EXHIBIT "G"
WAIVER OF REGISTRATION RIGHTS
INVESTORS' RIGHTS AGREEMENT
This Waiver (the "Waiver") is effective as of the 28th day of
September, 1998 with respect to the Investors' Rights Agreement made as of the
24th day of December, 1997, by and among IgX Corp., a Delaware corporation (the
"Company"), and NEGF II, L.P., English and Scottish PLC, Xxxxx Venture II
Limited, IX Limited, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx and Meriken Nominees
(the "Original Investors"), as supplemented by the Amendment to Stock Purchase
Agreement, effective as of February 1, 1998, by and among the Company, NEGF II,
L.P., English and Scottish PLC, Xxxxx Venture II Limited, Xxxxxx X. Xxxxxx,
Xxxxx X. Xxxxxxx and Meriken Nominees and Meriken Nominees and NEGF II, L.P., as
additional investors; the Amendments to Stock Purchase Agreement, effective as
of May 12, 1998, between the Company and English and Scottish PLC and Xxxx
Nominees Limited, respectively, as additional investors; the Amendment to Stock
Purchase Agreement, effective as of May 13, 1998, between the Company and
Meriken Nominees, as an additional investor; and the Amendment to Stock Purchase
Agreement, effective as of May 14, 1998, between the Company and Sundial
International Fund Limited, as an additional investor (the Original Investors
and the additional investors, collectively the "Investors"; the Investors'
Rights Agreement, as supplemented, the "Agreement"). Terms not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.
R E C I T A L S
WHEREAS, the Investors wish to waive the Investors' registration rights
with respect to the Registrable Securities in connection with the Company's
planned initial public offering (the "IPO") for which Josephthal & Co. Inc. is
to act as lead underwriter, which IPO is expected to be consummated on or before
December 31, 1998;
WHEREAS, the Company wishes to consent to the Waiver;
NOW, THEREFORE, the Investors hereby waive their registration rights
under the Agreement as follows:
1. Provided the IPO is consummated on or before December 31, 1998, the
Investors hereby waive their registration rights under (a) clause (ii) of
Section 1.2.1. of the Agreement during the period beginning on the date six (6)
months after the effective date of the registration statement for the IPO (the
"Effective Date") and ending on the date one (1) year after the Effective Date,
and (b) Section 1.3 of the Agreement during the period beginning on the
Effective Date and ending on the date nine (9) months after the Effective Date.
2. The Investors hereby agree that this Waiver shall apply to any
transferee or assignee of the Investors.
3. This Waiver shall be governed by and construed under the laws of the
State of Delaware.
4. Except as expressly waived hereby, the terms and conditions of the
Agreement shall remain in full force and effect.
5. This Waiver may be executed in any number of counterparts, and each
of such counterparts shall for all purposes constitute one agreement, binding on
all the parties, notwithstanding that all the parties are not signatories to the
same counterpart.
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IN WITNESS WHEREOF, the parties have executed this Waiver as of the
date first above written.
"Investors:" NEGF II, L.P.
By: New England Partners II, L.P.,
its General Partner
By: NEGF Ventures, Inc.,
its General Partner
By:
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President
Address: Xxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
ENGLISH AND SCOTTISH, PLC
By:
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Title:
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Address:
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XXXXX VENTURE II LIMITED
By:
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Xxxxxx X. Xxxxx, Chairman
Address: 000 Xxxxxx Xxxxxx
Xxxxxxx
Xxxx xx Xxx
[SIGNATURE PAGE TO WAIVER]
[SIGNATURES CONTINUE ON NEXT PAGE]
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IX LIMITED
By:
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Title:
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Address:
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Xxxxxx X. Xxxxxx
Address: 0000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
MERIKEN NOMINEES
By:
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Xxxxx Xxxxxxxxx
Address: Alltrust & Banking Company, Ltd.
The Aal Building
4 North Church Street
Georgetown, Grand Caymans
Cayman Islands, British West Indies
EASTERN BANK & TRUST COMPANY,
TRUSTEE XXXXXXX & XXXXXXXX LTD.
PROFIT SHARING 401(k) PLAN F/B/O XXXXX
X. XXXXXXX
By:
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Address:
[SIGNATURE PAGE TO WAIVER]
[SIGNATURES CONTINUE ON NEXT PAGE]
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SUNDIAL INTERNATIONAL FUND LIMITED
By:
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Address:
XXXX NOMINEES LIMITED
By:
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Address:
Consent to Waiver: IgX CORP.
By:
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Xxxxxx X. Xxxxx, Chairman
Address: c/o 0000 Xx Xxxxx Xxxxxxx Xx., #000
Xx Xxxxx, Xxxxxxxxxx 00000
[SIGNATURE PAGE TO WAIVER]
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