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Exhibit 10.22
CELLOMICS, INC.
635 WILLIAM PITT WAY
PITTSBURGH, PA 15238
October 2, 2000
Beckman Coulter, Inc.
Attn: Hung Bui
4300 North Harbor Boulevard
Mail Stop B34AA
Fullerton CA 92834-3100
Re: Cellomics, Inc. - Notice of Sale
Dear Beckman Coulter, Inc.:
Cellomics, Inc. (the "Company") has entered into a transaction through
which it issued and sold in a private placement One Million Six Hundred
Forty-Five Thousand Six Hundred Thirty-Nine (1,645,639) shares of the Company's
Series C Preferred Stock (the "Shares") at Eighteen and 23/100 Dollars ($18.23)
per share (the "Series C Financing") upon certain terms and conditions as are
set forth in that Series C Preferred Stock Purchase Agreement dated September
27, 2000 by and among the Company and the Purchasers listed on Exhibit A
thereto.
Pursuant to Section 7.1(b) of that certain Common Stock Purchase
Agreement dated June 9, 2000 (the "Agreement") by and between the Company and
Beckman Coulter, Inc. ("Beckman"), Beckman is entitled to certain purchase
rights in the event that the Company sells certain Common Stock or Common Stock
Equivalents (as such terms are defined in the Agreement). Specifically, Beckman
is entitled to purchase that number of shares of Common Stock sufficient to
maintain Beckman's proportionate beneficial ownership interest in the Company
(the "Purchase Rights"). Pursuant to the Agreement, Beckman may exercise its
Purchase Rights by delivering a written notice of acceptance (the "Acceptance
Notice") to the Company within twenty (20) days after Beckman receives written
notice of the Company's sale of Common Stock or Common Stock Equivalents.
The Shares sold in the Series C Financing constitute Common Stock
Equivalents within the meaning of the Agreement, thereby triggering the Purchase
Rights and entitling Beckman to purchase up to Fifty-Two Thousand Seven Hundred
Eleven (52,711) shares of Common Stock at Eighteen and 23/100 Dollars ($18.23)
per share.
This letter constitutes the written notice of the sale (the "Notice of
Sale") as required by Section 7(b) of the Agreement in respect of the Series C
Financing. Attached to this Notice of Sale are: (1) Amendment to Common Stock
Purchase Agreement; (2) Acceptance Notice; (3) Waiver of 20-Day Exercise Period;
and (4) Wire Instructions.
In the event that Beckman desires to purchase any portion of its
Purchase Rights, please have a duly authorized representative of Beckman execute
the attached Amendment to Common
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Stock Purchase Agreement, Acceptance Notice and Waiver of 20-Day Exercise
Period, and wire an amount equal to $18.23 multiplied by the number of shares
which Beckman desires to exercise its Purchase Rights to acquire (which would be
a maximum of Nine Hundred Sixty Thousand Nine Hundred Twenty-One and 53/100
Dollars ($960,921.53) in the event that Beckman desires to exercise Purchase
Rights for all 52,711 shares which it is entitled to acquire) on or before
October 11, 2000. However, regardless of whether Beckman chooses to purchase any
portion of its Purchase Rights for the Series C Financing, please execute and
return the attached Waiver of 20-Day Exercise Period.
If you should have any questions, please call.
CELLOMICS, INC.
By: /s/ LEROY L. METZ
----------------------
LeRoy L. Metz
Secretary
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ACCEPTANCE NOTICE - SERIES C PREFERRED STOCK FINANCING
Pursuant to Section 7(b) of that certain Common Stock Purchase
Agreement dated June 9, 2000 (the "Agreement") by and between Beckman Coulter,
Inc. ("Beckman") and Cellomics, Inc. (the "Company"), please allow this letter
to serve as the required Acceptance Notice that:
In connection with the issuance and sale of 1,645,639 shares of Series
C Preferred Stock of the Company at $18.23 per share and in accordance
with the purchase rights provided to Beckman in the Agreement, Beckman
hereby elects to purchase __________ shares of Common Stock of
Cellomics, Inc. at $18.23 per share and hereby agrees to wire an amount
equal to $_________________________.
Beckman Coulter, Inc.
By: __________________________
Name: ________________________
Title: _______________________
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WAIVER OF 20-DAY EXERCISE PERIOD
SERIES C PREFERRED STOCK FINANCING
Pursuant to Section 7(b) of that certain Common Stock Purchase
Agreement dated June 9, 2000 (the "Agreement") by and between Beckman Coulter,
Inc. ("Beckman") and Cellomics, Inc. (the "Company"), Beckman is entitled to
certain purchase rights (the "Purchase Rights") in the event that the Company
sells certain Common Stock and Common Stock Equivalents (as such terms are
defined in the Agreement). The Company has entered into a transaction through
which it issued and sold in a private placement One Million Six Hundred
Forty-Five Thousand Six Hundred Thirty-Nine (1,645,639) shares of the Company's
Series C Preferred Stock at Eighteen and 23/100 Dollars ($18.23) per share (the
"Series C Financing") upon certain terms and conditions as are set forth in that
Series C Preferred Stock Purchase Agreement dated September 27, 2000 by and
among the Company and the Purchasers listed on Exhibit A thereto. Beckman may
exercise its Purchase Rights during the period commencing on the date that
Beckman receives the Company's notice of the sale (the "Notice of Sale") and
ending twenty (20) days thereafter. By the signature below, Beckman acknowledges
receipt of the Company's Notice of Sale and expressly waives the 20-day period
during which to exercise its Purchase Rights in the Company's Series C
Financing.
Beckman Coulter, Inc.
By: ____________________________
Name: __________________________
Title: _________________________
