EXHIBIT 4.9
WAIVER TO
INVESTOR RIGHTS AGREEMENT
THIS WAIVER (this "WAIVER") is made as of September 18, 2000 with respect
to the Investor Rights Agreement (the "AGREEMENT") dated as of February 15, 2000
by and among BioSource International, Inc., a Delaware corporation (the
"COMPANY"), Genstar Capital Partners II, L.P., a Delaware limited partnership,
and Stargen II LLC, a Delaware limited liability company (together, the
"INVESTORS") (capitalized terms used herein and not defined herein shall have
the meanings given such terms in the Agreement).
RECITALS
WHEREAS, the Agreement provides the Investors with a right of first
negotiation for the purchase of Additional Securities pursuant to Section 11 of
the Agreement and a preemptive right to purchase Additional Securities pursuant
to Section 12 of the Agreement; and
WHEREAS, the Investors wish to waive these provisions in connection with
the Company's issuance of up to an aggregate of 331,050 shares of its Common
Stock pursuant to certain purchase agreements dated September 15, 2000 and
September 18, 2000 (the "TRANSACTION").
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, the Investors
hereby agree as follows:
1. The Investors hereby waive their rights under Section 11 and Section 12
of the Agreement, solely with respect to the Transaction.
2. Except as stated above, the terms of the Agreement shall remain in
effect and unchanged by this Waiver.
3. This Waiver may be executed in any number of counterparts or by
facsimile, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Investors, intending to be legally bound, have duly
executed this Waiver to become effective as of the date first above written.
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-PIERRE L. CONTE
---------------------------------
Jean-Pierre L. Conte
Managing Director
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