▇▇▇▇▇▇ SCIENTIFIC INTERNATIONAL INC.
EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement") dated as of March 29, 1999
by and among ▇▇▇▇▇▇ SCIENTIFIC INTERNATIONAL INC., a Delaware corporation
(the "Company"), ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund III, L.P. ("THL"), certain
individuals associated with THL listed on Schedule I attached hereto, THL-
CCI Limited Partnership ("THL-CCI"), THL Foreign Fund III, L.P. and the THL
FSI Equity Investors, L.P. ("THL/FSI" and collectively with THL, the
individuals listed on Schedule I, THL-CCI and THL Foreign Fund III, L.P.,
the "THL Entities").
WHEREAS, the THL Entities own common stock, par value $.01 per share,
of the Company (the "Common Stock") acquired through a recapitalization
transaction (the "Transaction"), pursuant to that certain Second Amended
and Restated Agreement and Plan of Merger, dated as of November 14, 1997,
as amended (the "Merger Agreement"), by and between the Company and FSI
Merger Corp., a Delaware corporation; and
WHEREAS, the THL Entities wish to exchange certain of their shares of
Common Stock on a share-for-share basis for shares of the Company's Series
B Non-Voting Common Stock, par value $.01 per share (the "Series B Non-
Voting Common Stock"), subject to the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties to this Agreement, intending to be legally bound,
mutually agree as follows:
ARTICLE I
Exchange of Shares
1.1 Exchange of Shares. Subject to the terms and conditions of this
Agreement, each THL Entity agrees to exchange (the "Share Exchange") on a
share-for-share basis the number of shares (the "Voting Shares") of Common
Stock set forth opposite such THL Entity's name on Exhibits A and B
attached hereto in exchange for an equivalent number of shares (the "Non-
Voting Shares") of the Company's Series B Non-Voting Common Stock. Each
THL Entity hereby acknowledges that the number of shares set forth opposite
its name on Exhibits A and B constitutes the full, entire and correct
number of shares to be exchanged by it pursuant to this Agreement.
1.2 Delivery of Shares. In consideration of and in exchange for the
shares of Series B Non-Voting Common Stock to be delivered by the Company
hereunder, each THL Entity shall deliver to the Company at the Closing (as
hereinafter defined), the aggregate number of Voting Shares set forth
opposite such THL Entity's name on Exhibits A and B.
1.3 Closing. The closing of the Share Exchange (the "Closing") shall
occur on March 29, 1999 at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ &
▇▇▇▇ LLP, New York, New York, or at such other time and place as the
Company and the THL Entities may agree (the "Closing Date"). In
consideration of the exchange by each THL Entity of the Voting Shares, the
Company shall deliver to each THL Entity at the Closing a certificate or
certificates evidencing the number of shares of Series B Non-Voting Common
Stock to be acquired by each THL Entity, as set forth on Exhibits A and B.
ARTICLE II
Representations and Warranties of the Company
The Company represents and warrants to each THL Entity that:
2.1 Organization and Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite corporate power and authority to
carry on its business as now conducted and as proposed to be conducted.
2.2 Capitalization. Immediately prior to the Closing, the authorized
capital of the Company consists of (or will consist of at the Closing)
100,000,000 shares of Common Stock and 15,000,000 shares of preferred
stock, par value $.01 per share, of which 500,000 shares are designated
Series A Junior Participating Preferred Stock. As of the close of business
on March 22, 1999, 40,073,935 shares of Common Stock were issued and
outstanding, and 43,665 shares of Common Stock were held in treasury. The
Company has no shares of Preferred Stock issued and outstanding. As of the
close of business March 22, 1999, except for (i) 10,000,000 shares of
Common Stock reserved for issuance pursuant to outstanding options and
rights granted under the stock plans, (ii) 2,583,315 shares of Common Stock
reserved for issuance pursuant to outstanding warrants and (iii) 500,000
shares of Junior Preferred Stock reserved for issuance upon exercise of
certain rights, there are not now, and at the effective time of the Share
Exchange there will not be, any existing options, warrants, calls,
subscriptions, or other rights, or other agreements or commitments,
obligating the Company to issue, transfer or sell any shares of capital
stock of the Company or any of its subsidiaries.
2.3 Authorization. All corporate action on the part of the Company
necessary for the authorization, execution, delivery and performance of
this Agreement by the Company and for the authorization, issuance and
delivery of the Non-Voting Shares has been taken. This Agreement, when
executed and delivered by all parties hereto, shall constitute the valid
and legally binding obligation of the Company and shall be enforceable
against the Company in accordance with its terms, except to the extent
enforceability may be limited by bankruptcy laws, insolvency laws,
reorganization laws, moratorium laws or other laws affecting creditors'
rights generally and except to the extent enforceability may be limited by
general equitable principles.
2.4 Validity of Shares. The Non-Voting Shares, when issued, sold and
delivered in accordance with the terms of this Agreement, shall be duly and
validly issued, fully paid and nonassessable.
2.5 Securities Act. The exchange of Non-Voting Shares in accordance
with the terms of this Agreement (assuming the accuracy of the
representations and warranties of the THL Entities contained in Article III
hereof) is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act").
2.6 Non-Contravention. The execution and delivery of this
Agreement by the Company does not, and the consummation by the Company of
the transactions contemplated hereby and the performance by the Company of
the obligations which it is obligated to perform hereunder will not, (a)
violate any provision of the articles of association, by-laws, agreement of
limited partnership or other organizational documents of the Company, (b)
violate in any material respect any material law, regulation, rule, order,
judgment or decree to which the Company is subject, (c) violate in any
material respect, result in the termination or the acceleration of, or
conflict with in any material respect or constitute a material default
under, any material mortgage, indenture, lease, franchise, license, permit,
agreement or instrument (each, a "Contract") to which the Company is a
party or by which any of its assets or properties are bound.
2.7 Consents, Approvals and Notices. The execution and delivery of
this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby does not require any (a) material consent,
authorization, order or approval of, filing or registration with, or notice
to, any governmental or regulatory authority, which has not been obtained
previously, or (b) material consent, authorization, approval, waiver,
order, license, certificate or permit or act of or from, or notice to, any
party to any Contract to which the Company is a party or by which any of
its assets or properties are bound, which has not been obtained previously.
ARTICLE III
Representations, Warranties and
Agreements of the THL Entities
Each THL Entity represents and warrants, in each instance as to itself
only and not as to any other THL Entity, to the Company that:
3.1 Organization; Authority. Each of THL, THL-CCI, THL/FSI and THL
Foreign Fund III, L.P. is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization. Each
individual listed on Schedule I attached hereto has the legal capacity to
enter into this Agreement. Each THL Entity has the power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery by each THL Entity of this Agreement
and the consummation by each THL Entity of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of
each THL Entity.
3.2 Validity of Shares. Each THL Entity has good and marketable
title to the number of Voting Shares set forth opposite such THL Entity's
name on Exhibits A and B attached hereto, free and clear of any security
interests, pledges, mortgages, liens, encumbrances, charges, options or any
adverse claims, restrictions or third party rights of any kind whatsoever
("Liens") and, at the Closing, each THL Entity will deliver the number of
Voting Shares set forth opposite such THL Entity's name on Exhibits A and B
hereto, free and clear of any Liens.
3.3 Enforceability. This Agreement, when executed and delivered by
all parties hereto, will constitute the valid and legally binding
obligation of each THL Entity, enforceable against each THL Entity in
accordance with its terms, except to the extent enforceability may be
limited by bankruptcy laws, insolvency laws, reorganization laws,
moratorium laws or other laws affecting creditors' rights generally and
except to the extent enforceability may be limited by general equitable
principles.
3.4 Non-Contravention. The execution and delivery of this Agreement
by each THL Entity does not, and the consummation by such THL Entity of the
transactions contemplated hereby and the performance by such THL Entity of
the obligations which it is obligated to perform hereunder will not, (a)
violate any provision of the articles of association, by-laws, agreement of
limited partnership or other organizational documents of such THL Entity,
(b) violate in any material respect any material law, regulation, rule,
order, judgment or decree to which such THL Entity is subject, (c) violate
in any material respect, result in the termination or the acceleration of,
or conflict with in any material respect or constitute a material default
under, any material Contract to which such THL Entity is a party or by
which any of its assets or properties are bound or (d) result in the
creation of any lien or other encumbrance on any of the material assets or
properties of such THL Entity or the loss of any material license or other
material contractual right with respect thereto.
3.5 Consents, Approvals and Notices. The execution and delivery of
this Agreement by each THL Entity and the consummation by each THL Entity
of the transactions contemplated hereby does not require any (a) material
consent, authorization, order or approval of, filing or registration with,
or notice to, any governmental or regulatory authority, which has not been
obtained previously, or (b) material consent, authorization, approval,
waiver, order, license, certificate or permit or act of or from, or notice
to, any party to any Contract to which such THL Entity is a party or by
which any of its assets or properties are bound, which has not been
obtained previously.
3.6 Investment Representations.
(a) This Agreement is made in reliance upon each THL Entity's
representations to the Company, which by acceptance hereof each THL
Entity hereby confirms, that: (i) the Non-Voting Shares will be
acquired by such THL Entity for investment only, for its own account
and not as a nominee or agent and not with a view to the sale or
distribution of any part thereof in violation of applicable federal
and state securities laws; and (ii) such THL Entity has no current
intention of selling, granting participation in or otherwise
distributing the Non-Voting Shares in violation of applicable federal
and state securities laws. By executing this Agreement, each THL
Entity further represents that it does not have any contract,
undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to such person, or to any third
person, with respect to any of the Non-Voting Shares in violation of
applicable federal and state securities laws.
(b) Each THL Entity understands that the Non-Voting Shares have
not been registered under the 1933 Act on the basis that the sale
provided for in this Agreement and the issuance of securities
hereunder are exempt from registration under the 1933 Act pursuant to
Section 4(2) thereof and regulations issued thereunder, and that the
Company's reliance on such exemption is predicated on the
representations and warranties of the THL Entities set forth herein.
(c) Each THL Entity represents that it has, either alone or
together with the assistance of a "purchaser representative" (as that
term is defined in Regulation D promulgated under the 1933 Act), such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment in the
Company. Each THL Entity further represents that it is familiar with
the business and financial condition, properties, operations and
prospects of the Company and that it has had access, during the course
of the transactions contemplated hereby and prior to its acquisition
of the Non-Voting Shares, to the same kind of information that is
specified in Part I of a registration statement under the 1933 Act,
and that it has had the opportunity to ask questions of, and receive
answers from, the Company concerning the terms and conditions of the
investment and to obtain additional information (to the extent the
Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify the accuracy of
any information furnished to such THL Entity or to which such THL
Entity has had access. Each THL Entity has made, either alone or
together with its advisors, such independent investigation of the
Company as each THL Entity deems to be, or its advisors deem to be,
necessary or advisable in connection with this investment. Each THL
Entity understands that no federal or state agency has passed upon
this investment or upon the Company, nor has any such agency made any
finding or determination as to the fairness of this investment.
(d) Each THL Entity represents that it will not sell, transfer
or otherwise dispose of the Non-Voting Shares without registration
under the 1933 Act and applicable state securities laws, or an
exemption therefrom. Each THL Entity understands that, in the absence
of an effective registration statement covering the Non-Voting Shares
or an available exemption from registration under the 1933 Act and
applicable state securities laws, the Non-Voting Shares must be held
indefinitely. In particular, each THL Entity acknowledges that it is
aware that the Non-Voting Shares may not be sold pursuant to Rule 144
promulgated under the 1933 Act unless all of the conditions of such
rule are met. Each THL Entity represents that, in the absence of an
effective registration statement covering the Non-Voting Shares or an
exemption from registration under the 1933 Act, it will sell, transfer
or otherwise dispose of the Non-Voting Shares only in a manner
consistent with its representations set forth herein and then only in
accordance with the Amended and Restated Investors' Agreement referred
to in Section 6.1.
(e) Each THL Entity represents that it (i) is capable of bearing
the economic risk of holding the unregistered Non-Voting Shares for an
indefinite period of time and has adequate means for providing for its
current needs and contingencies, (ii) can afford to suffer a complete
loss of this investment and (iii) understands all risk factors related
to the acquisition of the Non-Voting Shares.
(f) Each THL Entity understands that the acquisition of the Non-
Voting Shares involves a high degree of risk, that there is no
established market for the Non-Voting Shares and that it is not likely
that any public market for the Non-Voting Shares will develop in the
near future.
(g) Each THL Entity represents that neither it nor anyone acting
on its behalf has paid any commission or other remuneration to any
person in connection with the purchase of the Non-Voting Shares.
(h) Independent of the additional restrictions on the transfer
of the Non-Voting Shares contained in the Amended and Restated
Investors' Agreement referred to in Section 6.1, each THL Entity
agrees that it will not transfer, dispose of or pledge any of the Non-
Voting Shares other than pursuant to an effective registration
statement under the 1933 Act and applicable state securities laws,
unless and until (i) such THL Entity shall have notified the Company
of the proposed transfer, disposition or pledge and shall have
furnished the Company with a statement of the circumstances
surrounding the proposed transfer, disposition or pledge and (ii) if
reasonably requested by the Company and at the expense of each THL
Entity or its transferee, such THL Entity shall have furnished to the
Company an opinion of counsel reasonably satisfactory to the Company
and its counsel that such proposed transfer, disposition or pledge may
be made without registration of such Non-Voting Shares under the 1933
Act and applicable state securities laws.
3.7 Legends; Stop Transfer.
(a) Each THL Entity acknowledges that all certificates
evidencing the Non-Voting Shares shall bear the following legend:
"TRANSFER RESTRICTED
The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or any
state Securities Laws and may not be offered or sold except in
compliance therewith.
The securities represented by this certificate are subject to the
terms and conditions, including certain restrictions on transfer,
of an Investors' Agreement dated as of January 21, 1998, as
amended from time to time, and none of such securities, or any
interest therein, shall be transferred, pledged, encumbered or
otherwise disposed of except as provided in that Agreement. A
copy of the Investors' Agreement is on file with the Secretary of
the Company and will be mailed to any properly interested person
without charge within five (5) days after receipt of a written
request."
(b) The certificates evidencing the Non-Voting Shares shall also
bear any legend required by any applicable state securities law.
(c) In addition, the Company shall make a notation regarding the
restrictions on transfer of the Non-Voting Shares in its stock books,
and the Non-Voting Shares shall be transferred on the books of the
Company only if transferred or sold pursuant to an effective
registration statement under the 1933 Act and applicable state
securities laws covering such Non-Voting Shares or pursuant to and in
compliance with the provisions of Section 3.6(h) hereof. A copy of
this Agreement, together with any amendments thereto, shall remain on
file with the Secretary of the Company and shall be available for
inspection to any properly interested person without charge within
five days after the Company's receipt of a written request therefor.
ARTICLE IV
Conditions to Obligations of the THL Entities at Closing
The obligations of each THL Entity under Article I of this Agreement
are subject to the fulfillment on or before the Closing Date of each of the
following conditions:
4.1 Representations and Warranties. The representations, warranties
and agreements of the Company contained in Article II hereof shall be true
on and as of the Closing Date with the same force and effect as if they had
been made on the Closing Date.
4.2 Performance by the Company. The Company shall have performed in
all material respects all of its obligations and shall have materially
complied with each and all of its covenants required to be performed or
complied with by it on or before the Closing Date.
ARTICLE V
Conditions to Obligations of the Company at Closing
The obligations of the Company under Article I of this Agreement are
subject to the fulfillment on or before the Closing Date of each of the
following conditions:
5.1 Representations. The representations, warranties and agreements
of the THL Entities contained in Article III hereof shall be true on and as
of the Closing Date with the same force and effect as if they had been made
on the Closing Date.
5.2 Performance. Each THL Entity shall have performed in all
material respects all of its obligations and shall have materially complied
with each and all of its covenants required to be performed or complied
with by it on or before the Closing Date.
ARTICLE VI
Mutual Conditions Precedent
The obligations of the Company and of each THL Entity under Article I
of this Agreement are subject to the fulfillment on or before the Closing
Date of the following conditions:
6.1 Amended and Restated Investors' Agreement. The Amended and
Restated Investors' Agreement in substantially the form attached as Exhibit
C hereto shall have been validly executed and delivered by the parties
thereto.
6.2 Simultaneous Purchase. Each THL Entity listed on Exhibits A and
B hereto shall have simultaneously exchanged at the Closing the number of
Voting Shares set forth opposite each THL Entity's name for an equivalent
number of Non-Voting Shares.
ARTICLE VII
Miscellaneous
7.1 Termination. This Agreement may be terminated (as to the party
electing so to terminate it) at any time prior to the Closing Date:
(i) by a THL Entity if any of the conditions specified in
Article IV or VI of this Agreement have not been met or waived by it
pursuant to the terms of this Agreement by the Closing Date, or at such
earlier date that it becomes apparent that any such condition can no longer
be satisfied; or
(ii) by the Company if any of the conditions specified in Article
V or VI of this Agreement have not been met or waived by it pursuant to the
terms of this Agreement by the Closing Date or at such earlier date that it
becomes apparent that any such condition can no longer be satisfied.
7.2 No Waiver; Modifications in Writing. No failure or delay on the
part of the Company or the THL Entities in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or
remedy. The remedies provided for herein are cumulative and are not
exclusive of any remedies that may be available to the Company or each THL
Entity at law or in equity or otherwise. No waiver of or consent to any
departure by the Company from any provision of this Agreement shall be
effective unless signed in writing by the party entitled to the benefit
thereof, provided that notice of any such waiver shall be given to each
party hereto as set forth below. This Agreement, together with the
Exhibits hereto, sets forth the entire understanding of the parties and
supersedes all prior agreements, arrangements and communications, whether
oral or written, with respect to the subject matter hereof. Except as
otherwise provided herein, no amendment, modification or termination of any
provision of this Agreement shall be effective unless signed in writing by
or on behalf of the Company and each THL Entity. Any amendment, supplement
or modification of or to any provision of this Agreement, any waiver of any
provision of this Agreement, and any consent to any departure by the
Company from the terms of any provision of this Agreement, shall be
effective only in the specific instance and for the specific purpose for
which made or given. Except where notice is specifically required by this
Agreement, no notice to or by or demand to or on the Company in any case
shall entitle or obligate the Company to any other or further notice or
demand in similar or other circumstances.
7.3 Notices. All notices and other communications necessary or
contemplated under this Agreement shall be in writing and shall be
delivered in the manner specified herein. All notices shall be deemed to
have been duly given upon confirmation by telecopy if delivered by telecopy
or by hand, or one day after sending by overnight delivery service, or five
days after sending by certified mail, postage prepaid, return receipt
requested to the respective addresses of the parties set forth below:
(a) for notices and communications to the Company:
▇▇▇▇▇▇ ▇. ▇▇▇ Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
with a copy to:
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
(b) for notices and communications to (i) each THL Entity listed
in Exhibit A, to its address as set forth under each THL Entity's name
in Exhibit A, and (ii) each THL Entity listed on Exhibit B, to his
attention in care of ▇▇▇▇▇▇ ▇. ▇▇▇ Company.
By notice complying with the foregoing provisions of this Section 7.3, each
party shall have the right to change the notice address for future notices
and communications to such party.
7.4 Costs, Expenses and Taxes. The Company shall pay the Company's
and each THL Entity's costs and expenses incurred in connection with this
Agreement and the Amended and Restated Investors' Agreement, any amendment
or supplement to or modification of any of the foregoing, and any and all
other documents furnished pursuant hereto or thereto or in connection
herewith or therewith. The Company shall pay any and all stamp, transfer
and other similar taxes payable or determined to be payable in connection
with the execution and delivery of this Agreement or the original issuance
of the Non-Voting Shares but excluding all federal, state and local income
or similar taxes and shall save and hold each THL Entity harmless from and
against any and all liabilities with respect to or resulting from any delay
in paying, or omission to pay, such taxes. The Company shall bear all
expenses of shipping certificates evidencing the Non-Voting Shares
(including, without limitation, insurance expenses) from the location of
the Closing to such other places within the United States of America as the
THL Entity shall specify.
7.5 Execution of Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which, taken together, shall constitute but
one and the same Agreement.
7.6 Binding Effect; Assignment. The rights and obligations of any or
all of the THL Entities under this Agreement may not be assigned to any
other person. Except as expressly provided in this Agreement, this
Agreement shall not be construed so as to confer any right or benefit upon
any person other than the parties to this Agreement, and their respective
successors and assigns. This Agreement shall be binding upon the Company
and each of the THL Entities, and their respective successors and assigns.
7.7 Governing Law. This Agreement shall be governed by the laws of
the State of Delaware (regardless of the laws that might otherwise govern
under applicable Delaware principles of conflicts of law) as to all
matters, including but not limited to matters of validity, construction,
effect, performance and remedies.
7.8 Severability of Provisions. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
7.9 Exhibits and Headings. The Exhibits to this Agreement shall be
deemed to be a part of this Agreement. The Article and Section headings
used or contained in this Agreement are for convenience of reference only
and shall not affect the construction of this Agreement.
7.10 Injunctive Relief. Each of the parties to this Agreement hereby
acknowledges that in the event of a breach by any of them of any material
provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. Each of the parties therefore agrees that, in the event of
a breach of any material provision of this Agreement, the aggrieved party
may elect to institute and prosecute proceedings to enforce specific
performance or to enjoin the continuing breach of such provision, as well
as to obtain damages for breach of this Agreement. By seeking or obtaining
any such relief, the aggrieved party will not be precluded from seeking or
obtaining any other relief to which it may be entitled.
7.11 Attorneys' Fees. In any action or proceeding brought to enforce
any provision of this Agreement or the Amended and Restated Investors'
Agreement, or where any provision hereof or thereof is validly asserted as
a defense, the successful party shall be entitled to recover reasonable
attorneys' fees in addition to any other available remedy.
7.12 Survival of Agreements, Representations and Warranties. All
agreements, representations and warranties contained herein or made in
writing by or on behalf of the Company or each THL Entity, as the case may
be, in connection with the transactions contemplated by this Agreement
shall survive the execution and delivery of this Agreement and the Share
Exchange.
* * * * * *
EXCHANGE AGREEMENT
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument as of the date first above written.
▇▇▇▇▇▇ SCIENTIFIC INTERNATIONAL INC.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Secretary
and General Counsel
EXCHANGE AGREEMENT
COUNTERPART SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as an
instrument as of the date first above written.
THL Equity Shareholders:
▇▇▇▇▇▇ ▇. ▇▇▇ EQUITY FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ ▇. ▇▇▇ FOREIGN FUND III, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THL FSI EQUITY INVESTORS, L.P.
By: THL Equity Advisors III Limited
Partnership, as General Partner
By: THL Equity Trust III,
as General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THL-CCI LIMITED PARTNERSHIP
By: THL Investment Management Corp.
as General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Individual Shareholders:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
________________________________
Name: The 1995 Harkins Gift Trust
By: /s ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Money Purchase Pension Plan
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇
________________________________
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ Family Limited Partnership
________________________________________
Name: ▇▇▇▇▇▇▇▇ Family Limited Partnership
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
______________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:/s/ ▇▇▇▇ ▇. Abbrech
_____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:/s/ ▇▇▇▇▇ ▇. Master
_____________________________
Name: THL-CCI Limited Partnership
By: ▇▇▇▇▇ ▇. Master
Title: Vice President
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________
Name: First Trust Co. FBO
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
SCHEDULE I
CERTAIN NAMED INDIVIDUAL INVESTORS
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
The 1995 Harkins Gift Trust
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Money Purchase Pension Plan (▇▇▇▇▇)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Family Limited Partnership
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
First Trust Co. FBO ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
EXHIBIT A
Number of Shares Number of Shares
of Voting of Non-Voting
Common Stock Common Stock
Stockholder Exchanged Acquired
----------- ---------------- ----------------
▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund III, L.P. 5,395,598 5,395,598
c/o ▇▇▇▇▇▇ ▇. ▇▇▇ Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇ Foreign Fund III, L.P. 333,863 333,863
c/o ▇▇▇▇▇▇ ▇. ▇▇▇ Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
THL FSI Equity Investors, L.P. 2,710,841 2,710,841
c/o ▇▇▇▇▇▇ ▇. ▇▇▇ Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
THL-CCI Limited Partnership 332,293 332,293
c/o ▇▇▇▇▇▇ ▇. ▇▇▇ Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TOTAL 8,772,595 8,772,595
EXHIBIT B
Number of Shares Number of Shares
of Voting of Non-Voting
Common Stock Common Stock
Stockholder Exchanged Acquired
----------- ---------------- ----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 40,298 40,298
The 1995 Harkins Gift Trust 4,479 4,479
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Money Purchase
Pension Plan (▇▇▇▇▇) 13,993 13,993
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 26,865 26,865
▇. ▇▇▇▇▇▇ ▇▇▇▇ 26,865 26,865
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 13,433 13,433
▇▇▇▇▇▇▇▇ Family Limited Partnership 8,955 8,955
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 22,388 22,388
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 22,388 22,388
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 22,388 22,388
▇▇▇▇ ▇. ▇▇▇▇▇ 6,716 6,716
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 5,596 5,596
▇▇▇▇ ▇. ▇▇▇▇▇▇ 3,359 3,359
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,679 1,679
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,679 1,679
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 929 929
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 929 929
First Trust Co. FBO ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 929 ▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 929 929
▇▇▇▇▇ ▇▇▇▇▇▇ 929 929
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,679 1,679
TOTAL 227,405 227,405