EXHIBIT 1
JOINDER AGREEMENT TO
GROUP AGREEMENTS REGARDING
COMMON STOCK OF LIFE
TECHNOLOGIES, INC.
On January 26, 2000, the Xxxxxxxxx X. Xxxxx Trust (the "Trust")
transferred (the "Transfer") beneficial ownership of all shares of common stock,
par value $.01 per share (the "Common Stock"), of Life Technologies, Inc.
("LTI") held by the Trust to Xxxxxxxxx X. Xxxxx.
By his execution and delivery of the attached signature page, Xxxxx
hereby:
(i) agrees to become a party to each of the Agreements, dated as of
November 25, 1998, December 1, 1998, and December 18, 1998,
respectively (each as amended on May 10, 1999 and December 3, 1999),
among International Specialty Products Inc. and each of the Investors
party thereto (collectively, the "Group Agreements"), and shall be
fully bound by, and subject to, all of the covenants, terms and
conditions of each of the Group Agreements as though an original
party thereto and shall be deemed an Investor, as such term is
defined in each of the Group Agreements, for all purposes thereof;
and
(ii) authorizes the attached signature page to be attached to and
made part of each of the Group Agreements; and
(iii) authorizes this Joinder Agreement to be filed as an exhibit to
a Schedule 13D filing with the Securities and Exchange Commission
with respect to the Group Agreements and the Common Stock.
In addition, by execution of the attached signature page, each of the
undersigned consents to the Transfer.
This Joinder Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[Signatures on Following Page]
IN WITNESS WHEREOF, each of the undersigned has caused this Joinder
Agreement to be executed as of the 27th day of January, 2000.
/s/ Xxxxxxxxx X. Xxxxx
----------------------
Xxxxxxxxx X. Xxxxx
Agreed to and accepted this
27th day of January, 2000
INTERNATIONAL SPECIALTY YORK CAPITAL MANAGEMENT, L.P.,
PRODUCTS INC. by Dinan Management, L.L.C., its
General Partner
By: /s/ Kumar Shah
-----------------------------
Name: Kumar Shah By: /s/ Xxxxx X. Xxxxx
Title: Senior Vice President -----------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Managing Member
THE XXXXX REVOCABLE TRUST
JGD MANAGEMENT CORP.
By: /s/ X. Xxxxx
-----------------------------
Name: X. Xxxxx By: /s/ Xxxxx X. Xxxxx
Title: Trustee -----------------------------
Name: Xxxxx X. Xxxxx
Title: President
BEAR, XXXXXXX & CO. INC.
YORK INVESTMENT LIMITED
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx By: /s/ Xxxxxxx X.X. Xxxxx Xxxxxx
Title: Senior Managing Director -------------------------------
Name: Xxxxxxx X.X. Xxxxx Xxxxxx
Title: Director
/s/ X. Xxxxx
-----------------------------
X. Xxxxx
