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EXHIBIT 4.16
DATED December 19, 1997
INVESTOR AGREEMENT
JAFFE, RAITT, HEUER & XXXXX
Suite 0000
Xxx Xxxxxxxx Xxxxxx
Xxxxxxx
Xxxxxxxx 00000
XXX
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THIS Investor Agreement (this "Agreement") is made the 19th day of December
1997 between Genomic Solutions, Inc, a Delaware corporation (the "Company") and
each of the person identified below, all residents of the United Kingdom ("the
Investors").
RECITALS
A. The Investors desire to exchange (the "Transaction") the entire issued share
capital of PBA Technology Limited for certain shares (the "Shares") of the
Company and have entered or will enter into certain agreements in futherance
of the Transaction.
B. The issuance (the "Issuance") of the Shares to the Investors is exempt from
the registration requirements of the Securities Xxx 0000, as amended (the
"Act").
C. To establish and preserve available exemptions for the Company under the Act,
the Investors and the Company have agreed to the restrictions and rights set
forth herein. The Company and the Investors are entering into this Agreement
to set forth certain rights, covenants, representations and warranties with
respect to the Shares.
INVESTOR COVENANTS, REPRESENTATIONS AND WARRANTIES
Each Investor covenants, represents and warrants to the Company as follows, with
the knowledge that the Company will rely on the following in issuing the Shares.
All covenants, representations and warranties shall survive indefinitely:
1. Purchase for Investment. I am purchasing the Shares solely for my own account
for investment only and not for the account of any other person and not for
distribution, assignment or resale to others, and no other person has a
direct or indirect beneficial interest in the Shares.
2. Means and Knowledge of Investor. I have adequate means of providing for my
current needs and possible personal contingencies, have no need for liquidity
in any investment in the Company, am able to bear the substantial economic
risks of an investment in the Company for an indefinite period of time, and
at present time could afford a complete loss of my investment in the Company.
I have such knowledge and experience of financial and business matters as are
necessary in order to enable me to utilise the information made available to
me in connection with the offering of the Shares and to make an informed
business decision with respect to my investment in the Company.
3. Restrictions on Transfer of Stockholder Shares
(a) Lock-Up: Upon notification from the Company that the Company intends to
engage in an initial public offering, I agree that, without the prior
written consent of the Company, I will not offer, sell, contract to sell of
otherwise dispose of (or announce any offer, sale, contract of sale of other
disposition), directly or indirectly, any of the
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Shares, of any securities convertible into or exchangeable for the
Shares, until the date six (6) months after the effective date of the
initial public offering of the Shares, to the extent required by an
underwriter in connection with the initial public offering.
(b) Restrictions under Securities Act of 1933. In addition to the
restrictions imposed by Section 3(a), I recognize that the stock
certificates representing the Shares will contain the following legend,
and I hereby covenant to act in accordance with the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). THE SHARES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED TO ANY RESIDENT OF
THE UNITED STATES FOR A PERIOD OF TWELVE MONTHS IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY HAS BEEN OBTAINED TO THE EFFECT THAT THE
PROPOSED TRANSFER COMPLIES WITH REGULATION S UNDER THE ACT OR OTHER
EXEMPTION FROM REGISTRATION UNDER THE ACT AND WITH APPLICABLE STATE
SECURITIES LAWS.
INVESTOR RIGHTS
4. Registration Rights
(a) Piggy-Back Registration Rights. Subject to Section 4(b) below if the
Company proposes to register any of its stock or other securities under
the Securities Act of 1933, as amended, in connection with the public
offering of such securities solely for cash (other than a registration
relating solely to the sale of securities to participants in a Company
stock plan, or a registration on any form which does not include
substantially the same information as would be required to be included in
a registration statement covering the sale of the Shares or a SEC Rule
145 Transaction, the Company shall give prompt written notice to the
Investors of its intention to effect such a registration (each a
"Piggyback Notice"), including without limitation any initial public
offering and any subsequent offering whether or not pursuant to any
exercise of any shareholder demand registration rights, and, provided
that the Company has received a written request for inclusion therein
within fifteen (15) days after the date of sending of such notice, the
Company shall include in such registration, registration of all Shares.
The Company shall pay all expenses incident to the Company's performance
of or compliance with this section, other than underwriters' discount and
commissions, which are the sole responsibility of the Investors, but
including, without limitation, all registration and filing fees, fees and
expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, and fees and disbursements of
counsel for the Company and
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all independent certified public accountants and underwriters.
Notwithstanding the foregoing, after the Company's initial public
offering, the Company will not be required to include the Shares in
the offering or to give notice to the Investors if the underwriters
have advised the Company in writing that in their judgment market
conditions will not allow the inclusion of any shares for resale in
such offering.
(b) Limitations on Registration Rights. The registration rights of the
Investors granted pursuant to Section 4(a) above are subject to the
rights of the holders of the Company's Series M Preferred Stock,
Series B Preferred Stock and Series C Preferred Stock (the "Preferred
Stock"), as more particularly described in that certain Shareholders
Agreement among the Company and the holders of the Company's capital
stock. The Company shall be required to include the Shares in any
registration only to the extent that such inclusion will not reduce
the amount of shares of Preferred Stock included in the registration.
Thereafter, to the extent that the total amount of Shares requested by
the Investors to be included in such offering exceeds the amount of
securities sold other than by the Company that the underwriters
determine may be included in the offering, the Shares to be included
will be apportioned pro rata among the Investors according to the
total amount of securities owned by each Investor or in such other
proportions as shall mutually be agreed to by such investors.
(c) Indemnification. In the event any of the Shares are included in a
registration statement under this Section:
(i) To the extent permitted by law, the Company will indemnify and
hold harmless each Investor, and underwriter (as defined in the
Securities Act of 1933) for such Investor and each person, if
any, who controls such Investor or underwriter within the meaning
of the Act or the Securities Exchange Act of 1934, as amended
(the "1934 Act"), against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject
under the Act, or the 1934 Act or other federal or state laws,
insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of
the following statements, omissions or violations (collectively a
"Violation"): (x) any untrue statement or alleged untrue
statement of a material fact contained in such registration
statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements
thereto; (y) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make
the statements therein not misleading; or (z) any violation or
alleged violation by the Company of the Act, the 1934 Act, any
state securities law or any rule or regulation promulgated under
the Act, or the 1934 Act or any state securities laws; and the
Company will pay to each such Investor, underwriter of
controlling person, as incurred, any legal or other expenses
reasonably incurred by one law firm retained by them (or such
additional law firms retained by an Investor or Investors if such
Investor or Investors reasonably believe there exists a conflict
of interest among them) in connection with investigating or
defending any such loss,
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claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this subsection shall not apply
to amounts paid in settlement of any such loss, claim, damage,
lability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for
any loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such
Investor, underwriter or controlling person.
(ii) To the extent permitted by law, each selling Investor will
indemnify and hold harmless the Company, each of its
directors each of its officers who has signed the
registration statement, each person, if any, who controls
the Company within the meaning of the Act, any underwriter,
any other Investor selling securities in such registration
statement and any controlling person of any such
underwriter or other Investor, against any losses, claims,
damages or liabilities (joint or several) to which any of
the foregoing persons may become subject, under the Act, or
the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such
Investor expressly for use in connection with such
registration; and each such Investor will pay, as incurred,
any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this
subsection, in connection with investigating or defending
any such loss, claim, damage, liability or action [delete;]
if such settlement is effected without the consent of the
Investor, which consent shall not be unreasonably withheld;
provided that, in no event shall any indemnity under this
subsection exceed the net proceeds from the offering
received by such Investor.
(iii) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action
(including any governmental action), such indemnified party
will, if a claim in respect thereof is to be made against
any indemnifying party under this Section, deliver to the
indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other
indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by
the indemnifying party,
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if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified
party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement
of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability
to the indemnified party under this Section, but the failure to
deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified
party otherwise than under this Section.
(iv) The obligations of the Company and Investors under this Section
shall survive the completion of any offering of securities in a
registration statement under this Section, and otherwise.
5. Tag-Along Rights. If a third-party ("Intended Transferee") presents a
bona fide written offer (the "Offer") to purchase fifty percent (50%) or
more the Company's Subject Common Stock from any holder or holders of the
Company's common stock other than the Investors (the shares to be purchased
are referred to herein as the "Subject Shares"), and if the holder of the
Subject Shares (the "Intended Transferor") desires to accept the Offer, the
Investors shall be entitled to participate in the transaction with the
Intended Transferee, in the same capacity as the Intended Transferor, such
that each of the Investors shall be entitled to transfer, on the terms and
conditions and in the manner set forth in the Offer, that percentage of his
or her Shares equal to the percentage of the Subject Common Stock that the
Subject Shares represent. "Subject Common Stock" means all common stock of
the Company including all stock that have been or may be converted into
common stock of the Company. In order to exercise his or her rights under
the Section, an Investor shall so notify the Intended Transferor, the
Intended Transferee and the Board of Directors of the Company on or before
the twentieth (20th) business day after the Offer is received by the
Intended Transferees. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO
THE CONTRARY, THE PROVISIONS OF THIS SECTION 5 SHALL ONLY BE BINDING UPON
AND ENFORCEABLE AGAINST HOLDERS OF THE COMPANY'S COMMON STOCK WHO HAVE DULY
APPROVED THIS INVESTORS AGREEMENT AND SECTION 5 HEREOF BY THE REQUISITE
VOTE, CONSENT OR AGREEMENT.
MISCELLANEOUS
6. Notices. Any and all notices, requests, demands and other communications
permitted or required hereunder shall be in writing and shall be deemed
given, on receipt if personally delivered or sent by facsimile or other
electronic means, or three (3) business days after mailing if mailed,
postage prepaid, certified or registered, return receipt requested, to the
parties at the addresses indicated below, or at such other addresses as
they may indicate by written notice given as herein provided.
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7. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation
of this Agreement.
8. Governing Law. This Agreement has been executed in, and shall be construed
and enforced in accordance with the laws of the State of Delaware, United
States of America (excluding choice of law rules of such jurisdiction).
9. Entire Agreement. This is and shall be deemed to be the complete and final
expression of the agreement between the parties as to the matters herein
contained.
10. Amendments. This Agreement may only be amended by written agreement executed
by the parties hereto.
11. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall be
considered one and the same agreement.
12. Photographic Copies. Photographic or facsimile reproductions of this
Agreement may be made and relied upon the same extent as though the copy
were an original.
THE PARTIES IDENTIFIED BELOW have executed this Agreement as of the date
first written above
GENOMIC SOLUTIONS, INC )
by
Signature page to Investor Agreement, dated December 19, 1997
between Genomic Solutions Inc. and the Investors
Genomic Solutions Inc., a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Its: President, Chief Executive
Officer and Chairman of the Board
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3. Entire Agreement. This is and shall be deemed to be the
complete and final expression of the agreement between the parties as
to the matters herein contained.
4. Amendment. This Agreement may only be amended by written
agreement executed by the parties hereto.
5. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of
which together shall be considered one and the same agreement.
6. Photographic Copies. Photographic or facsimile reproductions of
this Agreement may be made and relied upon to the same extent as
though the copy were an original.
THE PARTIES IDENTIFIED BELOW have executed this Agreement as of
the data first written above.
/s/ Xxxxxxx X. Boston
-------------------------
Xxxxxxx X. Boston
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