EXHIBIT 10.2
CLASS A HOLDER AGREEMENT
This AGREEMENT dated as of April 11, 1997 is entered into by and among
ORTHOVITA, INC., a Pennsylvania corporation (the "Company"), and each of the
holders of the Company's Class A Convertible Preferred Stock, $.01 par value per
share (the "Class A Stock"), who are signatories to this Agreement
(collectively, the "Class A Investors," and individually, a "Class A Investor").
BACKGROUND
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The Class A Investors are parties to a Preferred Stock Purchase Agreement
with the Company dated April 15, 1994 (the "Class A Agreement") pursuant to
which, among other things, they purchased shares of Class A Stock of the
Company, were granted certain rights with respect to future issuances by the
Company of any class of stock equivalent to or having a preference or priority
over the Class A Stock and were granted certain put and registration rights with
respect to the Class A Stock.
In order to finance the continuing operating activities of the Company, the
Company proposes to enter into a Class C Convertible Preferred Stock Purchase
Agreement (the "Class C Agreement") providing for the sale and issuance of its
Class C Convertible Preferred Stock, $.01 par value (the "Class C Stock"), which
Stock may be deemed to have certain preferences or priorities senior or
equivalent to the Class A Stock. A copy of a draft of the Statement of
Designation, Preferences and Rights of Class C Convertible Preferred Stock is
attached hereto as Exhibit A.
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The Class A Investors, recognizing that the execution and delivery of this
Agreement is a condition precedent to the consummation of the transactions
contemplated by the Class C Agreement, desire to approve, pursuant to Section
5(b) of the Class A Agreement, the issuance of the Class C Stock, become parties
to the Registration Rights Agreement attached hereto as Exhibit B and amend the
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Class A Agreement, all as provided herein.
NOW THEREFORE, in consideration of the foregoing, the parties hereto agree
as follows:
1. The Class A Agreement is hereby amended by deleting Sections 8 and 9
of the Class A Agreement in their entirety. All other provisions of the Class
A Agreement shall remain in full force and effect.
2. The Class A Investors hereby approve the issuance of Class C Stock
pursuant to such terms set forth in Exhibit A, with such changes as may be
approved by the Company's board of directors.
3. The Company shall issue to each holder of the Class A Stock a warrant,
substantially in the form attached hereto as Exhibit C, to purchase .21993
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shares of Common Stock for each share of Class A Stock held by such holder.
4. This Agreement may be executed in two or more counterparts, each of
which shall be considered an original, but all of which together shall
constitute the same instrument.
IN WITNESS WHEREOF, each party has executed this Agreement as of the date
first above written.
ORTHOVITA, INC.
By:\s\Xxxxx X. Xxxxxx
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President
\s\Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
\s\Solomon Xxx Xxxxxx
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Solomon Xxx Xxxxxx
\s\Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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