<PAGE> 52
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
July 28, 2000 by and among (i) BioSphere Medical, Inc., a Delaware corporation
(the "Company"), (ii) each person listed on Exhibit A attached hereto
(collectively, the "Initial Investors" and each individually, an "Initial
Investor"), and (iii) each person or entity that subsequently becomes a party to
this Agreement pursuant to, and in accordance with, the provisions of Section 12
hereof (collectively, the "Investor Permitted Transferees" and each individually
an "Investor Permitted Transferee").
WHEREAS, the Company has agreed to issue and sell to the Initial
Investors, and the Initial Investors have agreed to purchase from the Company,
1,154,900 shares (the "Purchased Shares") of the Company's common stock, $0.01
par value per share (the "Common Stock"), all upon the terms and conditions set
forth in that certain Stock Purchase Agreement, dated of even date herewith,
between the Company and the Initial Investors (the "Stock Purchase Agreement");
and
WHEREAS, the terms of the Stock Purchase Agreement provide that it
shall be a condition precedent to the closing of the transactions thereunder for
the Company and the Initial Investors to execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
1. DEFINITIONS. The following terms shall have the meanings provided
therefor below or elsewhere in this Agreement as
-----------
described below:
"Board" shall mean the board of directors of the Company.
"Closing" shall have the meaning ascribed to such term in the Stock
Purchase Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and all of the rules and regulations promulgated thereunder.
"Investors" shall mean, collectively, the Initial Investors and the
Investor Permitted Transferees; provided, however, that the term "Investors"
shall not include any of the Initial Investors or any of the Investor Permitted
Transferees that ceases to own or hold any Purchased Shares.
"Majority Holders" shall mean, at the relevant time of reference
thereto, those Investors holding and/or having the right to acquire, as the case
may be, more than fifty percent (50%) of the Registrable Shares held by all of
the Investors.
"Qualifying Holder" shall have the meaning ascribed thereto in Section
12 hereof.
"Registrable Shares" shall mean the Purchased Shares and any shares of
capital stock issued or issuable, from time to time, upon any reclassification,
share combination, share subdivision, stock split, share dividend, merger,
consolidation or similar transaction or event or otherwise as a distribution on,
in exchange for or with respect to any of the foregoing, provided, however, such
term shall not, after the Mandatory Registration Termination Date, apply to any
such Shares.
<PAGE> 53
"Rule 144" shall mean Rule 144 promulgated under the Securities Act and
any successor or substitute rule, law or provision.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended, and
all of the rules and regulations promulgated thereunder.
2. EFFECTIVENESS; TERMINATION. This Agreement shall become effective and
legally binding only if the Closing occurs.
--------------------------
3. MANDATORY REGISTRATION.
----------------------
(a) The Company will prepare and file with the SEC within thirty (30) days of
the date hereof a registration statement on Form S-3 for the purpose of
registering under the Securities Act all of the Registrable Shares for resale
by, and for the account of, the Investors as selling stockholders thereunder
(the "Registration Statement"). The Registration Statement shall permit the
Investors to offer and sell, on a delayed or continuous basis pursuant to Rule
415 under the Securities Act, any or all of the Registrable Shares. The Company
agrees to use its best efforts to cause the Registration Statement to become
effective as soon as practicable within 120 days of the date hereof. The Company
shall be required to keep the Registration Statement effective until such date
that is the earliest of (i) the date when all of the Registrable Shares
registered thereunder shall have been sold by the Initial Investors and the
Investor Permitted Transferees, or (ii) the second anniversary of the Closing or
(iii) such time as all of the Registrable Shares registered thereunder can be
sold within any given three-month period without regard to the trading volume of
the Common Stock pursuant to Rule 144, subject to extension as set forth below
(such earliest date is referred to herein as the "Mandatory Registration
Termination Date"). Thereafter, the Company shall be entitled to withdraw the
Registration Statement and the Investors shall have no further right to offer or
sell any of the Registrable Shares pursuant to the Registration Statement (or
any prospectus relating thereto). In the event the right of the selling
Investors to use the Registration Statement (and the prospectus relating
thereto) is delayed or suspended pursuant to Sections 4(c) or 11 hereof, the
Company shall be required to extend the Mandatory Registration Termination Date
beyond the second anniversary of the Closing by the same number of days as such
delay or Suspension Period (as defined in Section 11 hereof).
(b) The offer and sale of the Registrable Shares pursuant to the Registration
Statement shall not be underwritten.
4. OBLIGATIONS OF THE COMPANY. In connection with the Company's obligation under
Section 3 hereof to file the Registration Statement with the SEC and to use its
best efforts to cause the Registration Statement to become effective as soon as
practicable, the Company shall, as expeditiously as reasonably possible:
(a) At all times from and after the effective date of the Registration Statement
until the Mandatory Registration Termination Date (such period, the
"Registration Period"), prepare and file with the SEC such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Shares covered by the
Registration Statement and to use its reasonable best efforts to take all other
actions as may be necessary to ensure to the holders of Registrable Shares the
ability to effect the public resale of their Registrable Shares continuously
throughout the Registration Period;
<PAGE> 54
(b) Furnish to the selling Investors without charge such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents (including, without
limitation, prospectus amendments and supplements as are prepared by the Company
in accordance with Section 4(a) above) as the selling Investors may reasonably
request in order to facilitate the disposition of such selling Investors'
Registrable Shares;
(c) Notify the selling Investors promptly, (i) at any time when a prospectus
relating to the Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in or relating to the Registration Statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading; and, thereafter, the Company will promptly
prepare (and, when completed, give notice to each selling Investor) a supplement
or amendment to such prospectus so that, as thereafter delivered to the
purchasers of such Registrable Shares, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein not misleading; provided that upon such notification by
the Company, the selling Investors will not offer or sell Registrable Shares
until the Company has notified the selling Investors that it has prepared a
supplement or amendment to such prospectus and delivered copies of such
supplement or amendment to the selling Investors (it being understood and agreed
by the Company that the foregoing proviso shall in no way diminish or otherwise
impair the Company's obligation to promptly prepare a prospectus amendment or
supplement as above provided in this Section 4(c) and deliver copies of same as
above provided in Section 4(b) hereof); (ii) when the prospectus or any
prospectus supplement or post-effective amendment has been filed, and, with
respect to the Registration Statement or any post-effective amendment thereto,
when the same has become effective; and (iii) of the issuance by the SEC of any
stop order or other order suspending the effectiveness of the Registration
Statement, or any order issued by any state securities commission or other
regulatory authority suspending the qualification or exemption from
qualification of such Registrable Shares under state securities or "blue sky"
laws. If at any time the Company shall receive any such stop order suspending
the effectiveness of the Registration Statement, or any such order from a state
securities commission or other regulatory authority, the Company shall use its
best efforts to obtain the withdrawal or lifting of such order at the earliest
possible time.
(d) Use commercially reasonable efforts to register and qualify the Registrable
Shares covered by the Registration Statement under such other securities or Blue
Sky laws of such jurisdictions as shall be reasonably appropriate in the opinion
of the Company or as may be reasonably requested by the selling Investors,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, and
(e) otherwise use its reasonable best efforts to comply with all applicable
rules and regulations of the SEC;
(f) use its reasonable best efforts to cause all Registrable Shares to be listed
on each securities exchange or market, if any, on which the Common Stock or
other equity securities issued by the Company are then listed; and
(g) use its reasonable best efforts to take all other steps necessary to effect
the registration of the Registrable Shares contemplated hereby.
<PAGE> 55
5. LIMITATION ON PUBLIC OFFERINGS. The Company agrees that until the date on
which the Registration Statement has been declared effective by the SEC, the
Company will not file a registration statement for the purpose of registering
for sale to the public shares of its Common Stock (other than a registration
statement on Form S-4 or S-8 or their respective successors, or any other form
of registration statement for a similar limited purpose, or any other
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation). Other than with
respect to the securities being registered pursuant to the Stock and Warrant
Purchase Agreements, by and between the Company and certain investors, dated
February 4, 2000 among the Company and certain investors, the Company shall not,
and will not agree to, allow the holders of any securities of the Company to
include any of their securities in any Registration Statement under this
Agreement without the consent of the Majority Holders.
6. FURNISH INFORMATION. It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Agreement that the selling
Investors shall furnish to the Company such information regarding them and the
securities held by them as the Company shall reasonably request and as shall be
required in order to effect any registration by the Company pursuant to this
Agreement.
7. EXPENSES OF REGISTRATION. All expenses incurred in connection with the
registration of the Registrable Shares pursuant to this Agreement (excluding
underwriting, brokerage and other selling commissions and discounts), including
without limitation all registration and qualification and filing fees, printing,
and fees and disbursements of counsel for the Company and all other internal
expenses of the Company, shall be borne by the Company.
8. DELAY OF REGISTRATION. Neither the Company nor the Investors shall
take any action to enjoin or otherwise delay any
registration as the result of any controversy which might arise with respect to
the interpretation or implementation of this Agreement.
9. INDEMNIFICATION.
---------------
(a) To the extent permitted by law, the Company will indemnify and hold harmless
each selling Investor, any broker/dealer acting on behalf of any selling
Investors and each officer and director of such selling Investor, such
broker/dealer and each person, if any, who controls such selling Investor or
broker/dealer within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which they may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue or alleged untrue statement of any material fact contained in
the Registration Statement, in any preliminary prospectus or final prospectus
relating thereto or in any amendments or supplements to the Registration
Statement or any such preliminary prospectus or final prospectus, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading; and will reimburse such selling Investor, such
broker/dealer or such officer, director or controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 9(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, damage, liability or action to the extent that it arises
out of or is based upon an untrue statement or alleged untrue statement or
omission made in connection with the Registration Statement, any preliminary,
prospectus or final prospectus relating thereto or any amendments or supplements
to the Registration Statement or any such preliminary prospectus or final
prospectus, in reliance upon and in conformity with written information
furnished expressly for use in connection with the Registration Statement or any
such preliminary prospectus or final prospectus by the selling Investors or
controlling person with respect to them.
<PAGE> 56
(b) To the extent permitted by law, each selling Investor will severally and not
jointly indemnify and hold harmless the Company, each of its directors, each of
its officers who have signed the Registration Statement, each person, if any,
who controls the Company within the meaning of the Securities Act, or any
broker/dealer acting on behalf of the Company or any selling Investors, and all
other selling Investors against any losses, claims, damages or liabilities to
which the Company or any such director, officer, controlling person, or
broker/dealer or such other selling Investor may become subject to, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
untrue or alleged untrue statement of any material fact contained in the
Registration Statement or any such preliminary prospectus, relating thereto or
in any amendments or supplements to the Registration Statement or any such
preliminary prospectus or final prospectus, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
or necessary to make the statements therein not misleading, in each case to the
extent and only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration
Statement, in any preliminary prospectus or final prospectus relating thereto or
in any amendments or supplements to the Registration Statement or any such
preliminary prospectus or final prospectus, in reliance upon and in conformity
with written information furnished by the selling Investor expressly for use in
connection with the Registration Statement, or any preliminary prospectus or
final prospectus; and such selling Investor will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, undertaker, broker/dealer or other selling Investor in
connection with investigating or defending any such loss, claim damage,
liability or action, provided, however, that the aggregate liability of each
selling Investor hereunder (together with any liability for contribution under
Section 9(e)) shall be limited to the proceeds (net of underwriting discounts,
fees, commissions and any other expenses payable by such selling Investor)
received by such selling Investor from the sale of Registrable Shares covered by
the Registration Statement, and provided, further, however, that the indemnity
agreement contained in this Section 9(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of those selling Investor(s) against
which the request for indemnity is being made (which consent shall not be
unreasonably withheld).
(c) Promptly after receipt by an indemnified party under this Section 9 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 9, notify the indemnified party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in and, to the
extent the indemnifying party desires, jointly with any other indemnifying party
similarly noticed, to assume at its expense the defense thereof with counsel
mutually satisfactory to the indemnifying parties with the consent of the
indemnified party which consent will not be unreasonably withheld, conditioned
or delayed. In the event that the indemnifying party assumes any such defense,
the indemnified party may participate in such defense with its own counsel and
at its own expense (unless the indemnifying party and indemnified party shall
have mutually agreed to the retention of such counsel or the named parties in
any such proceeding include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them),
provided, however, that the counsel for the indemnifying party shall act as lead
counsel in all matters pertaining to such defense or settlement of such claim
and the indemnifying party shall only pay for such indemnified party's expenses
for the period prior to the date of its participation on such defense. The
failure to notify an indemnifying party promptly of the commencement of any such
action will not relieve it from any liability which it may have to any
indemnified party under this Section 9 (except to the extent that such failure
materially and adversely affects the indemnifying party's ability to defend such
action) or from any liability otherwise than under this Section 9.
<PAGE> 57
(d) Notwithstanding anything to the contrary herein, the indemnifying party
shall not be entitled to settle any claim, suit or proceeding unless in
connection with such settlement the indemnified party receives an unconditional
release with respect to the subject matter of such claim, suit or proceeding and
such settlement does not contain any admission of fault by the indemnified
party.
(e) If the indemnification provided for in this Section 9 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages, liabilities or expenses (or
actions or proceedings in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) in such proportion as is appropriate to
reflect the relative fault of the Company on the one hand and the Investors on
the other in connection with the statements or omissions or other matters which
resulted in such losses, claims, damages, liabilities or expenses (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, in the
case of an untrue statement, whether the untrue statement relates to information
supplied by the Company on the one hand or an Investor on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement. The Company and the Investors agree
that it would not be just and equitable if contribution pursuant to this
subsection (e) were determined by pro rata allocation (even if the Investors
were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to above in this subsection (e). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (e), no Investor
shall be required to contribute any amount in excess of the proceeds (net of
underwriting discounts, fees, commissions and any other expenses payable by such
selling Investor) received by such selling Investor from the sale of Registrable
Shares covered by the Registration Statement. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Investors' obligations in this subsection to
contribute are several in proportion to their sales of Registrable Shares to
which such loss relates and not joint.
10. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the
Investors the benefits of Rule 144 and any other rule or regulation of the SEC
that may at any time permit the Investors to sell the Purchased Shares to the
public without registration, the Company agrees to use reasonable best efforts:
(i) to make and keep public information available, as those terms are understood
and defined in the General Instructions to Form S-3, or any successor or
substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner
all reports and other documents required to be filed by an issuer of securities
registered under the Securities Act or the Exchange Act, (iii) as long as any
Investor owns any Purchased Shares, to furnish in writing upon such Investor's
request a written statement by the Company that it has complied with the
reporting requirements of Rule 144 and of the Securities Act and the Exchange
Act, and to furnish to such Investor a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
by the Company as may be reasonably requested in availing such Investor of any
rule or regulation of the SEC permitting the selling of any such Purchased
Shares without registration and (iv) undertake any additional actions reasonably
necessary to maintain the availability of the Registration Statement or the use
of Rule 144.
<PAGE> 58
11. DEFERRAL. Notwithstanding anything in this Agreement to the contrary, if the
Company shall furnish to the selling Investors a certificate signed by the
President of the Company stating that the Board of Directors of the Company has
made the good faith determination, based on advice of counsel, (i) that
continued use by the selling Investors of the Registration Statement for
purposes of effecting offers or sales of Registrable Shares pursuant thereto
would require, under the Securities Act, premature disclosure in the
Registration Statement (or the prospectus relating thereto) of material,
nonpublic information concerning the Company, its business or prospects or any
proposed material transaction involving the Company, (ii) that such premature
disclosure would be materially adverse to the Company, its business or prospects
or any such proposed material transaction or would make the successful
consummation by the Company of any such material transaction significantly less
likely and (iii) that it is therefore essential to suspend the use by the
Investors of such Registration Statement (and the prospectus relating thereto)
for purposes of effecting offers or sales of Registrable Shares pursuant
thereto, then the right of the selling Investors to use the Registration
Statement (and the prospectus relating thereto) for purposes of effecting offers
or sales of Registrable Shares pursuant thereto shall be suspended for a period
(the "Suspension Period") of not more than 60 days for any single suspension
event after delivery by the Company of the certificate referred to above in this
Section 11; provided, however that the Company shall not utilize this right more
than twice in any 12-month period and not sooner than 30 days after the end of
the prior Suspension Period; and provided, further that the right of selling
Investors shall not be suspended for more than an aggregate of 90 days in any
12-month period. During the Suspension Period, none of the Investors shall offer
or sell any Registrable Shares pursuant to or in reliance upon the Registration
Statement (or the prospectus relating thereto).
12. TRANSFER OF REGISTRATION RIGHTS. None of the rights of any Investor under
this Agreement shall be transferred or assigned to any person unless (i) such
person is a Qualifying Holder (as defined below), and (ii) such person agrees to
become a party to, and bound by, all of the terms and conditions of, this
Agreement by duly executing and delivering to the Company an instrument of
adherence in the form prescribed by the Company. For purposes of this Section
12, the term "Qualifying Holder" shall mean, with respect to any Investor, (i)
any partner thereof, (ii) any affiliate of such Investor or a partner of an
affiliate or any corporation, partnership, limited liability company or other
entity or person controlling, controlled by, or under common control with, such
Investor or any partner thereof, or (iii) any other direct transferee from such
Investor of at least 25% of those Registrable Shares held or that may be
acquired by such Investor. None of the rights of any Investor under this
Agreement shall be transferred or assigned to any Person (including, without
limitation, a Qualifying Holder) that acquires Registrable Shares in the event
that and to the extent that such Person is eligible to resell such Registrable
Shares pursuant to Rule 144(k) of the Securities Act.
13. ENTIRE AGREEMENT. This Agreement constitutes and contains the entire
---------------- agreement and understanding of the parties with
respect to the subject matter hereof, and it also supersedes any and all prior
negotiations, correspondence, agreements or understandings with respect to the
subject matter hereof.
14. MISCELLANEOUS.
-------------
(a) This Agreement may not be amended, modified or terminated, and no rights or
provisions may be waived, except with the written consent of the Majority
Holders and the Company; provided that no such amendment, modification,
termination or waiver shall affect any Investor or group of Investors
differently from all Investors, except with the written consent of such Investor
or group of Investors.
<PAGE> 59
(b) This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Massachusetts, and shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors or assigns, provided that the terms and
conditions of Section 12 hereof are satisfied. This Agreement shall also be
binding upon and inure to the benefit of any transferee of any of the Purchased
Shares, provided that the terms and conditions of Section 12 hereof are
satisfied. Notwithstanding anything in this Agreement to the contrary, if at any
time any Investor shall cease to own any Registrable Shares, all of such
Investor's rights under this Agreement shall immediately terminate.
(c) (i) Any notices, reports or other correspondence (hereinafter collectively
referred to as "correspondence") required or permitted to be given hereunder
shall be sent by courier (overnight or same day) or fax or delivered by hand to
the party to whom such correspondence is required or permitted to be given
hereunder. The date of giving any notice shall be the date of its actual
receipt.
(ii) All correspondence to the Company shall be addressed as follows:
----------------------------------------------------------------
BioSphere Medical, Inc.
1050 Hingham Street
Rockland, MA 02370
Attention: President
Fax: 781-681-5093
with a copy to:
Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attention: John H. Chory, Esq.
Fax: 617-526-5000
(iii) All correspondence to any Investor shall be sent to such Investor at the
address set forth in Exhibit A.
with a copy to:
Morrison & Foerster
1290 Avenue of the Americas
New York, New York 10104-0012
Attention: Jeff Marcus, Esq.
Fax: 212-468-7900
(d) Any entity may change the address to which correspondence to it is to
be addressed by notification as provided for herein.
(e) The parties acknowledge and agree that in the event of any breach of this
Agreement, remedies at law may be inadequate, and each of the parties hereto
shall be entitled to seek specific performance of the obligations of the other
parties hereto and such appropriate injunctive relief as may be granted by a
court of competent jurisdiction.
(f) This Agreement may be executed in a number of counterparts, an of which
together shall for all purposes constitute one Agreement, binding on all the
parties hereto notwithstanding that all such parties have not signed the same
counterpart.
<PAGE> 60
15. ADDITIONAL INVESTORS. The parties agree and acknowledge that the Company
may, in its sole discretion and without obtaining the consent of any Initial
Investor, issue and sell additional shares of its Common Stock to one or more
additional purchasers pursuant to the Stock Purchase Agreement and that in such
event, such additional purchasers will become parties to this Agreement by
signing a signature page hereto. Upon execution of such signature page, such
parties shall be deemed "Initial Investors" and "Investors" hereunder and shall
be deemed to be added to EXHIBIT A hereto, and the shares of Common Stock so
purchased shall be deemed to be "Purchased Shares" and "Registrable Shares"
hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.
BIOSPHERE MEDICAL, INC.
By: /S/John Carnuccio
------------------
Name: John Carnuccio
Title: President
<PAGE> 61
PURCHASER SIGNATURE PAGE
The undersigned Purchaser hereby executes the Registration Rights Agreement
with BioSphere Medical, Inc. and hereby authorizes this signature page to be
attached to a counterpart of such documents executed by a duly authorized
officer of BioSphere Medical, Inc.
Name of Purchaser - PLEASE
PRINT OR TYPE
[SIGN HERE]:
By: /S/
----------------------------
Title:
-------------------------
Address:
-----------------------
<PAGE> 62
Exhibit A
Schedule of Investors - First Closing
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Purchaser Purchased
------------------------------------- -----------------
<S> <C>
Pequod Investments, L.P.
450 Park Avenue, 28th Floor
New York, NY 10022 TIN: 13-3746010 49,800
Pequod International, LTD
450 Park Avenue, 28th Floor
New York, NY 10022 TIN: 13-3746010 20,100
Richter Investment Corp.
450 Park Avenue
New York, NY 10022 TIN: 13-3514730 5,000
Domain Public Equity Partners L.P.
One Palmer Square, Suite 515
Princeton, NJ 08542 TIN: 22-3714573 80,000
United Capital Management, Inc.
410 17th Street, # 1705
Denver, CO 80202 TIN: 84-1441847 181,818
Rudman Partners, L.P.
540 Madison Avenue
New York, NY 10022 TIN: 13-3367586 90,909
Summer Hill Partners L.P.
6800 Cintas Blvd.
Mason, OH 45040 TIN: 31-1196101 45,455
Sepracor Inc.
111 Locke Drive
Marlborough, MA 01752
TIN: 222536587 454,545
Pharma w/Health
c/o Merlin BioMed Group
230 Park Avenue, Suite 928
New York, NY 10169
TIN: None 136,363
Castle Creek Healthcare Partners LLC
c/o Castle Creek Partners LLC
77 West Wacker Drive, Suite 4040
Chicago, IL 60601
TIN: 52-2137654 72,728
CCL Fund LLC
c/o Castle Creek Life Science
Partners LLC
77 West Wacker Drive, Suite 4040
Chicago, IL 60601
TIN: 36-4334064 18,182
-----------------
TOTALS: 1,154,900
=================
</TABLE>
<PAGE> 63
Schedule of Investors - Additional Closing
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Purchaser Purchased
------------------------------------- -----------------
<S> <C>
Teton Partners
c/o Noble Partners, L.P.
101 Federal Street
Boston, MA 02110 TIN: 04-3116395 50,000
Jane Macrae
c/o Roger Amonica
Morgan Stanley Dean Witter
Four Headquarters Plaza
North Tower, 10th Floor
P.O. Box 1903
Morristown, NJ 07962
TIN: 59-6802915 10,000
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TOTALS: 60,000
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