Amendment to Second Amended and Restated Information and Registration Rights Agreement by and among BioMimetic Pharmaceuticals, Inc. and Investors

Summary

This amendment adds new investors to the existing Information and Registration Rights Agreement between BioMimetic Pharmaceuticals, Inc. and its shareholders. The new investors, who are purchasing Series C Preferred Stock, agree to be bound by the terms of the original agreement. The amendment updates the list of parties and confirms that existing shareholders have consented to these changes. The agreement ensures the new investors receive the same information and registration rights as current shareholders.

EX-10.29 14 file006.htm AMDMT TO AMD'D & REST'D INF'N REG RIGHTS AGMNT

Exhibit 10.29 AMENDMENT TO SECOND AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT This AMENDMENT TO SECOND AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as "RIGHTS AGREEMENT AMENDMENT"), dated as of the 29th day of April, 2005 is made and entered into upon the terms and conditions hereinafter set forth by and between BioMimetic Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY") and the investors (the "INVESTOR(S)") identified in that certain Second Series C Stock Purchase Agreement dated as of April 29, 2005 (the "PURCHASE AGREEMENT"). WITNESSETH: WHEREAS, Company and the Investors are contemporaneously herewith entering into the Purchase Agreement for the sale of up to 1,274,940 additional shares of Series C Preferred Stock of the Company at a purchase price of $11.81 per share; WHEREAS, the Purchase Agreement contemplates the Investors becoming a party to the Second Amended and Restated Information And Registration Rights Agreement dated as of October 21, 2004 between the Company and its existing shareholders (the "Rights Agreement"); and WHEREAS, the Company has obtained the written consent of the existing Preferred Shareholders as provided in Section 20.5 of the Rights Agreement to amend the Rights Agreement to add the Investors as additional parties to the Rights Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency all of which is hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO BECOME A PARTY TO THE RIGHTS AGREEMENT. The Investors hereby agree to be bound by all of the terms and conditions of the Rights Agreement. The Investors shall contemporaneously herewith execute signature pages to the Rights Agreement. 2. AMENDMENT TO EXHIBIT A TO THE RIGHTS AGREEMENT. Exhibit A to the Rights Agreement is hereby amended to add the Investors as included in Exhibit A attached hereto. 3. CONSENT TO AMENDMENT BY THE INVESTORS. The Company hereby represents to the Investors that this Rights Agreement Amendment has been consented to by the existing shareholders of the Company by written consent action dated April 26, 2005. All defined terms used herein, shall have the same meaning as provided in the Rights Agreement unless otherwise defined herein. IN WITNESS WHEREOF, the parties hereto have executed this Rights Agreement Amendment as of the date first above written. COMPANY: BIOMIMETIC PHARMACEUTICALS, INC. By: /s/ Samuel E. Lynch ------------------------------------ Name: Samuel E. Lynch Title: CEO & Chairman INVESTOR: PINTO TECHNOLOGY VENTURES, L.P., a Delaware Limited Partnership By: Pinto Technology Ventures, GP, L.P., its General Partner By: Pinto TV GP Company, LLC, its General Partner By: ------------------------------------ Evan S. Melrose, MD, Managing Director INVESTOR: NORO-MOSELEY PARTNERS V, L.P. By: Moseley & Company V, LLC, its General Partner By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------- IN WITNESS WHEREOF, the parties hereto have executed this Rights Agreement Amendment as of the date first above written. COMPANY: BIOMIMETIC PHARMACEUTICALS, INC. By: ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- INVESTOR: PINTO TECHNOLOGY VENTURES, L.P, a Delaware Limited Partnership By: Pinto Technology Ventures, GP, L.P., its General Partner By: Pinto TV GP Company, LLC, its General Partner By: /s/ Evan S. Melrose ------------------------------------ Evan S. Melrose, MD, Managing Director INVESTOR: NORO-MOSELEY PARTNERS V, L.P. By: Moseley & Company V, LLC, its General Partner By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- IN WITNESS WHEREOF, the parties hereto have executed this Rights Agreement Amendment as of the date first above written. COMPANY: BIOMIMETIC PHARMACEUTICALS, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- INVESTOR: PINTO TECHNOLOGY VENTURES, L.P., a Delaware Limited Partnership By: Pinto Technology Ventures, GP, L.P., its General Partner By: Pinto TV GP Company, LLC, its General Partner By: -------------------------------------- Evan S. Melrose, MD, Managing Director INVESTOR: NORO-MOSELEY PARTNERS V, L.P. By: Moseley & Company V, LLC, its General Partner By: /s/ Russell R. French -------------------------------------- Name: Russell R. French Title: ----------------------------------- INVESTOR: AXIOM VENTURE PARTNERS III, L.P. By: /s/ Alan Mendelson -------------------------------------- Name: Alan Mendelson ------------------------------------ Title: General Partner INVESTOR: HSS VENTURES, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- INVESTOR: AXIOM VENTURE PARTNERS III, L.P. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- INVESTOR: HOSPITAL FOR SPECIAL SURGERY FUND, INC. By: /s/ John R. Reynolds -------------------------------------- Name: John R. Reynolds Title: CEO, President, Hospital for Special Surgery Fund, Inc. INVESTOR: /s/ Dr. Chris DiGiovanni 5/7/05 ---------------------------------------- Dr. Chris DiGiovanni 46 Clarke Rd. Darrington, RI 02806 EXHIBIT A AMENDMENT TO EXHIBIT A (TO ADD THE INVESTORS) NUMBER OF SHARES PURCHASED AGGREGATE NAME AND ADDRESS AT CLOSING PURCHASE PRICE - --------------------------------------- ---------- -------------- Pinto Technology Ventures, L.P. 338,696 3,999,999.76 Noro-Moseley Partners V L.P. 338,696 3,999,999.76 Axiom Venture Partners III, L.P. 148,180 1,750,005.80 Hospital for Special Surgery Fund, Inc. 10,585 125008.84 Dr. Chris DiGiovanni 2,117 25001.77