EXHIBIT 10.1
AMENDMENT NO. 1 TO
WARRANT TO PURCHASE COMMON STOCK
OF
BIOSOURCE INTERNATIONAL, INC.
THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK (the
"AMENDMENT"), is entered into on this 7th day of June 2004, by and between
BioSource International, Inc., a Delaware corporation (the "COMPANY"), and
Genstar Capital Partners II, L.P. (the "Holder").
A. The Holder is the holder of that certain Warrant to Purchase Common
Stock dated as of February 15, 2000, issued to the Holder by the Company (the
"WARRANT").
B. In connection with the Holder's desire to extend the Expiration Date
of the Warrant (as defined therein) from February 15, 2005 to February 15, 2007,
the parties have agreed to amend certain terms of the Warrant in accordance with
the terms hereof.
NOW, THEREFORE, in consideration of the premises and agreements set
forth herein, and for other good and valuable consideration, the mutual receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereby agree as follows:
1. The first paragraph of the Warrant, which commences with the terms "THIS
CERTIFIES THAT," is hereby amended and restated in its entirety to read as
follows:
"THIS CERTIFIES THAT, for value received by BioSource International,
Inc., a Delaware corporation (the "COMPANY"), GenStar Capital Partners
II, LP, or its permitted registered assigns ("HOLDER"), is entitled,
subject to the terms and conditions of this Warrant, at any time or
from time to time after the issuance date of this Warrant (the
"EFFECTIVE DATE"), and before 5:00 p.m. Pacific Time on the seventh
(7th) anniversary of the Effective Date (the "EXPIRATION DATE"), to
purchase from the Company 1,262,542 shares of Common Stock of the
Company, at a price per share of $9.00 (the "PURCHASE PRICE"). Both the
number of shares of Common Stock purchasable upon exercise of this
Warrant and the Purchase Price are subject to adjustment and change as
provided herein."
2. Except as expressly amended and restated herein, all terms and
conditions of the Warrant are hereby ratified, confirmed and approved and shall
remain in full force and effect. In the event of any conflict or inconsistency
between this Amendment and the Warrant, this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
Genstar Capital Partners II, L.P. BioSource International, Inc.
By: Genstar Capital LLC
Its: General Partner
/s/ Xxxx-Xxxxxx Xxxxx /s/ Xxxxxxxx Xxxxxx
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By: By:
Xxxx-Xxxxxx Xxxxx Xxxxxxxx Xxxxxx
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Printed Name Printed Name
Managing Director Chief Executive Officer and President
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