Exhibit 4.2


 


INVESTOR RIGHTS
AGREEMENT


 


This Investor
Rights Agreement (this “Agreement”) is made and entered into as of July 14,
2003 among Genetronics Biomedical Corporation, a Delaware corporation (the
“Company”), and each of the purchasers executing this Agreement and listed on Schedule
1 attached hereto (collectively, the “Purchasers”).


 


This Agreement
is being entered into pursuant to the Preferred Stock and Warrant Purchase
Agreement, dated as of the date hereof, by and among the Company and the Purchasers
(the “Purchase Agreement”).


 


The Company
and the Purchasers hereby agree as follows:


 


1.                                       Definitions.


 


Capitalized
terms used and not otherwise defined herein shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms
shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 3(m).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly
controls or is controlled by or under common control with such Person. For the
purposes of this definition, “control,” when used with respect to any Person,
means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms of
“affiliated,” “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Blackout
Period” shall have the meaning set forth in Section 3(n).


 


“Board”
shall have the meaning set forth in Section 3(n).


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the State of California
generally are authorized or required by law or other government actions to
close.


 


“Closing
Date” means the Closing Date as defined in the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the Company’s Common Stock, par value $0.001 per share.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2.


 


“Event”
shall have the meaning set forth in Section 7(e).


 

















 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Filing
Date” means the 60th day following the Closing Date.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time
to time of Registrable Securities, including without limitation the Purchasers
and their assignees.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


 “Person” means an individual or a
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or
an agency or political subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Prospectus”
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.


 


“Registrable
Securities” means (a) the Conversion Shares and the Warrant Shares (without
regard to any limitations on beneficial ownership contained in the Certificate
of Designation or Warrants) or other securities issued or issuable to each
Purchaser or its transferee or designee (i) upon conversion of the Preferred
Stock and/or upon exercise of the Warrants, or (ii) upon any dividend or
distribution with respect to, any exchange for or any replacement of such
Preferred Stock or Warrants or (iii) upon any conversion, exercise or exchange
of any securities issued in connection with any such distribution, exchange or
replacement; (b) securities issued or issuable upon any stock split, stock
dividend, recapitalization or similar event with respect to the foregoing; and
(c) any other security issued as a dividend or other distribution with respect
to, in exchange for, in replacement or redemption of, or in reduction of the
liquidation value of, any of the securities referred to in the preceding
clauses; provided, however, that such securities shall cease to be Registrable
Securities when such securities have been sold to or through a broker or dealer
or underwriter in a public distribution or a public securities transaction or
when such securities may be sold without any restriction pursuant to Rule
144(k) as determined by the counsel to the Company pursuant to a written
opinion letter, addressed to the Company’s transfer agent to such effect as
described in Section 2 of this Agreement.


 


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“Registration
Statement” means the registration statements and any additional
registration statements contemplated by Section 2, including (in each case) the
Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference in such registration statement.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Rule 158”
means Rule 158 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Special
Counsel” means one special counsel to the Holders selected by a majority in
interest of the Holders with notice of such selection given to the Company.


 


“Warrant
Shares” means the shares of Common Stock issuable upon the exercise of the
warrants issued or to be issued to the Purchasers or their assignees or
designees in connection with the offering consummated under the Purchase
Agreement.


 


2.                                       Registration.
As soon as possible following the Closing Date (but not later than the Filing
Date), the Company shall prepare and file with the Commission a “shelf”
Registration Statement covering all Registrable Securities for a secondary or
resale offering to be made on a continuous basis pursuant to Rule 415. The
Registration Statement shall be on Form S-3 (or if such form is not available
to the Company on another form appropriate for such registration in accordance
herewith). The Company shall use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act not later than one
hundred and twenty (120) days after the Closing Date (including filing with the
Commission a request for acceleration of effectiveness in accordance with Rule
12dl-2 promulgated under the Exchange Act within five (5) Business Days of the
date that the Company is notified (orally or in writing, whichever is earlier)
by the Commission that a Registration Statement will not be “reviewed,” or not
be subject to further review) and to keep such Registration Statement
continuously effective under the Securities Act until such date as is the
earlier of (x) the date when all Registrable Securities covered by such
Registration Statement have been sold or (y) the date on which the Registrable
Securities may be sold without any restriction pursuant to Rule 144(k) as
determined by the counsel to the Company pursuant to a written opinion letter,
addressed to the Company’s transfer agent to such effect (the


 


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“Effectiveness Period”). Upon the initial
filing thereof, the Registration Statement shall cover at least 100% of the
shares of Common Stock for issuance upon the conversion of the Preferred Stock
and 100% of the shares of Common Stock for issuance upon the exercise of the
Warrants.  Such Registration Statement
also shall cover, to the extent allowable under the Securities Act and the
Rules promulgated thereunder (including Securities Act Rule 416), such
indeterminate number of additional shares of Common Stock resulting from stock
splits, stock dividends or similar transactions with respect to the Registrable
Securities.


 


3.                                       Registration
Procedures.


 


In connection
with the Company’s registration obligations hereunder, the Company shall:


 


(a) Prepare
and file with the Commission on or prior to the Filing Date, a Registration
Statement on Form S-3 (or if such form is not available to the Company on
another form appropriate for such registration in accordance herewith) (which
shall include a Plan of Distribution substantially in the form of Exhibit A
attached hereto), and cause the Registration Statement to become effective and
remain effective as provided herein; provided, however, that not less than
three (3) Business Days prior to the filing of the Registration Statement or
any related Prospectus or any amendment or supplement thereto, the Company
shall (i) furnish to the Special Counsel, copies of all such documents proposed
to be filed, which documents (other than those incorporated by reference) will
be subject to the review of such Special Counsel, and (ii) at the request of
any Holder cause its officers and directors, counsel or independent certified
public accountants, as applicable, to respond to such inquiries as shall be
necessary, in the reasonable opinion of counsel to such Holders, to conduct a
reasonable investigation within the meaning of the Securities Act. The Company
shall not file the Registration Statement or any such Prospectus or any
amendments or supplements thereto to which the Holders of a majority of the
Registrable Securities or the Special Counsel shall reasonably object within
three (3) Business Days after the Special Counsel’s receipt thereof.


 


(b)                                 (i)
Prepare and file with the Commission such amendments, including post-effective
amendments, to the Registration Statement as may be necessary to keep the
Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and to the extent any Registrable
Securities are not included in such Registration Statement for reasons other
than the failure of the Holder to comply with Section 3(m) hereof, shall
prepare and file with the Commission such additional Registration Statements in
order to register for resale under the Securities Act all Registrable
Securities; (ii) cause the related Prospectus to be amended or supplemented by
any required Prospectus supplement, and as so supplemented or amended to be
filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; (iii) respond as promptly as possible,
and in no event later than 10 business days, to any comments received from the
Commission with respect to the Registration Statement or any amendment thereto
and as promptly as possible provide the Holders true and complete copies of all
correspondence from and to the Commission relating to the Registration Statement;
and (iv) comply in all material respects with the provisions of the Securities
Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by the Registration


 


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Statement during the Effectiveness Period in
accordance with the intended methods of disposition by the Holders thereof set
forth in the Registration Statement as so amended or in such Prospectus as so
supplemented.


 


(c)                                  Notify
the Holders of Registrable Securities to be sold and the Special Counsel as
promptly as possible (A) when a Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement is proposed to be filed
(but in no event in the case of this subparagraph (A), less than three (3)
Business Days prior to date of such filing); (B) when the Commission notifies
the Company whether there will be a “review” of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement; and
(C) with respect to the Registration Statement or any post-effective amendment,
when the same has become effective, and after the effectiveness thereof: (i) of
any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to the Registration Statement or
Prospectus or for additional information; (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registrable Securities or the initiation
of any Proceedings for that purpose; (iii) if at any time any of the
representations and warranties of the Company contained in any agreement
contemplated hereby ceases to be true and correct in all material respects;
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (v) if the financial
statements included in the Registration Statement become ineligible for
inclusion therein or of the occurrence of any event that makes any statement
made in the Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires any revisions to the Registration Statement, Prospectus or
other documents so that, in the case of the Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(d)                                 Use
its best efforts to avoid the issuance of, or, if issued, use best efforts to
obtain the withdrawal of, (i) any order suspending the effectiveness of the
Registration Statement or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.


 


(e)                                  If
requested by the Holders of a majority in interest of the Registrable
Securities, (i) promptly incorporate in a Prospectus supplement or post-effective
amendment to the Registration Statement such information as the Company
reasonably agrees should be included therein and (ii) make all required filings
of such Prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;
provided, however, that the Company shall not be required to take any action
pursuant to this Section 3(e) that would, in the written opinion of counsel for
the Company (addressed to the Special Counsel), violate applicable law.


 


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(f)                                    Furnish
to each Holder and the Special Counsel, without charge, at least one conformed
copy of each Registration Statement and each amendment thereto, including
financial statements and schedules, and all exhibits to the extent requested by
such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission.


 


(g)                                 Promptly
deliver to each Holder and the Special Counsel, without charge, as many copies
of the Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably request; and the
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.


 


(h)                                 Prior
to any public offering of Registrable Securities, use its reasonable commercial
efforts to register or qualify or cooperate with the selling Holders and the
Special Counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder requests in writing, to
keep each such registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by a Registration Statement; provided, however,
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any action that
would subject it to general service of process in any jurisdiction where it is
not then so subject or subject the Company to any material tax in any such
jurisdiction where it is not then so subject.


 


(i)                                     Cooperate
with the Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold pursuant to a
Registration Statement, which certificates shall be free, to the extent
permitted by applicable law and the Purchase Agreement, of all restrictive
legends, and to enable such Registrable Securities to be in such denominations
and registered in such names as any Holder may request at least two (2)
Business Days prior to any sale of Registrable Securities. In connection
therewith, the Company shall promptly after the effectiveness of the
Registration Statement cause an opinion of counsel to be delivered to and
maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent, which authorize and
direct the transfer agent to issue such Registrable Securities without legend
upon sale by the Holder of such shares of Registrable Securities under the
Registration Statement.


 


(j)                                     Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly as
possible, prepare a supplement or amendment, including a post-effective
amendment, to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter
delivered, neither the Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material


 


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fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(k)                                  Cause
all Registrable Securities relating to such Registration Statement to be listed
on the American Stock Exchange and any other United States securities exchange,
quotation system, market or over-the-counter bulletin board, if any, on which
similar securities issued by the Company are then listed as and when required
pursuant to the Purchase Agreement.


 


(l)                                     Comply
in all material respects with all applicable rules and regulations of the
Commission and make generally available to its security holders earning
statements satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 not later than 45 days after the end of any 3-month period (or 90 days
after the end of any 12-month period if such period is a fiscal year)
commencing on the first day of the first fiscal quarter of the Company after
the effective date of the Registration Statement, which statement shall conform
to the requirements of Rule 158.


 


(m)                               Request
each selling Holder to furnish to the Company information regarding such Holder
and the distribution of such Registrable Securities as is required by law or
the Commission to be disclosed in the Registration Statement, and the Company
may exclude from such registration the Registrable Securities of any such
Holder who fails to furnish such information within a reasonable time prior to
the filing of each Registration Statement, supplemented Prospectus and/or
amended Registration Statement.


 


If the
Registration Statement refers to any Holder by name or otherwise as the holder
of any securities of the Company, then such Holder shall have the right to
require (if such reference to such Holder by name or otherwise is not required by
the Securities Act or any similar federal statute then in force) the deletion
of the reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that such
reference ceases to be required.


 


Each Holder
agrees by its acquisition of such Registrable Securities that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described
in Section 3(c)(i), 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(n), such Holder
will forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement contemplated by
Section 3(j), or until it is advised in writing (the “Advice”) by the Company
that the use of the applicable Prospectus may be resumed, and, in either case,
has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.


 


(n)                                 If
(i) there is material non-public information regarding the Company which the
Company’s Board of Directors (the “Board”) reasonably determines not to be in
the Company’s best interest to disclose and which the Company is not otherwise
required to disclose, or (ii) there is a significant business opportunity
(including, but not limited to, the acquisition or disposition of assets (other
than in the ordinary course of business) or any


 


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merger, consolidation, tender offer or other
similar transaction) available to the Company which the Board reasonably
determines not to be in the Company’s best interest to disclose and which the
Company would be required to disclose under the Registration Statement, then
the Company may postpone or suspend filing or effectiveness of a registration
statement for a period not to exceed 30 consecutive days, provided that the
Company may not postpone or suspend its obligation under this Section 3(n) for
more than 45 days in the aggregate during any 12 month period (each, a
“Blackout Period”).


 


4.                                       Registration
Expenses.


 


All fees and
expenses incident to the performance of or compliance with this Agreement by
the Company shall be borne by the Company whether or not the Registration
Statement is filed or becomes effective and whether or not any Registrable
Securities are sold pursuant to the Registration Statement. The fees and
expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with the American Stock Exchange and each other securities exchange, quotation
system, market or over-the-counter bulletin board on which Registrable
Securities are required hereunder to be listed, (B) with respect to filings
required to be made with the Commission, and (C) in compliance with state or
provincial securities or Blue Sky laws (including, without limitation, fees and
disbursements of Special Counsel in connection with Blue Sky qualifications of
the Registrable Securities and determination of the eligibility of the
Registrable Securities for investment under the laws of such jurisdictions as
the Holders of a majority of Registrable Securities may designate)), (ii)
printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities and of printing or photocopying
prospectuses), (iii) messenger, telephone and delivery expenses, (iv)
Securities Act liability insurance, if the Company so desires such insurance,
(v) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this Agreement,
including, without limitation, the Company’s independent public accountants
(including, in the case of an underwritten offering, the expenses of any
comfort letters or costs associated with the delivery by independent public
accountants of a comfort letter or comfort letters) and legal counsel, and (vi)
fees and expenses of the Special Counsel in connection with any Registration
Statement hereunder. In addition, the Company shall be responsible for all of
its internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.


 


5.                                       Indemnification.


 


(a)                                  Indemnification
by the Company. The Company shall, notwithstanding any termination of this
Agreement, indemnify and hold harmless each Holder, the officers, directors,
partners, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under
a margin call of Common Stock), investment advisors and employees of each of
them, each Person who


 


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controls any such Holder (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the
officers, directors, agents and employees of each such controlling Person, to
the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
costs of preparation and reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to any untrue
or alleged untrue statement of a material fact contained or incorporated by
reference in the Registration Statement, any Prospectus or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or
arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or form of prospectus or amendment or supplement
thereto, in the light of the circumstances under which they were made) not
misleading, except to the extent, but only to the extent, that (i) such untrue
statements or omissions are based solely upon information regarding such Holder
furnished in writing to the Company by such Holder expressly for use therein,
which information was reasonably relied on by the Company for use therein or to
the extent that such information relates to (x) such Holder and was reviewed
and expressly approved in writing by such Holder expressly for use in the
Registration Statement, such Prospectus or such form of prospectus or in any
amendment or supplement thereto or (y) such Holder’s proposed method of
distribution of Registrable Securities as set forth in Exhibit A (or as such
Holder otherwise informs the Company in writing); or (ii) in the case of an
occurrence of an event of the type described in Section 3(c)(ii), 3(c)(iii),
3(c)(iv), 3(c)(v) or 3(n), the use by a Holder of an outdated or defective
Prospectus after the delivery to the Holder of written notice from the Company
that the Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice contemplated in Section 3(m). The Company shall notify the
Holders promptly of the institution, threat or assertion of any Proceeding of
which the Company is aware in connection with the transactions contemplated by
this Agreement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of an Indemnified Party (as defined
in Section 5(c) to this Agreement) and shall survive the transfer of the
Registrable Securities by the Holders.


 


(b)                                 Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and
hold harmless the Company, its directors, officers, agents and employees, each
Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers,
agents and employees of such controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, arising
solely out of or based solely upon any untrue statement of a material fact
contained in the Registration Statement, any Prospectus, or any form of
prospectus, or in any amendment or supplement thereto, or arising solely out of
or based solely upon any omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, to the extent, but
only to the extent, that (i) such untrue statement or omission is contained in
or omitted from any information so furnished in writing by such Holder to the
Company specifically for inclusion in the Registration Statement or such
Prospectus and that such information was reasonably relied upon by the Company
for use in the Registration Statement, such Prospectus, or in any amendment or
supplement thereto, or to the extent that


 


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such information relates to (x) such Holder
and was reviewed and expressly approved in writing by such Holder expressly for
use in the Registration Statement, such Prospectus, or such form of prospectus
or in any amendment or supplement thereto or (y) such Holder’s proposed method
of distribution of Registrable Securities as set forth in Exhibit A (or as such
Holder otherwise informs the Company in writing) or (ii) in the case of an
occurrence of an event of the type described in Section 3(c)(ii), 3(c)(iii),
3(c)(iv), 3(c)(v) or 3(n), the use by a Holder of an outdated or defective
Prospectus after the delivery to the Holder of written notice from the Company
that the Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice contemplated in Section 3(m); provided, however, that the
indemnity agreement contained in this Section 5(b) shall not apply to amounts
paid in settlement of any Losses if such settlement is effected without the
prior written consent of the Holder, which consent shall not be unreasonably
withheld. Notwithstanding anything to the contrary contained herein, the Holder
shall be liable under this Section 5(b) for only that amount as does not exceed
the net proceeds to such Holder as a result of the sale of Registrable
Securities pursuant to such Registration Statement.


 


(c)                                  Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party promptly shall notify the Person from whom
indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying
Party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all
reasonable fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant
to this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) that such failure shall have proximately
and materially adversely prejudiced the Indemnifying Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless:
(1) the Indemnifying Party has agreed in writing to pay such fees and expenses;
or (2) the Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and such Indemnified Party shall have been
advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the reasonable expense of the
Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such


 


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Proceeding and does not impose any monetary
or other obligation or restriction on the Indemnified Party.


 


The
Indemnified Party shall pay all reasonable fees and expenses of the Indemnified
Party (including reasonable fees and expenses to the extent incurred in
connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section), as incurred, within ten (10)
Business Days of written notice thereof to the Indemnifying Party, which notice
shall be delivered no more frequently than on a monthly basis (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to
the extent it is finally judicially determined that such Indemnified Party is
not entitled to indemnification hereunder).


 


(d)                                 Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party because of a failure or refusal of a governmental authority
to enforce such indemnification in accordance with its terms (by reason of
public policy or otherwise), then each 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, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified
Party 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 of a material fact, has been taken
or made by, or relates to information supplied by, such Indemnifying, Party or
Indemnified Party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or
omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in Section 5(c), any
reasonable attorneys’ or other reasonable fees or expenses incurred by such
party in connection with any Proceeding to the extent such party would have
been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms.
Notwithstanding anything to the contrary contained herein, the Holder shall be
required to contribute under this Section 5(d) for only that amount as does not
exceed the net proceeds to such Holder as a result of the sale of Registrable
Securities pursuant to such Registration Statement.


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.


 


The indemnity
and contribution agreements contained in this Section are in addition to any
liability that the Indemnifying Parties may have to the Indemnified Parties.
The indemnity and contribution agreements herein are in addition to and not in
diminution or


 


11

















 


limitation of any indemnification provisions
under the Purchase Agreement.


 


6.                                       Rule
144.


 


As long as any
Holder owns Preferred Stock, Conversion Shares, Warrants or Warrant Shares, the
Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to Section 13(a) or 15(d) of the
Exchange Act. As long as any Holder owns Preferred Stock, Conversion Shares,
Warrants or Warrant Shares, if the Company is not required to file reports
pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and
furnish to the Holders and make publicly available in accordance with Rule
144(c) promulgated under the Securities Act annual and quarterly financial
statements, together with a discussion and analysis of such financial
statements in form and substance substantially similar to those that would
otherwise be required to be included in reports required by Section 13(a) or
15(d) of the Exchange Act, as well as any other information required thereby,
in the time period that such filings would have been required to have been made
under the Exchange Act. The Company further covenants that it will take such
further action as any Holder may reasonably request in writing, all to the
extent required from time to time to enable such Person to sell Conversion
Shares and Warrant Shares without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act, including compliance with the provisions of the Purchase
Agreement relating to the transfer of the Conversion Shares and Warrant Shares.
Upon the request of any Holder, in writing, the Company shall deliver to such
Holder a written certification of a duly authorized officer as to whether it
has complied with such requirements.


 


7.                                       Miscellaneous.


 


(a)                                  Remedies.
In the event of a breach by the Company or by a Holder, of any of their
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


 


(b)                                 No
Inconsistent Agreements. Except as otherwise disclosed in the Purchase
Agreement, neither the Company nor any of its subsidiaries is a party to an
agreement currently in effect, nor shall the Company or any of its
subsidiaries, on or after the date of this Agreement, enter into any agreement
with respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Without limiting the generality of the foregoing, without the written consent
of the Holders of a majority of the then outstanding Registrable Securities,
the Company shall not grant to any Person the right to request the Company to
register any securities of the Company under the Securities Act unless the
rights so granted are subject in


 


12

















 


all respects to the prior rights in full of
the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.


 


(c)                                  Notice
of Effectiveness. Within two (2) Business Days after the Registration
Statement which includes the Registrable Securities is ordered effective by the
Commission, the Company shall deliver, and shall cause legal counsel for the
Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Holders whose Registrable Securities are included in such
Registration Statement) confirmation that the Registration Statement has been
declared effective by the Commission in the form attached hereto as Exhibit
B.


 


(d)                                 Piggy-Back
Registrations. If at any time when there is not an effective Registration
Statement covering all of the Registrable Securities, the Company shall
determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the
Securities Act of any of its equity securities, other than on Form S-4 or Form
S-8 (each as promulgated under the Securities Act) or its then equivalents
relating to equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable in connection
with stock option or other employee benefit plans, the Company shall send to
each Holder of Registrable Securities written notice of such determination and,
if within seven (7) Business Days after receipt of such notice, any such Holder
shall so request in writing (which request shall specify the Registrable
Securities intended to be disposed of by the Holder), the Company will cause
the registration under the Securities Act of all Registrable Securities which
the Company has been so requested to register by the Holder, to the extent
required to permit the disposition of the Registrable Securities so to be
registered, provided that if at any time after giving written notice of its
intention to register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to such Holder and, thereupon, (i) in the case of a determination
not to register, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from its
obligation to pay expenses in accordance with Section 4 hereof), and (ii) in
the case of a determination to delay registering, shall be permitted to delay
registering any Registrable Securities being registered pursuant to this
Section 7(d) for the same period as the delay in registering such other securities.
The Company shall include in such registration statement all or any part of
such Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any Registrable
Securities pursuant to this Section 7(d) that are eligible for sale pursuant to
Rule 144(k) of the Securities Act. In the case of an underwritten public
offering, if the managing underwriter(s) or underwriter(s) should reasonably
object to the inclusion of the Registrable Securities in such registration
statement, then if the Company after consultation with the managing underwriter
should reasonably determine that the inclusion of such Registrable Securities,
would materially adversely affect the offering contemplated in such registration
statement, and based on such determination recommends inclusion in such
registration statement of fewer or none of the Registrable Securities of the
Holders, then (x) the number of Registrable Securities of the Holders included
in such registration statement shall be reduced pro-rata among such Holders
(based upon the number


 


13

















 


of Registrable Securities requested to be
included in the registration), if the Company after consultation with the underwriter(s)
recommends the inclusion of fewer Registrable Securities, or (y) none of the
Registrable Securities of the Holders shall be included in such registration
statement, if the Company after consultation with the underwriter(s) recommends
the inclusion of none of such Registrable Securities; provided, however, that
if securities are being offered for the account of other persons or entities as
well as the Company, such reduction shall not represent a greater fraction of
the number of Registrable Securities intended to be offered by the Holders than
the fraction of similar reductions imposed on such other persons or entities
(other than the Company).


 


(e)                                  Failure
to File Registration Statement and Other Events. The Company and the
Holders agree that the Holders will suffer damages if the Registration
Statement is not filed on or prior to the sixtieth (60th) day following the
Closing Date and maintained in the manner contemplated herein during the
Effectiveness Period. The Company and the Holders further agree that it would
not be feasible to ascertain the extent of such damages with precision.
Accordingly, if (i) the Registration Statement is not filed on or prior to the
sixtieth (60th) day following the Closing Date, or (ii) except as otherwise
permitted herein, the Company intentionally and willfully fails to file with
the Commission a request for acceleration in accordance with Rule 12d1-2
promulgated under the Exchange Act within five (5) Business Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by
the Commission that a Registration Statement will not be “reviewed,” or not
subject to further review, or (iii) the Registration Statement is filed with
and declared effective by the Commission but thereafter ceases to be effective
as to all Registrable Securities at any time prior to the expiration of the
Effectiveness Period due to an intentional and willful act by the Company,
without being succeeded immediately by a subsequent Registration Statement
filed with the Commission, except as otherwise permitted by this Agreement,
including pursuant to Section 3(n), or (iv) trading in the Common Stock shall
be suspended or if the Common Stock is delisted from the American Stock
Exchange or any other securities exchange, quotation system, market or
over-the-counter bulletin board on which Registrable Securities are required
hereunder to be listed (each an “Exchange”), without immediately being listed
on any other Exchange, for any reason for more than one (1) Business Day, other
than pursuant to Section 3(n), due to an intentional and willful act by the
Company, or (v) the conversion rights of the Holders are suspended due to an
intentional and willful act by the Company without the consent of the
particular Holder other than as set forth in the Certificate of Designation, or
(vi) the Company has breached Section 3(n) of this Agreement (any such failure
or breach being referred to as an “Event”), the Company shall pay in cash as
liquidated damages for such failure and not as a penalty to each Holder an
amount equal to one percent (1%) of such Holder’s pro rata share of the
purchase price paid by all Holders for Preferred Stock purchased and then
outstanding pursuant to the Purchase Agreement for the initial thirty (30) day
period until the applicable Event has been cured or until the Preferred Stock
has been redeemed (whichever is earlier), which shall be pro rated for such
periods less than thirty (30) days and one percent (1%) of such Holder’s pro
rata share of the purchase price paid by all Holders for Preferred Stock
purchased and then outstanding pursuant to the Purchase Agreement for each
subsequent thirty (30) day period until the applicable Event has been cured
which shall be pro rated for such periods less than thirty days (the “Periodic
Amount”). Payments to be made pursuant to this Section 7(e) shall be due and
payable immediately upon demand in immediately available cash funds. The


 


14

















 


parties agree that the Periodic Amount
represents a reasonable estimate on the part of the parties, as of the date of
this Agreement, of the amount of damages that may be incurred by the Holders if
the Registration Statement is not filed on or prior to the sixtieth (60th) day
following the Closing Date and maintained in the manner contemplated herein
during the Effectiveness Period or if any other Event as described herein has
occurred.


 


(f)                                    Specific
Enforcement, Consent to Jurisdiction.


 


(i)                                     The
Company and the Holders acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof, this being in addition
to any other remedy to which any of them may be entitled by law or equity.


 


(ii)                                  Each
of the Company and the Holders (i) hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts located in New York City, New York
for the purposes of any suit, action or proceeding arising out of or relating
to this Agreement and (ii) hereby waives, and agrees not to assert in any such
suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in
an inconvenient forum or that the venue of the suit, action or proceeding is
improper. Each of the Company and the Holders consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 7(f) shall affect or limit any right to serve
process in any other manner permitted by law.


 


(g)                                 Amendments
and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holders of at least
a majority of the Registrable Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of the
Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.


 


(h)                                 Notices.
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing and shall be deemed given and
effective on the earlier of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone number
specified for notice prior to 5:00 p.m., New York City time, on a Business Day,
(ii) the next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Business Day or later than 5:00 p.m.,


 


15

















 


New York City time, on any date and earlier
than 11:59 p.m., New York City time, on such date, (iii) the Business Day
following the date of mailing, if sent by nationally recognized overnight
courier service such as Federal Express or (iv) actual receipt by the party to
whom such notice is required to be given. The addresses for such communications
shall be with respect to each Holder at its address set forth under its name on
Schedule 1 attached hereto, or with respect to the Company, addressed
to:


 


Genetronics
Biomedical Corporation


11199 Sorrento
Valley Road


San Diego, CA
92121-1334


Attention:  Mr. Peter Kies, Chief Financial Officer


Facsimile
No.:  858-597-0451


 


or to such
other address or addresses or facsimile number or numbers as any such party may
most recently have designated in writing to the other parties hereto by such
notice. Copies of notices to the Company shall be sent to Kirkpatrick &
Lockhart, LLP, 10100 Santa Monica Boulevard, 7th Floor, Los Angeles, CA, 90067,
Attention: Mr. Thomas Poletti, Esq, Facsimile: 310- 552-5001. Copies
of notices to any Holder shall be sent to the addresses, if any, listed on Schedule
1 attached hereto.


 


(i)                                     Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and permitted assigns and shall inure to
the benefit of each Holder and its successors and assigns; provided, that the
Company may not assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of Holders holding a majority of
the Registrable Securities; and provided, further, that each Holder may assign
its rights hereunder in the manner and to the Persons as permitted under the
Purchase Agreement.


 


(j)                                     Assignment
of Registration Rights. The rights of each Holder hereunder, including the
right to have the Company register for resale Registrable Securities in
accordance with the terms of this Agreement, shall be automatically assignable
by each Holder to any transferee of such Holder of all or a portion of the
Preferred Stock, the Warrants or the Registrable Securities if: (i) the Holder
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned, (iii)
following such transfer or assignment the further disposition of such
securities by the transferee or assignees is restricted under the Securities
Act and applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section 7(j),
the transferee or assignee agrees in writing with the Company to be bound by
all of the provisions of this Agreement, and (v) such transfer shall have been
made in accordance with the applicable requirements of the Purchase Agreement
and applicable securities legislation. The rights to assignment shall apply to
the Holders (and to subsequent) successors and assigns.


 


The Company
may require, as a condition of allowing such assignment in connection


 


16

















 


with a transfer of Preferred Stock, Warrants
or Registrable Securities (i) that the Holder or transferee of all or a portion
of the Preferred Stock, the Warrants or the Registrable Securities as the case
may be, furnish to the Company a written opinion of counsel that is reasonably
acceptable to the Company to the effect that such transfer may be made without
registration under the Securities Act, (ii) that the Holder or transferee execute
and deliver to the Company an investment letter in form and substance
acceptable to the Company and (iii) that the transferee be an “accredited
investor” as defined in Rule 501(a) promulgated under the Securities Act.


 


(k)                                  Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and, all of
which taken together shall constitute one and the same Agreement. In the event
that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


 


(l)                                     Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law thereof.


 


(m)                               Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law.


 


(n)                                 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable
in any respect, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their reasonable efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(o)                                 Headings.
The headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.


 


(p)                                 Registrable
Securities Held by the Company and its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company or its
Affiliates (other than any Holder or transferees or successors or assigns
thereof if such Holder is deemed to be an Affiliate solely by reason of its
holdings of such Registrable Securities) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.


 


[signature page follows]


 


17

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Investor Rights Agreement to be
duly executed by their respective authorized persons as of the date first
indicated above.


 


	
  COMPANY:

  
	
   

  
	
  GENETRONICS BIOMEDICAL CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ James L.
  Heppell

  	
   

  
	
  Name: James
  L. Heppell

  
	
  Title:
  Chairman

  



 


18

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  East Hudson
  Inc. (BVI)

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Andrew
  Zacks

  	
   

  
	
  Name: Andrew
  Zacks

  
	
  Title:
  Managing Director, Investment Mgr.

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


19

















 


 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  The Conus
  Fund L.P.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Andrew
  Zacks

  	
   

  
	
  Name: Andrew
  Zacks

  
	
  Title:
  Managing Member, G.P.

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


20

















 


 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  The Conus
  Fund Offshore Ltd.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Andrew
  Zacks

  	
   

  
	
  Name: Andrew
  Zacks

  
	
  Title:
  Managing Director, Investment Manager

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


21

















 


 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  The Conus
  Fund (QP) L.P.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Andrew
  Zacks

  	
   

  
	
  Name: Andrew
  Zacks

  
	
  Title:
  Managing Member, G.P.

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


22

















 


 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Kinetic
  Capital Limited Partnership

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Frank
  Barker

  	
  /s/ Dallas
  Ross

  	
   

  
	
  Name: Frank
  Barker

  	
  Dallas Ross

  	
   

  
	
  Title:
  Partner

  	
  Partner

  	
   

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


23

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  JR Jay
  Public Investments

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Jeffrey
  R. Jay

  	
   

  
	
  Name:
  Jeffrey R. Jay

  
	
  Title:
  Chairman and CEO

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


24

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  RAM Capital
  Group, LLC

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mark
  Kovinsky

  	
   

  
	
  Name: Mark
  Kovinsky

  
	
  Title: Chief
  Investment Officer

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


25

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Park Place
  Columbia Ltd

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ T.
  Foulser

  	
   

  
	
  Name: T.
  Foulser

  
	
  Title: 

  	
  Settlements
  Controller

  Park Place
  Capital Ltd

  As Agent In
  Process

  	
   

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


26

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Park Place
  Galileo Ltd

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ T.
  Foulser

  	
   

  
	
  Name: T.
  Foulser

  
	
  Title: 

  	
  Settlements
  Controller

  Park Place
  Capital Ltd

  As Agent In
  Process

  	
   

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


27

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Aran Asset
  Management SA

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Jakob
  Baumgartner

  	
   

  
	
  Name: Jakob
  Baumgartner

  
	
  Title:
  Director Portfolio/Manager

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


28

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Finter Bank
  Zurich

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Christian Russenberger

  	
  /s/ F.
  Zimmermann

  	
   

  
	
  Name:
  Christian Russenberger

  	
  F.
  Zimmermann

  	
   

  
	
  Title:

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


29

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Bernard
  Leroux

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Bernard
  Leroux

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


30

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Glenariff
  Investments Ltd.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ G.F.
  Galbrath

  	
   

  
	
  Name:

  
	
  Title:
  President

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


31

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Colin Paul
  Sabiston

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Paul
  Sabiston

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


32

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Mike
  Fitzmaurice

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mike
  Fitzmaurice

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


33

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Catalyst
  Capital LLC

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Kiran
  Sidhu

  	
   

  
	
  Name: Kiran
  Sidhu

  
	
  Title:
  Managing Member

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


34

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Brian Noble

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Brian
  Noble

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


35

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Northern
  Rivers Innovation Fund LP

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Peter
  Blacklock

  	
   

  
	
  Name: Peter
  Blacklock

  
	
  Title: 

  	
  Vice
  President, Secretary, Treasurer

  Northern
  Rivers General Partner Ltd.

  	
   

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


36

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  B.C.
  Equities, Inc.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ D.B. Rix

  	
   

  
	
  Name: 

  
	
  Title:
  President

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


37

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Otape
  Investments LLC

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard
  M. Coyne

  	
   

  
	
  Name:
  Richard M. Coyne

  
	
  Title:
  General Counsel

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


38

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  SCO Capital
  Partners LLC

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Steven
  Rouhandeh

  	
   

  
	
  Name: Steven
  Rouhandeh

  
	
  Title:
  Chairman

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


39

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  The Chloe H
  Rouhandeh Trust

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Steven
  Rouhandeh

  	
   

  
	
  Name: Steven
  Rouhandeh

  
	
  Title:
  Trustee

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


40

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  The Sophie C
  Rouhandeh Trust

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Steven
  Rouhandeh

  	
   

  
	
  Name: Steven
  Rouhandeh

  
	
  Title:
  Trustee

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


41

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  The Steven H
  Rouhandeh 1999 Family Trust

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Lynn A.
  Frielinghaus

  	
   

  
	
  Name: Lynn
  A. Frielinghaus

  
	
  Title:
  Trustee

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


42

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  SDS Merchant
  Fund, LP

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Scott E.
  Derby

  	
   

  
	
  Name: Scott
  E. Derby

  
	
  Title:
  General Counsel

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


43

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Bay Star
  Capital II, L.P.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Steven
  M. LaMar

  	
   

  
	
  Name: Steven
  M. LaMar

  
	
  Title:
  Managing Partner

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


44

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  North Sound
  Legacy Fund LLC

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Thomas
  McAuley

  	
   

  
	
  Name: Thomas
  McAuley

  
	
  Title: Chief
  Investment Officer

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


45

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  North Sound
  Legacy International Ltd.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Thomas
  McAuley

  	
   

  
	
  Name: Thomas
  McAuley

  
	
  Title: Chief
  Investment Officer

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


46

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  North Sound
  Legacy International Fund LLC

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Thomas
  McAuley

  	
   

  
	
  Name: Thomas
  McAuley

  
	
  Title: Chief
  Investment Officer

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


47

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  ProMed
  Partners, L.P.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Barry
  Kurokawa

  	
   

  
	
  Name: Barry
  Kurokawa

  
	
  Title:
  Managing Director

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


48

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  ProMed
  Offshore Fund, Ltd.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Barry
  Kurokawa

  	
   

  
	
  Name: Barry
  Kurokawa

  
	
  Title:
  Managing Director

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


49

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Xmark Fund,
  Ltd

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mitchell
  D. Kaye

  	
   

  
	
  Name:
  Mitchell D. Kaye

  
	
  Title: CIO

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


50

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Xmark Fund,
  L.P.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Mitchell
  D. Kaye

  	
   

  
	
  Name:
  Mitchell D. Kaye

  
	
  Title: CIO

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


51

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Paul
  Scharfer

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Paul
  Scharfer

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


52

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Shekhar Basu

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Shekhar
  Basu

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


53

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  John W.
  Mellors

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John W.
  Mellors

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


54

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Crescent
  International Ltd

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Illegible

  	
  /s/
  Illegible

  	
   

  
	
  Name: M.
  Craw

  	
  M. Brezzi

  	
   

  
	
  Title:
  Authorized Signatories

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


55

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  David M.
  Israel

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ David M.
  Israel

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


56

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Kenneth S.
  Pilot

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Kenneth
  S. Pilot

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


57

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  QFinance,
  Inc.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Tom
  Perkins

  	
   

  
	
  Name: Tom
  Perkins

  
	
  Title:
  President

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


58

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Gamma
  Opportunity Capital Partners, LP

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Christopher Rossman

  	
   

  
	
  Name:
  Christopher Rossman

  
	
  Title:

  	
  Managing
  Director

  Gamma
  Capital Advisors, Ltd. (as agent)

  	
   

  
					



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


59

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  SCO
  Securities LLC

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Jeffrey
  B. Davis

  	
   

  
	
  Name:
  Jeffrey B. Davis

  
	
  Title:
  President

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


60

















 


	
  PURCHASERS:

  
	
   

  
	
  Print Exact
  Name:

  	
  Ellis
  International Ltd. Inc.

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Julian
  Ungar

  	
   

  
	
  Name: Julian
  Ungar

  
	
  Title:
  Director

  
				



 


 


[Omnibus Investor Rights Agreement Signature Page]


 


61

















 


SCHEDULE 1


 


PURCHASERS


 


	
  Name and
  Address

  	
   

  	
  Copy of Notice to:

  
	
  East
  Hudson Inc. (BVI)

  c/o Conus Partners, Inc.

  1 Rockefeller Plaza

  19th Floor

  New York, NY 10020

  Attn:             Andrew Zacks

  Tel:                     212-332-7265

  Fax:                    212-332-7551

  az@conusfund.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Conus Fund L.P.

  1 Rockefeller Plaza

  19th Floor

  New York, NY 10020
Attn:             Andrew
  Zacks
Tel:                     212-332-7265
Fax:                    212-332-7551
az@conusfund.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Conus Fund Offshore Ltd.

  c/o Conus Partners, Inc.

  1 Rockefeller Plaza, 19th Floor

  New York, NY 10020
Attn:             Andrew
  Zacks
Tel:                     212-332-7265
Fax:                    212-332-7551
az@conusfund.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Conus Fund QP, L.P.

  1 Rockefeller Plaza
19th Floor
New York, NY 10020
Attn:             Andrew
  Zacks
Tel:                     212-332-7265
Fax:                    212-332-7551
az@conusfund.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kinetic
  Capital Limited Partnership

  1460-777 Hornby Street
Vancouver, B.C.
V6Z 1S4
Attn:             Dallas
  Ross
Tel:                     604-692-2530
Fax:                    604-692-2531
dallas@kineticcapitalpartners.com
frank@kineticcapitalpartners.com

  	
   

  	
   

  



 


62

















 


	
  Name and
  Address

  	
   

  	
  Copy of Notice to:

  
	
  JR
  Jay Public Investments, LLC

  P.O. Box 1511
Greenwich, CT 06836
Attn:             Jeffrey
  R. Jay
Tel:                     203-918-4321
Fax:                    203-552-1724
jjay@bmrf.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RAM
  Capital Group, LLC

  2210 Bluemount Road
Monkton, MD 21111
Attn:             Mark
  A. Kovinsky
Tel:                     410-357-5166
Fax:                    410-357-5167
mkovinsky@ram-cap.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Park
  Place Columbia Ltd.

  Chancery Hall
52 Reid Street
Hamilton HM12
Bermuda
Attn:             Terry
  Foulser
Tel:                     011-44-20-7408-4810
Fax:                    011-44-20-7629-2439
Terry.foulser@parkplace.co.uk

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Park
  Place Galileo Ltd.

  Chancery Hall
52 Reid Street
Hamilton HM12
Bermuda
Attn:             Terry
  Foulser
Tel:                     011-44-20-7408-4810
Fax:                    011-44-20-7629-2439
Terry.foulser@parkplace.co.uk

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Aran
  Asset Management SA

  Alpenstrasse 11
P.O. Box 4010
CH-6304 Zug
Switzerland
Tel:                     011-41-41-726-0470
Fax:                    011-41-41-726-0477
baumgartner@aransa.ch

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Finter
  Bank Zurich

  Claridenstrasse 35
CH-8002 Zurich
Switzerland
Attn:             Christian
  Russenberger
Tel:                     011-41-1289-5615
Fax:                    011-41-1289-5762
c.russenberger@finter.ch

  	
   

  	
   

  



 


63

















 


	
  Name and
  Address

  	
   

  	
  Copy of Notice to:

  
	
  Bernard
  Leroux

  1588 23rd Street
West Vancouver, B.C.
V7V 4W9
Tel:                     604-697-7407
Fax:                    604-697-7480
bleroux@haywood.com

Registration:
Haywood Securities ITF Bernard Leroux
400 Burrard Street
21st Floor
Vancouver, B.C.
V6C 3A6

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Glenariff
  Investments Ltd

  2741 30th Street
Vernon, B.C.
V1T 5C6
Attn:             George
  F. Galbraith
Tel:                     250-542-5900
Fax:                    250-542-9329
gfg@shaw.ca

  
Registration:
Haywood Securities ITF Glenariff
  Investments Ltd
400 Burrard Street
21st Floor
Vancouver, B.C.
V6C 3A6

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Colin
  Paul Sabiston

  2810 Bellevue Avenue
West Vancouver, B.C.
V7V 1E8
Tel:                     604-925-1994
Fax:                    604-925-1948
sabiston@telus.net

  
Registration:
Haywood Securities ITF Colin Paul
  Sabiston
400 Burrard Street
21st Floor
Vancouver, B.C.
V6C 3A6

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Mike
  Fitzmaurice

  505-1160 Burrard Street
Vancouver, B.C.
V6Z 2E3
Tel:                     604-671-2331
Fax:                    604-685-9449
mikefitz@telus.net

  	
   

  	
   

  



 


64

















 


	
  Name and
  Address

  	
   

  	
  Copy of Notice to:

  
	
  Catalyst
  Capital LLC

  6720 Muirlands Drive
LaJolla, CA 92037
Attn:             Kiran
  Sidhu
Tel:                     858-459-0055
Fax:                    702-920-8061
ksidhu@catalystllc.net

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Brian
  Noble

  3558 Blenheim
Vancouver, B.C.
V6L 2X9
Tel:                     604-733-4481
Fax:                    604-682-2542
bnoble@blenz.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Northern
  Rivers Innovation Fund LP

  Royal Bank Plaza, South Tower
2305-200 Bay Street
Toronto, Ontario
M5J 2J2
Attn:             Hugh
  Cleland
Tel:                     416-597-1200
Fax:                    416-597-1202
dc@northernriversfunds.com

  
Registration:
Nesbitt Burns ITF Account 402 200
  9122
Prime Broker Services
36th Floor
1st Canadian Place
Toronto, Ontario
M5X 1H3

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  B.C.
  Equities Inc.

  101-4606 Canada Way
Burnaby, B.C.
V5G 1K5
Attn:             Don
  Rix
Tel:                     604-737-7224
Fax:                    604-737-7204
drix@quik.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Otape
  Investments LLC

  One Manhattanville Road
Purchase, NY 10577
Attn:             Paul
  Masters
Tel:                     914-694-5857
Fax:                    914-694-5335
Paul.Masters@ox.com

  	
   

  	
   

  



 


65

















 


	
  Name and
  Address

  	
   

  	
  Copy of Notice to:

  
	
  SCO
  Capital Partners LLC

  1285 Avenue of the Americas,
  35th Floor
New York, NY 10019
Attn:             Steven
  Rouhandeh
Tel:                     212-554-4235
Fax:                    212-554-4058
srouhandeh@scogroup.com

  	
   

  	
  Wiggin
  & Dana LLP

  400 Atlantic Street
Stamford, CT 06901
Attn:             Michael
  Grundei
Tel:                     203-363-7630
Tel:                     203-363-7676
mgrundei@wiggin.com

  
	
   

  	
   

  	
   

  
	
  The
  Chloe H. Rouhandeh Trust

  1285 Avenue of the Americas,
  35th Floor
New York, NY 10019
Attn:             Steven
  Rouhandeh, Trustee
Tel:                     212-554-4235
Fax:                    212-554-4058
srouhandeh@scogroup.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Sophie C. Rouhandeh Trust

  1285 Avenue of the Americas,
  35th Floor
New York, NY 10019
Attn:             Steven
  Rouhandeh, Trustee
Tel:                     212-554-4235
Fax:                    212-554-4058
srouhandeh@scogroup.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Steven H. Rouhandeh 1999 Family Trust

  1285 Avenue of the Americas,
  35th Floor
New York, NY 10019
Attn:             Lynn
  A. Frielinghaus, Trustee
Tel:                     212-554-4235
Fax:                    212-554-4058

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SDS
  Merchant Fund, LP

  53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
Attn:             Scott
  Derby
Tel:                     203-967-5880
Fax:                    203-967-5851
scott@sdscapital.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BayStar
  Capital II, L.P.

  80 E. Sir Francis Drake
  Boulevard
Suite 2B
Larkspur, CA 94939
Attn:             Steven
  M. LaMar
Tel:                     415-834-4620
Fax:                    415-834-4601
slamar@baystarcapital.com

  	
   

  	
   

  



 


66

















 


	
  Name and
  Address

  	
   

  	
  Copy of Notice to:

  
	
  North
  Sound Legacy Fund LLC

  53 Forest Avenue, Suite 202
Old Greenwich, CT 06870
Attn:             Andrew
  Wilder
Tel:                     203-967-5700
Fax:                    203-967-5701
andrew@northsound.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  North
  Sound Legacy International Ltd.

  53 Forest Avenue, Suite 202
Old Greenwich, CT 06870
Attn:             Andrew
  Wilder
Tel:                     203-967-5700
Fax:                    203-967-5701
andrew@northsound.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  North
  Sound Legacy Institutional Fund LLC

  53 Forest Avenue, Suite 202
Old Greenwich, CT 06870
Attn:             Andrew
  Wilder
Tel:                     203-967-5700
Fax:                    203-967-5701
andrew@northsound.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ProMed
  Partners, L.P.

  237 Park Avenue, 9th Floor
New York, NY 10017
Attn:             Barry
  Kurokawa
Tel:                     212-692-3626
Fax:                    212-692-3627
bkurokawa@promedmgmt.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ProMed
  Offshore Fund, Ltd.

  237 Park Avenue, 9th Floor
New York, NY 10017
Attn:             Barry
  Kurokawa
Tel:                     212-692-3626
Fax:                    212-692-3627
bkurokawa@promedmgmt.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Xmark
  Fund, Ltd.

  152 West 57th Street, 21st
  Floor
New York, NY 10019
Attn:             Mitchell
  Kaye
Tel:                     212-247-8200
Fax:                    212-247-1329
MKaye@xmarkfunds.com

  	
   

  	
  Lowenstein
  Sandler PC

  65 Livingston Avenue
Roseland, NJ 07068
Attn:             Steven
  E. Siesser
Tel:                     973-597-2506
Fax:                    973-597-2507
ssiesser@lowenstein.com

  



 


67

















 


	
  Name and
  Address

  	
   

  	
  Copy of Notice to:

  
	
  Xmark
  Fund, L.P.

  152 West 57th Street, 21st
  Floor
New York, NY 10019
Attn:             Mitchell
  Kaye
Tel:                     212-247-8200
Fax:                    212-247-1329
MKaye@xmarkfunds.com

  	
   

  	
  Lowenstein
  Sandler PC

  65 Livingston Avenue
Roseland, NJ 07068
Attn:             Steven
  E. Siesser
Tel:                     973-597-2506
Fax:                    973-597-2507
ssiesser@lowenstein.com

  
	
   

  	
   

  	
   

  
	
  Paul
  Scharfer

  265 East 66th Street
Apt. 6-C
New York, NY 10021
Tel:                     917-763-2015
Fax:
pscharfer@aol.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Shekhar
  K. Basu

  39 Heathcote Drive
Mount Kisco, NY 10549
Tel:                     212-521-1450
Fax:                    212-755-9122
sbasu@greenberg.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  John
  W. Mellors

  201 Beech Street
Pittsburgh, PA 15218
Tel:                     412-760-3695
Fax:
jmellors@ix.netcom.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Crescent
  International Ltd

  c/o GreenLight (Switzerland)
  S.A.
84, av. Louis-Casai
P.O. Box 161
CH-1216 Cointrin, Geneva
Switzerland
Attn:             Maxi
  Brezzi
Tel:                     011-41-22-791-7256
Fax:                    011-41-22-929-5394
info@greenlight.dmitrust.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  David
  Israel

  983 Park Avenue
New York, NY 10028
Tel:                     212-861-9550
Fax:                    516-593-9634

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kenneth
  S. Pilot

  401 East 60th Street, Apt. 29A
New York, NY 10022
Tel:                     212-758-0538
Fax:                    212-759-5189
Ken-Pilot@yahoo.com

  	
   

  	
   

  



 


68

















 


	
  Name and
  Address

  	
   

  	
  Copy of Notice to:

  
	
  QFinance,
  Inc.

  4709 Creekstone Drive, Suite
  200
Durham, NC 27703
Attn:             Tom
  Perkins
Tel:                     919-998-2080
Fax:                    919-998-2399
Tom.perkins@quintiles.com

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Ellis
  International Ltd. Inc.

  53rd Street, Urbanization
  Obarrio
Swiss Tower, 16th Floor
Panama
Republic of Panama
Attn:             Julian
  Ungar
Tel:                     507-265-7777
Fax:                    507-265-7700

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Gamma
  Opportunity Capital Partners, LP

  British Colonial Centre of
  Commerce
One Bay Street, Suite 401
Nassau, The Bahamas
Attn:             Christopher
  Rossman
Tel:                     242-322-6656
Fax:                    242-322-6657

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCO
  Securities LLC

  1285 Avenue of the Americas,
  35th Floor
New York, NY 10019
Attn:             Steven
  Rouhandeh
Tel:                     212-554-4235
Fax:                    212-554-4058
srouhandeh@scogroup.com

  	
   

  	
  Wiggin
  & Dana LLP

  400 Atlantic Street
Stamford, CT 06901
Attn:             Michael
  Grundei
Tel:                     203-363-7630
Tel:                     203-363-7676
mgrundei@wiggin.com

  



 


69

















 


EXHIBIT A


 


PLAN OF DISTRIBUTION


 


We are
registering the shares of common stock on behalf of the selling security
holders. Sales of shares may be made by selling security holders, including
their respective donees, transferees, pledgees or other successors-in-interest
directly to purchasers or to or through underwriters, broker-dealers or through
agents. Sales may be made from time to time on the American Stock Exchange, any
other exchange upon which our shares may trade in the future, in the
over-the-counter market or otherwise, at market prices prevailing at the time
of sale, at prices related to market prices, or at negotiated or fixed prices.
The shares may be sold by one or more of, or a combination of, the following:


 


•                                          a
block trade in which the broker-dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction (including crosses in which the same broker acts
as agent for both sides of the transaction);


 


•                                          purchases
by a broker-dealer as principal and resale by such broker-dealer, including
resales for its account, pursuant to this prospectus;


 


•                                          ordinary
brokerage transactions and transactions in which the broker solicits purchases;


 


•                                          through
options, swaps or derivatives;


 


•                                          in
privately negotiated transactions;


 


•                                          in
making short sales or in transactions to cover short sales; and


 


•                                          put
or call option transactions relating to the shares.


 


The selling
security holders may effect these transactions by selling shares directly to purchasers
or to or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the selling security holders and/or the purchasers of
shares for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). The selling security holders have
advised us that they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of
their securities.


 


The selling
security holders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with those transactions, the
broker-dealers or other financial institutions may engage in short sales of the
shares or of securities convertible into or exchangeable for the shares in the
course of hedging positions they assume with the selling security holders. The
selling security holders may also enter into options or other


 


70

















 


transactions with broker-dealers or other
financial institutions which require the delivery of shares offered by this
prospectus to those broker-dealers or other financial institutions. The
broker-dealer or other financial institution may then resell the shares
pursuant to this prospectus (as amended or supplemented, if required by
applicable law, to reflect those transactions).


 


The selling
security holders and any broker-dealers that act in connection with the sale of
shares may be deemed to be “underwriters” within the meaning of Section 2(11)
of the Securities Act of 1933, and any commissions received by broker-dealers
or any profit on the resale of the shares sold by them while acting as
principals may be deemed to be underwriting discounts or commissions under the
Securities Act. The selling security holders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of
the shares against liabilities, including liabilities arising under the
Securities Act. We have agreed to indemnify each of the selling security
holders and each selling security holder has agreed, severally and not jointly,
to indemnify us against some liabilities in connection with the offering of the
shares, including liabilities arising under the Securities Act.


 


The selling
security holders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the selling security holders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934 may apply to their sales in the market.


 


Selling
security holders also may resell all or a portion of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act, provided they
meet the criteria and conform to the requirements of Rule 144.


 


Upon being
notified by a selling security holder that a material arrangement has been
entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, we will file a supplement to this prospectus, if
required pursuant to Rule 424(b) under the Securities Act, disclosing:


 


•                                          the
name of each such selling security holder and of the participating
broker-dealer(s);


 


•                                          the
number of shares involved;


 


•                                          the
initial price at which the shares were sold;


 


•                                          the
commissions paid or discounts or concessions allowed to the broker-dealer(s),
where applicable;


 


•                                          that
such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus; and


 


•                                          other
facts material to the transactions.


 


71

















 


In addition,
if required under applicable law or the rules or regulations of the Commission,
we will file a supplement to this prospectus when a selling security holder
notifies us that a donee or pledgee intends to sell more than 500 shares of
common stock.


 


We are paying
all expenses and fees in connection with the registration of the shares. The
selling security holders will bear all brokerage or underwriting discounts or
commissions paid to broker-dealers in connection with the sale of the shares.


 


72

















 


EXHIBIT B


 


FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT


 


[Name and
Address of Transfer Agent]


 


Re:  Genetronics Biomedical Corporation


 


Dear
[                 ]:


 


We are counsel
to Genetronics Biomedical Corporation, a Delaware corporation (the “Company”),
and have represented the Company in connection with that certain Preferred
Stock and Warrant Purchase Agreement (the “Purchase Agreement”) dated as of
                                  ,
2003 by and among the Company and the buyers named therein (collectively, the
“Holders”) pursuant to which the Company issued to the Holders its Series A
Cumulative Convertible Preferred Stock, par value $0.001 per share and Series B
Cumulative Convertible Preferred Stock, par value $0.001 per share
(collectively, the “Preferred Stock”) convertible into shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), and warrants to
purchase shares of the Common Stock (the “Warrants”). Pursuant to the Purchase
Agreement, the Company has also entered into an Investor Rights Agreement with
the Holders (the “Investor Rights Agreement”) pursuant to which the Company agreed,
among other things, to register the shares of Common Stock issuable upon
conversion of the Preferred Stock and exercise of the Warrants, under the
Securities Act of 1933, as amended (the “1933 Act”). In connection with the
Company’s obligations under the Investor Rights Agreement, on
                                              ,
2003, the Company filed a Registration Statement on Form S-3 (File No.
333-                            )
(the “Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) relating to the Registrable Securities which names each of the Holders
as a selling securityholder thereunder.


 


In connection
with the foregoing, we advise you that a member of the SEC’s staff has advised
us by telephone that the SEC has entered an order declaring the Registration
Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on
[ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic
inquiry of a member of the SEC’s staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are
pending before, or threatened by, the SEC and the Registrable Securities are
available for resale under the 1933 Act pursuant to the Registration Statement.


 


Very truly yours,


 


	
  By:

  	
   

  	
   

  
	
  cc:  [LIST NAMES OF HOLDERS]

  



 


73