Second Amendment to Information and Registration Rights Agreement between Biosource Genetics Corporation and Investors

Summary

This amendment, dated October 10, 1991, is between Biosource Genetics Corporation and its investors. It updates their existing Information and Registration Rights Agreement to extend registration rights to new investors purchasing up to 750,000 shares of Series D Preferred Stock and related warrants. These new investors will have the same rights as previous investors regarding the registration of shares issued upon conversion. The agreement is governed by California law and is effective upon execution by the parties.

EX-4.4 5 ex4-4.txt 2ND AMEND / INFORMATION & REGISTRATION RIGHTS AGRM 1 Exhibit 4.4 SECOND AMENDMENT TO THE INFORMATION AND REGISTRATION RIGHTS AGREEMENT This Second Amendment to the Information and Registration Rights Agreement, as amended (the "Amendment"), is made as of October 10, 1991, by and among Biosource Genetics Corporation, a California corporation (the "Company"), and the persons listed on the attached Schedule A, including amendments thereto, who become signatories to this Amendment (collectively, the "Investors"). R E C I T A L S A. The Company and the Investors have entered into agreements for sale by the Company and purchase by the Investors of the Company's Convertible Securities. B. The Company and the Investors desire to provide for the rights of the Investors with respect to registration of the shares of common stock (the "Common Stock") issued upon conversion of the Company's Series D Preferred Stock and upon conversion of the Company's warrants issued together with the Company's Series D Preferred Stock (the "Warrants") according to the terms of the Information and Registration Rights Agreement dated as of October 11, 1990, as amended by the Amendment to the Information and Registration Rights Agreement dated as of October 11, 1990 (together, the "Agreement"). C. The Company and the Investors desire to amend the Agreement to grant to certain persons acquiring up to 750,000 shares of Series D Preferred Stock of the Company and Warrants to purchase up to 750,000 shares of the Company's Common Stock collectively, the "Series D Investors") on or after October 10, 1991, for a total aggregate consideration of $6.00 per share and $1.00 per Warrant, or approximately $5,250,000, Registration rights in accordance with the Agreement. THE PARTIES AGREE AS FOLLOWS: 1. Definitions. The Capitalized terms used in this Amendment without definition shall have the same meanings as set forth in the Agreement. 2. Grant of Registration Rights. In accordance with Section 9 of the Agreement, each of the Series D Investors hereto shall be considered an Investor for all purposes of the Agreement. 3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the state of California applicable to contracts entered into and wholly to be performed within the state of California by California residents. 5. Headings. The headings of the Sections of this Amendment are for convenience and shall not by themselves determine the interpretation of this Agreement. 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. THE COMPANY:* Biosource Genetics Corporation By: /s/ Kevin J. Ryan ---------------------------------- Kevin J. Ryan, President THE INVESTORS:* * Original signature pages and Schedule A are on file at the offices of the Company. 2