EXHIBIT 10.16 (B)
EXECUTION
SECOND AMENDMENT TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT (this "Second Amendment"), is dated January 21, 2003, by and among
Animas Corporation, a Delaware corporation (the "Company"), the Existing Holders
(as defined below) and Silicon Valley Bank ("SVB").
WHEREAS, the Company and certain holders (the "Existing Holders") of
(a) the Company's Series B Convertible Preferred Stock, $0.01 par value per
share (the "Series B Preferred Stock"), and (b) the Company's Series C
Convertible Preferred Stock, $0.01 par value per share (the "Series C Preferred
Stock"), are parties to an Amended and Restated Registration Rights Agreement
dated as of October 11,2001, as amended by that certain First Amendment to
Amended and Restated Registration Rights Agreement dated as of May 13,2002
(together with all joinders thereto, the "Registration Rights Agreement");
WHEREAS, concurrently with the execution of this Second Amendment,
certain Existing Holders listed on Annex I hereto (the "Unit Purchasers") are
acquiring from the Company units (the "Units") consisting of one share of Series
C Preferred Stock and one warrant to purchase nine-tenths (0.9) of one share of
Series C Preferred Stock (the "Warrants"), pursuant to that certain Unit
Purchase Agreement dated January 21,2003 (together with all joinders thereto,
the "Purchase Agreement");
WHEREAS, as a condition to entering into and consummating the Purchase
Agreement, the Unit Purchasers have required the Company to amend the
Registration Rights Agreement in order to, among other things, include the
Common Stock received upon conversion of the Series C Preferred Stock included
in the Units (including conversion of the Series C Preferred Stock received upon
exercise of the Warrants included in the Units) as "Registrable Securities"
within the meaning of the Registration Rights Agreement;
WHEREAS, to induce the Unit Purchasers to enter into and consummate the
Purchase Agreement, the Company desires to amend the Registration Rights
Agreement on the terms and conditions set forth below;
WHEREAS, previously the Company issued warrants to SVB to purchase
5,000 shares of Series C Preferred Stock (the "SVB Warrants") in connection
with the execution of a working capital line of credit;
WHEREAS, the Company previously committed to provide certain
registration rights to SVB with respect to the Common Stock received upon
conversion of the Series C Preferred Stock which may be obtained by SVB upon
exercise of the SVB Warrants (the "SVB Common Stock");
WHEREAS, the Company, SVB and the Existing Holders desire to amend the
Registration Rights Agreement to join SVB as a party thereto and to include the
SVB Common Stock as "Registrable Securities" within the meaning of the
Registration Rights Agreement;
WHEREAS, it is anticipated that additional Units will be sold pursuant
to the Purchase Agreement to purchasers thereunder (the "Additional Units");
WHEREAS, the Existing Holders, SVB and the Company desire to further
amend the Registration Rights Agreement to, among other things, include the
Common Stock received upon conversion of the Series C Preferred Stock included
in the Additional Units (including conversion of the Series C Preferred Stock
received upon exercise of the Warrants included in the Additional Units) as
Registrable Securities, on substantially the terms and conditions set forth
below, and to join any purchasers of Additional Units that are not already party
to the Registration Rights Agreement as parties to the Registration Rights
Agreement;
WHEREAS, Section 13(d) of the Registration Rights Agreement provides
that the Registration Rights Agreement may not be amended or modified, and no
provision thereof may be waived, without the consent of (i) the Company, (ii)
the Initial Series B Investors holding at least 60% of the votes entitled to be
cast by the holders of Series B Conversion Shares owned by all such Initial
Series B Investors, solely with respect to such Series B Conversion Shares,
(iii) the Initial Series C Investors holding at least 60% of the votes entitled
to be cast by the holders of Series C Conversion Shares owned by all such
Initial Series C Investors, solely with respect to such Series C Conversion
Shares, and (iv) the holders of a majority of the votes entitled to be cast by
the holders of the Registrable Securities then outstanding (collectively, the
"Required Approvals");
NOW, THEREFORE, in consideration of the premises, the agreements and
mutual covenants set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, do hereby agree as
follows:
1. Defined Terms. Capitalized terms used but not otherwise
defined herein have the respective meanings ascribed to such terms in the
Registration Rights Agreement.
2. Amendments to Registration Rights Agreement.
(a) The following additional defined terms are hereby
added to the Registration Rights Agreement:
(i) "Unit Purchase Agreement" shall mean that
certain Unit Purchase Agreement dated January 21,2003 (together with all
joinders thereto) pursuant to which certain Existing Holders, holders of the
Series C Preferred Stock, and certain holders of the Common Stock may acquire
Units;
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(ii) "SVB Warrants" shall mean those certain
warrants to purchase 5,000 shares of Series C Preferred Stock issued to Silicon
Valley Bank on November 4, 2002; and
(iii) "Units" shall mean those certain Units
purchased pursuant to the Unit Purchase Agreement and consisting of one share of
Series C Preferred Stock and a Warrant.
(b) The term "Series C Preferred Stock" shall be amended
in its entirety and, from and after the date hereof, shall mean, collectively,
(i) the shares of Series C Preferred Stock issued pursuant to the Series C
Purchase Agreement, whether at the Initial Closing or at a Subsequent Closing
(and including the Additional Series C Preferred Stock), and (ii) any shares of
Series C Preferred Stock purchased pursuant to or in connection with the Unit
Purchase Agreement (including but not limited to those shares issued upon
exercise of the Warrants).
(c) The term "Warrants" shall be amended and restated in
its entirety and, from and after the date hereof, shall mean, collectively, (i)
those certain warrants to purchase nine-tenths of one share (0.9) of Series C
Preferred Stock included in the Units, and (ii) the SVB Warrants.
3. Additional Parties. Silicon Valley Bank is hereby joined as a
party to the Registration Rights Agreement and is deemed to be a "Holder" for
all purposes under such Registration Rights Agreement. Silicon Valley Bank
hereby adopts and agrees to be bound by all of the terms and provisions of, and
shall be entitled to all of the benefits and privileges of a Holder as defined
in, the Registration Rights Agreement, subject in all cases to the terms and
conditions thereof. The Company, together with each Existing Holder and SVB,
without any further action on their respective parts, hereby consents to the
inclusion of any purchasers of Additional Units that are not already party to
the Registration Rights Agreement as parties to the Registration Rights
Agreement, and the inclusion of the Common Stock received upon conversion of the
Series C Preferred Stock included in the Additional Units (including conversion
of the Series C Preferred Stock received upon exercise of the Warrants included
in the Additional Units) as Registrable Securities, on substantially the terms
and conditions applicable to other Registrable Securities pursuant to the
Registration Rights Agreement.
4. Ratification of Registration Rights Agreement. Except as
expressly amended hereby, all of the terms of the Registration Rights Agreement
shall remain in full force and effect and are hereby ratified and confirmed.
5. Governing Law. This Second Amendment and all questions
relating to its validity, interpretation, performance and enforcement shall be
governed and construed in accordance with the laws of the Commonwealth of
Pennsylvania, notwithstanding any conflict of laws doctrines of such
Commonwealth or any other jurisdiction to the contrary.
6. Counterparts; Facsimile Execution. This Second Amendment may
be executed in any number of counterparts, including by facsimile signature,
each of which shall be an original and all of which, when taken together, shall
be deemed one and the same agreement.
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7. Effective Time. This Second Amendment shall become effective
and legally binding upon the Company, the Existing Holders and the other parties
hereto, and shall be deemed to effectively amend the Registration Rights
Agreement, when one or more counterparts hereof, individually or taken together,
shall bear the signatures of the Required Approvals.
IN WITNESS WHEREOF, the parties hereto have executed, or caused this
Second Amendment to Amended and Restated Registration Rights Agreement to be
executed by its duly authorized officer or other representative, on the date and
year first above.
ANIMAS CORPORATION
BY: /s/ Xxxxxxx Xxxxx
-------------------------------
Title: V.P. Finance, Asst Sect
[Holder Signature Pages Follow]
4
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxxxxxx Xxxxxxxx
-----------------------------------
Print Name of Holder
/s/ Xxxxxxxxx X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXXXX XX.
XXXXXXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXXX XXXXXXXX
-----------------------------------
Print Name of Holder
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Signature of Authorized Person
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXXXX XX.
XXXXXXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxx Xxxxxxxx Trust
-----------------------------------
Print Name of Holder
/s/ Xxxxxxxxx X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
TRUSTEE
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXXXX XX.
XXXXXXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxx Xxxxxxxx Trust
-----------------------------------
Print Name of Holder
/s/ Xxxxxxxxx X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
TRUSTEE
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXXXX XX.
XXXXXXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxxxxxx Xxxxxxxx Trust
-----------------------------------
Print Name of Holder
/s/ Xxxxxxxxx X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
TRUSTEE
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXXXX XX.
XXXXXXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxx Xxxxxxxx Trust
-----------------------------------
Print Name of Holder
/s/ Xxxxxxxxx X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
TRUSTEE
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXXXX XX.
XXXXXXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXX XXXXXXXX TRUST
-----------------------------------
Print Name of Holder
/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Signature of Authorized Person
TRUSTEE
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXXXX XX.
XXXXXXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXXXX X. XXXXXX, XX
-----------------------------------
Print Name of Holder
/s/ Xxxxxxx X. Xxxxxx XX
-----------------------------------
Signature of Authorized Person
Stockholder
-----------------------------------
Title of Authorized Person
Address of Holder:
The Xxxxxx Building
Xxx Xxxx Xxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Tel. Number: 000-000-0000
Fax Number: 000-000-0000
Holder Signature Page to Second Amendment
to
Amended and Restated Registration Right Agreement
HLM/UH Fund, L.P.
By: HLM/UH Associates, LLC Xxxxxx X. Xxxxxx
Its General Partner -----------------------------------
By: HLM Management Co., Inc. Print Name of Holder
Managing Member
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Signature of Authorized Person
EXEC. V.P.
-----------------------------------
Title of Authorized Person
Address of Holder:
HLM Management Co., Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Tel. Number:_______________________
Fax Number: _______________________
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHT AGREEMENT
HLM Opportunities Fund, L.P.
By: HLM Opportunities Associates, LLC Xxxxxx X. Xxxxxx
Its General Partner -----------------------------------
By: HLM Management Co., Inc. Print Name of Holder
Managing Member
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Signature of Authorized Person
EXEC. V.P.
-----------------------------------
Title of Authorized Person
Address of Holder:
HLM Management Co., Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Tel. Number:_______________________
Fax Number:________________________
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHT AGREEMENT
HLM/CB Fund II L.P.
By: HLM/CB Associates II,LLC Xxxxxx X. Xxxxxx
Its General Partner -----------------------------------
By: HLM Management Co., Inc. Print Name of Holder
Managing Member
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Signature of Authorized Person
EXEC. V.P.
-----------------------------------
Title of Authorized Person
Address of Holder:
HLM Management Co., Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Tel. Number: ______________________
Fax Number: _______________________
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
LIBERTY ADVISORS INC.
-----------------------------------
Print Name of Holder
/s/ XXXXXX X. XXXXX
-----------------------------------
Signature of Authorized Person
PRESIDENT
-----------------------------------
Title of Authorized Person
Address of Holder:
C/O LIBERTY VENTURE PARTNERS
ONE COMMERCE SQUARE
0000 XXXXXX XXXXXX, XXXXX 0000
XXXXXXXXXXXX, XX 00000-0000
Tel. Number: (000)-000-0000
Fax Number: (000)-000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
LIBERTY VENTURES I, L.P.
-----------------------------------
Print Name of Holder
/s/ XXXXXX X. XXXXX
-----------------------------------
Signature of Authorized Person
PRESIDENT OF ITS GENERAL PARTNER,
LIBERTY VENTURES, INC.
-----------------------------------
Title of Authorized Person
Address of Holder:
C/O LIBERTY VENTURE PARTNERS
ONE COMMERCE SQUARE
0000 XXXXXX XX. XXXXX 0000
XXXXXXXXXXXX, XX 00000-0000
Tel. Number: (000)-000-0000
Fax Number: (000)-000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
LIBERTY VENTURES II, L.P.
-----------------------------------
Print Name of Holder
/s/ XXXXXX X. XXXXX
-----------------------------------
Signature of Authorized Person
MANAGING DIRECTOR OF ITS GENERAL
PARTNER, LIBERTY VENTURE PARTNERS
II, LLC
-----------------------------------
Title of Authorized Person
Address of Holder:
C/O LIBERTY VENTURE PARTNERS
ONE COMMERCE SQUARE
0000 XXXXXX XX. XXXXX 0000
XXXXXXXXXXXX, XX 00000-0000
Tel. Number: (000)-000-0000
Fax Number: (000)-000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
TDH CAPITAL PARTNERS
-----------------------------------
Print Name of Holder
/s/ J. Xxxxxxx Xxxx, Xx.
-----------------------------------
Signature of Authorized Person
PRESIDENT AND TRUSTEE
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXXXX XXXXXX
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Tel. Number: ______________________
Fax Number: _______________________
ANIMAS/2003 Offering: Second Closing
Registration Rights Amendment
\
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Anvers LP
-----------------------------------
Print Name of Holder
/s/ X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
SR MGR FSIP LLC AS GP
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXX XXXXXX
XXX XXXX XX 00000
Tel. Number:(000) 000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Anvers II LP
-----------------------------------
Print Name of Holder
/s/ X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
SR MGR FSIP LLC AS GP
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXX XXXXXX
XXX XXXX XX 00000
Tel. Number:(000) 000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXX XXXXX
-----------------------------------
Print Name of Holder
/s/ Xxxxx Xxxxx
-----------------------------------
Signature of Authorized Person
-----------------------------------
Title of Authorized Person
Address of Holder:
000 Xxxxxxx Xx.
Xxxxxxxxxxxx XX 00000
Tel. Number: 800-447-4476 ext. 105
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXX XXXXX
-----------------------------------
Print Name of Holder
/s/ Xxxx Xxxxx
-----------------------------------
Signature of Authorized Person
-----------------------------------
Title of Authorized Person
Address of Holder:
0 XXXXX XX
XXXXXXX
XX 00000
Tel. Number: 000-000-0000
Fax Number:
-----------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
City National Bank TTEE
FBO DWT/Xxxxxxx
-----------------------------------
Print Name of Holder
/s/ Xxxx F.F. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
XXXX F.F. XXXXXXXX
TRUST OFFICER
-----------------------------------
Title of Authorized Person
Address of Holder:
CITY NATIONAL INVESTMENTS
000 XXXXXXXX, XXX. 000
XXX XXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number: 000-000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXXX X. XXXXXX, XX.
-----------------------------------
Print Name of Holder
/s/ Xxxxxx X. Xxxxxx, Xx.
-----------------------------------
Signature of Authorized Person
-----------------------------------
Title of Authorized Person
Address of Holder:
0000 Xxxxxxxxxx Xx.
Xxxxx Xxxxx, XX 00000
Tel. Number: (000) 000-0000
Fax Number: (000) 000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxxx X.X. Xx
-----------------------------------
Print Name of Holder
/s/ Xxxxxx X.X. Xx
-----------------------------------
Signature of Authorized Person
-----------------------------------
Title of Authorized Person
Address of Holder:
000 XXXXXX XXX
XXXXXXX XX 00000
Tel. Number: 000-000-0000
Fax Number: 000-000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
XXXXXXX X. XXXXXXXX
-----------------------------------
Print Name of Holder
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
-----------------------------------
Title of Authorized Person
Address of Holder:
0000 XXXXXXXX XXX
XXXXXXX XXXXXX, XX 00000
Tel. Number: 000-000-0000
Fax Number: 000-000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxx X. Xxxxxxxx
-----------------------------------
Print Name of Holder
/s/ Xxxx X. Xxxxxxxx
-----------------------------------
Signature of Authorized Person
-----------------------------------
Title of Authorized Person
Address of Holder:
00000 Xxxxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
___________________________________
Tel. Number: 000 000-0000
Fax Number: 000 000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxx Xxx Xxxxxxxx
------------------------------------
Print Name of Holder
/s/ Xxxx Xxx Xxxxxxxx
------------------------------------
Signature of Authorized Person
------------------------------------
Title of Authorized Person
Address of Holder:
00000 Xxxxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
------------------------------------
Tel. Number: 000 000 0000
Fax Number: 000 000 0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxxxx X. Xxxxx
------------------------------------
Print Name of Holder
/s/ Xxxxxxx X. Xxxxx
------------------------------------
Signature of Authorized Person
------------------------------------
Title of Authorized Person
Address of Holder:
0000 Xxxxxxx Xx
Xxxxxxxxx, XX 00000
------------------------------------
Tel. Number: 000-000-0000
Fax Number: 000-000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxx X. XxXxxxxx
------------------------------------
Print Name of Holder
/s/ Xxxx X. XxXxxxxx
------------------------------------
Signature of Authorized Person
------------------------------------
Title of Authorized Person
Address of Holder:
------------------------------------
------------------------------------
------------------------------------
Tel. Number: _______________________
Fax Number: ________________________
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxx X. Xxxxx/Xxxxx X. Xxxxx
------------------------------------
Print Name of Holder
/s/ Xxxx X. Xxxxx/Xxxxx X. Xxxxx
------------------------------------
Signature of Authorized Person
------------------------------------
Title of Authorized Person
Address of Holder:
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
------------------------------------
Tel. Number: (000) 000-0000 office
Fax Number:
------------------------
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
PILGRIM XXXXXX HYBRID PARTNERS II, L.P.
BY: PILGRIM XXXXXX HYBRID PARTNERS
GENERAL PARTNER, L.P.
ITS GENERAL PARTNER
BY: PILGRIM XXXXXX & ASSOCIATES,
LTD., ITS GENERAL PARTNER
--------------------------------------
Print Name of Holder
/s/ Xxxxxx X. Xxxxx
--------------------------------------
Signature of Authorized Person
VICE PRESIDENT
--------------------------------------
Title of Authorized Person
Address of Holder:
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxx, XX
00000
Tel. Number: 000-000-0000
Fax Number:
--------------------------
EXECUTION
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxxxx & Xxxxxxx Development Corporation
-----------------------------------------
Print Name of Holder
/s/ Xxxxx X. Xxxxx
-----------------------------------------
Signature of Authorized Person
Vice President
-----------------------------------------
Title of Authorized Person
Address of Holder:
Xxx X&X Xxxxx
Xxx Xxxxxxxxx, XX 00000
-----------------------------------------
Tel. Number: 000-000-0000
Fax Number: 000-000-0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxx Xxxxx
------------------------------------
Print Name of Holder
/s/ Xxxxx Xxxxx
------------------------------------
Signature of Authorized Person
------------------------------------
Title of Authorized Person
Address of Holder:
000 Xxxxxxxxx Xx.
Xxxx Xxxx, XX 00000
Tel. Number: 000 000 0000
Fax Number: 000 000 0000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxxxx Xxxxxx
------------------------------------
Print Name of Holder
/s/ Xxxxxxx Xxxxxx
------------------------------------
Signature of Authorized Person
------------------------------------
Title of Authorized Person
Address of Holder:
0000 X. Xxxxxxx Xx
Xxxxxxxxx XX 00000
Tel. Number: 000-0000000
Fax Number: 000-0000000
HOLDER SIGNATURE PAGE TO SECOND AMENDMENT
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Xxxxx Xx Ng Associates
------------------------------------
Print Name of Holder
/s/ Xxxxx Xx
------------------------------------
Signature of Authorized Person
PARTNER
------------------------------------
Title of Authorized Person
Address of Holder:
00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Tel. Number: 000-000-0000
Fax Number: 000-000-0000
ADDITIONAL UNIT PURCHASER JOINDER
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
The undersigned, being a purchaser of Additional Units as defined in
the Second Amendment to Amended and Restated Registration Rights Agreement dated
October 11, 2001, as previously amended (the "Registration Rights Agreement") is
hereby joined as a party to the Registration Rights Agreement, is deemed to be a
"Holder" for all purposes under such Registration Rights Agreement and hereby
adopts and agrees to be bound by all of the terms and provisions of, and shall
be entitled to all of the benefits and privileges of a Holder as defined in, the
Registration Rights Agreement, subject in all cases to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the
Registration Rights Agreement and certifies that it has read and fully
understands the terms and conditions thereof and its rights, responsibilities
and obligations thereunder.
InvestCare Partners Limited Partnership
---------------------------------------
Print Name of Holder
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Signature of Authorized Person
President of GMA GP, INC., the
general partner of GMA Capital Limited
Partnership, which is the general
partner of InvestCare Partners Limited
Partnership
Address of Holder:
00000 X. 00 Xxxx Xx.
Xxxxxxxxxx Xxxxx, XX 00000
_____________________________________
Tel. Number: 000 0000000
Fax Number: 000 0000000
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APPENDIX 3
JOINDER
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
The undersigned, being the purchaser of the SVB Warrants as defined in
the Second Amendment to Amended and Restated Registration Rights Agreement dated
October 11, 2001, as previously amended (the "Registration Rights Agreement") is
hereby joined as a party to the Registration Rights Agreement, is deemed to be a
"Holder" for all purposes under such Registration Rights Agreement and hereby
adopts and agrees to be bound by all of the terms and provisions of, and shall
be entitled to all of the benefits and privileges of a Holder as defined in, the
Registration Rights Agreement, subject in all cases to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of the
Registration Rights Agreement and certifies that it has read and fully
understands the terms and conditions thereof and its rights, responsibilities
and obligations thereunder.
SILICON VALLEY BANK
/s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Signature of Authorized Person
VP
-------------------------------------
Title of Authorized Person
Address:
One Newton Executive Park, Suite 200,
0000 Xxxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000
Tel. Number: (000) 000 0000
Fax Number: (000) 000-0000
