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EXHIBIT 5
SECOND AMENDMENT
TO
INVESTOR RIGHTS AGREEMENT
THIS SECOND AMENDMENT (this "Second Amendment"), dated as of September 28,
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"); GEORGE UVEGES, an individual ("Uveges"); JEAN-PIERRE L.
CONTE, an individual ("Conte"); RICHARD F. HOSKINS, an individual ("Hoskins");
RICHARD D. PATERSON, an individual ("PATERSON"); and ROBERT J. WELTMAN, an
individual ("WELTMAN" and, together with Conte, Hoskins and Paterson, the "New
Investors" and, together with Conte, Hoskins, Paterson, Hays, Uveges, Genstar
Capital Partners and Stargen, the "Investors").
RECITALS
WHEREAS, the Company, Genstar Capital Partners, Stargen, Hays and Uveges
are parties to that certain Investor Rights Agreement dated February 15, 2000,
as amended by the Amendment to Investor Rights Agreement dated as of September
18, 2000 (as so amended, the "Agreement," capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the
Agreement);
WHEREAS, the Company, on the one hand, and Genstar Capital Partners and the
New Investors, on the other hand, have entered into that certain purchase
agreement dated September 15, 2000, as amended on September 28, 2000 (as so
amended, the "Purchase Agreement"), 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 300,000
shares of the Company's Common Stock, par value $0.001 per share (the "Shares");
and
WHEREAS, in connection with the transactions contemplated by the Purchase
Agreement, the Company and the Investors desire to amend the Agreement to
provide to Genstar Capital Partners and the New Investors, upon closing of the
purchase of the Shares pursuant to the Purchase Agreement, 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 Investors pursuant
to certain purchase agreements dated September 15, 2000 and September 18,
2000, respectively, by and among
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the Company, Genstar Capital Partners and the New Investors, on the one
hand, and the Company, Russell D. Hays and George Uveges, 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,
George Uveges, Jean-Pierre L. Conte, Richard F. Hoskins, Richard D.
Paterson and Robert J. Weltman; provided, however, that none of Russell D.
Hays, George Uveges, Jean-Pierre L. Conte, Richard F. Hoskins, Richard D.
Paterson or Robert J. Weltman shall be deemed to be an "Investor" under
Sections 10, 11, 12 or 13 of this Agreement.
(e) "New Investors" shall mean each of Jean-Pierre L. Conte, Richard
F. Hoskins, Richard D. Paterson and Robert J. Weltman.
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.
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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/ Russell D. Hays
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GENSTAR CAPITAL PARTNERS II, L.P.
By: Genstar Capital LLC
Its General Partner
By: /s/ Jean-Pierre L. Conte
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Jean-Pierre L. Conte
Managing Director
STARGEN II LLC
By: /s/ Jean-Pierre L. Conte
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Jean-Pierre L. Conte
Managing Director
/s/ Russell D. Hays
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Russell D. Hays
/s/ George Uveges
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George Uveges
/s/ Jean-Pierre L. Conte
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Jean-Pierre L. Conte
/s/ Richard F. Hoskins
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Richard F. Hoskins
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/s/ Richard D. Paterson
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Richard D. Paterson
/s/ Robert J. Weltman
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Robert J. Weltman
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