EXHIBIT 7(2)
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LJL BIOSYSTEMS, INC.
COMMON STOCK PURCHASE AGREEMENT
JANUARY 25, 1999
LJL BIOSYSTEMS, INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the "AGREEMENT") is entered into as of
this 25th day of January, 1999 (the "EFFECTIVE DATE") among LJL BioSystems,
Inc., a Delaware corporation (the "COMPANY") and the investors listed on
EXHIBIT A attached hereto (each a "PURCHASER" and together the "PURCHASERS").
SECTION 1
SALE OF COMMON STOCK AND WARRANT
1.1 SALE OF COMMON STOCK. Subject to the terms and conditions hereof,
on the Closing Date, as defined below, the Company will issue and sell to each
Purchaser, and each Purchaser will purchase from the Company the number of whole
shares of Common Stock, par value $0.001 per share, of the Company (the
"PURCHASED COMMON STOCK"), calculated by dividing the dollar amount set forth
opposite such Purchaser's name on EXHIBIT A by $3.50.
1.2 CLOSING DATE. The closing (the "CLOSING") of the purchase and
sale of the Common Stock (referred to herein as the "SECURITIES") shall be held
at the offices of Venture Law Group, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx
at 10:00 a.m. on [JANUARY 27], 1999, or at such other time and place upon which
the Company and the Purchasers shall mutually agree (the date of the Closing is
hereinafter referred to as the "CLOSING DATE").
1.3 DELIVERY. At the Closing, the Company will deliver to each
Purchaser a certificate or certificates representing the shares of Common Stock
purchased by such Purchaser, against payment of the purchase price therefor, by
wire transfer or certified or cashier's check drawn on a United States ("U.S.")
bank.
1.4 LEGEND. The certificate or certificates for the Securities shall
be subject to a legend restricting transfer under the Securities Act of 1933, as
amended (the "SECURITIES ACT") and referring to restrictions on transfer herein,
such legend to be substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (A) AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO, OR (B) AN OPINION OF COUNSEL FOR THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (C) FULL COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT."
In addition, the certificates for the Securities issued and sold to The
Bay City Capital Fund I, L.P. ("Bay City Fund") and Skyline Venture Partners,
L.P. shall include appropriate legends to reflect such Purchasers' status as
affiliates of the Company.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchasers that as of
the Effective Date:
2.1 ORGANIZATION. The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware and is in good standing
under such laws. The Company has requisite corporate power and authority to
own, lease and operate its properties and assets, and to carry on its business
as presently conducted and as proposed to be conducted. The Company is
qualified to do business as a foreign corporation in each jurisdiction in which
the ownership of its property or the nature of its business requires such
qualification, except where failure to so qualify would not have a materially
adverse effect on the Company. The Company has no subsidiaries or equity
interest in any other entity other than LJL BioSystems Ltd., a U.K. subsidiary.
2.2 CAPITALIZATION. The authorized capital stock of the Company
consists of 50,000,000 shares of Common Stock, $0.001 par value, of which at
December 31, 1998, approximately 10,524,493 shares were issued and outstanding,
and 2,000,000 shares of Preferred Stock, $0.001 par value, of which no shares of
Preferred Stock were issued and outstanding and warrants exercisable for 73,679
shares of Common Stock were issued and outstanding. Since December 31, 1998,
no shares of the Company's Common or Preferred Stock have been issued, except
pursuant to the exercise of outstanding options and except pursuant to the
Company's 1998 Employee Stock Purchase Plan. All such issued and outstanding
shares have been duly authorized and validly issued and are fully paid and
nonassessable. As of December 31, 1998, there were options outstanding for
approximately 1,509,053 shares of Common Stock and approximately 890,144 shares
available for future issuance. Except as described in this Section 2.2, there
are no other options, warrants, conversion privileges or other contractual
rights presently outstanding to purchase or otherwise acquire any authorized but
unissued shares of the Company's capital stock or other securities other than
pursuant to the Company's stock option plans and Employee Stock Purchase Plan.
All of the issued and outstanding securities of the Company have been issued in
compliance with all applicable federal and state securities laws.
2.3 AUTHORIZATION. The Company has all corporate right, power and
authority to enter into this Agreement and the Registration Rights Agreement
substantially in the form attached hereto as EXHIBIT D (the "Registration Rights
Agreement") and to consummate the transactions contemplated hereby and thereby.
All corporate action on the part of the Company, its directors and stockholders
necessary for the authorization, execution, delivery and performance of this
Agreement and the Registration Rights Agreement by the Company, and the
authorization, sale, issuance and delivery of the Securities being sold
hereunder by the Company has been taken. This Agreement and the Registration
Rights Agreement have been duly executed and delivered by the Company and
constitute legal, valid and binding obligations of the Company enforceable in
accordance with their respective terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
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governing specific performance, injunctive relief or other equitable remedies,
and to limitations of public policy as they may apply to Section 1.7 of the
Registration Rights Agreement. Upon their issuance and delivery pursuant to this
Agreement, all of the Securities being sold by the Company hereunder will be
duly and validly issued, fully paid and nonassessable and free and clear of any
liens and encumbrances other than restrictions on transfer pursuant to state and
federal securities laws. There are no statutory, contractual or other
preemptive rights, rights of first refusal, co-sale rights or similar rights
with respect to the issuance and sale of the Securities.
2.4 VALIDITY OF SECURITIES. The Securities, when issued, sold and
delivered by the Company in accordance with the terms of this Agreement, will be
duly and validly issued, fully-paid and nonassessable. Based in part upon the
representations of the Purchasers in this Agreement, the offer, sale and
issuance of the Securities will be made in compliance with all applicable
federal and state securities laws.
2.5 NO CONFLICT. The execution and delivery of this Agreement and the
Registration Rights Agreement do not, and the consummation of the transactions
contemplated hereby and thereby will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both), or
give rise to a right of termination, cancellation or acceleration of any
obligation or to a loss of a material benefit, under, any provision of the
Certificate of Incorporation or Bylaws of the Company or any material agreement
attached as an exhibit to the Company's SEC Documents, or any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to the Company,
its properties or assets, which conflict, violation, default or right would have
a material adverse effect on the business, properties, prospects or financial
condition of the Company.
2.6 ACCURACY OF REPORTS; FINANCIAL STATEMENTS. All reports required
to be filed with the Securities and Exchange Commission (the "SEC") by the
Company since March 18, 1998 (the date of the Company's initial public offering)
through the date of this Agreement under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), copies of which have been made available to each
Purchaser (the "SEC Documents"), have been duly and timely filed, were in
substantial compliance with the requirements of their respective forms when
filed, were complete and correct in all material respects as of the dates at
which the information was furnished, and contained (as of such dates) no untrue
statement of a material fact nor omitted to state a material fact necessary in
order to make the statements made therein in light of the circumstances in which
made not misleading. The financial statements of the Company included in the
SEC Documents (the "Financial Statements") comply as to form in all material
respects with applicable accounting requirements and with the published rules
and regulations of the SEC with respect thereto. The Financial Statements have
been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present the consolidated financial position of
the Company at the dates thereof and the consolidated results of operations and
consolidated cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal, recurring adjustments). Since the date of the
last filing of an SEC Document, there has not been any material adverse change
in the assets, business, financial condition or results of operations of the
Company; PROVIDED, HOWEVER, that changes in the ordinary course of business,
including but not limited to the use of cash and increase in liabilities, shall
not be deemed to be a
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material adverse change.
2.7 GOVERNMENTAL CONSENTS, ETC. No consent, approval or authorization
of or designation, declaration or filing with any governmental authority on the
part of the Company is required in connection with the valid execution and
delivery of this Agreement or the Registration Rights Agreement, or the
consummation of any other transaction contemplated hereby and thereby, except
such filings as may be required to be made with the SEC, the National
Association of Securities Dealers, Inc. and with governmental authorities for
purposes of effecting compliance with the securities and blue sky laws in the
states in which Securities are offered and/or sold (which compliance will be
effected in accordance with such laws).
2.8 LITIGATION. There is no action, suit, proceeding, claim,
arbitration or investigation pending or as to which the Company has received any
notice of assertion against the Company, which could reasonably be expected to
result in a material adverse effect on the business, properties, financial
condition or operations of the Company.
2.9 REGISTRATION RIGHTS. Except for the rights set forth in the
Amended and Restated Investors' Rights Agreement dated June 17, 1997, a copy of
which has been made available to each Purchaser, the Company is not presently
under any obligation and has not granted any rights to register its securities
under the Securities Act with respect to any of its presently outstanding
securities, which rights would be implicated with respect to the registration
contemplated by the Registration Rights Agreement and which rights have not been
waived by the holders thereof.
2.10 NO MATERIAL DEFAULT. The Company is not in violation of or
default in any material respect under any provision of (a) its Certificate of
Incorporation or Bylaws, (b) any federal or state judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to the Company, or (c)
any material agreement attached as an exhibit to the Company's SEC Documents,
except such violations or defaults as would not have a material adverse effect
on the business, properties, prospects or financial condition of the Company.
2.11 LISTING. The Company's Common Stock is traded on The Nasdaq
National Market.
2.12 DISCLOSURE. No representation or warranty of the Company
contained in this Agreement or the exhibits attached hereto (when read together
and taken as a whole), contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements contained
herein or therein in light of the circumstances under which they were made not
misleading.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser, severally and not jointly with other Purchasers, hereby
represents and warrants to the Company as follows as of the Effective Date:
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3.1 INVESTMENT. Such Purchaser will acquire the Securities purchased
from the Company pursuant to this Agreement for investment for its own account,
not as a nominee or agent and not with a view to or for resale in connection
with any distribution thereof. Purchaser understands that the Securities
purchased by such Purchaser from the Company pursuant to this Agreement have not
been registered under the Securities Act by reason of a specific exemption from
the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of such Purchaser's investment intent and the
accuracy of such Purchaser's representations as expressed herein.
3.2 ACCREDITED INVESTOR. Such Purchaser is an "accredited investor"
as defined by Rule 501(a) of the Securities Act of 1933, as amended (the
"Securities Act"). The SEC documents have been made available to each
Purchaser, and each Purchaser has received all the information it has requested
regarding the Company. Such Purchaser has such business and financial
experience as is required to give it the capacity to protect its own interests
in connection with the purchase of the Securities.
3.3 AUTHORITY. This Agreement and the Registration Rights Agreement
have been duly executed and delivered by such Purchaser and constitute legal,
valid and binding obligations of such Purchaser, enforceable in accordance with
their respective terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy as they may apply to Section 1.7 of the
Registration Rights Agreement. The execution and delivery of this Agreement and
the Registration Rights Agreement do not, and the consummation of the
transactions contemplated hereby and thereby will not, conflict with or result
in any violation of any obligation under any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to such Purchaser.
3.4 GOVERNMENT CONSENTS, ETC. No consent, approval or authorization
of or designation, declaration or filing with any governmental authority on the
part of such Purchaser is required in connection with the valid execution and
delivery of this Agreement, or the offer, sale or issuance of the Securities, or
the consummation of any other transaction contemplated hereby.
3.5 INVESTIGATION. Such Purchaser has had a reasonable opportunity to
discuss the Company's business, management and financial affairs with the
Company's management.
SECTION 4
CONDITIONS TO OBLIGATIONS OF THE PURCHASERS
The obligations of each Purchaser to the Company under this Agreement are
subject to the fulfillment, on or before the Closing, of each of the following
conditions, unless otherwise waived:
4.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 2 shall be true and correct in all
material respects when made
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and on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date.
4.2 COVENANTS. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.
4.3 NO ACTION, ETC. PENDING. There shall not at Closing be in effect
any action, order, or other proceeding, preventing, enjoining or otherwise
restraining the transactions contemplated by this Agreement.
4.4 NO LAW PROHIBITING OR RESTRICTING SALE. There shall not be in
effect any law, rule or regulation prohibiting or restricting such sale, or
requiring any consent or approval of any person which shall not have been
obtained to issue the Securities (except as otherwise referenced in this
Agreement).
4.5 COMPLIANCE CERTIFICATE. The Company shall have delivered to the
Purchasers a certificate substantially in the form attached hereto as EXHIBIT B
executed by a duly authorized officer, dated the Closing Date, certifying to the
fulfillment of the conditions specified in Sections 4.1 and 4.2 and certifying
that, since the date of the Company's most recent filing with the SEC, there has
not been any material adverse change in the assets, liabilities, financial
condition or operations of the Company; PROVIDED, HOWEVER, that changes in the
ordinary course of business, including but not limited to the use of cash and
increase in liabilities, shall not be deemed to be a material adverse change.
4.6 REGISTRATION RIGHTS AGREEMENT. On or before the Closing, the
Company and the Purchasers shall have executed and delivered a counterpart of
the Registration Rights Agreement in the form attached hereto as EXHIBIT C.
4.7 OPINION OF COMPANY COUNSEL. The Purchasers shall have received
from Venture Law Group, counsel for the Company, an opinion, dated as of the
closing, Substantially in the form attached hereto as EXHIBIT D.
4.8 DIRECTOR. The Company shall have taken all actions necessary to
ensure that Xxxx Xxxxxxx shall be appointed, effective immediately after the
Closing, to serve on the Company's board of directors.
SECTION 5
CONDITIONS TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under this Agreement are subject to the
fulfillment on or prior to the Closing of each of the following conditions,
unless otherwise waived:
5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Purchasers in Section 3 hereof shall be true and correct
in all material respects when
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made and on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date.
5.2 PERFORMANCE. All covenants, agreements and conditions contained
in this Agreement to be performed by the Purchasers on or prior to the Closing
Date shall have been performed or complied with in all material respects.
5.3 NO ACTION, ETC. PENDING. There shall not at Closing be in effect
any action, order or other proceeding, preventing, enjoining or otherwise
restraining the transactions contemplated by this Agreement..
5.4 NO LAW PROHIBITING OR RESTRICTING SUCH SALE. There shall not be
in effect any law, rule or regulation prohibiting or restricting such sale, or
requiring any consent or approval of any person which shall not have been
obtained to issue the Securities (except as otherwise provided in this
Agreement).
SECTION 6
POST-CLOSING COVENANTS
6.1 POST-CLOSING COVENANT OF THE COMPANY. Until the earlier of (i)
the date upon which Bay City Fund and its affiliates beneficially own 75% or
less of the shares of Purchased Common Stock that Bay City Fund purchases
hereunder or (ii) four (4) years from the Closing, the Company's senior
management will recommend that its Board of Directors and Nominating Committee
(if any) use its best efforts, subject to fiduciary obligations to the Company's
stockholders based on advice of legal counsel, to (i) nominate and include in
the Company proxy statement a representative designated by Bay City Capital LLC
("BAY CITY") as a Class II director of the Company's Board of Directors at each
annual meeting of stockholders of the Company where the class of which such
designee is a member is up for election, and (ii) in the event that any such
designee shall resign or be removed as a director for any reason during the
period that this Section 6.1 is in effect, fill the vacancy resulting thereby by
a designee of Bay City. The Company shall provide all rights and benefits of
indemnity to such designee as are provided such other outside directors.
6.2 POST-CLOSING COVENANT OF THE PURCHASERS. Until the earlier of (i)
the date upon which Bay City Fund beneficially owns 75% or less of the Common
Stock purchased by Bay City Fund pursuant to this Agreement or (ii) four (4)
years from the Closing, the Purchasers (which term, for the purposes of this
Section 6.2, shall include all affiliates of the Purchasers that may from time
to time beneficially own shares of Common Stock) shall take such action as may
be required so that all shares of voting stock of the Company beneficially owned
by the Purchasers are voted for the nominee to the Board of Directors of the
Company which is nominated consistent with the provisions of Section 6.1 above.
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SECTION 7
MISCELLANEOUS
7.1 GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.
7.2 MAINTENANCE OF LISTING. For so long as the Company is obligated
to keep in effect any registration statement provided for under the Registration
Rights Agreement, the Company will use its reasonable best efforts to maintain
its listing on The Nasdaq National Market or a national securities exchange, as
defined in the Exchange Act.
7.3 FILINGS. The parties shall consult and fully cooperate with and
provide assistance to each other in preparing and filing as soon as practicable
all consents, approvals and authorizations necessary or advisable to be made or
obtained from any third-party or governmental agency in order to consummate the
transactions contemplated hereby.
7.4 SURVIVAL. Unless otherwise set forth in this Agreement, the
representations and warranties of the Company and the Purchasers contained in or
made pursuant to this Agreement shall terminate six (6) months following the
Closing; provided, however, that the covenants in Section 6 shall survive for
the terms stated therein.
7.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
7.6 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Registration
Rights Agreement and the other documents delivered pursuant hereto constitute
the full and entire understanding and agreement between the parties with regard
to the subject matter hereof and thereof and supersede all prior agreements and
understandings among the parties relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against which
enforcement of any such amendment, waiver, discharge or termination is sought.
7.7 NOTICES AND DATES. Unless otherwise provided herein, any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier and
addressed to the party to be notified at such party's address as set forth on
EXHIBIT A hereto, or to the Company at its address specified on its signature
page hereto, or as subsequently modified by written notice. In the event that
any date provided for in this Agreement falls on a Saturday, Sunday or legal
holiday, such date shall be deemed extended to the next business day.
7.8 BROKERS.
(a) The Company has not engaged, consented to or authorized any
broker,
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finder or intermediary to act on its behalf, directly or indirectly, as a
broker, finder or intermediary in connection with the transactions contemplated
by this Agreement. The Company hereby agrees to indemnify and hold harmless the
Purchasers from and against all fees, commissions or other payments owing to any
party acting on behalf of the Company hereunder.
(b) No Purchaser has engaged, consented to or authorized any
broker, finder or intermediary to act on its behalf, directly or indirectly, as
a broker, finder or intermediary in connection with the transactions
contemplated by this Agreement. Each Purchaser hereby agrees to indemnify and
hold harmless the Company from and against all fees, commissions or other
payments owing to any party acting on behalf of such Purchaser hereunder.
7.9 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
7.10 COSTS AND EXPENSES. Each party hereto shall pay its own costs and
expenses incurred in connection herewith, including the fees of its counsel,
auditors and other representatives, whether or not the transactions contemplated
herein are consummated.
7.11 NO THIRD PARTY RIGHTS. Nothing in this Agreement shall create or
be deemed to create any rights in any person or entity not a party to this
Agreement.
7.12 PUBLICITY. The Purchasers and the Company shall not issue any
public statement concerning the transactions contemplated by this Agreement
without the reasonable prior written consent of the parties named in such public
statement; PROVIDED, HOWEVER, that the parties may disclose the transaction or
the terms hereof or thereof from time to time without the approval of the party
whose name is disclosed if (i) such approval has been requested and not received
and such party concludes (after consulting with counsel) that it is required by
law to disclose the transaction or the terms thereof or (ii) to the extent that
similar disclosure has been previously approved pursuant to this Section 7.12.
7.13 CAPTIONS AND HEADINGS. The captions and headings used herein are
for convenience and ease of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
7.14 COUNTERPARTS. This Agreement may be executed in counterparts, and
each such counterpart shall be deemed an original for all purposes.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first written
above.
LJL BIOSYSTEMS, INC.
By: /s/ Lev Levtes
----------------------------------------
Its: CEO
---------------------------------------
000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first written
above.
THE BAY CITY CAPITAL FUND I, L.P.
By: BAY CITY CAPITAL MANAGEMENT LLC
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
-----------------------------------
Title: Managing Partner
----------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first written
above.
SKYLINE VENTURE PARTNERS, L.P.
By: Skyline Venture Management LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
----------------------------------------
Xxxx Xxxxxx
Managing Director
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first written
above.
THE XXXXXXXX FUND, INC.
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Xxxx X. Xxxxx
President
EXHIBIT A
SCHEDULE OF PURCHASERS
Number of Securities Aggregate
Name and Address of Common Stock Purchase Price
---------------- --------------- ---------------
The Bay City Capital Fund I, L.P. 857,143 $ 3,000,000.50
The Xxxxxxxx Fund, Inc. 857,143 $ 3,000,000.50
Skyline Venture Partners, L.P. 285,714 $ 999,999.00
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TOTAL: 2,000,000 $ 7,000,000.00
EXHIBIT B
LJL BIOSYSTEMS, INC.
COMPLIANCE CERTIFICATE
The undersigned, Xxx X. Xxxxxx, hereby certifies as follows:
1. The undersigned is the duly elected President and Chief Executive
Officer of LJL BioSystems, Inc., a Delaware corporation (the "COMPANY").
2. The representations and warranties of the Company set forth in
Section 2 of the Common Stock Purchase Agreement (the "AGREEMENT") dated January
__, 1999 are true and correct in all material respects as though made on and as
of the date hereof.
3. The Company has performed and complied with all covenants,
agreements, obligations and conditions contained in the Agreement to be
performed by the Company on or prior to the Closing Date.
4. Since the date of the Company's most recent filing with the SEC,
there has not been any material adverse change in the assets, liabilities,
financial condition, or operations of the Company; PROVIDED, HOWEVER, that
changes in the ordinary course of business, including but not limited to the use
of cash and increase in liabilities, shall not be deemed to be a material
adverse change.
The undersigned has executed this Certificate this _____ day of January,
1999.
/s/ Xxx Xxxxxx
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Xxx X. Xxxxxx, President and Chief
Executive Officer
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
EXHIBIT D
OPINION OF COMPANY COUNSEL
