Second Amendment to Amended and Restated Registration Rights Agreement by and among Animas Corporation, Existing Holders, and Silicon Valley Bank

Summary

This amendment, dated January 21, 2003, updates the Registration Rights Agreement between Animas Corporation, certain existing shareholders, and Silicon Valley Bank. It adds new parties, including Silicon Valley Bank, and expands the definition of securities covered by registration rights to include shares and warrants issued under a new Unit Purchase Agreement. The amendment ensures that new investors and their securities receive the same registration rights as existing holders, and that Silicon Valley Bank is formally included as a party with full rights and obligations under the agreement.

EX-10.16(B) 20 w93915exv10w16xby.txt SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 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; -2- (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. -3- 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/ Richard Baron ------------------------------- Title: V.P. Finance, Asst Sect [Holder Signature Pages Follow] 4 HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Katherine Crothall ----------------------------------- Print Name of Holder /s/ Katherine D. Crothall ----------------------------------- Signature of Authorized Person ----------------------------------- Title of Authorized Person Address of Holder: 511 AVONWOOD RD. HAVERFORD, PA 19041 Tel. Number: 610 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT GRAEME CROTHALL ----------------------------------- Print Name of Holder /s/ Graeme Crothall ----------------------------------- Signature of Authorized Person ----------------------------------- Title of Authorized Person Address of Holder: 511 AVONWOOD RD. HAVERFORD, PA 19041 Tel. Number: 610 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Peter Laakmann Trust ----------------------------------- Print Name of Holder /s/ Katherine D. Crothall ----------------------------------- Signature of Authorized Person TRUSTEE ----------------------------------- Title of Authorized Person Address of Holder: 511 AVONWOOD RD. HAVERFORD, PA 19041 Tel. Number: 610 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Karen Laakmann Trust ----------------------------------- Print Name of Holder /s/ Katherine D. Crothall ----------------------------------- Signature of Authorized Person TRUSTEE ----------------------------------- Title of Authorized Person Address of Holder: 511 AVONWOOD RD. HAVERFORD, PA 19041 Tel. Number: 610 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Christine Laakmann Trust ----------------------------------- Print Name of Holder /s/ Katherine D. Crothall ----------------------------------- Signature of Authorized Person TRUSTEE ----------------------------------- Title of Authorized Person Address of Holder: 511 AVONWOOD RD. HAVERFORD, PA 19041 Tel. Number: 610 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Gayle Laakmann Trust ----------------------------------- Print Name of Holder /s/ Katherine D. Crothall ----------------------------------- Signature of Authorized Person TRUSTEE ----------------------------------- Title of Authorized Person Address of Holder: 511 AVONWOOD RD. HAVERFORD, PA 19041 Tel. Number: 610 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT GWEN CROTHALL TRUST ----------------------------------- Print Name of Holder /s/ Graeme Crothall ----------------------------------- Signature of Authorized Person TRUSTEE ----------------------------------- Title of Authorized Person Address of Holder: 511 AVONWOOD RD. HAVERFORD, PA 19041 Tel. Number: 610 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT WILLIAM A. GRAHAM, IV ----------------------------------- Print Name of Holder /s/ William A. Graham IV ----------------------------------- Signature of Authorized Person Stockholder ----------------------------------- Title of Authorized Person Address of Holder: The Graham Building One Penn Square West Philadelphia, PA 19102 Tel. Number: 215 ###-###-#### Fax Number: 215 ###-###-#### Holder Signature Page to Second Amendment to Amended and Restated Registration Right Agreement HLM/UH Fund, L.P. By: HLM/UH Associates, LLC Edward L. Cahill Its General Partner ----------------------------------- By: HLM Management Co., Inc. Print Name of Holder Managing Member /s/ Edward L. Cahill ----------------------------------- Signature of Authorized Person EXEC. V.P. ----------------------------------- Title of Authorized Person Address of Holder: HLM Management Co., Inc. 222 Berkeley Street Boston, MA 02116 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 Edward L. Cahill Its General Partner ----------------------------------- By: HLM Management Co., Inc. Print Name of Holder Managing Member /s/ Edward L. Cahill ----------------------------------- Signature of Authorized Person EXEC. V.P. ----------------------------------- Title of Authorized Person Address of Holder: HLM Management Co., Inc. 222 Berkeley Street Boston, MA 02116 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 Edward L. Cahill Its General Partner ----------------------------------- By: HLM Management Co., Inc. Print Name of Holder Managing Member /s/ Edward L. Cahill ----------------------------------- Signature of Authorized Person EXEC. V.P. ----------------------------------- Title of Authorized Person Address of Holder: HLM Management Co., Inc. 222 Berkeley Street Boston, MA 02116 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/ THOMAS R. MORSE ----------------------------------- Signature of Authorized Person PRESIDENT ----------------------------------- Title of Authorized Person Address of Holder: C/O LIBERTY VENTURE PARTNERS ONE COMMERCE SQUARE 2005 MARKET STREET, SUITE 2040 PHILADELPHIA, PA 19103-7058 Tel. Number: (215)-282-4434 Fax Number: (215)-282-4485 HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT LIBERTY VENTURES I, L.P. ----------------------------------- Print Name of Holder /s/ THOMAS R. MORSE ----------------------------------- 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 2005 MARKET ST. SUITE 2040 PHILADELPHIA, PA 19103-7058 Tel. Number: (215)-282-4434 Fax Number: (215)-282-4485 HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT LIBERTY VENTURES II, L.P. ----------------------------------- Print Name of Holder /s/ THOMAS R. MORSE ----------------------------------- 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 2005 MARKET ST. SUITE 2040 PHILADELPHIA, PA 19103-7058 Tel. Number: (215)-282-4434 Fax Number: (215)-282-4485 HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT TDH CAPITAL PARTNERS ----------------------------------- Print Name of Holder /s/ J. Malcolm Buck, Jr. ----------------------------------- Signature of Authorized Person PRESIDENT AND TRUSTEE ----------------------------------- Title of Authorized Person Address of Holder: 300 DELAWARE AVENUE Suite 1278 Wilmington, DE 19801 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/ L. Swergold ----------------------------------- Signature of Authorized Person SR MGR FSIP LLC AS GP ----------------------------------- Title of Authorized Person Address of Holder: 230 PARK AVENUE NEW YORK NY 10169 Tel. Number ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Anvers II LP ----------------------------------- Print Name of Holder /s/ L. Swergold ----------------------------------- Signature of Authorized Person SR MGR FSIP LLC AS GP ----------------------------------- Title of Authorized Person Address of Holder: 230 PARK AVENUE NEW YORK NY 10169 Tel. Number ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT CHRIS COYNE ----------------------------------- Print Name of Holder /s/ Chris Coyne ----------------------------------- Signature of Authorized Person ----------------------------------- Title of Authorized Person Address of Holder: 312 Gaikill St. Philadelphia PA 19147 Tel. Number: 800 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT GREG COYNE ----------------------------------- Print Name of Holder /s/ Greg Coyne ----------------------------------- Signature of Authorized Person ----------------------------------- Title of Authorized Person Address of Holder: 8 SMITH CT ALAMEDA CA 94502 Tel. Number: 510 ###-###-#### Fax Number: ----------------------- HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT City National Bank TTEE FBO DWT/Parsons ----------------------------------- Print Name of Holder /s/ John F.F. Billings ----------------------------------- Signature of Authorized Person JOHN F.F. BILLINGS TRUST OFFICER ----------------------------------- Title of Authorized Person Address of Holder: CITY NATIONAL INVESTMENTS 225 BROADWAY, STE. 500 SAN DIEGO, CA 92101 Tel. Number: 619 ###-###-#### Fax Number: 619 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DONALD A. SIVICK, JR. ----------------------------------- Print Name of Holder /s/ Donald A. Sivick, Jr. ----------------------------------- Signature of Authorized Person ----------------------------------- Title of Authorized Person Address of Holder: 1326 Tanglewood Dr. North Wales, PA 19454 Tel. Number: (215) 699-3979 Fax Number: (215) 699-6083 HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Daniel W.K. Ng ----------------------------------- Print Name of Holder /s/ Daniel W.K. Ng ----------------------------------- Signature of Authorized Person ----------------------------------- Title of Authorized Person Address of Holder: 138 HUDSON BAY ALAMEDA CA 94502 Tel. Number: 510 ###-###-#### Fax Number: 510 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT MICHAEL J. MITCHELL ----------------------------------- Print Name of Holder /s/ Michael J. Mitchell ----------------------------------- Signature of Authorized Person ----------------------------------- Title of Authorized Person Address of Holder: 1295 BRIGHTON WAY NEWTOWN SQUARE, PA 19073 Tel. Number: 610 ###-###-#### Fax Number: 610 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT John C. Tompkins ----------------------------------- Print Name of Holder /s/ John C. Tompkins ----------------------------------- Signature of Authorized Person ----------------------------------- Title of Authorized Person Address of Holder: 14112 Greencroft Lane Hunt Valley, MD 21030 ___________________________________ Tel. Number: 410 ###-###-#### Fax Number: 410 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Sara Lee Tompkins ------------------------------------ Print Name of Holder /s/ Sara Lee Tompkins ------------------------------------ Signature of Authorized Person ------------------------------------ Title of Authorized Person Address of Holder: 14112 Greencroft Lane Hunt Valley, MD 21030 ------------------------------------ Tel. Number: 410 ###-###-#### Fax Number: 410 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT William M. Keane ------------------------------------ Print Name of Holder /s/ William M. Keane ------------------------------------ Signature of Authorized Person ------------------------------------ Title of Authorized Person Address of Holder: 1221 Medford Rd Wynnewood, PA 19096 ------------------------------------ Tel. Number: 215 ###-###-#### Fax Number: 215 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Burr B. McKeehan ------------------------------------ Print Name of Holder /s/ Burr B. McKeehan ------------------------------------ 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 Alan I. Reich/Mindy M. Reich ------------------------------------ Print Name of Holder /s/ Alan I. Reich/Mindy M. Reich ------------------------------------ Signature of Authorized Person ------------------------------------ Title of Authorized Person Address of Holder: 410 Mayflower Lane Wynnewood, PA 19096 ------------------------------------ Tel. Number: (215) 735-9200 office Fax Number: ------------------------ HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT PILGRIM BAXTER HYBRID PARTNERS II, L.P. BY: PILGRIM BAXTER HYBRID PARTNERS GENERAL PARTNER, L.P. ITS GENERAL PARTNER BY: PILGRIM BAXTER & ASSOCIATES, LTD., ITS GENERAL PARTNER -------------------------------------- Print Name of Holder /s/ Samuel H. Baker -------------------------------------- Signature of Authorized Person VICE PRESIDENT -------------------------------------- Title of Authorized Person Address of Holder: 1400 Liberty Ridge Drive Wayne, PA 19087 Tel. Number: 610 ###-###-#### Fax Number: -------------------------- EXECUTION HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Johnson & Johnson Development Corporation ----------------------------------------- Print Name of Holder /s/ Roger J. Guidi ----------------------------------------- Signature of Authorized Person Vice President ----------------------------------------- Title of Authorized Person Address of Holder: One J&J Plaza New Brunswick, NJ 08933 ----------------------------------------- Tel. Number: 732 ###-###-#### Fax Number: 732 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT David Ellis ------------------------------------ Print Name of Holder /s/ David Ellis ------------------------------------ Signature of Authorized Person ------------------------------------ Title of Authorized Person Address of Holder: 602 Portledge Dr. Bryn Mawr, PA 19010 Tel. Number: 610 ###-###-#### Fax Number: 610 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Michael Merson ------------------------------------ Print Name of Holder /s/ Michael Merson ------------------------------------ Signature of Authorized Person ------------------------------------ Title of Authorized Person Address of Holder: 6308 N. Charles St Baltimore MD 21212 Tel. Number: 410 ###-###-#### Fax Number: 410 ###-###-#### HOLDER SIGNATURE PAGE TO SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Cathy Ng Ng Associates ------------------------------------ Print Name of Holder /s/ Cathy Ng ------------------------------------ Signature of Authorized Person PARTNER ------------------------------------ Title of Authorized Person Address of Holder: 19 Leonard Court Alameda, CA 94502 Tel. Number: 510 ###-###-#### Fax Number: 419 ###-###-#### 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/ Charles P. Rothstein ------------------------------ 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: 32330 W. 12 Mile Rd. Farmington Hills, MI 48334 _____________________________________ Tel. Number: 248 ###-###-#### Fax Number: 248 ###-###-#### -6- 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/ Dave E. Rodriguez ------------------------------------- Signature of Authorized Person VP ------------------------------------- Title of Authorized Person Address: One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 Tel. Number: (617) 630 4158 Fax Number: (617) 969-5478