EX-10.2






Exhibit 10.2




SIPEX CORPORATION




as the Company




and




BUYERS,




as defined herein




REGISTRATION RIGHTS AGREEMENT




1




Dated as of May 16, 2006

REGISTRATION RIGHTS AGREEMENT




THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of May 16, 2006, by
and among Sipex Corporation, a Delaware corporation (the “Company”), and the buyers listed on the
Schedule of Buyers attached hereto as Exhibit A (each, a “Buyer” and, collectively, the
“Buyers”).



THE PARTIES TO THIS AGREEMENT enter into this agreement on the basis of the following facts,
intentions and understanding:



A. The Company and the Buyers entered into that certain Securities Purchase Agreement of even
date herewith (the “Securities Purchase Agreement”), and, upon the terms and subject to the
conditions of the Securities Purchase Agreement, the Company has agreed (i) to issue and sell to
the Buyers an aggregate of up to (A) Thirty Million United States Dollars ($30,000,000) of the
Company’s 5.5% Convertible Senior Notes due 2026 (such Convertible Senior Notes, as the same may be
amended, modified or supplemented from time to time in accordance with the terms thereof, the
“Notes”), which shall be convertible into shares of common stock, $0.01 par value per share (the
“Common Stock”) of the Company (as converted, the “Conversion Shares”) and (B) Warrants (such
Warrants, as the same may be amended, modified or supplemented from time to time in accordance with
the terms thereof, the “Warrants”) to purchase up to One Million Six Hundred Seventy Nine Thousand
One Hundred and Four (1,679,104) shares of Common Stock (as exercised collectively, the “ Warrant
Shares”).



B. The Notes bear interest, which at the option of the Company, subject to certain conditions,
may be paid in shares of Common Stock (the “Interest Shares”).



C. To induce the Buyers to execute and deliver the Securities Purchase Agreement, the Company
has agreed to provide certain registration rights to the Buyers under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “Securities Act”), and applicable state securities laws.



NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each of the Buyers hereby agree as follows:



SECTION 1. Definitions. As used in this Agreement, the following terms shall have the following
meanings:



(a) “Business Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in The City of New York are required by law or executive order to remain closed.



(b) “Commission” means the Securities and Exchange Commission.



(c) “Investor” means each Buyer and any transferee or assignee thereof to whom a Buyer assigns
its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9 of this Agreement, and any subsequent transferee or assignee thereof
to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9 of this Agreement.



(d) “Person” means an individual, a limited liability company, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization or association and governmental or any
department or agency thereof.



(e) “register,” “registered,” and “registration” means a registration effected by preparing
and filing one or more Registration Statements (as defined below) in compliance with the Securities
Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering
securities on a continuous or delayed basis (“Rule 415”), and the declaration or ordering of
effectiveness of such Registration Statements by the Commission.



(f) “Registrable Securities” means (i) the Notes, (ii) the Warrants, (iii) the Conversion
Shares issued or issuable upon conversion of the Notes, (iv) the Warrant Shares issued or issuable
upon exercise of the Warrants, (v) Interest Shares equal to the amount of such shares that would be
required to be delivered by the Company to cover interest which accrues on the Notes during the
three hundred sixty-five (365) day period following the Closing Date, as determined by the Closing
Price of the Common Stock the date hereof and (vi) any shares of capital stock issued or issuable
with respect to the Conversion Shares or the Warrant Shares as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without regard to any
limitations on conversions of the Notes or exercise of the Warrants, and (vi) any shares of capital
stock of any entity issued in respect of the securities referenced in the immediately preceding
clauses (i), (ii), (iii), (iv) and (v) as a result of a merger, consolidation, sale of assets, sale
or exchange of capital stock or other similar transaction; provided, that any Registrable
Securities that have been sold pursuant to a Registration Statement or Rule 144 promulgated under
the Securities Act shall no longer be Registrable Securities.



(g) “Registration Statement” means a registration statement or registration statements of the
Company filed under the Securities Act and, subject to Section 4(b), covering all of the
Registrable Securities.



(h) Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Securities Purchase Agreement.



SECTION 2. Registration.



(a) Mandatory Registration. The Company shall prepare and, as soon as practicable but
in no event later than August 15, 2006 (the “Filing Deadline”), file with the Commission a
Registration Statement on Form S-1 covering the resale of all of the Registrable Securities
purchased on the Closing Date. The Registration Statement prepared pursuant hereto shall register
the Registrable Securities for resale, including at least 110% of the number of shares of Common
Stock issuable upon conversion of the Notes and exercise of the Warrants by the Investors from time
to time in accordance with the methods of distribution elected by such Investors or such other
amount as required by Section 4(e) of the Securities Purchase Agreement. The Company shall use
commercially reasonable efforts to have the Registration Statement declared effective by the
Commission as soon as practicable, but not later than December 31, 2006 (the “Effectiveness
Deadline”). In the event that, after the Closing Date and before the Registration Statement is
declared effective, the offices of the Commission are closed due to acts of God, war or terror, the
Effectiveness Deadline will be extended by a number of days equal to the days of any such closure.



(b) Allocation of Registrable Securities. The initial number of Conversion Shares and
Warrant Shares included in any Registration Statement and each increase in the number of Conversion
Shares or Warrant Shares included therein shall be allocated pro rata among the Investors based on
the number of Conversion Shares or Warrant Shares (determined as if all of the Notes held by
Investors then outstanding have been converted into Conversion Shares and all Warrants then
outstanding have been exercised for Warrant Shares without regard to any limitations on conversion
of the Notes or exercise of the Warrants) held by each Investor at the time the Registration
Statement covering such initial number of Conversion Shares and Warrant Shares or increase thereof
is declared effective by the Commission. In the event that an Investor sells or otherwise
transfers any of such Investor’s Registrable Securities, each transferee shall be allocated the
portion of the then remaining number of Registrable Securities included in such Registration
Statement allocable to the transferor. In no event shall the Company include any securities other
than Registrable Securities on any Registration Statement without the prior written consent of the
Investors holding at least 80% of the Conversion Shares and Warrant Shares covered by the
Registration Statement, determined as if all of the Notes held by Investors then outstanding have
been converted into Conversion Shares and all Warrants then outstanding have been exercised for
Warrant Shares without regard to any limitations on conversion of the Notes or exercise of the
Warrants.



(c) Legal Counsel. Subject to Section 5 of this Agreement, the Investors holding at
least 66 2/3% of the Conversion Shares, determined as if all of the Notes held by Investors then
outstanding have been converted into Conversion Shares, without regard to any limitations on
conversion of the Notes, shall have the right to select one legal counsel to review and comment
upon any registration pursuant to this Agreement (the “Legal Counsel”), which counsel shall be
Schulte Roth & Zabel, LLP or such other legal counsel designated in writing by the holders of at
least 66 2/3% of the Conversion Shares. Legal Counsel shall not represent any Investor that sends
such counsel written notice that such Investor does not wish such counsel to represent it in
connection with the matters discussed in this Section 2(c). The Investors, other than any Investor
that delivers the notice discussed in the preceding sentence, hereby waive any conflict of interest
or potential conflict of interest that may arise as a result of the representation of such
Investors by Legal Counsel in connection with the subject matter of this Agreement. This
Section 2(c) will not prohibit any other counsel to an Investor from reviewing and commenting on
any registration filed pursuant to this Agreement at no cost to the Company.



(d) Registration on Form S-3. The Company shall register the Registrable Securities
on Form S-3 promptly after the date that use of Form S-3 is available to the Company for the filing
of Registration Statement; provided, however, that the Company shall maintain the effectiveness of
the Registration Statement then in effect until such time as a Registration Statement on Form S-3
covering all of the Registrable Securities has been declared effective by the Commission or, if
earlier, until the end of the Registration Period (as defined in Section 3(a)).



(e) Sufficient Number of Shares Registered. In the event the number of Conversion
Shares or Warrant Shares registered under a Registration Statement filed pursuant to Section 2(a)
of this Agreement is insufficient to cover 100% of the Conversion Shares or Warrant Shares covered
by the Registration Statement or all of an Investor’s allocated portion of the Conversion Shares or
Warrant Shares pursuant to Section 2(b) of this Agreement, the Company shall amend the Registration
Statement, or file a new Registration Statement (on the short form available therefor, if
applicable), or both, so as to cover at least one hundred ten percent (110%) of the number of such
Conversion Shares and Warrant Shares as of the trading day immediately preceding the date of the
filing of such amendment and/or new Registration Statement, in each case, as soon as practicable,
but in no event later than fifteen (15) days after the necessity therefor arises. The Company
shall use its commercially reasonable efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing thereof. The calculation
of the number of shares sufficient to cover all of the Conversion Shares or Warrant Shares shall be
made without regard to any limitations on the conversion of the Notes or exercise of the Warrants,
and such calculation shall assume that all of the Notes are then convertible into shares of Common
Stock at the then prevailing Conversion Price (as defined in the Notes) and all of the Warrants are
then exercisable into shares of Common Stock at the then prevailing Exercise Price (as defined in
the Warrants). Notwithstanding anything herein to the contrary, if the amendment to the
Registration Statement or new Registration Statement required by this Section 2(e) relates to a
number of Conversion Shares or Warrant Shares equal to or greater than ten percent (10%) of the
number of Conversion Shares or Warrant Shares as of the trading day immediately preceding the date
of the filing of such amendment and/or new Registration Statement, such amendment or new
Registration Statement shall be declared effective by the Commission not later than 90 calendar
days after the filing date thereof; provided, however, that if the Commission reviews such
amendment or new Registration Statement and requires the Company to make modifications thereto,
then this deadline shall be extended to 120 calendar days after the filing date. In the event
that, after the Closing Date and before the Registration Statement is declared effective, the
offices of the Commission are closed due to acts of God, war or terror, this deadline will be
extended by a number of days equal to the days of any such closure.



(f) Effect of Failure to File and Obtain and Maintain Effectiveness of Registration
Statement. Subject to any elections made pursuant to Section 4(b), if (i) a Registration
Statement covering all of the Notes and the Conversion Shares (together, the “Delay Payment
Securities”) required to be covered by such Registration Statement is not filed with the Commission
on or before the Filing Deadline or is not declared effective by the Commission on or before the
Effectiveness Deadline, (ii) a Registration Statement covering all of the Delay Payment Securities
required to be covered thereby, as described in Section 2(e) of this Agreement, is not filed with
the Commission on or before the deadline described in Section 2(a) of this Agreement or is not
declared effective by the Commission on or before the deadline described in Section 2(a) of this
Agreement, (iii) a Registration Statement is not declared effective within 5 Business Days after
the receipt by the Company of a “no review” letter from the Commission when the Company is not
otherwise prevented from having a registration statement declared effective (iv) on any day after
such Registration Statement has been declared effective by the Commission, sales of all of the
Delay Payment Securities required to be included on such Registration Statement cannot be made as a
matter of law (other than during an Allowable Grace Period (as defined in Section 3(o) of this
Agreement)) pursuant to such Registration Statement (including, without limitation, because of a
failure to keep such Registration Statement effective, to disclose such information as is necessary
for sales to be made pursuant to such Registration Statement or to register a sufficient number of
shares of Common Stock), or (iv) a Grace Period (as defined in Section 3(o) of this Agreement)
exceeds the length of an Allowable Grace Period (each of the items described in clauses (i), (ii),
(iii) and (iv) above shall be referred to as a “Registration Delay”), then the Company shall pay to
each holder of the Notes an amount in cash equal to the product of (i) the initial principal amount
paid for the Note held by such holder multiplied by (ii) the product of (I) the percentage
determined by dividing (A) the Applicable Percentage by (B) 360, multiplied by (II) the sum of (x)
the number of days (including any partial days) after the Filing Deadline or the deadline described
in Section 2(e) of this Agreement, as applicable, that the Registration Statement is not filed with
the Commission, plus (y) the number of days (including any partial days) after the Effectiveness
Deadline or the deadline described in Section 2(e) of this Agreement that the Registration
Statement is not declared effective by the Commission, plus (z) after the Registration Statement
has been declared effective by the Commission, the number of days (including any partial days) that
such Registration Statement is not available (other than during an Allowable Grace Period) for the
sale of all the Delay Payment Securities. The “Applicable Percentage” shall mean (A) for periods
that only include days on or before the day that is 60 days after the commencement of a
Registration Delay, eight-tenths percent (0.8%), (B) for periods that only include days after the
date that is 60 days after the commencement of a Registration Delay, one and two-tenths percent
(1.2%) and (C) for periods that include days both before and after the date that is 60 days after
the commencement of a Registration Delay, a percentage equal to a fraction, the numerator of which
shall be the sum of (i) the number of days in such period that are on or before the date that is 60
days after the commencement of such Registration Delay multiplied by eight-tenths percent (0.8%)
and (ii) the number of days in such period that are after the date that is 60 days after the
commencement of such Registration Delay multiplied by one and two-tenths percent (1.2%) and the
denominator of which shall be the total number of days comprising such period. The payments to
which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as
“Registration Delay Payments.” The Registration Delay Payments shall be paid in cash on the
earlier of (A) the last day of the calendar month during which such Registration Delay Payments are
incurred and (B) the third Business Day after the event or failure giving rise to the Registration
Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a
timely manner, such Registration Delay Payments shall bear interest at the rate of one and
six-tenths percent (1.6%) per month (prorated for partial months) until paid in full. In no event
shall the Registration Delay Payments exceed 1.2% at any one time or ten percent (10%) of the
holder’s initial investment in the Notes in the aggregate.



In no event will a Registration Delay Payment be payable in connection with a Registration
Delay relating to the Warrants, the Warrant Shares or the Interest Shares required to be
registered. For avoidance of doubt, if the Company fails to register the resale of all of the
Notes, the Warrants, the Conversion Shares, the Warrant Shares and the Interest Shares required to
be registered, then any Registration Delay Payment will be payable in connection with the
Registration Delay relating to the failure to register the resale of the Notes and the Conversion
Shares.



SECTION 3. Related Obligations.  At such time as the Company is obligated to file a Registration
Statement with the Commission pursuant to Section 2(a), 2(d) or 2(e) of this Agreement, the Company
will use reasonable efforts to effect the registration of all of the Registrable Securities
required to be covered by that Registration Statement in accordance with the intended method of
disposition thereof and, in connection with its obligations with respect to the Registration
Statement, the Company shall have the following obligations:



(a) The Company shall promptly prepare and file with the Commission a Registration Statement
with respect to all of the Registrable Securities required to be covered by that Registration
Statement (but in no event later than the applicable Filing Deadline) and use reasonable efforts to
cause such Registration Statement relating to all of the Registrable Securities required to be
covered thereby to become effective as soon as practicable after such filing (but in no event later
than the applicable Effectiveness Deadline). The Company shall, subject to the terms of this
Agreement, keep each Registration Statement effective pursuant to Rule 415 at all times during the
period from the date it is initially declared effective until the earliest of (i) the second
anniversary of the date such Registration Statement is filed, (ii) the date as of which all of the
Investors (other than any Investors who are “affiliates” of the Company as such term is used in
Rule 144(k) promulgated under the Securities Act) may sell all of the Registrable Securities
covered by the Registration Statement without restriction pursuant to Rule 144(k) (or the successor
rule thereto) promulgated under the Securities Act, (iii) the date on which all Registrable
Securities covered by that Registration Statement have been transferred under Rule 144 or (iv) the
date on which all of the Investors shall have sold all of the Registrable Securities covered by the
Registration Statement (the “Registration Period”) pursuant to a Registration Statement, which
Registration Statement, as of its filing and effective dates and each day thereafter (including all
amendments or supplements thereto, as of their respective filing and effective dates and each day
thereafter), shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein, not misleading,
and the prospectus contained in such Registration Statement, as of its filing date and each day
thereafter (including all amendments and supplements thereto, as of their respective filing dates
and each day thereafter), shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the statements therein,
in light of the circumstances in which they were made, not misleading.



(b) Subject to Section 3(o) of this Agreement, the Company shall prepare and file with the
Commission such amendments (including post-effective amendments) and supplements to the
Registration Statement and the prospectus used in connection with such Registration Statement,
which prospectus is to be filed pursuant to Rule 424 (or any successor rule thereto) promulgated
under the Securities Act, as may be necessary to keep such Registration Statement effective at all
times during the Registration Period, and, during such period, comply with the provisions of the
Securities Act. In the case of amendments and supplements to a Registration Statement and the
prospectus used in connection with such Registration Statement which are required to be filed
pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company
filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, or any similar
successor statute (the “Exchange Act”), the Company shall have incorporated such report by
reference into such Registration Statement, if applicable, or shall file such amendments or
supplements with the Commission on the same day on which the Exchange Act report is filed which
created the requirement for the Company to amend or supplement such Registration Statement and
prospectus.



(c) The Company shall notify each Investor of its intention to file a Registration Statement,
prospectus or any amendment or supplement thereto and permit such Investor and Legal Counsel to
review and provide written comment upon each Registration Statement, prospectus and all amendments
and supplements thereto at least three (3) Business Days prior to their filing with the Commission.
The Company shall furnish to the Investors, without charge, (i) promptly after the same is
prepared and filed with the Commission, one (1) copy of each Registration Statement, prospectus and
all amendments and supplements thereto, and, if requested by an Investor in writing to the Company,
all exhibits and financial statements related thereto and (ii) promptly upon the effectiveness of
each Registration Statement and each amendment and supplement thereto, one (1) copy of the
prospectus included in each such Registration Statement and all amendments and supplements thereto.
The Company agrees that it will, and it will cause its counsel to, consider in good faith any
comments or objections from the Investors and their respective legal counsel, as to the form or
content of each Registration Statement, prospectus and all amendments or supplements thereto or any
written communications with the Commission or the staff of the Commission concerning a Registration
Statement, prospectus or any amendment or supplement thereto including, without limitation, a
request for acceleration of the effectiveness of each Registration Statement, prospectus and all
amendments or supplements thereto.



(d) The Company shall furnish to each Investor whose Registrable Securities are included in
any Registration Statement, without charge to such Investor, (i) promptly after the same is
prepared and filed with the Commission, at least one copy of such Registration Statement and all
amendments and supplements thereto, including all exhibits and financial statements and each
preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, such number of
copies of the prospectus included in such Registration Statement and all amendments and supplements
thereto as such Investor may reasonably request, and (iii) such other documents, including copies
of any preliminary or final prospectus, as such Investor may reasonably request from time to time
in order to facilitate the disposition of the Registrable Securities.



(e) Subject to Section 3(o) of this Agreement, and excluding any Registrable Securities held
by Investors electing to exclude their Registrable Securities from the Registration Statement under
Section 4(b), the Company shall use reasonable efforts to (i) promptly register and qualify, unless
an exemption from registration and qualification applies, the resale of the Registrable Securities
under such other securities or “blue sky” laws of all applicable jurisdictions in the United States
as any holder of Registrable Securities reasonably requests in writing, (ii) promptly prepare and
file in those jurisdictions, such amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) promptly take such other actions as may be reasonably
necessary to maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) promptly take all other actions reasonably necessary or advisable to
qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto to file a general
consent to service of process in any such jurisdiction, except in such jurisdictions where the
Company is subject to service of process. The Company shall promptly notify each Investor who
holds Registrable Securities of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable Securities for sale under
the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of notice
of the initiation or threatening of any proceeding for such purpose.



(f) Notwithstanding anything to the contrary set forth herein, as promptly as practicable
after becoming aware of such event, the Company shall notify each Investor in writing of the
happening of any event, but not the content of such event, as a result of which (i) the
Registration Statement or any amendment or supplement thereto, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or (ii) the prospectus related
to such Registration Statement or any amendment or supplement thereto includes an untrue statement
of a material fact or omission to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not
misleading, and, subject to Section 3(o) of this Agreement, promptly prepare a supplement or
amendment to such Registration Statement and prospectus to correct such untrue statement or
omission, and deliver such number of copies of such supplement or amendment to each Investor as
such Investor may reasonably request. The Company shall also promptly notify each Investor in
writing (i) when a prospectus and each prospectus supplement or amendment thereto has been filed,
and when a Registration Statement and each amendment (including post-effective amendments) and
supplement thereto has been declared effective by the Commission (notification of such
effectiveness shall be delivered to each Investor by facsimile on the same day of such
effectiveness and by overnight mail), (ii) of any request by the Commission for amendments or
supplements to a Registration Statement or related prospectus or related information or of receipt
by the Company of any stop order from the Commission relating to a Registration Statement, (iii)
when the financial statements included in a Registration Statement or related prospectus no longer
satisfy the requirements of such Registration Statement or prospectus, and (iv) of the Company’s
reasonable determination that an amendment (including any post-effective amendment) or supplement
to a Registration Statement or prospectus would be appropriate (subject to Section 3(o) hereof).



(g) Subject to Section 3(o) of this Agreement, the Company shall use reasonable best efforts
to (i) prevent the issuance of any stop order or other suspension of effectiveness of a
Registration Statement, or the suspension of the qualification of any of the Registrable Securities
for sale in any jurisdiction, and (ii) if such an order or suspension is issued, obtain the
withdrawal of such order or suspension at the earliest practicable moment and notify each holder of
Registrable Securities of the issuance of such order and the resolution thereof or its receipt of
notice of the initiation or threat of any proceeding for such purpose.



(h) The Company shall hold in confidence and not make any disclosure of information concerning
an Investor provided to the Company unless (i) disclosure of such information is necessary to
comply with United States federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement,
prospectus or any amendment or supplement thereto, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of
competent jurisdiction, or (iv) such information has been made generally available to the public
other than by disclosure in violation of this Agreement or any other agreement. The Company agrees
that it shall, upon learning that disclosure of such information concerning an Investor is sought
in or by a court or governmental body of competent jurisdiction or through other means, unless
ordered or requested by the Commission or other governmental authority not to do so, give prompt
written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, such information.



(i) The Company shall use reasonable best efforts to cause all the Conversion Shares and
Warrant Shares to be listed on each securities exchange or automatic quotation system on which
securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Conversion Shares and Warrant Shares is then permitted under the rules of such
exchange. The Company shall pay all fees and expenses in connection with satisfying its obligation
under this Section 3(i).



(j) The Company shall cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended (the “TIA”), in connection with the registration of the Registrable Securities,
cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the TIA and execute,
and use its reasonable best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be filed with the SEC
to enable the Indenture to be so qualified in a timely manner;



(k) In connection with any sale or transfer of Registrable Securities pursuant to a
Registration Statement, the Company shall cooperate with the Investors who hold Registrable
Securities being offered and, to the extent applicable, facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such certificates to be in
such denominations or amounts, as the case may be, as the Investors may reasonably request and,
registered in such names as the Investors may request.



(l) If requested by an Investor, the Company shall within five (5) days’ receipt of notice
from such Investor (i) incorporate in a prospectus supplement or post-effective amendment such
information as an Investor provides in writing and reasonably requests to be included therein
relating to the sale and distribution of the Registrable Securities, including without limitation,
information with respect to the number of Registrable Securities being offered or sold, the
purchase price being paid therefore and any other terms of the offering of the Registrable
Securities to be sold in such offering, (ii) make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be incorporated in
such prospectus supplement or post-effective amendment and (iii) supplement or make amendments to
any Registration Statement if reasonably requested by an Investor holding any Registrable
Securities.



(m) The Company shall comply with all applicable rules and regulations of the Commission in
connection with any registration hereunder.



(n) Within one (1) Business Day after a Registration Statement is ordered effective by the
Commission, the Company will so notify the transfer agent for the Registrable Securities and the
Investors whose Registrable Securities are included in the Registration Statement.



(o) Notwithstanding anything to the contrary herein, at any time after a Registration
Statement has been declared effective by the Commission, the Company may delay the disclosure of
material non-public information concerning the Company if the disclosure of such information at the
time is not, in the good faith judgment of the Company, in the best interests of the Company (a
“Grace Period”); provided, however, the Company shall promptly (i) notify the Investors in writing
of the existence of material non-public information giving rise to a Grace Period (provided that
the Company shall not disclose the content of such material non-public information to the
Investors) or the need to file a post-effective amendment, as applicable, and the date on which the
Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace
Period ends; provided further, that no single Grace Period shall exceed thirty (30) consecutive
days, and during any three hundred sixty-five (365) day period, the aggregate of all of the Grace
Periods (other than S-1 Additional Grace Periods) shall not exceed an aggregate of sixty (60) days
and the first day of any Grace Period (including any S-1 Additional Grace Period) must be at least
ten (10) trading days after the last day of any prior Grace Period (each Grace Period complying
with this provision, together with any S-1 Additional Grace Period, being an “Allowable Grace
Period”). For purposes of determining the length of a Grace Period, the Grace Period (including an
S-1 Additional Grace Period) shall be deemed to begin on and include the date the Investors receive
the notice referred to in clause (i) above and shall end on and include the later of the date the
Investors receive the notice referred to in clause (ii) above and the date referred to in such
notice; provided, however, that no Grace Period shall be longer than an Allowable Grace Period.
The provisions of Section 3(g) of this Agreement shall not be applicable during the period of any
Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by
the first sentence of Section 3(f) of this Agreement. In addition, until the Company becomes
eligible to file a Registration Statement on Form S-3, each time the Company files a post-effective
amendment to the Registration Statement for the purpose of updating the Registration Statement in
connection with the public filing by the Company of any report or other document with the
Commission (such post-effective amendment, an “Updating Amendment”), the Company may also suspend
the availability of the Registration Statement until such Updating Amendment is declared effective,
and any such suspension not in excess of thirty (30) consecutive days shall also be an Allowable
Grace Period for all purposes under this Agreement (such Grace Period referred to herein as an “S-1
Additional Grace Period”); provided, however, that the aggregate length of all S-1 Additional Grace
Periods shall not exceed ninety (90) days during any three hundred sixty-five (365) day period.



(p) In the event any Registrable Securities are sold to an underwriter for reoffering to the
public pursuant to an effective Registration Statement (an “Underwritten Offering”), the Company
shall:




(1) furnish to such underwriter and one counsel for such underwriter which
shall be reasonably acceptable to the Company, (i) a letter, dated the closing date
of such sale, from the Company’s independent certified public accountants in form
and substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering of similar size, type and company,
and (ii) an opinion, dated as of such date, of counsel representing the Company for
purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering of similar size, type and
company.




(2) make available for inspection by (i) such underwriter and one counsel for
such underwriter which shall be reasonably acceptable to the Company, and (ii) one
firm of accountants or other agents retained by such underwriter (collectively, the
“Inspectors”), all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively, the “Records”), as shall be
reasonably deemed necessary by each Inspector, and cause the Company’s officers,
directors and employees, counsel and the Company’s independent certified public
accountants to supply all information which may be necessary and any Inspector may
reasonably request; provided, however, that each Inspector shall agree to hold in
strict confidence and shall not make any disclosure (except to an Investor) or use
of any Record or other information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless (a)
the disclosure of such Records is necessary to avoid or correct a misstatement or
omission in any Registration Statement or is otherwise required under the Securities
Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c)
the information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other agreement of which the
Inspector has knowledge. Each Investor agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, the Records deemed confidential.
Nothing herein (or in any other confidentiality agreement between the Company and
any Investor) shall be deemed to limit the Investors’ ability to sell Registrable
Securities in a manner which is otherwise consistent with applicable laws and
regulations.



(q) From and after the first date on which the Company has filed all reports then required to
be filed by the Company in accordance with Section 13 or 15(d) under the Exchange Act, the Company
shall make generally available to its security holders as soon as practical, but not later than
ninety (90) days after the close of the period covered thereby, an earnings statement (in form
complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act)
covering a twelve-month period beginning not later than the first day of the Company’s fiscal
quarter next following the effective date of the Registration Statement; provided, that if at such
time the Company has filed its most recent report on Form 10-K or Form 10-Q, as applicable, then it
shall have no obligation to make such earnings statements separately available hereunder.



(r) Prior to the effectiveness of the Registration Statement, the Company shall supply to the
Investors CUSIP numbers for the Notes that are issued in global form.



SECTION 4. Obligations Of The Investors



(a) At least three (3) Business Days prior to the first anticipated filing date of a
Registration Statement, the Company shall notify each Investor in writing of the information the
Company requires from each such Investor if such Investor elects to have any of such Investor’s
Registrable Securities included in such Registration Statement. It shall be a condition precedent
to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such Investor shall furnish to
the Company such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall be reasonably
required to effect the effectiveness of the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may reasonably request.
Each Investor shall promptly notify the Company of any material change with respect to such
information previously provided to the Company by such Investor.



(b) Each Investor agrees to cooperate with the Company as reasonably requested by the Company
in connection with the preparation and filing of any Registration Statement hereunder, unless such
Investor has notified the Company in writing of such Investor’s election to exclude all of such
Investor’s Registrable Securities from such Registration Statement, in which case, such Investor
does not need to so cooperate with the Company until it notifies the Company of its desire to
include one or more shares of the Registrable Securities in such Registration Statement.



(c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3(g) or 3(o) of this Agreement or the first sentence of
Section 3(f) of this Agreement, such Investor will immediately discontinue disposition of
Registrable Securities pursuant to any Registration Statements covering such Registrable Securities
until such Investor’s receipt of the copies of the amended or supplemented prospectus contemplated
by Section 3(g) of this Agreement or the first sentence of Section 3(f) of this Agreement or
receipt of notice that no amendment or supplement is required and, if so directed by the Company,
such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver
to the Company a certificate of destruction) all copies of the prospectus covering such Registrable
Securities current at the time of receipt of such notice (other than a single file copy, which such
Investor may keep) in such Investor’s possession.



SECTION 5. Expenses Of Registration.  All expenses, other than underwriting discounts and
commissions, incurred in connection with registrations, filings or qualifications pursuant to
Sections 2 and 3 of this Agreement, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, transfer agent fees and fees and disbursements
of counsel for the Company, shall be paid by the Company. The Company shall pay all fees and
disbursements relating to the qualification of the Indenture under the TIA. The Company shall also
reimburse the Investors for the reasonable fees and disbursements of their respective legal counsel
in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this
Agreement, which amount shall be limited to $10,000 for each Registration Statement. The Company
shall pay all of the Investors’ reasonable costs (including fees and disbursements of legal
counsel) incurred in connection with the successful enforcement of the Investors’ rights under this
Agreement.



SECTION 6. Indemnification.  In the event any Registrable Securities are included in a Registration
Statement under this Agreement:



(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend each Investor, the directors, officers, members, partners, employees, agents,
representatives of, and each Person, if any, who controls any Investor within the meaning of the
Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees,
amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other
regulatory agency, body or the Commission, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may
become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened,
in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any amendment (including post-effective
amendments) or supplement thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in which the Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in any preliminary
prospectus if authorized for use by the Company prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if any) or the
omission or alleged omission to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements therein were made, not
misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement, or (iv) any material violation of this Agreement by the Company (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to
Section 6(c) of this Agreement, the Company shall reimburse the Indemnified Persons, promptly as
such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses
incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a) and the agreement with respect to contribution contained in Section 7 of this Agreement: (i)
shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which
occurs in strict reliance upon and in strict conformity with information furnished in writing to
the Company by such Indemnified Person or its legal counsel expressly for use in connection with
the preparation of the Registration Statement or any such amendment thereof or supplement thereto;
(ii) shall not be available to the extent such Claim is based on a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company, including a
corrected prospectus, if such prospectus or corrected prospectus was timely made available by the
Company pursuant to Section 3(d) of this Agreement; and (iii) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the
Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors
pursuant to Section 9 of this Agreement.



(b) In connection with any Registration Statement in which an Investor is participating, each
such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same
extent and in the same manner as is set forth in Section 6(a) of this Agreement, the Company, each
of its directors, each of its officers who signs the Registration Statement, its agents and each
Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act (each, an “Indemnified Party”), against any Claims or Indemnified Damages to which any of them
may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claims
or Indemnified Damages arise out of or are based upon any Violation (including for purposes of this
paragraph, a material violation of this Agreement by the Investor), in each case to the extent, and
only to the extent, that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by such Investor or its legal counsel expressly for use in
connection with such Registration Statement and, subject to Section 6(c) of this Agreement, such
Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in
connection with investigating or defending any such Claim; provided, however, that the
indemnification agreement contained in this Section 6(b) and the agreement with respect to
contribution contained in Section 7 of this Agreement shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld or delayed; provided, further, that the Investor
shall be liable under this Section 6(b) for only that amount of the Claims and Indemnified Damages
as does not exceed the net proceeds to such Investors as a result of the sale of Registrable
Securities giving rise to such liability. Such indemnification agreement shall remain in full
force and effect regardless of any investigation made by or on behalf of such Indemnified Party and
shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9 of
this Agreement. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(b) shall not inure to the benefit of any Indemnified Party if
the untrue statement or omission of material fact contained in the preliminary prospectus was
corrected on a timely basis in the prospectus, as then amended or supplemented.



(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of such Claim, and the indemnifying party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall
have the right to retain its own counsel if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified
Party and the indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person or Indemnified Party and any other party represented by
such counsel in such proceeding; provided, further, that the indemnifying party shall not be
responsible for the reasonable fees and expense of more than one (1) separate legal counsel for
such Indemnified Person or Indemnified Party. In the case of an Indemnified Person, the legal
counsel referred to in the immediately preceding sentence shall be selected by the Investors
holding at least 66 2/3% of the Registrable Securities included in the Registration Statement to
which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate fully with
the indemnifying party in connection with any negotiation or defense of any such action or Claim by
the indemnifying party and shall furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which relates to such action or Claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all
times as to the status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent; provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any
judgment or enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a full release from all liability in respect to such Claim and action and
proceeding. After indemnification as provided for under this Agreement, the rights of the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which
indemnification has been made. The failure to deliver written notice to the indemnifying party as
provided in this Agreement shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action.



(d) No Person involved in the sale of Registrable Securities who is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with
such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.



(e) The indemnification required by this Section 6 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when bills are received or
Indemnified Damages are incurred.



(f) The indemnification agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the
law.



SECTION 7. Contribution.  To the extent any indemnification by an indemnifying party is prohibited
or limited by law, the indemnifying party agrees to make the maximum contribution with respect to
any amounts for which it would otherwise be liable under Section 6 of this Agreement to the fullest
extent permitted by law; provided, however, that: (i) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification under the fault
standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of
Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from
any Person involved in such sale of Registrable Securities who is not guilty of fraudulent
misrepresentation, and (iii) contribution by any seller of Registrable Securities shall be limited
in amount to the dollar amount of the proceeds (net of all expenses paid by such holder in
connection with any claim relating to Section 6 or this Section 7 and the amount of any damages
such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission) received by it upon the sale of the Registrable Securities giving
rise to such contribution obligation. The provisions of this Section 7 shall remain in full force
and effect, regardless of the investigation made by or on behalf of the beneficiaries of this
Section 7 and shall survive the transfer of Registrable Securities by the Investors pursuant to
Section 9 of this Agreement.



SECTION 8. Reporting.  With a view to making available to the Investors the benefits of Rule 144
promulgated under the Securities Act or any other similar rule or regulation of the Commission that
may at any time permit the Investors to sell securities of the Company to the public without
registration (“Rule 144”), for so long as Registrable Securities remain outstanding, from and at
all times after the date that the Company first files a Registration Statement pursuant to the
terms of this Agreement the Company shall use reasonable best efforts to:




(1) make and keep public information available, as those terms are understood
and defined in Rule 144;




(2) file with the Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and




(3) furnish to each Investor, so long as such Investor owns Registrable
Securities, promptly upon request, (A) a written statement by the Company, if true,
that it has complied with the applicable reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (B) a copy of the most recent annual or
quarterly report of the Company and copies of such other reports and documents so
filed by the Company, (C) the information required by Rule 144A(d)(4) (or any
successor rule) under the Securities Act, and (D) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant to
Rule 144 without registration.



SECTION 9. Assignment of Registration Rights.  The rights under this Agreement shall be
automatically assignable by the Investors to any transferee of all or any portion of such
Investor’s Registrable Securities if: (i) the Investor 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 rights are being
transferred or assigned; (iii) immediately following such transfer or assignment, the further
disposition of such securities by the transferee or assignee 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 sentence, the transferee or assignee agrees in writing
with the Company to be bound by all of the obligations of an Investor under this Agreement; (v)
such transfer shall have been made in accordance with the applicable requirements of the Securities
Purchase Agreement, the Indenture, the Notes, the Warrant Agent Agreement and the Warrants; and
(vi) such transfer shall have been conducted in accordance with all applicable federal and state
securities laws.



SECTION 10. Amendment of Registration Rights.  Any provision of this Agreement may be amended and
the observance of any provision of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written consent of
the Company and Investors who then hold at least 80% of the Conversion Shares and Warrant Shares,
determined as if all of the Notes held by Investors then outstanding have been converted into
Conversion Shares and all Warrants then outstanding have been exercised for Warrant Shares without
regard to any limitations on conversion of the Notes or exercise of the Warrants. Any amendment or
waiver effected in accordance with this Section 10 shall be binding upon each Investor and the
Company. No such amendment shall be effective to the extent that it applies to less than all of
the holders of the Registrable Securities. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of this Agreement unless
the same consideration also is offered to all of the parties to this Agreement.



SECTION 11. Miscellaneous.



(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from
such record owner of such Registrable Securities.



(b) Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (evidenced
by mechanically or electronically generated receipt by the sender’s facsimile machine); or (iii)
one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and facsimile numbers for
such communications shall be:




If to the Company:



	 	 	 
	Sipex Corporation

233 South Hillview Drive

	 	



	 
	 	 
	Milpitas, California 95035

	 
	 	 
	Telephone:

Facsimile:

Attention:

	 	(408) 934-7500

(408) 935-7600

Ray Wallin







with a copy to:



	 	 	 
	Wilson, Sonsini, Goodrich & Rosati P.C.

	 
	 	 
	650 Page Mill Road

Palo Alto, California 94303

Telephone:

Facsimile:

Attention:

	 	



(650) 565-3765

(650) 493-6811

Allison Spinner, Esq.







If to Legal Counsel:



	 	 	 
	Schulte Roth & Zabel LLP

	 
	 	 
	919 Third Avenue

	 	

	 
	 	 
	New York, New York 10022

	 
	 	 
	Telephone:

Facsimile:

Attention:

	 	(212) 756-2000

(212) 593-5955

Eleazer N. Klein, Esq.







If to a Buyer, to its address and facsimile number set forth on the Schedule
of Buyers attached hereto as Exhibit A, with copies to such Buyer’s
representatives as set forth on the Schedule of Buyers,



or to such other address and/or facsimile number and/or to the attention of such other Person as
the recipient party has specified by written notice given to each other party. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.



(c) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.



(d) All questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other
than the State of New York. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting the City of New York, borough of Manhattan,
for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
ANY TRANSACTION CONTEMPLATED HEREBY.



(e) This Agreement, the Securities Purchase Agreement, the Indenture, the Notes, the Warrant
Agent Agreement, the Warrants and the documents referenced herein and therein constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set forth or referred
to herein and therein. This Agreement, the Securities Purchase Agreement, the Indenture, the
Notes, the Warrant Agent Agreement and the Warrants supersede all prior agreements and
understandings among the parties hereto with respect to the subject matter hereof and thereof.



(f) Subject to the requirements of Section 9 of this Agreement, this Agreement shall inure to
the benefit of and be binding upon the permitted successors and assigns of each of the parties
hereto.



(g) The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.



(h) This Agreement may be executed in identical counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same agreement. This Agreement, once
executed by a party, may be delivered to the other parties hereto by facsimile transmission of a
copy of this Agreement bearing the signature of the party so delivering this Agreement.



(i) Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.



(j) All consents and other determinations required to be made by the Investors pursuant to
this Agreement shall be made, unless otherwise specified in this Agreement, by Investors holding at
least 66 2/3% of the Conversion Shares and Warrant Shares, determined as if all of the Notes held
by Investors then outstanding have been converted into Conversion Shares and all of the Warrants
then outstanding have been exercised for Warrant Shares without regard to any limitations on
conversion of the Notes or exercise of the Warrants.



(k) This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



(l) The obligations of each Investor hereunder are several and not joint with the obligations
of any other Investor, and no provision of this Agreement is intended to confer any obligations on
any Investor vis-à-vis any other Investor. Nothing contained herein, and no action taken by any
Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated herein.



2




IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be
duly executed as of day and year first above written.




“COMPANY”




SIPEX CORPORATION



	 	 	 
	By:

	 	/s/ Clyde R. Wallin

Its: Sr. VP Finance and CFO






[Signatures of Buyers on Following Page]







3






[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




Capital Ventures International


by: Heights Capital Management, Inc.


its authorized agent



(print full legal name of Buyer)





By: /s/Martin Kobinger



 (signature of authorized representative)





Name: Martin Kobinger




	 	 	 	Its:
Investment Manager




4









[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




Investcorp Interlachen Multi-Strategy Master
Fund Limited



(print full legal name of Buyer)





By: /s/Gregg T. Colburn



 (signature of authorized representative)





Name: Gregg T. Colburn




	 	 	 	Its:
Authorized Signatory




5









[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




Quantum Partners LDL



(print full legal name of Buyer)





By: /s/ Jay A. Schoenfarber



 (signature of authorized representative)





Name: Jay A. Schoenfarber




	 	 	 	Its:
Attorney-in-Fact




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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




Marathon Global Convertible Master Fund Ltd.



(print full legal name of Buyer)





By: /s/ Janice Roboy



 (signature of authorized representative)





Name: Janice Roboy




	 	 	 	Its:
M.D.




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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




Needham Emerging Growth Partners, L.P.



(print full legal name of Buyer)





By: /s/ James K. Kloppenburg



 (signature of authorized representative)





Name: James K. Kloppenburg




	 	 	 	Its:
member of General Partner




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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




Needham Contrarian Fund, L.P.



(print full legal name of Buyer)





By: /s/ James K. Kloppenburg



 (signature of authorized representative)





Name: James K. Kloppenburg



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Its: member of General Partner[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




Needham Contrarian (QP) Fund, L.P.



(print full legal name of Buyer)





By: /s/ James K. Kloppenburg



 (signature of authorized representative)





Name: James K. Kloppenburg




Its: member of General Partner



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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




RODFRE HOLDING LLC



(print full legal name of Buyer)





By: /s/ Joe Prudente



 (signature of authorized representative)





Name: Joe Prudente




Its: Manager



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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




The Northwestern Mutual Life Insurance Company



(print full legal name of Buyer)





By: /s/ David A. Barras



 (signature of authorized representative)





Name: David A. Barras




Its: Authorized Representative



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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





“BUYER”




THE NORTHWESTRN MUTUAL LIFE INSURANCE COMPANY
FOR ITS GROUP ANNUITY SEPARATE ACCOUNT



(print full legal name of Buyer)





By: /s/ David A. Barras



 (signature of authorized representative)





Name: David A. Barras



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Its: Authorized RepresentativeEXHIBIT A TO REGISTRATION RIGHTS AGREEMENT




SCHEDULE OF BUYERS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name of Buyer	 	Principal Amount of	 	 
	 	 	Contact Information for Buyer	 	Notes	 	Number of Warrants
	1.	 	Rodfre Holdings, LLC	 	$15,000,000	 	839,552
	2.	 	Capital Ventures International	 	$ 4,000,000	 	223,881
	3.
	 	The Northwestern Mutual Life Insurance Company
	 	$	3,800,000	 	 	 	212,687	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4.
	 	Quantum Partners LDC
	 	$	3,000,000	 	 	 	167,910	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.
	 	Needham Emerging Growth Partners, L.P
	 	$	1,300,000	 	 	 	72,761	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6.
	 	Marathon Global Convertible Master Fund Ltd.
	 	$	1,000,000	 	 	 	55,970	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Investcorp Interlachen Multi-Strategy Master
	 	 	 	 	 	 	 	 
	7.
	 	Fund Limited
	 	$	1,000,000	 	 	 	55,970	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8.
	 	Needham Contrarian (QP) Fund L.P.
	 	$	480,000	 	 	 	26,866	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9.
	 	Needham Contrarian Fund, L.P.
	 	$	220,000	 	 	 	12,313	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	The Northwestern Mutual Life Insurance
	 	 	 	 	 	 	 	 
	 
	 	Company For Its Group Annuity Separate
	 	 	 	 	 	 	 	 
	10.
	 	Account
	 	$	200,000	 	 	 	11,194	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total	 	$	30,000,000	 	 	 	1,679,104	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 
	SECTION 1. Definitions	 	 
	SECTION 2.	 	Registration	 	 
	SECTION 3.	 	Related Obligations	 	 
	SECTION 4.	 	Obligations Of The Investors	 	 
	SECTION 5.	 	Expenses Of Registration	 	 
	SECTION 6.	 	Indemnification	 	 
	SECTION 7.	 	Contribution	 	 
	SECTION 8.	 	Reporting	 	 
	SECTION 9.	 	Assignment of Registration Rights	 	 
	SECTION 10.	 	Amendment of Registration Rights	 	 
	SECTION 11.	 	Miscellaneous	 	 
	EXHIBIT A

	 	Schedule of Buyers
	 	A-1
	 
	 	 	 	 







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