Exhibit 10.29
AMENDMENT TO
SECOND AMENDED AND RESTATED INFORMATION
AND REGISTRATION RIGHTS AGREEMENT
This AMENDMENT TO SECOND AMENDED AND RESTATED INFORMATION AND
REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as "RIGHTS AGREEMENT
AMENDMENT"), dated as of the 29th day of April, 2005 is made and entered into
upon the terms and conditions hereinafter set forth by and between BioMimetic
Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY") and the investors
(the "INVESTOR(S)") identified in that certain Second Series C Stock Purchase
Agreement dated as of April 29, 2005 (the "PURCHASE AGREEMENT").
WITNESSETH:
WHEREAS, Company and the Investors are contemporaneously herewith
entering into the Purchase Agreement for the sale of up to 1,274,940 additional
shares of Series C Preferred Stock of the Company at a purchase price of $11.81
per share;
WHEREAS, the Purchase Agreement contemplates the Investors becoming a
party to the Second Amended and Restated Information And Registration Rights
Agreement dated as of October 21, 2004 between the Company and its existing
shareholders (the "Rights Agreement"); and
WHEREAS, the Company has obtained the written consent of the existing
Preferred Shareholders as provided in Section 20.5 of the Rights Agreement to
amend the Rights Agreement to add the Investors as additional parties to the
Rights Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency all of which is hereby acknowledged, the parties hereto agree as
follows:
1. AGREEMENT TO BECOME A PARTY TO THE RIGHTS AGREEMENT. The Investors
hereby agree to be bound by all of the terms and conditions of the
Rights Agreement. The Investors shall contemporaneously herewith
execute signature pages to the Rights Agreement.
2. AMENDMENT TO EXHIBIT A TO THE RIGHTS AGREEMENT. Exhibit A to the
Rights Agreement is hereby amended to add the Investors as included in
Exhibit A attached hereto.
3. CONSENT TO AMENDMENT BY THE INVESTORS. The Company hereby represents
to the Investors that this Rights Agreement Amendment has been
consented to by the existing shareholders of the Company by written
consent action dated April 26, 2005.
All defined terms used herein, shall have the same meaning as provided
in the Rights Agreement unless otherwise defined herein.
IN WITNESS WHEREOF, the parties hereto have executed this Rights
Agreement Amendment as of the date first above written.
COMPANY: BIOMIMETIC PHARMACEUTICALS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: CEO & Chairman
INVESTOR: PINTO TECHNOLOGY VENTURES, L.P., a
Delaware Limited Partnership
By: Pinto Technology Ventures, GP, L.P.,
its General Partner
By: Pinto TV GP Company, LLC,
its General Partner
By:
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MD,
Managing Director
INVESTOR: NORO-▇▇▇▇▇▇▇ PARTNERS V, L.P.
By: ▇▇▇▇▇▇▇ & Company V, LLC,
its General Partner
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Rights
Agreement Amendment as of the date first above written.
COMPANY: BIOMIMETIC PHARMACEUTICALS, INC.
By:
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
INVESTOR: PINTO TECHNOLOGY VENTURES, L.P, a
Delaware Limited Partnership
By: Pinto Technology Ventures, GP, L.P.,
its General Partner
By: Pinto TV GP Company, LLC, its
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MD,
Managing Director
INVESTOR: NORO-▇▇▇▇▇▇▇ PARTNERS V, L.P.
By: ▇▇▇▇▇▇▇ & Company V, LLC, its
General Partner
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Rights
Agreement Amendment as of the date first above written.
COMPANY: BIOMIMETIC PHARMACEUTICALS, INC.
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
INVESTOR: PINTO TECHNOLOGY VENTURES, L.P., a
Delaware Limited Partnership
By: Pinto Technology Ventures, GP, L.P.,
its General Partner
By: Pinto TV GP Company, LLC, its
General Partner
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MD,
Managing Director
INVESTOR: NORO-▇▇▇▇▇▇▇ PARTNERS V, L.P.
By: ▇▇▇▇▇▇▇ & Company V, LLC, its General
Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
-----------------------------------
INVESTOR: AXIOM VENTURE PARTNERS III, L.P.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Title: General Partner
INVESTOR: HSS VENTURES, INC.
By:
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Name:
------------------------------------
Title:
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INVESTOR: AXIOM VENTURE PARTNERS III, L.P.
By:
--------------------------------------
Name:
------------------------------------
Title:
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INVESTOR: HOSPITAL FOR SPECIAL SURGERY FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CEO, President, Hospital for
Special Surgery Fund, Inc.
INVESTOR:
/s/ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 5/7/05
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▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT A
AMENDMENT TO EXHIBIT A
(TO ADD THE INVESTORS)
NUMBER OF
SHARES
PURCHASED AGGREGATE
NAME AND ADDRESS AT CLOSING PURCHASE PRICE
--------------------------------------- ---------- --------------
Pinto Technology Ventures, L.P. 338,696 3,999,999.76
Noro-▇▇▇▇▇▇▇ Partners V L.P. 338,696 3,999,999.76
Axiom Venture Partners III, L.P. 148,180 1,750,005.80
Hospital for Special Surgery Fund, Inc. 10,585 125008.84
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 2,117 25001.77