EX-4.20
WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
THIS WAIVER AND AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT,
effective as of May __, 2007 (the "AMENDMENT"), is entered into by and between
Summit Global Logistics, Inc., a Delaware corporation, formerly known as Aerobic
Creations, Inc. ("COMPANY"), and Investors constituting at least the Required
Holders. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Registration Rights Agreement (as hereinafter defined).
WHEREAS, pursuant to a Securities Purchase Agreement (Common Stock and
Warrants), dated as of November 8, 2006 by and among Maritime Logistics US
Holdings Inc., a Delaware corporation, the Company (pursuant to that certain
Joinder Agreement dated as of November 8, 2006) and the Buyers, the Company sold
to each Buyer (i) Common Stock and (ii) Warrants and in connection therewith the
Company and the Buyers entered into the Registration Rights Agreement
("REGISTRATION RIGHTS AGREEMENT").
WHEREAS, the Company requested that the Investors enter into this
Amendment to amend the Registration Rights Agreement in certain respects as
provided herein and waive certain penalties relating to an Effectiveness Failure
(the Company's failure to cause the Registration Statement to be declared
effective by the SEC no later than the Effectiveness Deadline);
WHEREAS, in exchange for this Amendment, the Company has agreed to issue
to the Investors certain additional convertible notes (of like tenor to the
Notes, as amended, except such notes are unsecured);
WHEREAS, the signatures of the Required Holders (the Investors holding
of at least a majority of the Registrable Securities) are required to effect the
waiver and amend the Registration Rights Agreement as provided herein and
whereas each of the signatories hereto, representing at least the Required
Holders, have agreed to effect such waiver and amend the Registration Rights
Agreement as provided herein; and
WHEREAS, the Company wishes to raise additional capital through the sale
of additional convertible notes and warrants (of like tenor to the Notes as
amended and the warrants, the "NEW NOTES" and "NEW WARRANTS," respectively).
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the receipt and sufficiency are hereby acknowledged,
the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO REGISTRATION RIGHTS AGREEMENT. The parties
hereto agree as follows, effective as of the date hereof:
(a) All references to Aerobic Creations, Inc. or ShellCo shall hereafter
be a reference to Summit Global Logistics, Inc.
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(b) That the definition of the term "Notes" for the purposes of the
Registration Rights Agreement shall mean (i) in respect of the period from
November 8, 2006 through the day immediately preceding the date hereof, the
"Notes", as defined in the Registration Rights Agreement prior to giving effect
to this Amendment and (ii) in respect of the period from and after the date
hereof, (A) the "Notes", as defined in the Registration Rights Agreement prior
to giving effect to this Amendment, as such Notes are amended and restated (B)
the New Notes, (C) the secured convertible notes issuable pursuant to Section 3
hereof and (D) the convertible notes issued in connection with the amendment to
the registration rights agreement relating to the Notes.
(c) That the definition of term "Warrants" for the purposes of the
Registration Rights Agreement shall mean (i) in respect of the period from
November 8, 2006 through the day immediately preceding the date hereof, the
"Warrants", as defined in the Registration Rights Agreement prior to giving
effect to this Amendment and (ii) in respect of the period from and after the
date hereof, the "Warrants", as defined in the Registration Rights Agreement
prior to giving effect to this Amendment plus the New Warrants.
(d) Section 1(f) of the Registration Rights Agreement is hereby amended
and restated in its entirety by deleting the first sentence therefrom in its
entirety and substituting the following sentence in lieu thereof:
"EFFECTIVENESS DEADLINE" means, after the date hereof, the date
that is (i) 90 days after the date on which the Registration
Statement or an amendment thereto is next filed with the SEC
provided that such Registration Statement or amendment is next
filed with the SEC within 30 days after the date of the Amendment
or (ii) 90 days after the date of the Amendment if the
Registration Statement or an amendment thereto is not next filed
with the SEC within 30 days after the date of the Amendment.
(e) Section 2(d) of the Registration Rights Agreement is hereby amended
by amending and restating the third subparagraph in its entirety as follows and
adding the following two paragraphs as the fourth and fifth subparagraphs
respectively:
Third, if the exclusion of the sum of (i) the number of shares of
Common Stock held by those holders of the Company who held shares of
Common Stock prior to the effectiveness of the Merger, (ii) 130% of the
number of shares of Common Stock issuable upon the exercise of warrants
issued to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC as placement agent in respect of the
offerings of the Registrable Securities and Other Securities and (iii)
the securities held by KRG is insufficient to meet the reduction
required by the SEC, then 130% of the number of shares of Common Stock
issuable upon the exercise of Warrants and the Common Warrants included
in such Registration Statement shall be reduced (such reduction
allocated pro rata among the holders thereof) until the reduction
required by the SEC is effected.
"Fourth, if the exclusion of 130% of the number of shares of
Common Stock issuable upon the exercise of Warrants and the Common
Warrants included in such Registration Statement is insufficient to meet
the reduction required by the SEC, then 130% of the number of shares
issuable upon conversion of the Notes shall be reduced
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(such reduction allocated pro rata among the holders thereof) until the
first to occur of (i) the reduction required by the SEC is effected or
(ii) the number of shares is reduced to 100% of the shares issuable upon
the conversion of the Notes.
Fifth, if the exclusion of shares issuable upon the conversion of
the Notes pursuant to the previous paragraph is insufficient to meet the
reduction required by the SEC, then (i) the number of shares issuable
upon the conversion of the Notes and (ii) the shares of Common Stock
included in the Registrable Securities which have not otherwise been
reduced shall be reduced (such reduction allocated pro rata among the
holders of the Notes and such holders of Common Stock) until the
reduction required by the SEC is effected."
SECTION 2. WAIVER. Each of the Investors signatory hereto hereby waives,
on their behalf and as the Required Holders on the behalf of all Investors, any
Effectiveness Failure existing as of the date hereof and any and all penalties
or payments relating thereto. This waiver is and shall be effective solely for
the existing Effectiveness Failure and any and all penalties or payments
relating thereto and is not and shall not be applicable to any Effectiveness
Failure hereafter occurring.
SECTION 3. NOTE ISSUANCE. In consideration for this Amendment, the
Company shall promptly issue to the Investors (pro rata among the Investors
based upon the principal amount of number of shares of common stock purchased
pursuant to the Securities Purchase Agreement (Common Stock and Warrants) that
are held by such Investors) convertible notes of the Company in an aggregate
principal amount of $1,000,000 for no additional consideration (collectively,
the "PIPE NOTES").
SECTION 4. ADMINISTRATIVE AGENT.
(a) Each Investor hereby (x) appoints Law Debenture Trust Company of New
York, as the administrative agent for such Investor hereunder (the
"ADMINISTRATIVE AGENT"), and (y) each Investor hereby authorizes the
Administrative Agent (and its officers, directors, employees and agents) in such
capacity to take any and all such actions on its behalf with respect to all
obligations under the PIPE Notes in accordance with the terms of this Amendment
and the PIPE Notes. The Administrative Agent shall not have, by reason hereof or
any of the PIPE Notes, a fiduciary relationship in respect of any Investor.
Neither the Administrative Agent nor any of its officers, directors, employees
and agents shall have any liability to any Investor for any action taken or
omitted to be taken in connection herewith or therewith except to the extent
caused by its own gross negligence or willful misconduct, and each Investor
agrees to defend, protect, indemnify and hold harmless the Administrative Agent
and all of its officers, directors, employees and agents (collectively, the "AA
INDEMNITEES") from and against any losses, damages, liabilities, obligations,
penalties, actions, judgments, suits, fees, costs and expenses (including,
without limitation, reasonable attorneys' fees, costs and expenses) incurred by
such AA Indemnitee, whether direct, indirect or consequential, arising from or
in connection with the performance by such AA Indemnitee of the duties and
obligations of Administrative Agent pursuant hereto, the PIPE Notes and/or the
Intercreditor Agreement (hereinafter defined).
(b) The Administrative Agent may resign from the performance of all its
functions and duties hereunder at any time by giving at least fifteen (15)
Business Days' prior written
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notice to the Company and each holder of the PIPE Notes. Such resignation shall
take effect upon the acceptance by a successor Administrative Agent of
appointment as provided below. Upon any such notice of resignation, the holders
of a majority of the outstanding principal under the PIPE Notes shall appoint a
successor Administrative Agent. Upon the acceptance of the appointment as
Administrative Agent, such successor Administrative Agent shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Amendment. After any Administrative
Agent's resignation hereunder, the provisions of this Section shall inure to its
benefit. If a successor Administrative Agent shall not have been so appointed
within said fifteen (15) Business Day period, the retiring Administrative Agent
shall then appoint a successor Administrative Agent who shall serve until such
time, if any, as the holders of a majority of the outstanding principal under
the PIPE Notes appoint a successor Administrative Agent as provided above.
(c) Without limiting the generality of the foregoing, each Investor
hereby irrevocably appoints and authorizes Administrative Agent to execute and
deliver the Intercreditor and Subordination Agreement dated as of even date
hereof by and between Fortress Credit Corp., in its capacity as collateral agent
for certain financial institutions, and the Administrative Agent, in its
capacity as administrative agent for the Investors, for and on behalf of such
Investor (as amended, restated, supplemented and/or modified from time to time,
the "INTERCREDITOR AGREEMENT") and to perform all of the obligations and duties
of Administrative Agent provided for therein, and each Investor shall be bound
by the terms of the Intercreditor Agreement, as if such Investor were an
original signatory thereto. As to (x) any matters not expressly provided for by
this Amendment and the PIPE Notes and (y) any amendments, consents or waivers in
connection with the PIPE Notes or the Intercreditor Agreement, the
Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Holders, and such instructions of the Required Holders shall be
binding upon all Investors.
(d) The Administrative Agent shall have no duties or responsibilities
except those expressly set forth in this Amendment, the Intercreditor Agreement
and the PIPE Notes. The duties of the Administrative Agent shall be mechanical
and administrative in nature. The Administrative Agent shall not have by reason
of this Amendment, the Intercreditor Agrement or the PIPE Notes a fiduciary
relationship in respect of any Investor. Nothing in this Amendment, the PIPE
Notes or the Intercreditor Agreement, express or implied, is intended to or
shall be construed to impose upon the Administrative Agent any obligations in
respect of this Amendment, the PIPE Notes or the Intercreditor Agreement except
as expressly set forth herein or therein.
(e) If Company or Fortress Credit Corp. (or any successor or replacement
agent under the Senior Loan Agreement) seeks the consent or approval of the
Required Holders to the taking or refraining from taking any action hereunder,
Company shall send notice thereof to each Investor. Any such consents shall be
solicited and tabulated by Company, or a solicitation and/or tabulation agent
engaged by Company, subject to the Administrative Agent's right to receive all
such consents and satisfy itself as to (x) the authenticity of such consents (y)
receipt of such consents from Investors representing a sufficient principal
amount of PIPE Notes, and (z) any other matters that the Administrative Agent,
in its sole discretion deems necessary or
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advisable. It shall not be necessary for such Investors to approve the
particular form of any proposed amendment or waiver, but it shall be sufficient
if the written consents of the Required Holders reflect the approval of the
substance thereof. Company shall provide the Administrative Agent, and is
permitted hereby to provide Fortress Credit Corp. (or any successor or
replacement agent under the Senior Loan Agreement), with copies of any such
written consent(s).
(f) The Administrative Agent shall promptly notify each Investor any
time that the Required Holders have instructed the Administrative Agent to act
or refrain from acting pursuant hereto. Company or Fortress Credit Corp. (or any
successor or replacement agent under the Senior Loan Agreement) or the
Administrative Agent may at any time request instructions from the Investors in
respect of any actions or approvals which by the terms of this Amendment or of
the PIPE Notes or the Intercreditor Agreement the Administrative Agent is
permitted or required to take or to grant, and if such instructions are promptly
requested, the Administrative Agent shall be absolutely entitled to refrain from
taking any action or to withhold any approval under this Amendment, the PIPE
Notes or the Intercreditor Agreement until it shall have received such
instructions from the Required Holders. Without limiting the foregoing, no
Investor shall have any right of action whatsoever against the Administrative
Agent as a result of the Administrative Agent acting or refraining from acting
under this Amendment, the PIPE Notes or the Intercreditor Agreement in
accordance with the instructions of the Required Holders unless consent of all
Investors is required by the terms of such document.
SECTION 5. MISCELLANEOUS.
(a) Any transferee or assignee of Registrable Securities shall be
subject to the terms hereof, and as a condition to each such transfer or
assignment, each Investor agrees to require each of its transferees or assignees
to agree in writing to be subject to the Registration Rights Agreement, as
amended by this Amendment.
(b) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, be deemed to be an amendment or
modification of, or operate as a waiver of, any provision of the Registration
Rights Agreement or any right, power or remedy thereunder, nor constitute a
waiver of any provision of the Registration Rights Agreement or any other
document, instrument and/or agreement executed or delivered in connection
therewith.
(c) This Amendment may be executed in any number of counterparts
(including by facsimile), and by the different parties hereto or thereto on the
same or separate counterparts, each of which shall be deemed to be an original
instrument but all of which together shall constitute one and the same
agreement. Each party agrees that it will be bound by its own facsimile
signature and that it accepts the facsimile signature of each other party. The
descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof or thereof. Whenever the context
and construction so require, all words herein and in the Registration Rights
Agreement in the singular number herein shall be deemed to have been used in the
plural, and vice versa, and the masculine gender shall include the feminine and
neuter and the neuter shall include the masculine and feminine.
(d) This Amendment and the Registration Rights Agreement may not be
changed, amended, restated, waived, supplemented, discharged, canceled,
terminated or otherwise
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modified orally or by any course of dealing or in any manner other than as
provided in the Registration Rights Agreement. This Amendment shall be
considered part of the Registration Rights Agreement.
(e) This Amendment and the Registration Rights Agreement constitute the
final, entire agreement and understanding between the parties with respect to
the subject matter hereof and thereof, may not be contradicted by evidence of
prior, contemporaneous or subsequent oral agreements between the parties, shall
be binding upon and inure to the benefit of the successors and assigns of the
parties hereto and thereto and supersede all other prior agreements and
understandings, if any, relating to the subject matter hereof. There are no
unwritten oral agreements between the parties with respect to the subject matter
hereof or thereof.
(f) The validity of this Amendment, its construction, interpretation and
enforcement, the rights of the parties hereunder, shall be determined under,
governed by, and construed in accordance with the choice of law provisions set
forth in the Registration Rights Agreement.
REMAINDER OF PAGE INTENTIONALLY BLANK
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Waiver and Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first written above.
COMPANY:
SUMMIT GLOBAL LOGISTICS, INC.
(formerly known as Aerobic Creations, Inc.)
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
ALEXANDRA GLOBAL MASTER FUND LTD.
By:________________________________________
Name:
Title:
8
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
AMERICAN CAPITAL EQUITY I, LLC
By: AMERICAN CAPITAL EQUITY MANAGEMENT
Its: Manager
By:________________________________________
Name:
Title:
9
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
AMERICAN CAPITAL STRATEGIES, LTD.
By:________________________________________
Name:
Title:
10
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
CAMOFI MASTER LDC
By:________________________________________
Name:
Title:
11
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
CORNELL CAPITAL PARTNERS, LP
By:________________________________________
Name:
Title:
12
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
CRANSHIRE CAPITAL, L.P.
By:________________________________________
Name:
Title:
13
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
CREDIT SUISSE SECURITIES (USA) LLC
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
CRESCENT INTERNATIONAL LTD
By:________________________________________
Name:
Title:
15
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
DIAMOND OPPORTUNITY FUND, LLC
By:________________________________________
Name:
Title:
16
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
EVOLUTION MASTER FUND LTD. SPC,
SEGREGATED PORTFOLIO M
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
GOTTBETTER CAPITAL MASTER, LTD.
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
HORIZON CAPITAL FUND LP
By:________________________________________
Name:
Title:
19
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
JMG CAPITAL PARTNERS, LP
By:________________________________________
Name:
Title:
20
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
JMG TRITON OFFSHORE FUND LTD.
By:________________________________________
Name:
Title:
21
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
MULSANNE PARTNERS, L.P.
By:________________________________________
Name:
Title:
22
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
GOOD ▇▇▇▇▇▇▇ TRADING COMPANY SPC
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
FINDERNE, L.L.C.
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
▇▇▇▇▇ PARTNERS, L.P.
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
SHOSHONE PARTNERS, L.P.
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
COMMONFUND HEDGED EQUITY COMPANY
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
MATTERHORN OFFSHORE FUND, LTD.
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
MEADOWBROOK OPPORTUNITY FUND LLC
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
MLA CAPITAL, INC.
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
PARAGON CAPITAL LP
By:________________________________________
Name:
Title:
31
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
SIGMA CAPITAL ASSOCIATES, LLC
By:________________________________________
Name:
Title:
32
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
STELLAR CAPITAL FUND LLC
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
STRATFORD PARTNERS, LP
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
WOLVERINE CONVERTIBLE ARBITRAGE
FUND TRADING LIMITED
By:________________________________________
Name:
Title:
35
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
R&R BIOTECH PARTNERS LLC
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
KRG CAPITAL FUND II, L.P.
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
KRG CAPITAL FUND II (PA) L.P.
By:________________________________________
Name:
Title:
38
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
KRG CAPITAL FUND II (FF) L.P.
By:________________________________________
Name:
Title:
39
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
KRG CO-INVESTMENT, LLC
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
FMI INC.
By:________________________________________
Name:
Title:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇ ▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
-------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
-------------------------------------------
Chao-▇▇▇▇▇ ▇▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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Chen Bang ▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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Chen ▇▇▇ ▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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Chen ▇▇▇ ▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
49
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇ ▇▇▇▇
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Xiao ▇▇▇ ▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇ Teegelaar
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REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇ ▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇.
57
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
59
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
62
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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Hong The ▇▇▇▇▇
63
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
HOLDERS:
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▇▇▇▇▇ ▇▇
64
SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
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J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Jaumey Her
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King ▇. ▇▇▇▇▇
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Kit ▇▇▇▇▇ ▇▇▇▇▇
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Lin-▇▇▇ ▇▇
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Mi ▇▇▇▇▇ ▇▇▇
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Tsung-Ning Mao
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Valentina ▇.▇. ▇▇▇▇▇
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Ya-▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇)
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