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EXHIBIT 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 351,428 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
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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.
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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/ James Chamberlain
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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
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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
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