company under
Section 7 that each seller of Registrable Shares shall have agreed that, (i)
upon receipt of any notice from the Company of the happening of any event of the
kind described in paragraph 7(h) hereof, such selling Stockholder will forthwith
discontinue disposition of Registrable Shares until such selling Stockholder
receives copies of a supplemented or amended prospectus contemplated by
paragraph 7(h) hereof, or until such selling Stockholder is advised in writing
by the Company that the use of the prospectus may be resumed and has received
copies of any additional or supplemental filings which are incorporated by
reference in the prospectus, and (ii) if so directed by the Company, such
selling Stockholder will deliver to the Company (at the expense of the Company)
all copies, other than permanent file copies then in such selling Stockholder's
possession, of the prospectus covering such Registrable Shares current at the
time of receipt of such notice. The 180-day periods referred to in paragraphs
7(a) and 7(c) of this Agreement shall be extended by the number of days during
which a selling Stockholder is prevented from disposing of Registrable Shares by
virtue of this Section 25.
-20-
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement on the date first written above.
V.I. TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxx
--------------------------------
Name:
Title:
CB CAPITAL INVESTORS, L.P.
By: CHASE CAPITAL PARTNERS, its General Partner
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name:
Title:
NEW YORK BLOOD CENTER, INC.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name:
Title:
AMPERSAND SPECIALTY MATERIALS AND CHEMICALS II
LIMITED PARTNERSHIP
By: ASMC-II MANAGEMENT COMPANY LIMITED
PARTNERSHIP,
By: ASMC-II MCLP LLP, its General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing General Partner
-21-
AMPERSAND SPECIALTY MATERIALS AND CHEMICALS III
LIMITED PARTNERSHIP
By: ASMC-III MANAGEMENT COMPANY LIMITED
PARTNERSHIP,
By: ASMC-III MCLP LLP, its General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing General Partner
LABORATORY PARTNERS I LIMITED PARTNERSHIP
By: AMPERSAND XXX XXXXXXXX MANAGEMENT COMPANY
LIMITED PARTNERSHIP
By: AMPERSAND XXX XXXXXXXX MCLP LLP, its General
Partner
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing General Partner
-22-
AMPERSAND SPECIALTY MATERIALS AND CHEMICALS III
COMPANION FUND LIMITED PARTNERSHIP
By: ASMC-III MANAGEMENT COMPANY LIMITED
PARTNERSHIP,
By: ASMC-III MCLP LLP, its General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing General Partner
LABORATORY PARTNERS COMPANION FUND LIMITED PARTNERSHIP
By: AMPERSAND XXX XXXXXXXX MANAGEMENT COMPANY
LIMITED PARTNERSHIP
By: AMPERSAND XXX XXXXXXXX MCLP LLP, its General
Partner
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing General Partner
PALL CORPORATION
By: /s/ X. Xxxxxxx-Surry
--------------------------------
Name: X. Xxxxxxx-Surry
Title:
-23-
SCHEDULE I
----------
Investors Shares of
--------- Common Stock
------------
CB Capital Investors, L.P. 5,025,112
c/o Chase Capital Partners
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx and Xxxxx Xxxxxxxx
New York Blood Center, Inc. 9,600,000
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
Ampersand Specialty Materials and 2,941,300
Chemical II Limited Partnership
c/o Ampersand Ventures
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx and Xxxxx Xxxxxx
Ampersand Specialty Materials and Chemicals III 3,038,951
Limited Partnership
c/o Ampersand Ventures
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx and Xxxxx Xxxxxx
Laboratory Partners I Limited Partnership 926,510
c/o Ampersand Ventures
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx and Xxxxx Xxxxxx
-24-
Ampersand Specialty 49,414
Materials and Chemicals III
Companion Fund Limited
Partnership
c/o Ampersand Ventures
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx
00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx and Xxxxx Xxxxxx
Laboratory Partners 397,075
Companion Fund
Limited Partnership
c/o Ampersand Ventures
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx
00000
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx and Xxxxx Xxxxxx
Pall Corporation 1,333,333 plus such additional shares as shall be
0000 Xxxxx Xxxxxxxxx issued to Pall pursuant to the Stock Purchase
East Hills, New York Agreement dated as of February 19, 1998
11548
Fax: (000) 000-0000
Phone: (000) 000-0000
Attention: Xxxxxx Xxxxxxx-Surry
-25-
