Amendment to Investor Rights Agreement among BioSource International, Genstar Capital Partners II, Stargen II LLC, Russell D. Hays, and George Uveges

Summary

This amendment updates the Investor Rights Agreement between BioSource International, Genstar Capital Partners II, Stargen II LLC, and adds Russell D. Hays and George Uveges as new investors. It grants the new investors certain registration rights for shares they purchased, while clarifying that some rights and obligations apply only to the original investors. All other terms of the original agreement remain unchanged. The amendment is effective as of September 18, 2000.

EX-4.5 6 0006.txt AMENDMENT TO INVESTOR RIGHTS AGREEMENT EXHIBIT 4.5 AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS AMENDMENT (this "Amendment"), dated as of September 18, 2000, by and among BIOSOURCE INTERNATIONAL, INC., a corporation organized under the laws of the State of Delaware (the "Company"); GENSTAR CAPITAL PARTNERS II, L.P., a Delaware limited partnership ("Genstar Capital Partners"); STARGEN II LLC, a Delaware limited liability company ("Stargen"); RUSSELL D. HAYS, an individual ("Hays"); and GEORGE UVEGES, an individual ("Uveges" and, together with Hays, the "New Investors" and, together with Hays, Genstar Capital Partners and Stargen, the "Investors"). RECITALS WHEREAS, the Company, Genstar Capital Partners and Stargen are parties to that certain Investor Rights Agreement dated February 15, 2000 (the "Agreement," capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Agreement); WHEREAS, the Company and Genstar Capital Partners, on the one hand, and the Company and the New Investors, on the other hand, have entered into certain purchase agreements dated September 15, 2000 and September 18, 2000, respectively (collectively, the "Purchase Agreements"), pursuant to which the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to Genstar Capital Partners and the New Investors an aggregate of 351,429 shares of the Company's Common Stock Stock, par value $0.001 per share (the "Shares"); and WHEREAS, in connection with the transactions contemplated by the Purchase Agreements, the Company and the Investors desire to amend the Agreement to provide to Genstar Capital Partners and the New Investors certain registration rights with respect to the Shares under the Securities Act, and applicable state securities laws. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors, intending to be legally bound, hereby agree as follows: 1. AMENDMENT TO DEFINITIONS. Section 1(b) of the Agreement is hereby amended to read as follows: (b) "REGISTRABLE SECURITIES" means (i) the shares of Common Stock of the Company issued to Genstar Capital Partners and the New Investors pursuant to certain purchase agreements dated September 15, 2000 and September 18, 2000, respectively, by and among the Company and Genstar Capital Partners, on the one hand, and the Company and the New Investors, on the other hand, and (ii) the shares of Common Stock of the Company issued or issuable to Genstar Capital Partners and Stargen upon conversion of the Series B Shares or upon exercise of the Warrants and any shares of capital stock issued or issuable, from time to time (with any adjustments), as a distribution on or in exchange for or otherwise with respect to the foregoing. Section 1 of the Agreement is hereby amended to add the following new subsections: (d) "INVESTORS" shall mean each of Genstar Capital Partners II, L.P. ("Genstar Capital Partners"), Stargen II LLC ("Stargen"), Russell D. Hays and George Uveges; provided, however, that neither Russell D. Hays nor George Uveges shall be deemed to be an "Investor" under Sections 10, 11, 12 or 13 of this Agreement. (e) "NEW INVESTORS" shall mean each of Russell D. Hays and George Uveges. 2. JOINDER. The Company and the Investors hereby agree that (i) the New Investors shall be deemed to be parties to the Agreement; and (ii) Genstar Capital Partners and the New Investors shall be entitled to all of the rights, benefits and privileges of Investors, and shall observe all of the obligations of Investors, under the Agreement with respect to the Shares held by each of them; provided, however, that none of the New Investors shall be deemed to be an "Investor" under Sections 10, 11, 12 or 13 of the Agreement, nor shall any of the New Investors be entitled to any of the rights, benefits or privileges inuring to the benefit of "Investors" under Sections 10, 11, 12 or 13 of the Agreement, such rights, benefits and privileges being reserved for the exclusive benefit of Genstar Capital Partners and Stargen. 3. ENTIRE AGREEMENT. This Amendment supersedes the Agreement solely with respect to the subject matter herein. All terms and provisions of the Agreement not affected by this Amendment remain binding and enforceable between Investors and the Company. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written. BIOSOURCE INTERNATIONAL, INC. By:/S/ JAMES CHAMBERLAIn ---------------------- James Chamberlain President and Chief Executive Officer GENSTAR CAPITAL PARTNERS II, L.P. By: Genstar Capital LLC Its General Partner By: /S/ JEAN-PIERRE L. CONTE ------------------------ Jean-Pierre L. Conte Managing Director STARGEN II LLC By: /S/ JEAN-PIERE L. CONTE ----------------------- Jean-Pierre L. Conte Managing Director /S/ RUSSELL D. HAYS --------------------------- Russell D. Hays /S/ GEORGE UVEGES --------------------------- George Uveges