REGISTRATION RIGHTS AGREEMENT
This Agreement (the "AGREEMENT") is made and entered into as of January 31,
1996, by and among INTERNATIONAL REMOTE IMAGING SYSTEMS, INC., a Delaware
corporation ("IRIS"), and the other parties listed on the signature page to this
Agreement (as hereinafter defined, the "SHAREHOLDERS"), with reference to the
following facts:
A. Pursuant to the terms and conditions of an Agreement and Plan of
Merger dated as of January 31, 1996 by and among IRIS, Norfolk Scientific, Inc.,
a Massachusetts corporation doing business as "StatSpin Technologies"
("STATSPIN"), and StatSpin Acquisition Corporation, a Massachusetts corporation
and wholly-owned subsidiary of IRIS ("MERGER SUB"), IRIS and StatSpin are
effecting a combination of their respective businesses through a merger of
StatSpin and Merger Sub (the "MERGER").
B. As consideration for the Merger, IRIS desires to issue shares of IRIS
Common Stock, and the Shareholders are willing to accept shares IRIS Common
Stock provided that such shares include the registration rights granted
hereunder.
NOW, THEREFORE, based on the above premises and in consideration of the
mutual covenants and agreements contained herein, the parties agree as follows:
1. CERTAIN DEFINITIONS. The following terms shall have the respective
meanings set forth below:
1.1 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
1.2 "IRIS COMMON STOCK" shall mean the common stock, $.01 par value
per share, of IRIS, and any securities issued in exchange therefore or in
replacement thereof in connection with any reorganization, restructuring,
merger, consolidation or similar transaction.
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1.3 "REGISTRABLE SECURITIES" shall mean those shares of IRIS Common
Stock issued (i) in the Merger upon the conversion of outstanding shares of
StatSpin Common Stock and outstanding StatSpin SAR's, (ii) upon the exercise of
StatSpin Options or StatSpin Warrants expressly assumed by IRIS in the Merger,
(iii) as a dividend or other distribution with respect to, or in exchange or
replacement of, such shares of IRIS Common Stock, but excluding any of the
foregoing shares which may be resold to the public without registration pursuant
to Rule 144 or another comparable rule under the Securities Act.
1.4 "REGISTRATION PERIOD" shall mean the period of time beginning on
the closing date of the Merger and ending on (and including) the second (2nd)
anniversary of such date; provided, however, that the Registration Period shall
be extended as required under the last sentence of Section 8 (exception as to
timing) if IRIS elects to exercise its right to postpone a demand registration.
1.5 "REGISTRATION STATEMENT" shall mean any registration statement or
comparable document under the Securities Act through which a public sale or
disposition of the IRIS Common Stock may be registered or exempted from
registration (except a form exclusively for the sale or distribution of
securities by IRIS or to employees of IRIS or its subsidiaries or for use
exclusively in connection with a business combination).
1.6 "SELLING SHAREHOLDER" shall mean, with respect to any
Registration Statement, any Shareholder whose securities are included therein.
1.7 "SELLERS' UNDERWRITER" shall mean, with respect to any
Registration Statement, the underwriter, if any, designated in writing by the
Selling Shareholders as underwriting the Registrable Securities involved.
1.8 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
1.9 "SHAREHOLDER" shall mean any person who at a given time is the
holder of record of any Registrable Securities and has agreed in writing to be
bound by the provisions of the Agreement.
1.10 "SIGNIFICANT SHAREHOLDERS" shall mean, at any time, Shareholders
together holding more than twenty percent (20%) of the then outstanding
Registrable Securities held by the Shareholders.
1.11 "STATSPIN COMMON STOCK" shall mean the common stock, $1.00 par
value per share, of StatSpin.
1.12 "STATSPIN OPTION" shall mean an option, whether vested or
unvested, to purchase shares of StatSpin Common Stock.
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1.13 "STATSPIN SAR" shall mean a stock appreciation right granted by
StatSpin to its employees.
1.14 "STATSPIN WARRANT" shall mean an warrant, whether vested or
unvested, to purchase shares of StatSpin Common Stock.
2. DEMAND REGISTRATION.
2.1 NOTICE OF DEMAND. The Significant Shareholders may at any time
during the Registration Period by written notice request that IRIS register
Registrable Securities under the Securities Act. The Significant Shareholders
shall be entitled to demand only one (1) Registration Statement, and IRIS shall
use its best efforts to keep such Registration Statement continuously effective
for two (2) years; PROVIDED, HOWEVER, that IRIS may, at any time on or after
June 1, 1996, temporarily suspend the effectiveness of the Registration
Statement in accordance with the provisions of Section 8. During such
suspension, the Selling Shareholders shall discontinue sales or other
dispositions of Registrable Securities pursuant to the Registration Statement.
The notice of demand shall set forth (i) the number of shares to be included;
(ii) the names of the Selling Shareholders and the amounts to be sold by each;
and (iii) the proposed manner of sale. Within 10 days after receipt of such
notice, IRIS shall notify all other Shareholders and offer to them the
opportunity to include their Registrable Securities in such registration. Each
of the other Shareholders shall have twenty (20) days from the mailing of such
notice to notify IRIS of the number of Registrable Securities such Shareholder
desires be included in the Registration Statement, but IRIS shall have no
obligation to include the Registrable Securities of any such Shareholder in the
Registration Statement if IRIS does not receive the required notice within such
20-day period.
2.2 SHAREHOLDER AND REGISTRATION. Promptly, but in any event within
30 days, after receipt of any demand pursuant to Section 2.1, IRIS shall prepare
and file with the Securities and Exchange Commission (the "SEC"), a Registration
Statement on any applicable form, with respect to all the Registrable Securities
specified in all notices received in a timely manner pursuant to Section 2.1,
and use its best efforts to cause such Registration Statement to become
effective. Each of the Selling Shareholders shall accept a reduction (including
a total elimination) in the number of securities to be included in such
registration on a pro rata basis (based on the number of Registrable Securities
held by each) if the Sellers' Underwriter, if any, reasonably deems that without
such reduction (or elimination) the Selling Shareholders might be substantially
hindered in the terms or number of securities which they could sell in such
registration.
2.3 LISTING OF SHARES. Promptly, but in any event within 30 days,
after receipt of any demand pursuant to Section 2.1, IRIS shall prepare and file
with the principal securities exchange on which the IRIS Common Stock is then
traded an additional listing application with respect to all the Registrable
Securities specified in all notices received in a timely manner pursuant to
Section 2.1, and use its best efforts to
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cause such Registrable Securities to be approved for listing on such exchange
upon official notice of issuance.
2.4 SURRENDER OF EXISTING REGISTRATION RIGHTS. The Shareholders
acknowledge that the registration rights granted hereunder are intended to
supersede and replace any registration rights previously granted to any of the
Shareholders by StatSpin. Accordingly, each Shareholder hereby waives the right
to exercise any such previously granted registration rights and agrees that such
previously granted registration rights are hereby terminated and shall be of no
further force or effect.
3. REGISTRATION PROCEDURES. Whenever IRIS shall register any securities
pursuant to this Agreement, the parties agree as follows:
3.1 SELLING SHAREHOLDER INFORMATION. The Selling Shareholders shall
provide IRIS with such information about such Shareholder and its intended
manner of distributing the Registrable Securities, and shall otherwise cooperate
with IRIS and any underwriter(s) selected by the Selling Shareholders as may be
needed or helpful in the reasonable opinion of IRIS to complete any obligation
of IRIS hereunder. Failure to comply with this requirement shall excuse IRIS
from any further obligation to a Selling Shareholder to include its shares in
that Registration Statement;
3.2 CONSULTATION. IRIS shall supply copies of any Registration
Statement, any amendment thereto and any communications with the SEC related
thereto to each Selling Shareholder and to the Sellers' Underwriter prior to
filing such document with the SEC, and shall reasonably consult with such
persons and their counsel with respect to the form and content of such filing.
IRIS will immediately amend such Registration Statement to include such
reasonable changes as the Selling Shareholders and the Sellers' Underwriter
reasonably agree should be included therein. Any Selling Shareholder requesting
a change refused by IRIS may withdraw his or her shares from the Registration
Statement;
3.3 PROVISION OF PROSPECTUSES. IRIS shall furnish to each Selling
Shareholder and any Sellers' Underwriter such number of copies of a summary
prospectus or other prospectus (including any amendments and supplements thereto
and a preliminary prospectus in conformity with the requirements of the
Securities Act) and such other documents as such Selling Shareholder may
reasonably request in order to facilitate the public sale or other disposition
of such securities;
3.4 BLUE SKY COMPLIANCE. IRIS shall use its best efforts to register
or qualify the securities covered by such Registration Statement under the
securities or "blue sky" laws of such jurisdictions as any Selling Shareholder
shall reasonably request (PROVIDED, HOWEVER, that IRIS shall not be required (i)
to consent to, or take any action which would subject it to, general service of
process for all purposes or (ii) to qualify to do business in any jurisdiction
where it is not then subject or qualified) and do any and all other acts or
things which may be reasonably necessary or advisable to enable the
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Selling Shareholders to consummate the public sale or other disposition of such
securities in such jurisdictions;
3.5 AMENDMENTS. IRIS shall use its best efforts to prepare and file
promptly with the SEC such amendments and supplements to the Registration
Statement filed with the SEC in connection with such registration, and the
prospectus used in connection therewith, as may be necessary to keep such
Registration Statement continuously effective and in compliance with the
Securities Act for two (2) years, or until all Registrable Securities registered
in that Registration Statement are sold, whichever is earlier;
3.6 PROSPECTUS DELIVERY. At any time when a sale or other public
disposition pursuant to a Registration Statement is subject to a prospectus
delivery requirement, IRIS shall immediately notify each Selling Shareholder and
the Seller's Underwriter, if any, of the occurrence of any event as a result of
which the prospectus included in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing, and IRIS shall
thereafter diligently proceed to amend the prospectus as necessary to correct
such untrue statement or omission of a material fact and provide updates
thereto. Upon receipt of such a notice, each Selling Shareholder shall
immediately discontinue sales or other dispositions of Registrable Securities
pursuant to the Registration Statement. The Selling Shareholders may resume
sales only upon receipt of amended prospectuses or after such Shareholders have
been advised by IRIS that the use of the previous prospectus may be legally
resumed;
3.7 OPINIONS. At the request of any Selling Shareholder, IRIS shall
use its best efforts to furnish on the date that the Registrable Securities are
delivered to the Seller's Underwriter for sale in connection with a registration
pursuant to this Agreement (i) an opinion of the counsel representing IRIS for
the purposes of such registration, and (ii) a letter from the independent
certified public accountants of IRIS, each dated such date and in form and
substance as is customarily given by counsel and independent certified public
accountants to underwriters in an underwritten public offering, addressed to the
Seller's Underwriter and to the requesting Selling Shareholders;
3.8 STOP-ORDERS. IRIS agrees to immediately notify each Selling
Shareholder (i) of the issuance by the SEC of any stop order or order suspending
the effectiveness of any Registration Statement or the initiation of any
proceedings for that purpose, or (ii) of the receipt by IRIS of any notification
with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction, or the initiation of any proceedings
for such purpose. IRIS, with the reasonable cooperation of the Selling
Shareholders, shall make every reasonable effort to contest any such proceedings
and to obtain the withdrawal of any such order at the earliest possible moment;
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3.9 REVIEW OF RECORDS. IRIS shall make available all financial and
other records, pertinent corporate documents and properties of IRIS for
inspection by any Selling Shareholder, Seller's Underwriter, and their counsel
and accountants, and shall cause IRIS's officers, directors and employees to
supply all information reasonably requested by any such person in connection
with any Registration Statement filed or to be filed hereunder so long as such
person agrees to keep confidential any records, information or documents
designated by IRIS in writing as confidential;
3.10 EARNINGS STATEMENTS. IRIS shall, upon request, make earning
statements satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder generally available to its security holders as soon as
reasonably practicable, but in no event later than 45 days, after the end of any
12-month period commencing at the end of any fiscal quarter in which Registrable
Securities are sold; and
3.11 COMPLIANCE WITH LAWS. In all actions taken under this Agreement,
IRIS and each Selling Shareholder agree to use their best efforts to comply with
all provisions of the Securities Act, the Exchange Act and any other law
applicable to them.
4. FILING OF OTHER REGISTRATION STATEMENTS. IRIS agrees not to file a
Registration Statement for the sale by IRIS of shares of IRIS Common Stock
during the period from April 1, 1996 to May 31, 1996 except with the consent of
Shareholders holding a majority of the Registrable Securities. IRIS represents
and warrants that it has not granted any other holder of its securities any
registration or other rights which would require IRIS to include any shares of
IRIS Common Stock held by such holder in any Registration Statement demanded by
the Shareholders under this Agreement; PROVIDED, HOWEVER, that the Shareholders
acknowledge and understand that IRIS has granted demand registration rights with
respect to shares of IRIS Common Stock to other holders of its securities which
could be exercised concurrently with an exercise of the Shareholders' rights
hereunder (including, without limitation, during the period from April 1, 1996
to May 31, 1996).
5. DELAY OF REGISTRATION. No Shareholder shall have any right to take
any action to restrain, enjoin or otherwise delay the filing or effectiveness of
any Registration Statement on the basis of any controversy which might arise
with respect to the interpretation or implementation of this Agreement.
6. INDEMNIFICATION AND CONTRIBUTION.
6.1 IRIS INDEMNITY. IRIS agrees that it will indemnify each Selling
Shareholder and Sellers' Underwriter (and any of its officers, directors and
persons who control such Shareholder or Underwriter within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) against all
claims, losses, damages, liabilities and expenses (including those relating to
settlements approved by IRIS, which consent shall not be unreasonably withheld)
resulting from any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or in any other document incident
to that registration) or from any omission or alleged
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omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as the
same may have been based upon (i) information furnished in writing to IRIS by
such Shareholder, an underwriter, or another Selling Shareholder, expressly for
use therein, or (ii) the circumstances set forth in Section 6.2(y) below.
6.2 THE SHAREHOLDER'S INDEMNITY. Each Selling Shareholder will
indemnify IRIS, any underwriter, and any other person selling under the
applicable Registration Statement (and any of the officers and directors and
persons who control any of the foregoing within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) against all claims, losses,
damages, liabilities and expenses (including those relating to settlements
approved by the Selling Shareholder, which consent shall not be unreasonably
withheld) resulting from (x) any untrue statement or alleged untrue statement of
a material fact contained in any registration statement (or in any other
document incident to that registration) or from any omission or alleged omission
to state a material fact required to be stated or necessary to make the
information therein not misleading, but only to the extent based upon or arising
from any information furnished in writing to IRIS by that Selling Shareholder
expressly for inclusion in that Registration Statement (or such other document
incidental to that registration), or (y) any untrue statement or alleged untrue
statement of a material fact contained in, or any omission or alleged omission
of a material fact from, a prospectus if (i) a later prospectus which corrected
the untrue statement or alleged untrue statement, or omission or alleged
omission was provided to the Selling Shareholder, (ii) the Selling Shareholder
had received written notice from IRIS of the later prospectus prior to
confirmation of the sale to the aggrieved purchaser, and (iii) there would have
been no such liability but for the failure of the Selling Shareholder to deliver
such later prospectus to such purchaser.
6.3 CONTRIBUTION. If the indemnification provided for in this
Section 6 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to therein as a result of a judicial determination that such
indemnification may not be enforced in such case notwithstanding this Agreement,
the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expense, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
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Securities Act) shall be entitled to contribution from any person who was not
guilty or such fraudulent misrepresentation.
7. EXPENSES OF REGISTRATION. IRIS shall bear all expenses (other than
the Selling Shareholders' pro rata share of any brokerage or underwriting fees,
expenses or commissions) incurred in connection with any Registration Statement,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the National Association of Securities Dealers,
Inc.), fees and expenses of complying with securities and blue sky laws,
printing expenses and fees and disbursements of the independent certified public
accountants and counsel to IRIS. Each Selling Shareholder shall bear its pro
rata share of any brokerage or underwriting fees, expenses or commissions and
the cost of any lawyers, accountants, experts and other consultants retained by
it.
8. EXCEPTION AS TO TIMING. Notwithstanding any other section of this
Agreement, IRIS may, at any time on or after June 1, 1996, postpone or suspend
for a reasonable period of time (not to exceed 180 days) the filing or
effectiveness of any Registration Statement demanded under Section 2, if, at the
time it receives the demand for, or during the effectiveness of, such
registration, (a) IRIS is conducting or is about to conduct a primary offering
of other securities of IRIS and is advised by its investment banker in writing
that such offering would be materially adversely affected by such demanded
registration or (b) the board of directors of IRIS shall in good faith determine
that such demand registration would materially adversely affect any financing,
merger, sale of assets, acquisition, recapitalization or other material
transaction involving IRIS, which, in each case, is either pending or under
active and continuing negotiation. The length of the Registration Period (as
defined in Section 1.4) shall be increased by the length of any postponement
taken by IRIS hereunder. If IRIS suspends the effectiveness of a Registration
Statement, Selling Shareholders shall immediately discontinue sales or other
dispositions of Registrable Securities pursuant to the Registration Statement
during the period of such postponement, and the length of time IRIS is required
to keep such Registration Statement effective under Section 2.1 shall be
increased by the length of the postponement. IRIS may suspend the effectiveness
of a Registration Statement by giving written notice of the suspension to the
Selling Shareholders and shall not be required to make any filings with the
Securities Exchange Agreement relating to such suspension other than those
required by law.
9. REPORTS UNDER THE SECURITIES AND EXCHANGE ACT. With a view to make
the benefits of Rule 144 under the Exchange Act available to the Shareholders,
IRIS agrees to use its best efforts until March 31, 1999 to timely file with the
SEC all reports and other documents required under the Securities Act and the
Exchange Act and the rules and regulations promulgated thereunder.
10. TERMINATION. The Shareholders shall have no further rights under
Section 2 at any time after such time as no further Registrable Securities
remain outstanding.
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11. MISCELLANEOUS.
11.1 ENTIRE AGREEMENT; MODIFICATIONS. This Agreement and any
documents referred to herein or executed contemporaneously herewith constitute
the parties' entire agreement with respect to the subject matter hereof and
supersede all agreements, representations, warranties, statements, promises and
understandings, whether oral or written, with respect to the subject matter
hereof. This Agreement may not be amended, altered or modified except by a
writing signed by IRIS and the Shareholders holding a majority of the
Registrable Securities; PROVIDED, HOWEVER, that unanimous approval shall be
required for any amendment, alteration or modification that does not treat all
of the Shareholders equally in proportion to the number of Registrable
Securities held by each.
11.2 WAIVERS. Shareholders holding a majority of the Registrable
Securities may by written notice to IRIS, or IRIS may by written notice to the
Shareholders, (a) extend the time for the performance of any of the obligations
or other actions of the other parties under this Agreement; (b) waive any
inaccuracies in the representations or warranties of the other parties contained
in this Agreement or in any document delivered pursuant to this Agreement; (c)
waive compliance with any of the conditions or covenants of the other parties
contained in this Agreement; or (d) waive performance of any of the obligations
of the other parties under this Agreement. With regard to any power, remedy or
right provided herein or otherwise available to any party hereunder, (i) no
waiver or extension of time will be effective unless expressly contained in a
writing signed by the waiving party or its representative, and (ii) no
alteration, modification or impairment will be implied by reason of any previous
waiver, extension of time, delay or omission in exercise or other indulgence.
11.3 COOPERATION. Each party hereto agrees to execute any and all
further documents and writings and to perform such other actions which may be or
become necessary or expedient to effectuate and carry out this Agreement.
11.4 SUCCESSORS AND ASSIGNS. The Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors and
permitted assigns. None of the parties may assign any of his or its rights
under the Agreement except to subsequent Shareholders of Registrable Securities.
11.5 NOTICES. All notices under the Agreement will be in writing and
will be delivered by personal service or facsimile or certified mail (or, if
certified mail is not available, then by first class mail), postage prepaid. Any
notice sent by certified mail will be deemed to have been given three (3) days
after the date on which it is mailed. All other notices will be deemed given
when received. No objection may be made to the manner of delivery of any notice
actually received in writing by an authorized agent of a party. Notices to IRIS
will be addressed to its principal office and to all other parties at the last
address shown on the books of IRIS.
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11.6 GOVERNING LAW. All questions with respect to this Agreement and
the rights and liabilities of the parties under this Agreement shall be governed
by the laws of the Commonwealth of Massachusetts, regardless of the choice of
laws provisions of Massachusetts or any other jurisdiction. Any litigation or
arbitration between the parties under this Agreement shall be conducted
exclusively in Boston, Massachusetts.
11.7 SPECIFIC PERFORMANCE. The parties acknowledge that the remedy at
law for any breach, or threatened breach, of any of the provisions of this
Agreement will be inadequate. Therefore, each party to this Agreement shall be
entitled to seek specific performance as a remedy for any breach of this
Agreement. Such remedy shall not be deemed to be the exclusive remedy of a
party hereto for the breach of this Agreement by the other party hereto or its
representatives, but shall be in addition to all other remedies available at law
or in equity to the party suffering such breach.
11.8 ATTORNEYS' FEES. Should any litigation or arbitration be
commenced (including any proceedings in a bankruptcy court) between the parties
hereto or their representatives concerning any provision of the Agreement or the
rights and duties of any person or entity hereunder, the party or parties
prevailing in such proceeding shall be entitled, in addition to such other
relief as may be granted, to the attorneys' fees and court costs incurred by
reason of such litigation or arbitration.
11.9 HEADINGS. The Section headings in the Agreement are inserted
only as a matter of convenience, and in no way define, limit, or extend or
interpret the scope of the Agreement or of any particular Section.
11.10 SEVERABILITY. The validity, legality or enforceability of the
remainder of the Agreement shall not be affected even if one or more of the
provisions of the Agreement shall be held to be invalid, illegal or
unenforceable in any respect. To the extent permitted by applicable law, the
parties hereby waive any provision of law that would render any provision hereof
prohibited or unenforceable in any respect.
11.11 AGREEMENT NEGOTIATED. The parties hereto have consulted legal
counsel with respect to this Agreement. As a consequence, the parties do not
believe that the presumptions of California Civil Code Section 1654 relating to
the interpretation of contracts against the drafter of any particular clause
should be applied in this case and therefore waive its effects.
11.12 COUNTERPARTS. The Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
*** [NEXT PAGE IS SIGNATURE PAGE] ***
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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly
executed, as of the day and year first above written.
"IRIS"
INTERNATIONAL REMOTE IMAGING
SYSTEMS,INC.
By: /s/ Fred H. Deindoerfer
------------------------------------
Name: Fred H. Deindoerfer
---------------------------------
Title: Chairman of the Board
and President
---------------------------------
"SHAREHOLDERS"
/s/ Thomas F. Kelley
----------------------------------------
Thomas F. Kelley
/s/ Robert L. Scott
----------------------------------------
Robert L. Scott
ALLEN & COMPANY INCORPORATED
By: /s/ William F. (illegible)
------------------------------------
Its: Vice President
-----------------------------------
CORNING, INC.
By: /s/ James B. (illegible)
-----------------------------------
Its: Vice President
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S-1
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
/s/ William R. Newhouse
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William R. Newhouse
/s/ Beverly Newhouse
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Beverly Newhouse
/s/ Reuben Wisotsky
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Reuben Wisotzky
/s/ James McKenney
----------------------------------------
James McKenney
/s/ Mary K. McKenney
----------------------------------------
Mary McKenney
/s/ Michael Epstein
----------------------------------------
Michael Epstein
BIONOSTICS, INC.
By: /s/ Kelly A. Winn
-----------------------------------
Its: Treasurer
-----------------------------------
/s/ Arnold M. Zais
----------------------------------------
Arnold M. Zais
S-2
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
/s/ Michael Cronin
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Michael Cronin
/s/ Thalia V. Crookes
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Thalia V. Crookes
/s/ Gustav H. Dreier
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Gustav Dreier
/s/ Alan W. Eilertson
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Alan W. Eilertson
/s/ Donald H. Eilertson
----------------------------------------
Donald H. Eilertson
/s/ Donald Husmann
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Donald Husmann
/s/ Ann Husmann
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Ann Husmann
/s/ Rosemary Kelley
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Rosemary Kelly
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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
/s/ Sid Shuman, Jr.
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Sid Shuman, Jr.
/s/ Arnold Cattani
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Arnold Cattani
/s/ S. Cattani
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S. Cattani
/s/ K. Cattani
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K. Cattani
/s/ L. Cattani
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L. Cattani
/s/ M. Cattani
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M. Cattani
/s/ Joseph Whittier
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Joseph Whittier
/s/ Francis Lau
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Francis Lau
/s/ Julio Rotondi
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Julio Rotondi
S-4
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
/s/ Kathleen Gaumond
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Kathleen Gaumond
/s/ Steve Bois
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Steven Bois
/s/ Gail Magrath
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Gail Magrath
/s/ Judith Gallego
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Judith Gallego
/s/ Larry Shephard
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Larry Shephard
/s/ James Laugharn
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James Laugharn
/s/ Victor Jones
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Victor Jones
S-5