REGISTRATION RIGHTS AGREEMENT

                         -----------------------------



    THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is amended and

restated as of June 28, 2001, by and among PrimeSource Healthcare, Inc., a

Massachusetts corporation (the "Company") and the persons listed as Stockholders

in the signature pages hereto (collectively, the "Stockholders" and

individually, a "Stockholder").



    WHEREAS, on March 2, 2001, the Company entered into a Registration Rights

Agreement with the Stockholders set forth therein (the "Existing Registration

Rights Agreement");



    WHEREAS, pursuant to that certain Unit Purchase Agreement, dated as of the

date hereof (the "Unit Purchase Agreement"), by and among the Company and the

investors listed on the signature pages thereto, the Company will issue shares

of Series E Preferred Stock and certain warrants exercisable for Common Stock;



    WHEREAS, the transactions contemplated by the Unit Purchase Agreement will

benefit the Company; and



    WHEREAS, the parties are willing to execute this Agreement and to be bound

by the provisions hereof;



    NOW, THEREFORE, in consideration of the premises, the agreements set forth

below, and the parties' desire to further the interests of the Company and its

present and future stockholders, the parties agree as follows:



{Page}



    1.  CERTAIN DEFINITIONS.



    As used in this Agreement, the following terms shall have the following

meanings (such meanings to be equally applicable to both the singular and plural

forms of the terms defined):



    "Affiliate" means, with respect to a specified Person, (a) any other person

directly or indirectly controlling or controlled by or under direct or indirect

common control with such specified Person, (b) any other Person that owns,

directly or indirectly, five percent (5%) or more of such specified person's

capital stock, (c) any employee or director of such specified Person, (d) any

member of the family of any Person specified in clauses (a), (b), and (c), or

(e) any corporation, limited liability company, partnership, trust or other

entity in which any Person set forth in clauses (a), (b), (c) or (d) above, or

member of the family of any such Person, is a director, officer, trustee,

partner or holder of more than five percent (5%) of the outstanding capital

stock thereof. For the purposes of this definition, "control," when used with

respect to any specified person, means the power to direct the management and

policies of such person, directly or indirectly, whether through the ownership

of voting securities, by contract or otherwise; and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.



    "Agreement" shall have the meaning assigned in the preamble hereto.



    "Alternative Equity Financing Stock" shall mean the series of equity

security of the Company issued in any equity financing of the Corporation

subsequent to the date hereof that does not qualify as a Qualified Equity

Financing.



    "Bayley" shall have the meaning set forth in clause (r) of the definition of

"Registrable Securities" contained herein.



    "Board of Directors" shall mean the Board of Directors of the Company.



    "Claim" shall mean any loss, claim, damages, liability or expense (including

the reasonable costs of investigation and reasonable legal fees and expenses).



    "Common Stock" shall mean the Common Stock, par value $.01 per share, of the

Company.



    "Company" shall have the meaning assigned in the preamble hereto.



    "Demand Registration" shall mean a registration pursuant to SECTION 2

hereof.



                                      2

{Page}



    "Equity Security" shall mean any capital stock of the Company or any

security convertible, with or without consideration, into any such stock, or any

security carrying any warrant or right to subscribe for or purchase any such

stock, or any such warrant or right.



    "Exchange Act" shall mean the Securities Exchange Act of 1934, as from time

to time amended.



    "Existing Registration Rights Agreement" shall have the meaning assigned in

the recitals hereto.



    "Firm Commitment Underwritten Offering" shall mean an offering in which the

underwriters agree to purchase securities for distribution pursuant to a

Registration Statement under the Securities Act and in which the obligation of

the underwriters is to purchase all the securities being offered if any are

purchased.



    "Future Preferred Stock" shall mean a series of preferred stock of the

Company conveying to its holders rights and obligations substantially similar to

those provided by the Company's Certificate of Designations for Series C

Preferred Stock, as issued at the Effective Time (as defined in the Merger

Agreement).



    "Future Registrable Securities" shall have the meaning set forth in

clause (c) of the definition of "Registrable Securities" contained herein.



    "Holder" shall mean the beneficial owner of a security. For all purposes of

this Agreement, the Company shall be entitled to treat the record owner of a

security as the beneficial owner of such security unless the Company has been

given written notice of the existence and identity of a different beneficial

owner. A Holder of Preferred Stock shall be deemed to be the Holder of the

Common Stock into which such Preferred Stock could be converted.



    "Indemnified Holder" shall mean any Holder of Registrable Securities, any

officer, director, employee or agent of any such Holder and any Person who

controls any such Holder within the meaning of either Section 15 of the

Securities Act or Section 20 of the Exchange Act.



    "Junior Securities" means any class or series of the Company's capital stock

which ranks junior to the Series C Preferred Stock as to dividend distributions

or distributions upon the liquidation, winding up and dissolution of the

Company.



    "Misstatement" shall mean an untrue statement of a material fact or an

omission to state a material fact required to be stated in a Registration

Statement or Prospectus or necessary to make the statements in a Registration

Statement, Prospectus or preliminary prospectus not misleading.





                                     3

{Page}



    "Other Stockholders" shall mean the Stockholders other than the Series C

Stockholders and the Series E Stockholders.



    "Person" shall mean a natural person, partnership, corporation, business

trust, association, joint venture or other entity or a government or agency or

political subdivision thereof.



    "Piggyback Registration" shall mean a registration pursuant to SECTION 3

hereof.



    "Preferred Registrable Securities" shall mean the Series C Registrable

Securities and the Series E Registrable Securities.



    "Preferred Stock" shall mean any shares of any series of preferred stock

other than the Series D Preferred Stock issued as of the date hereof or in the

future by the Company.



    "Prospectus" shall mean the prospectus included in any Registration

Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated

by reference in such prospectus.



    "PSS Common Stock" shall mean the Common Stock, par value $0.001 per share,

of PrimeSource Surgical, Inc., as it existed prior to the Effective Time (as

defined in the Merger Agreement).

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC