EXHIBIT 10.26
AMENDMENT TO STOCKHOLDERS' AGREEMENT OF ORTHOVITA, INC.
JUNE 15, 1998
THIS AMENDMENT TO STOCKHOLDERS' AGREEMENT is dated as of June 15, 1998 and
is an amendment to that certain STOCKHOLDERS' AGREEMENT (the "Stockholders'
Agreement") dated as of April 11, 1997 by and among Orthovita, Inc., a
Pennsylvania corporation (the "Company"), and the other parties hereto. All
terms used in this Amendment and not otherwise defined herein shall have the
meanings ascribed to such terms in the Stockholders' Agreement.
NOW, THEREFORE, in consideration of and reliance on the respective
covenants contained herein and intending to be legally bound hereby, the parties
hereto agree as follows:
Notwithstanding that the Stockholders' Agreement will by its terms terminate
upon the consummation of the offering contemplated by the Registration Statement
on Form S-1 (#333-51689) (the "Offering"), the Stockholders hereby agree that
the terms and conditions that exclusively relate to the nomination, election and
membership of the Class C Director contained in Section 2 of the Stockholders'
Agreement (including Sections 2(a)(2), 2(c) and 2(e) of the Stockholder's
Agreement), attached here as Exhibit A, shall instead continue in full force and
effect until such time (the "Class C Transition Time") as the Class C Holders no
longer own of record in the aggregate at least 50% of the shares of Common Stock
held by the Class C Holders on the date hereof (assuming the conversion of all
shares of Preferred Stock of the Company held by the Class C Holders). All other
terms and conditions contained in the Stockholders' Agreement shall
automatically terminate upon the consummation of such offering.
This Amendment shall have no force or effect if the Offering is not
consummated.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
on the day and year first written above.
ORTHOVITA, INC.
By: _________________________
XXXXXXXX
Xxxxxxxx Ventures International Life Sciences Fund LP1
By: Xxxxxxxx Venture Managers Inc., its General Partner
By: _______________________________
Title: _______________________________
Xxxxxxxx Ventures International Life Sciences Fund LP2
By: Xxxxxxxx Venture Managers Inc., its General Partner
By: _______________________________
Title: _______________________________
Xxxxxxxx Ventures International Life Sciences Fund Trust
By: Xxxxxxxx Venture Managers Limited as Attorney-in-Fact
for Codan Trust Company Limited as Trustee
By: _______________________________
Title: _______________________________
Xxxxxxxx Ventures International Life Sciences Fund Co-
Investment Scheme
By: Xxxxxxxx Venture Managers Limited, as Investment Manager
By: _______________________________
Title: _______________________________
ELECTRA
Electra Xxxxxxx Private Equity Partners
By: Electra Xxxxxxx XX (Unquoted UK),
its General Partner
By: _______________________________
Director
By: ________________________________
Secretary
EF Nominees Limited
By: ________________________________
Director
By: ________________________________
Secretary
WELLCOME
The Wellcome Trust
By: The Wellcome Trust Limited, as the Trustee for
The Wellcome Trust
By: _______________________________
SIGNATURES OF OTHER STOCKHOLDERS
______________________________ ___________________________________
Signature Signature
______________________________ ___________________________________
Name Name
______________________________ ___________________________________
Signature Signature
______________________________ ___________________________________
Name Name
______________________________ ___________________________________
Signature Signature
______________________________ ___________________________________
Name Name
______________________________ ___________________________________
Signature Signature
______________________________ ___________________________________
Name Name
______________________________ ___________________________________
Signature Signature
______________________________ ___________________________________
Name Name
______________________________ ___________________________________
Signature Signature
______________________________ ___________________________________
Name Name
______________________________ ___________________________________
Signature Signature
______________________________ ___________________________________
Name Name
EXHIBIT A
2. Board of Directors.
(a) Each Stockholder shall vote all shares of Common Stock and Preferred
Stock (and any other shares of capital stock of the Company over which such
Stockholder exercises voting control) owned by him or it from time to time so as
to cause and maintain the election to the Board of Directors of one
representative designated jointly by Xxxxxxxx and Electra (the "Class C
Director"), which representative shall initially be Xxx Xxxxxx.
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(c) Each of the Directors designated in Section 2(a) shall be elected at
any annual or special meeting of the Company's stockholders (or by written
consent in lieu of a meeting of stockholders) and shall serve until his
successor is elected and qualified or until his earlier resignation or removal.
Until the Class C Transition Time, the Class C Director may be removed during
his term of office, without cause, by and only by the written consent of
Xxxxxxxx and Electra.
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(e) Each Stockholder shall vote all shares of Common Stock and Preferred
Stock (and any other shares of capital stock of the Company over which such
Stockholder exercises voting control) owned by them from time to time, and to
take such other actions as are necessary to cause the Articles of Incorporation
and the Bylaws of the Company to provide for the indemnification of directors
and for the limitation of director liability to the fullest extent permitted
under applicable law.
