Exhibit 4.3


 


EXPRESSION DIAGNOSTICS, INC.


 






 


SERIES F PREFERRED STOCK PURCHASE AGREEMENT


 






 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Purchase and Sale of Series F Preferred Stock

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Sale and Issuance of Series F Preferred

  	
  1

  
	
   

  	
  1.2

  	
  Initial Closing

  	
  1

  
	
   

  	
  1.3

  	
  Subsequent Closings

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  “Material Adverse Event”

  	
  2

  
	
   

  	
  2.2

  	
  “Subsidiary”

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Representations and Warranties of the Company to the
  Investors

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Corporate Organization and Authority

  	
  2

  
	
   

  	
  3.2

  	
  Capitalization

  	
  2

  
	
   

  	
  3.3

  	
  Subsidiaries

  	
  4

  
	
   

  	
  3.4

  	
  Authorization

  	
  4

  
	
   

  	
  3.5

  	
  Validity of Series F Preferred

  	
  4

  
	
   

  	
  3.6

  	
  Offering

  	
  4

  
	
   

  	
  3.7

  	
  No Conflict with Other Instruments; Compliance with
  Laws

  	
  4

  
	
   

  	
  3.8

  	
  Agreements; Actions

  	
  5

  
	
   

  	
  3.9

  	
  Litigation

  	
  5

  
	
   

  	
  3.10

  	
  Title to Property and Assets; Leases

  	
  6

  
	
   

  	
  3.11

  	
  Patents and Other Proprietary Rights

  	
  6

  
	
   

  	
  3.12

  	
  Confidential Information and Invention Assignments

  	
  7

  
	
   

  	
  3.13

  	
  No Defaults; Violations or Conflicts

  	
  7

  
	
   

  	
  3.14

  	
  Registration Rights

  	
  7

  
	
   

  	
  3.15

  	
  Brokers and Finders

  	
  8

  
	
   

  	
  3.16

  	
  Governmental Consents

  	
  8

  
	
   

  	
  3.17

  	
  Corporate Documents

  	
  8

  
	
   

  	
  3.18

  	
  Minute Books

  	
  8

  
	
   

  	
  3.19

  	
  Disclosure

  	
  8

  
	
   

  	
  3.20

  	
  No Conflict of Interest

  	
  8

  
	
   

  	
  3.21

  	
  Liabilities

  	
  8

  
	
   

  	
  3.22

  	
  Financial Statements

  	
  9

  
	
   

  	
  3.23

  	
  No Material Change

  	
  9

  
	
   

  	
  3.24

  	
  Permits

  	
  10

  
	
   

  	
  3.25

  	
  Employee Benefit Plans

  	
  10

  
	
   

  	
  3.26

  	
  Environmental and Safety Laws

  	
  10

  
	
   

  	
  3.27

  	
  Tax Returns

  	
  10

  
	
   

  	
  3.28

  	
  Employment Agreements

  	
  10

  
	
   

  	
  3.29

  	
  Obligations of Management

  	
  11

  
	
   

  	
  3.30

  	
  Voting Agreements

  	
  11

  
	
   

  	
  3.31

  	
  Section 83(b) Elections

  	
  11

  
					



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Representations and Warranties of the Investors

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Authorization

  	
  11

  
	
   

  	
  4.2

  	
  Brokers and Finders

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Securities Laws

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Securities Laws Representations and Covenants of
  Investor

  	
  12

  
	
   

  	
  5.2

  	
  Legends

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Conditions of Investor’s Obligations at a Closing

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Representations and Warranties

  	
  13

  
	
   

  	
  6.2

  	
  Performance

  	
  14

  
	
   

  	
  6.3

  	
  Blue Sky Compliance

  	
  14

  
	
   

  	
  6.4

  	
  Information and Registration Rights

  	
  14

  
	
   

  	
  6.5

  	
  Voting Agreement

  	
  14

  
	
   

  	
  6.6

  	
  Co-Sale Agreement

  	
  14

  
	
   

  	
  6.7

  	
  Proceedings Satisfactory; Compliance Certificate

  	
  14

  
	
   

  	
  6.8

  	
  Opinion of Counsel

  	
  14

  
	
   

  	
  6.9

  	
  Certified Charter Documents and Resolutions

  	
  14

  
	
   

  	
  6.10

  	
  Amended and Restated Certificate of Incorporation

  	
  14

  
	
   

  	
  6.11

  	
  Stock Option Plan

  	
  14

  
	
   

  	
  6.12

  	
  Indemnification of Directors

  	
  14

  
	
   

  	
  6.13

  	
  Management Rights

  	
  15

  
	
   

  	
  6.14

  	
  Completion of Due Diligence

  	
  15

  
	
   

  	
  6.15

  	
  Burrill Director

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Conditions of the Company’s Obligations at a Closing

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Representations and Warranties

  	
  15

  
	
   

  	
  7.2

  	
  Information and Registration Rights

  	
  15

  
	
   

  	
  7.3

  	
  Voting Agreement

  	
  15

  
	
   

  	
  7.4

  	
  Co-Sale Agreement

  	
  15

  
	
   

  	
  7.5

  	
  Amended and Restated Certificate of Incorporation

  	
  15

  
	
   

  	
  7.6

  	
  Payment of Purchase Price

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Post-Closing Covenants of the Company

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Securities Laws Compliance

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Entire Agreement; Successors and Assigns

  	
  15

  
	
   

  	
  9.2

  	
  Governing Law

  	
  16

  
	
   

  	
  9.3

  	
  Counterparts

  	
  16

  
	
   

  	
  9.4

  	
  Headings

  	
  16

  
	
   

  	
  9.5

  	
  Notices

  	
  16

  
	
   

  	
  9.6

  	
  Survival of Warranties

  	
  16

  
	
   

  	
  9.7

  	
  Amendment of Agreement

  	
  16

  
					



 


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  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  9.8

  	
  Finders Fees

  	
  16

  
	
   

  	
  9.9

  	
  Expenses

  	
  17

  
	
   

  	
  9.10

  	
  Aggregation of Stock

  	
  17

  
	
   

  	
  9.11

  	
  Severability

  	
  17

  
	
   

  	
  9.12

  	
  Delays or Omissions

  	
  17

  
	
   

  	
  9.13

  	
  Corporate Securities Law

  	
  17

  
	
   

  	
  9.14

  	
  Exculpation Among Investors

  	
  17

  
	
   

  	
  9.15

  	
  Indemnification

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Schedule of Investors

  	
   

  
	
  Exhibit B

  	
  Form of Amended and Restated Certificate of
  Incorporation

  	
   

  
	
  Exhibit C

  	
  Schedule of Exceptions

  	
   

  
	
  Exhibit D

  	
  Form of Fifth Amended and Restated Investors’ Rights
  Agreement

  	
   

  
	
  Exhibit E

  	
  Form of Second Amended and Restated Voting Agreement

  	
   

  
	
  Exhibit F

  	
  Form of Third Amended and Restated Right of First
  Refusal and Co-Sale Agreement

  	
   

  
	
  Exhibit G

  	
  Form of Legal Opinion of Company Counsel

  	
   

  
					



 


iii

















 


SERIES F PREFERRED


STOCK
PURCHASE AGREEMENT


 


THIS SERIES F
PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of May 7, 2007,
by and among Expression Diagnostics, Inc., a Delaware corporation (the “Company”),
and the investors identified on the Schedule of Investors attached hereto as Exhibit A
(each an “Investor,” and collectively the “Investors”).


 


R E C I T A L S:


 


A.                                   The
Board of Directors of the Company (the “Board of Directors”) and the requisite
stockholders have adopted the Amended and Restated Certificate of Incorporation
(the “Certificate”) in the form attached hereto as Exhibit B which,
among other matters, establishes the rights, preferences and privileges of the
Company’s Series F Preferred Stock (the “Series F Preferred”).


 


B.                                     The
Company desires to sell shares of Series F Preferred to the Investors and
the Investors desire to purchase shares of Series F Preferred, on the
terms and subject to the conditions set forth in this Agreement.


 


THE PARTIES AGREE AS
FOLLOWS:


 


1.               Purchase and
Sale of Series F Preferred Stock.


 


1.1 Sale and
Issuance of Series F Preferred.  The Company shall sell to each
Investor, severally, and each such Investor shall, severally, purchase from the
Company the number of shares of Series F Preferred as set forth opposite
the name of such Investor in column one of Exhibit A in exchange for the
total purchase price set forth in column three of Exhibit A at a
purchase price of $5.124 per share. The shares of Series F Preferred sold to
the Investors are referred to as the “Shares.”


 


1.2 Initial
Closing.  The initial purchase and sale of the Shares shall take place
on the initial closing date of the sale by the Company to the Investors of the
Shares pursuant to this Agreement, or on such other date as the Company and the
Investors mutually agree. At each closing (“Closing”), the Company shall
deliver to the Investors certificates representing the Shares to be purchased
by the Investors at the Closing as set forth in Exhibit A against
delivery to the Company by each such Investor at the Closing of (a) an
executed counterpart of this Agreement and (b) a check, wire transfer or
cancellation of indebtedness (or any combination thereof) in the aggregate
purchase price therefor payable.


 


1.3 Subsequent
Closings.  The Company may sell and issue up to the balance of the
authorized shares of Series F Preferred not sold at the initial Closing to
such persons in subsequent Closings as may be approved by the Company and
Burrill & Co., and such persons shall, upon execution and delivery of the
relevant signature pages, become parties to the Rights Agreement, Voting Agreement
and Co-Sale Agreement (as these capitalized terms are defined herein). All such
sales and issuances shall be made on the terms and conditions set forth in this



 

















 


Agreement. The Company
and any Investors purchasing Series F Preferred at each subsequent Closing will
execute counterpart signature pages to this Agreement, and such Investors will,
upon delivery to the Company of such signature pages, become parties to, and
bound by, this Agreement. Immediately after each subsequent Closing, Exhibit A
will be amended to list the Investors purchasing shares of Series F
Preferred hereunder and the number of shares of Series F Preferred
purchased by each Investor under this Agreement at each such subsequent Closing.
Any shares of Series F Preferred sold and issued at subsequent Closings
shall be deemed to be “Shares”
for all purposes under this Agreement, and any purchasers thereof shall be
deemed to be “Investors” for all
purposes under this Agreement.


 


2.               Definitions. 
For purposes of this Agreement:


 


2.1 “Material
Adverse Event”.  shall mean an occurrence having a consequence that is
materially adverse as to the business, properties, prospects or financial
condition of the Company.


 


2.2 “Subsidiary”. 
constitutes any corporation more than 50% of whose stock (measured by virtue of
voting rights) in the aggregate is owned by the Company.


 


3.               Representations
and Warranties of the Company to the Investors.  Except as set forth
on the Schedule of Exceptions attached hereto as Exhibit C, the
Company hereby represents and warrants to each Investor that:


 


3.1 Corporate
Organization and Authority.  The Company:


 


(a)          is a corporation duly
organized, validly existing, authorized to exercise all its corporate powers,
rights and privileges, and is in good standing in the State of Delaware;


 


(b)         has the corporate power
and corporate authority to execute this Agreement, the Fifth Amended and
Restated Investors’ Rights Agreement (the “Rights Agreement”) attached hereto
as Exhibit D, the Second Amended and Restated Voting Agreement (the
“Voting Agreement”) attached hereto as Exhibit F and the Third
Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Co-Sale
Agreement”) attached hereto as Exhibit F (this Agreement, the Rights
Agreement, the Voting Agreement and the Co-Sale Agreement are collectively
referred to as the “Agreements”) and carry out the transactions contemplated
hereby and thereby and to own and operate its properties and to carry on its
business as now conducted and as proposed to be conducted; and


 


(c)          is qualified as a
foreign corporation and is in good standing in California and all other
jurisdictions in which such qualification is required, except jurisdictions
where the failure to be qualified would not be a Material Adverse Event.


 


3.2 Capitalization. 
Immediately prior to the Closing, the authorized capital of the Company shall
consist of:


 


(a)          Preferred Stock. 24,956,954
shares of Preferred Stock par value $0.001 per share, (i) 546,000 of which are
designated Series A Preferred Stock, 546,000 of which are outstanding
prior to the Closing, (ii) 994,773 of which are designated Series B 


 


2

















 


Preferred, 994,768 of which are outstanding prior to
the Closing, (iii) 5,828,660 of which are designated Series C Preferred,
5,828,660 of which are outstanding prior to the Closing, (iv) 6,614,857 of
which are designated Series D Preferred, 6,013,509 of which are outstanding
prior to the Closing, (v) 5,872,664  of which are
designated Series E Preferred, 5,723,538 of which are outstanding prior to the
Closing, and (vi) 5,100,000 of which are designated Series F Preferred,
none of which are outstanding prior to the Closing. All outstanding shares of
Preferred Stock are duly and validly issued (including without limitation,
issued in compliance with applicable federal and state securities laws),
fully-paid, and non-assessable. Each
outstanding series of Preferred Stock is convertible into Common Stock on a
one-for-one basis as of the date hereof (except for the Series B Preferred
Stock, which will convert into an aggregate of 1,268,197 shares of Common
Stock) and the consummation of the transactions contemplated hereunder will not
result in any anti-dilution adjustment or other similar adjustment to the
outstanding shares of Preferred Stock.


 


(b)         Common Stock. Immediately
prior to Closing, 35,000,000 shares of Common Stock par value $0.001 per share,
of which 3,502,442 shares are issued and outstanding. All outstanding shares of
Common Stock (including shares issued pursuant to the Company’s 1998 Stock
Plan) are duly and validly issued (including without limitation, issued in
compliance with applicable federal and state securities laws), fully-paid, and
non-assessable. The Company has reserved 3,691,288 shares of Common Stock for
issuance under its 1998 Stock Plan (the “Plan”), excluding shares that have
been issued pursuant to restricted stock purchase agreements and/or the
exercise of outstanding options and are included in the outstanding Common
Stock listed in the first sentence of this Section 3.2(b) above. Options to
purchase 1,183,135 shares of Common Stock that have been granted under the Plan
are currently outstanding; and 2,508,153 shares of Common Stock remain
available for future issuance to officers, directors, employees and consultants
of the Company under the Plan. The Company has not made any representations
regarding equity incentives to any officer, employee, director or consultant
that are inconsistent with the share amounts and terms set forth in the Company’s
minute book.


 


(c)          Other. Except as
set forth in the Schedule of Exceptions and as contemplated by the Agreements,
there are no outstanding options, warrants, conversion privileges, preemptive
rights, or other rights or agreements to purchase or otherwise acquire or issue
any equity securities of the Company. The Company is not a party or subject to
any agreement or understanding, and, to the Company’s knowledge, there is no
agreement or understanding between any persons and/or entities, which affects
or relates to the voting or giving of written consents with respect to any
security or by a director of the Company.


 


(d)         Acceleration and
Vesting Provisions. All options granted and Common Stock issued vest as
follows: twenty-five percent (25%) of the shares vest one (1) year following
the vesting commencement date, with the remaining seventy-five percent (75%)
vesting in equal monthly installments over the next three (3) years. No stock
plan, stock purchase, stock option or other agreement or understanding between
the Company and any holder of any equity securities or rights to purchase
equity securities provides for acceleration or other changes in the vesting
provisions or other terms of such agreement or understanding as the result of
any merger, consolidated sale of stock or assets, change in control or any
other transaction(s) by the Company.


 


3

















 


3.3  Subsidiaries. 
The Company does not presently own, have any investment in, or control,
directly or indirectly, any Subsidiaries, associations or other business
entities. The Company is not a participant in any joint venture or partnership.


 


3.4 Authorization. 
All corporate action on the part of the Company, its officers, directors and
stockholders necessary for the authorization, execution and delivery of, and
performance of all obligations under the Agreements, and for the issuance and
delivery of the Shares, and of the Common Stock issuable upon conversion of the
Shares (the “Conversion Shares”) has been taken. The Agreements constitute
legally binding valid obligations of the Company enforceable against the
Company in accordance with their respective terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief, or other equitable remedies, and (iii) to the extent the
indemnification provisions contained in the Rights Agreement may be limited by
applicable federal or state securities laws.


 


3.5 Validity of
Series F Preferred.  The Shares, when issued, sold and delivered
in accordance with the terms and for the consideration expressed in this Agreement,
shall be duly and validly issued (including, without limitation, issued in
compliance with applicable federal and state securities laws), fully-paid and
non-assessable, and free from any liens or encumbrances other than those set
forth in the Agreements and the applicable state and federal securities laws
restrictions on transfer to which such Shares are subject. The Conversion
Shares have been duly and validly reserved for issuance, and, upon issuance in
accordance with the Certificate shall be duly and validly issued (including,
without limitation, issued in compliance with all applicable federal and state
securities laws), fully paid and non-assessable, and free from any liens or
encumbrances other than those set forth in the Agreements and the applicable
state and federal securities laws restrictions on transfer to which such
Conversion Shares are subject.


 


3.6 Offering. 
Subject in part to the truth and accuracy of each Investor’s representations
set forth in Section 4 of this Agreement, the offer, sale and issuance of
the Shares as contemplated by this Agreement are exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”),
and applicable blue sky laws. Neither the Company nor any authorized agent
acting on its behalf has taken, or will take, any action hereafter that would
cause the loss of such exemptions.


 


3.7 No Conflict
with Other Instruments; Compliance with Laws.  The execution, delivery
and performance of the Agreements by the Company will not result in any
violation of, be in conflict with, or constitute a default under or result in
the imposition of any Lien upon any of the Company’s material assets under,
with or without the passage of time or the giving of notice: (i) any
provision of the Certificate or the Company’s Bylaws; (ii) any provision
of any judgment, decree or order to which the Company is a party or by which it
is bound; (iii) any material provision of any contract, obligation or
commitment to which the Company is a party or by which it is bound; or (iv) any
material statute, rule or governmental regulation applicable to the Company. The
Company is, and is conducting its business, in compliance in all material
respects with all statutes, rules, and governmental regulations applicable to
the Company.


 


4

















 


3.8 Agreements;
Actions.


 


(a)          There are no agreements,
understandings or proposed transactions between the Company and any of its
officers, directors, affiliates or any affiliate thereof.


 


(b)         There are no agreements,
understandings, instruments, contracts or proposed transactions to which the
Company is a party or by which it is bound which involve (i) obligations
of, or payments to, the Company in excess of $25,000, (ii) the license of
any patent, copyright, trade secret or other proprietary right of the Company,
(iii) any other material agreement, (iv) provisions restricting the
development, manufacture or distribution of the Company’s products or services,
or (v) indemnification by the Company with respect to infringements of
proprietary rights (other than indemnification obligations arising from
purchase or sale agreements entered into in the ordinary course of business).


 


(c)          The Company has not
(i) declared or paid any dividends, or authorized or made any distribution
upon or with respect to any class or series of its capital stock,
(ii) incurred any indebtedness for money borrowed, (iii) incurred any
other liabilities individually in excess of $25,000 or in the aggregate in excess
of $100,000,
(iv) made any loans or advances to any person, other than ordinary
advances for travel expenses, (v) sold, exchanged or otherwise disposed of
any of its material assets or rights or (vi) agreed to do any of the
foregoing.


 


(d)         For the purposes of
subsections (b) and (c) above, all indebtedness, liabilities, agreements,
understandings, instruments, contracts and proposed transactions involving the
same person or entity (including persons or entities the Company has reason to
believe are affiliated therewith) shall be aggregated for the purpose of
meeting the individual minimum dollar amounts of such subsections.


 


(e)          The Company is not a
party to and is not bound by any contract, agreement or instrument, or subject
to any restriction under its Certificate or Bylaws, which adversely affects in
any material respect its business as now conducted or as proposed to be
conducted, its properties or its financial condition.


 


(f)            The Company has not
engaged in the past three months in any discussion (i) with any representative
of any corporation or corporations regarding the merger of the Company with or
into any such corporation or corporations, (ii) with any representative of any
corporation, partnership, association or other business entity or any individual
regarding the sale, conveyance or disposition of all or substantially all of
the assets of the Company or a transaction or series of related transactions in
which more than 50% of the voting power of the Company would be disposed of, or
(iii) regarding any other form of liquidation, dissolution or winding up of the
Company.


 


3.9 Litigation. 
There is no pending or, to the Company’s knowledge, threatened, legal action,
proceeding or investigation that involves the prior employment of any of the
Company’s employees, their use in connection with the Company’s business of any
information or techniques allegedly proprietary to any of their former
employers, or their obligations under any agreements with prior employers , or
that questions the validity of the Agreements or the right of the Company to
enter into the Agreements or to consummate the transactions contemplated hereby
and thereby, or that would reasonably be expected to result, either 


 


5

















 


individually or in the
aggregate, in any Material Adverse Event or any change in the current equity
ownership of the Company , nor is the Company aware that there is any basis for
the foregoing. There is no judgment, decree or order of any court in effect
against the Company or any of its assets. The Company has no present intention
to commence litigation against any other party.


 


3.10               Title to
Property and Assets; Leases.  Except (a) for liens for current
taxes not delinquent, (b) for liens imposed by law and incurred in the
ordinary course of business for obligations not past due to carriers,
warehousemen, laborers, materialmen and the like, or (c) for minor defects
in title, none of which, individually or in the aggregate, materially
interferes with the use of such property, the Company owns its property and
assets free and clear of all mortgages, liens, claims and encumbrances (“Liens”).
With respect to the property and assets it leases, the Company is in compliance
with such leases and, to its knowledge, holds a valid leasehold interest free
of any liens, claims, or encumbrances, subject to clauses (a)-(c) above.


 


3.11               Patents and
Other Proprietary Rights.  Section 3.11 of the Schedule of Exceptions
contains a complete and accurate list of all (a) patented or registered
Intellectual Property Rights (as defined below) owned or used by the Company,
(b) pending patent applications and applications for registrations of other
Intellectual Property Rights filed by the Company and (c) unregistered trade
names and corporate names owned or used by the Company. The Schedule of
Exceptions also contains a complete and accurate list of all licenses and other
rights granted by the Company to any third party with respect to any
Intellectual Property Rights and all licenses and other rights granted by any
third party to the Company with respect to any Intellectual Property Rights, in
each case identifying the subject Intellectual Property Rights but not
including licenses arising from the purchase of “off the shelf” or other standard
products. The Company owns all right, title and interest in and to all of the
Intellectual Property Rights listed or required to be listed on the Schedule of
Exceptions free and clear of all liens, encumbrances or claims of others. The
Company owns all right, title and interest to, or has the right to use pursuant
to a valid license, all Intellectual Property Rights used in or necessary for
the operation of the business of the Company as presently conducted and as
presently proposed to be conducted, free and clear of all liens, encumbrances
or claims of others. The Company has taken all necessary and desirable actions
to maintain and protect the Intellectual Property Rights that it owns. To the
Company’s knowledge, the owners of any Intellectual Property Rights licensed to
the Company have taken all necessary and desirable actions to maintain and
protect the Intellectual Property Rights that are subject to such licenses. There
have been no claims made against the Company asserting the invalidity, misuse
or unenforceability of any of such Intellectual Property Rights, and to the
Company’s knowledge, there are no valid grounds for the same. The Company has
not received any notices of, and is not aware of any facts which indicate a
likelihood of, any infringement or misappropriation by, or conflict with, any
third party with respect to such Intellectual Property Rights (including,
without limitation, any demand or request that the Company license any rights
from a third party). To the Company’s knowledge, the conduct of the Company’s
business has not infringed, misappropriated or conflicted with and does not
infringe, misappropriate or conflict with any Intellectual Property rights of
others, nor would any future conduct as presently contemplated infringe, misappropriate
or conflict with any Intellectual Property Rights of others. To the Company’s
knowledge, the Intellectual Property Rights owned by or licensed to the Company
have not been infringed, misappropriated or conflicted by others. The
transactions contemplated by this Agreement shall 


 


6

















 


have no adverse effect on
the Company’s right, title and interest in and to the Intellectual Property
Rights listed or required to be listed on the Schedule of Exceptions. To the
Company’s knowledge after due inquiry, none of its employees is obligated under
any contract (including licenses, covenants or commitments of any nature) or
other agreement, or subject to any judgment, decree or order of any court or
administrative agency, that would interfere with the use of his or her best
efforts to promote the interests of the Company or that would conflict with the
Company’s business as presently conducted and as presently proposed to be
conducted. Neither the execution of this Agreement nor the transactions
contemplated by this Agreement nor the carrying on of the Company’s business by
the employees of the Company, nor the conduct of the Company’s business as
presently proposed to be conducted, will, to the Company’s knowledge, conflict
with or result in a breach of the terms, conditions or provisions of, or
constitute a default under, any contract, covenant or instrument under which
any of such employees is now obligated. The Company does not believe it is or
will be necessary to utilize any inventions of any of its employees (or people
it currently intends to hire) made prior to their employment by the Company. For
purposes of this Agreement, “Intellectual Property Rights” means all (i)
patents, patent applications, patent disclosures and inventions, (ii)
trademarks, service marks, trade dress, trade names, logos and corporate names
and registrations and applications for registration thereof together will all
of the goodwill associated therewith, (iii) copyrights (registered and
unregistered) and copyrightable works and registrations and applications for
registration thereof, (iv) mask works and registrations and applications for
registration thereof, (v) computer software, data, data bases and documentation
thereof, (vi) trade secrets and other confidential information (including,
without limitation, ideas, formulas, compositions, inventions (whether
patentable or unpatentable and whether or not reduced to practice), know-how,
manufacturing and production processes and techniques, research and development
information, drawings, specifications, designs, plans, proposals, technical
data, financial and marketing plans and customer and supplier lists and
information), (vii) other intellectual property rights and (viii) copies and tangible
embodiments thereof (in whatever form or medium).


 


3.12               Confidential
Information and Invention Assignments.  Each employee of and
consultant to the Company has executed and delivered to the Company a
Confidential Information and Invention Assignment Agreement, in the form
previously provided to legal counsel to the Investors. No current employee,
officer or consultant of the Company has excluded works or inventions made
prior to his or her employment with the Company from his or her assignment of
inventions pursuant to such employee, officer or consultant’s Confidential
Information and Invention Assignment Agreement. The Company is not aware that
any of its employees or consultants are in violation thereof, and the Company
will use its best efforts to prevent any such violation.


 


3.13               No Defaults;
Violations or Conflicts.  The Company is not in violation of (i) any
term or provision of its Certificate, Bylaws, or (ii) any term or provision of
any indebtedness, mortgage, indenture, contract, agreement, or judgment, which
violation would reasonably be expected to constitute a Material Adverse Event.


 


3.14               Registration
Rights.  Except as provided in the Rights Agreement, the Company is
under no contractual obligation to register under the Securities Act any of its
presently outstanding securities or any of its securities that may subsequently
be issued.


 


7

















 


3.15               Brokers and
Finders.  The Company has not retained any investment banker, broker
or finder in connection with the sale of the Shares.


 


3.16               Governmental
Consents.  No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state, local or provincial governmental authority on the part of the
Company is required in connection with the consummation of the transactions
contemplated by this Agreement, except for qualification (or taking such action
as may be necessary to secure an exemption from qualification) under the
California Corporate Securities Laws and other applicable blue sky laws of the
Shares and Conversion Shares.


 


3.17               Corporate
Documents.  The Certificate and Bylaws of the Company as presently in
effect are in the form previously provided to the Investors.


 


3.18               Minute Books. 
The minute books of the Company provided to legal counsel to the Investors
contain a complete summary of all meetings and actions of directors and
stockholders since the time of incorporation and reflect all transactions
referred to in such minutes accurately in all material respects.


 


3.19               Disclosure. 
The Company has provided the Investors with all the information that the
Investors have requested for deciding whether to acquire the Shares and all
information that the Company believes is reasonably necessary to enable the
Investors to make such a decision. No representation or warranty of the Company
contained in this Agreement and the exhibits attached hereto, or in any
certificate furnished or to be furnished to Purchasers at the Closing, contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made.


 


3.20               No Conflict of
Interest.  The Company is not indebted, directly or indirectly, to any
of its officers or directors or to their respective spouses or children, in any
amount whatsoever other than in connection with expenses or advances of
expenses incurred in the ordinary course of business or relocation expenses of
employees. None of the Company’s officers or directors, or any members of their
immediate families, are, directly or indirectly, indebted to the or, to the
Company’s knowledge, have any direct or indirect ownership interest in any firm
or corporation with which the Company in affiliated or with which the Company
has a business relationship, or any firm or corporation which competes with the
Company except that officers, directors and/or stockholders of the Company may
own stock in (but not exceeding two percent of the outstanding capital stock
of) any publicly-traded company that may compete with the Company. None of the
Company’s officers or directors or any members of their immediate families are,
directly or indirectly, interested in any material contract with the Company. The
Company is not a guarantor or indemnitor of any indebtedness of any other
person, firm or corporation.


 


3.21               Liabilities. 
The Company has no material liabilities or material contingent liabilities,
except current liabilities incurred in the ordinary course of business which
have not and will not, either in any individual case or in the aggregate,
result in a Material Adverse Event.


 


8

















 


3.22                           Financial
Statements.  The Company has made available to the Investors the
unaudited balance sheet and statement of operations of the Company as of and
for the period ended December 31, 2006 (the “Financial Statements”). The
Financial Statements are correct in all material respects, have been prepared
in accordance with generally accepted accounting principles, and present fairly
the financial condition and operating results of the Company as of the date(s)
and during the period(s) indicated therein. The Company maintains, and will
continue to maintain, a standard system of accounting established and
administered in accordance with generally accepted accounting principles.


 


3.23                           No
Material Change.  Since December 31, 2006 there has not been:


 


(a)                                  any
changes in the assets, liabilities, financial condition, or operating results
of the Company from that reflected in the Financial Statements, except changes
in the ordinary course of business that have not been and are not expected to
be, individually or in the aggregate, materially adverse;


 


(b)                                 any
damage, destruction, or loss, whether or not covered by insurance, materially
and adversely affecting the Company’s business, properties, assets, prospects,
or financial condition (as such business is presently conducted and as it is proposed
to be conducted);


 


(c)                                  any
waiver or compromise by the Company of a valuable right or of a material debt
owed to it;


 


(d)                                 any
satisfaction or discharge of any lien, claim, or encumbrance or payment or any
obligation by the Company, except in the ordinary course of business and that
is not material to the Company’s business, properties, assets, prospects, or
financial condition (as such business conducted and as it is proposed to
conducted);


 


(e)                                  any
material change or amendment to a material contract or arrangement by which the
Company or any of its assets or properties is bound or subject;


 


(f)                                    any
material change in any compensation arrangement or agreement with any employee,
officer, director, or stockholder;


 


(g)                                 any
sale, assignment, or transfer or any Intellectual Property;


 


(h)                                 any
resignation or termination of employment of any officer, key employee, or key
consultant, or any group of key employees or consultants, of the Company;


 


(i)                                     receipt
of notice that there has been a loss of, or material order cancellation by, any
important customer of the Company;


 


(j)                                     any
mortgage, pledge, transfer of a security interest in, or lien created by the
Company, with respect to any of its material properties or assets, except liens
for taxes not yet due or payable;


 


9

















 


(k)                                  any
material change in the contingent obligations of the Company by way of
guaranty, endorsement, indemnity, warranty, or otherwise;


 


(l)                                     any
declaration, setting aside of payment, or other distribution in respect of any
of the Company’s capital stock, or any direct or indirect redemption, purchase,
or other acquisition of any such stock by the Company, or any issuance of stock
or other securities other than stock options granted and exercised in the
ordinary course of business under plans approved by the Board of Directors;


 


(m)                               to
the best of the company’s knowledge, any other event or condition of any
character that could  materially and
adversely affect the Company’s business, properties, assets, prospects, or
financial conditions (as such business is presently conducted and as it is
proposed to be conducted; or


 


(n)                                 any
agreement or commitment by the Company to do any of the things described in
this Section 3.23.


 


3.24         Permits.  The Company has
all franchises, permits, licenses and any similar authority necessary for the
conduct of its business, the lack of which could result in a Material Adverse
Event. The Company is not in default in any material respect under any of such
franchises, permits, licenses or other similar authority.


 


3.25         Employee Benefit Plans. 
The Company is in compliance in all material respects with the terms of all Employee
Benefit Plans as defined in the Employee Retirement Income Security Act of
1974, as amended and with the laws and regulations applicable thereto.


 


3.26         Environmental and Safety Laws. 
The Company is not in violation of any applicable statute, law or regulation
relating to the environment or occupational health and safety, and to its
knowledge, no material expenditures are or will be required in order to comply
with any such existing statute, law or regulation.


 


3.27         Tax Returns.  The Company
has timely filed all tax returns (federal, state and local) required to be
filed by it. These returns and reports are true and correct in all material
respects. The Company has paid all taxes and other assessments due. The Company
has never had any tax deficiency proposed or assessed against it and has not
executed any waiver of any statute of limitations on the assessment or
collection of any tax or governmental charge. The Company has not been advised
that any of its returns have been or are being audited. The Company has
withheld or collected from each payment made to each of its employees the
amount of all taxes (including, without limitation, federal income taxes,
Federal Insurance Contribution Act taxes and Federal Unemployment Act taxes)
required to be withheld or collected therefrom and has paid the same to the
proper tax receiving officers or authorized depositories. The Company is not
aware of any tax liability to be imposed upon its properties or assets as of
the date hereof that would result in a Material Adverse Event. The Company is
not a “United States real property holding corporation” within the meaning of
Internal Revenue Code Section 897(c)(2) and any regulations promulgated
thereunder.


 


3.28         Employment Agreements.  The
Company has no collective bargaining agreements with any of its employees. There
is no labor union organizing activity pending or, to 


 


10

















 


the Company’s knowledge,
threatened with respect to the Company. No employee has any agreement or
contract, written or verbal, regarding his or her employment. The Company is
not a party to or bound by any currently effective employment contract,
deferred compensation arrangement, bonus plan, incentive plan, profit sharing
plan, retirement agreement or other employee compensation plan or agreement
(each, a “Plan”). After reasonable investigation, to the Company’s knowledge,
no employee of the Company, nor any consultant with whom the Company has
contracted, is in violation of any term of any employment contract, proprietary
information agreement or any other agreement relating to the right of any such
individual to be employed by, or to contract with, the Company; and to the
Company’s knowledge the continued employment by the Company of its present
employees, and the performance of the Company’s contracts with its independent
contractors, will not result in any such violation. The Company has not
received any notice alleging that any such violation has occurred. No employee
of the Company has been granted the right to continued employment by the
Company or to any compensation following termination of employment with the
Company. The Company is not aware that any officer or key employee intends to
terminate his employment with the Company, nor does the Company have a present
intention to terminate the employment of any of the foregoing. The employment
of each officer and employee of the Company is terminable at the will of the
Company without the payment of any severance benefit or the acceleration of any
stock vesting (or lapse of stock repurchase provision).


 


3.29         Obligations of Management. 
Each officer of the Company is currently devoting one hundred percent (100%) of
his or her business time to the conduct of the business of the Company. The
Company is not aware that any officer or key employee of the Company is
planning to work less than full time at the Company in the future. No officer
or key employee is currently working or, to the Company’s knowledge, plans to
work for a competitive enterprise, whether or not such officer of key employee
is or will be compensated by such enterprise.


 


3.30         Voting Agreements.  To the
Company’s knowledge, no shareholder of the Company has entered into any
agreement with respect to the voting of equity securities of the Company.


 


3.31         Section 83(b) Elections. 
To the Company’s knowledge, all elections and notices permitted by Section
83(b) of the Code and any analogous provisions of applicable state tax laws
have been timely filed by all employees who have purchased shares of the
Company’s common stock under agreements that provide for the vesting of such
shares.


 


4.               Representations
and Warranties of the Investors.  Each Investor represents and
warrants to the Company as follows:


 


4.1 Authorization. 
When executed and delivered by such Investor, and assuming execution and
delivery by the Company, the Agreements will constitute valid obligations of
such Investor, enforceable in accordance with their terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, and (iii) to the
extent the indemnification provisions contained in the Rights Agreement may be
limited by applicable federal or state securities laws.


 


11

















 


4.2 Brokers and
Finders.  Such Investor has not retained any investment banker,
broker, or finder in connection with the transactions contemplated by this
Agreement.


 


5.               Securities Laws.


 


5.1 Securities Laws
Representations and Covenants of Investor.  Each Investor severally
represents and warrants to the Company as follows:


 


(a)          This Agreement is made
with such Investor in reliance upon such Investor’s representation to the Company,
which by such Investor’s execution of this Agreement such Investor hereby
confirms, that the Shares and the Conversion Shares (collectively, the “Securities”)
to be received by such Investor will be acquired for investment for such
Investor’s own account, not as a nominee or agent, and not with a view to the
sale or distribution of any part thereof, and that such Investor has no present
intention of selling, granting any participation in, or otherwise distributing
the same. By executing this Agreement, such Investor further represents that
such Investor has no contract, undertaking, agreement or arrangement with any
person to sell, transfer, or grant participations to such person or to any
third person, with respect to any of the Securities.


 


(b)         Such Investor understands
and acknowledges that the offering of the Securities pursuant to this Agreement
will not be registered under the Securities Act on the grounds that the
offering and sale of securities contemplated by this Agreement are exempt from
registration pursuant to Section 4(2) of the Securities Act, and that the
Company’s reliance upon such exemption is predicated upon such Investor’s
representations set forth in this Agreement.


 


(c)          Each such Investor
covenants that in no event will it dispose of any of the Securities (other than
if a Registration Statement is in effect with respect to such shares of the
Securities or a disposition pursuant to Rule 144 promulgated by the
Securities and Exchange Commission (“Commission”) under the Securities Act (“Rule 144”)
or any similar or analogous rule) unless and until (i) such Investor shall
have notified the Company of the proposed disposition and shall have furnished
the Company with a statement of the circumstances surrounding the proposed
disposition that are necessary to the availability of an exemption under the
Securities Act other than Rule 144, and (ii) if requested by the
Company, such Investor shall have furnished the Company with an opinion of
counsel reasonably satisfactory in form and substance to the Company and the
Company’s counsel to the effect that (x) such disposition will not require
registration under the Securities Act and (y) appropriate action necessary
for compliance with the Securities Act and any applicable state, local or
foreign law has been taken. Notwithstanding the limitations set forth in the
foregoing sentence, such Investor which is a partnership or other pooled
investment vehicle may transfer Securities to its constituent partners or
affiliates or a retired partner or affiliate of such entity who retires after
the date hereof, or to the estate of any such partner or affiliate or retired
partner or affiliate or transfer by gift, will or intestate succession to any
such person’s spouse or lineal descendants or ancestors without the necessity
of registration or opinion of counsel if the transferee agrees in writing to be
subject to the terms of this Agreement and the other Agreements to the same
extent as if such transferee were an Investor; provided, however, that each
such Investor hereby covenants not to effect such transfer if such transfer
either would invalidate the securities laws exemptions pursuant to which the
Securities were originally offered and sold or would itself require
registration under the 


 


12

















 


Securities Act or applicable state securities laws. Any
certificate evidencing the Securities transferred as above provided shall bear
the appropriate restrictive legend set forth in Section 5.2 below;
provided, however, that any legend endorsed on a certificate pursuant to
Section 5.2(a) hereof shall be removed (i) if the Securities
represented by such certificate shall have been effectively registered under
the Securities Act or otherwise lawfully sold in a public transaction, or
(ii) if such Securities may be transferred in compliance with
Rule 144(k) promulgated under the Securities Act. Any legend endorsed on a
certificate pursuant to Section 5.2(b) hereof shall be removed if the
Company receives an order of the appropriate state authority authorizing such
removal.


 


(d)         Each such Investor
represents that: (i) such Investor has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of such Investor’s prospective investment in the Securities;
(ii) such Investor has received all the information it has requested from
the Company and considers necessary or appropriate for deciding whether to
purchase the Securities; (iii) such Investor has the ability to bear the
economic risks of such Investor’s prospective investment; (iv) such
Investor understands that no public market currently exists for any of the
Company’s securities, and that the Company has made no assurances that a public
market will ever exist for the Securities and (v) such Investor is able,
without materially impairing its financial condition, to hold the Securities
for an indefinite period of time and to suffer complete loss on its investment.


 


5.2 Legends.


 


(a)          All certificates for the
Securities shall bear the following legend:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH
TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR
THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH
TRANSFER TO COMPLY WITH THE ACT.”


 


(b)         Any certificates
evidencing the Securities shall also bear any legend required by the
Commissioner of Corporations of the State of Delaware or required pursuant to
any state, local or foreign law governing such securities.


 


6.               Conditions of
Investor’s Obligations at a Closing.  The obligations of each Investor
under Sections 1.1 and 1.2 of this Agreement are subject to the
fulfillment at or before each Closing of each of the following conditions, any
of which may be waived in writing by such Investor but solely as to such
Investor:


 


6.1 Representations
and Warranties.  The representations and warranties of the Company
contained in Section 3 shall be true on and as of the date of the Closing
with the same effect as if made on and as of the Closing.


 


13

















 


6.2 Performance. 
The Company shall have performed or fulfilled in all material respects all
agreements, obligations and conditions contained herein required to be
performed or fulfilled by the Company before the Closing.


 


6.3 Blue Sky
Compliance.  The Company shall have complied with and be effective
under all state securities or Blue Sky laws applicable to the offer and sale of
the Shares to the Investors at the Closing.


 


6.4 Information and
Registration Rights.  The Company and the Investor shall have entered
into the Rights Agreement in substantially the form attached hereto as Exhibit
D.


 


6.5 Voting Agreement. 
The Company and the Investor shall have entered into the Voting Agreement in
substantially the form attached hereto as Exhibit E.


 


6.6 Co-Sale Agreement. 
The Company and the Investor shall have entered into the Co-Sale Agreement in
substantially the form attached hereto as Exhibit F.


 


6.7 Proceedings
Satisfactory; Compliance Certificate.  All corporate and legal
proceedings taken by the Company in connection with the transactions
contemplated by this Agreement and all documents and papers relating to such
transactions shall be satisfactory to the Investors and legal counsel to the
Investors, and legal counsel to the Investors shall have received all such counterpart
original and certified or other copies of such documents as they may reasonably
request. The Company shall have delivered to legal counsel to the Investors a
certificate dated as of the Closing, signed by the Company’s President,
certifying that each of the conditions set forth in this Sections 6 have
been satisfied.


 


6.8 Opinion of Counsel. 
There shall have been delivered to the Investors an opinion of legal counsel to
the Company, in substantially the form of Exhibit G attached
hereto, dated as of the date of the Closing.


 


6.9 Certified Charter
Documents and Resolutions.  There shall have been delivered to the
Investors a copy of the (i) Certificate and Bylaws of the Company (as amended
and restated through the date of the Closing), (ii) resolutions of the Board of
Directors approving the Agreements and the transaction contemplated hereby and
thereby, and (iii) resolutions of the stockholders of the Company approving the
Certificate, each certified by the Secretary of the Company as true and correct
copies thereof as of the date of the Closing.


 


6.10                           Amended
and Restated Certificate of Incorporation.  The Amended and Restated
Certificate of Incorporation shall have been filed with and accepted by the
Delaware Secretary of State.


 


6.11                           Stock
Option Plan.  The Company shall have amended the 1998 Stock Plan so as
to increase the number of shares reserved for issuance thereunder by an
additional 2,000,000 shares.


 


6.12                           Indemnification
of Directors.  The Company shall have entered into an Indemnification Agreement
(in a form reasonably acceptable to legal counsel to the Investors) with each
director of the Company.


 


14

















 


6.13                           Management
Rights.  The Company shall have entered into a management rights
letter in reasonably acceptable form with each Investor, including Burrill
& Co., who reasonably requires such a document.


 


6.14                           Completion
of Due Diligence.  The Investors shall have completed their financial
and legal due diligence. All documents contemplated by this Agreement shall
have been completed.


 


6.15                           Burrill
Director.  Immediately prior to the Initial Closing, a nominee of
Burrill & Co. shall be duly elected or appointed as a Director of the
Company.


 


7.               Conditions of
the Company’s Obligations at a Closing.  The obligations of the
Company under Sections 1.1 and 1.2 of this Agreement are subject to the
fulfillment at or before each Closing of each of the following conditions, any
of which may be waived in writing by the Company:


 


7.1 Representations
and Warranties.  The representations and warranties of the Investor
contained in Sections 4 and 5 shall be true on and as of the Closing with
the same effect as though said representations and warranties had been made on
and as of the Closing.


 


7.2 Information and
Registration Rights.  The Investors shall have entered into the Rights
Agreement in substantially the form of Exhibit D attached hereto.


 


7.3 Voting Agreement. 
The Investors shall have entered into the Voting Agreement in substantially the
form attached hereto as Exhibit E.


 


7.4 Co-Sale Agreement. 
The Investors shall have entered into the Co-Sale Agreement in substantially
the form attached hereto as Exhibit F.


 


7.5 Amended and
Restated Certificate of Incorporation.  The Certificate shall have
been filed with and accepted by the Delaware Secretary of State.


 


7.6 Payment of
Purchase Price.  Each Investor shall have respectively delivered the
total purchase price applicable to such Investor as set forth in Exhibit A
hereto.


 


8.               Post-Closing
Covenants of the Company.


 


8.1 Securities Laws
Compliance.  The Company shall within fifteen (15) days of the
Closings file a notice of the sale of the Shares to the Investors pursuant to
Section 25102(f) of the California Corporations Code and shall make any
other filings required by the securities or blue sky laws of any other
applicable jurisdiction.


 


9.               Miscellaneous.


 


9.1 Entire Agreement;
Successors and Assigns.  The Agreements constitute the entire
agreement between the Company and the Investors relative to the subject matter
hereof. Any previous agreement between the Company and the Investors is
superseded by this Agreement. Subject to the exceptions specifically set forth
in this Agreement, the terms and 


 


15

















 


conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and assigns of the parties.


 


9.2 Governing Law. 
This Agreement shall be governed by and construed in accordance with the laws
of the State of California applicable to contracts entered into and wholly to
be performed within the State of California by California residents.


 


9.3 Counterparts. 
This Agreement may be executed in counterparts, including those transmitted by
facsimile or electronic transmission, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


9.4 Headings. 
The headings of the sections of this Agreement are for convenience and shall
not by themselves determine the interpretation of this Agreement.


 


9.5 Notices. 
Any notice required or permitted hereunder shall be given in writing and shall
be conclusively deemed effectively given (i) five days after sending by
first class U.S. mail postage prepaid, (ii) upon personal delivery, or
(iii) two days after the date of sending if sent by commercial overnight
courier addressed to the Company as set forth below the Company’s name on the
signature page of this Agreement, and to an Investor, at such Investor’s address
as set forth on Exhibit A or at such other address as the Company
or such Investor may designate.


 


9.6 Survival of
Warranties.  The warranties, representations and covenants of the
parties contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing, and such warranties,
representations and covenants of the Company shall in no way be affected by any
investigation of the subject matter thereof made by or on behalf of the
Investors; provided, however, that such representations and warranties need
only be accurate as of the date of such execution and delivery and as of the
Closing.


 


9.7 Amendment of
Agreement.  Any term of this Agreement may be amended and the
observance of any term 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 the holders of a majority of the Common
Stock issuable or issued upon conversion of the Shares provided that (i) no
such amendment shall impose or increase any liability or obligation or an
Investor without the consent of such Investor, and (ii) no such amendment has a
disproportionately adverse effect on any Investor in relation to the other Investors
without the consent of such Investor. Any amendment or waiver affected in
accordance with this paragraph shall be binding upon each holder of any
securities purchased under this Agreement at the time outstanding (including
securities into which such securities are convertible) and the Company.


 


9.8 Finders Fees. 
Each of the Company and the Investor will indemnify the other against all
liabilities incurred by the indemnifying party with respect to claims related
to investment banking or finders fees in connection with the transactions
contemplated by this Agreement, arising out of arrangements between the party
asserting such claims and the indemnifying party, and all costs and expenses
(including reasonable fees of counsel) of investigating and defending such
claims.


 


16

















 


9.9 Expenses. 
Each of the Company and the Investors shall bear its own expenses incurred on
its behalf with respect to this Agreement and the transactions contemplated
hereby; provided, however, that if the financing is consummated, the Company
agrees to pay, at the Closing, upon the presentation of detailed invoice the
reasonable fees and expenses of Jones Day as special legal counsel to Investor
Burrill Life Sciences Capital Fund, L.P. and its participating affiliates, not
to exceed $35,000 in the aggregate.


 


9.10                 Aggregation of
Stock.  All Shares held or acquired by affiliated entities or persons
shall be aggregated together for the purpose of determining the availability of
any rights under this Agreement.


 


9.11                 Severability. 
If any provision of this Agreement is held to be unenforceable for any reason,
it shall be adjusted rather than voided, if possible, in order to achieve the
intent of the parties to the extent possible. In any event, all other
provisions of this Agreement shall be deemed valid and enforceable to the full
extent possible.


 


9.12                 Delays or
Omissions.  No delay or omission to exercise any right, power or
remedy accruing to any party under this Agreement, upon any breach or default
of any other party under this Agreement, shall impair any such right, power or
remedy of such non-breaching or non-defaulting party nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of
or in any similar breach or default thereafter occurring; nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any party of any breach or
default under this Agreement, or any waiver on the part of any party of any
provisions or conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.


 


9.13                 Corporate
Securities Law.  THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF
THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF
THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR
RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY
SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE
RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE
QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.


 


9.14                 Exculpation
Among Investors.  Each Investor acknowledges that it is not relying
upon any person, firm or corporation, other than the Company and its officers
and directors, in making its investment or decision to invest in the Company. Each
Investor agrees that no Investor nor the respective controlling persons,
officers, directors, partners, agents, or employees of any Investor shall be
liable to any other Investor for any action heretofore or hereafter taken or
omitted to be taken by any of them in connection with the purchase of the
shares of Series F Preferred.


 


17

















 


9.15                           Indemnification.


 


(a)          The Company agrees to
indemnify and hold harmless each Investor and such Investor’s general partners,
officers, directors, employees, agents, affiliates and stockholders, if any
(collectively, the “Indemnitees”), against any investigations, proceedings,
claims or actions and for any expenses, damages, liabilities,  losses, penalties, fines, judgments, awards,
settlements, Taxes, costs, fees and disbursements (joint or several)
(collectively, “Losses”)  to which the
Indemnitees may become subject under the Securities Act, and any rules or
regulations promulgated thereunder, the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and any rules or regulations promulgated
thereunder, or any federal, state, local, foreign or other law or regulation,
common law or otherwise, arising out of, related to or in any way attributable
to the Indemnitee’s investment in the Company, including, without limitation,
Losses that arise out of, are related to or are in any way attributable to or
based upon (i) any breach of any representation, warranty, agreement or
covenant of the Company contained herein, (ii) any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
filed by the Company or any amendment or supplement thereto, or the omission or
alleged 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, (iii) any untrue statement or alleged
untrue statement of any material fact contained in any prospectus distributed
by the Company or any amendment or supplement thereto, or the omission or
alleged 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, or (iv) any statement by or on behalf of
the Company or action taken by the Company. Upon written request, the Company
agrees to reimburse the Indemnitee for any legal or other expenses incurred in
connection with investigating or defending any such investigations,
proceedings, claims or actions, as such expenses or other costs are incurred. Each
Indemnitee may select its own counsel, and shall have the sole and exclusive
right to conduct, defend and settle in its sole discretion any third party
claim in connection with which indemnification is provided hereunder.


 


(b)         This indemnity shall
extend upon the same terms and conditions to, and shall inure to the benefit
of, each person, if any, who controls any Indemnitee within the meaning of the
Act or the Exchange Act. This indemnity shall be in addition to any obligations
that the Company may otherwise have with respect to the Investors, including,
without limitation, any obligations to Investors or representatives of the
Investors in their individual capacities as directors of the Company.


 


18
















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.


 


	
  THE
  COMPANY:

  	
  EXPRESSION
  DIAGNOSTICS, INC.

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Pierre Cassigneul

  	
   

  
	
   

  	
   

  	
  Pierre
  Cassigneul, President

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  3260
  Bayshore Blvd.

  
	
   

  	
  Brisbane,
  CA 94005

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  INVESTORS:

  	
  INTEL CAPITAL
  CORPORATION,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  James W. McCall

  	 

	
   

  	
   

  
	
   

  	
  Name:

  	
  James W. McCall

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
  Assistant
  Treasurer

  	 

	
   

  	
   

  
	
   

  	
  Intel Capital Corporation

  
	
   

  	
  c/o Intel Corporation

  
	
   

  	
  Attn: Intel Capital Portfolio Manager

  
	
   

  	
  2200 Mission College Blvd., M/S RN6-46

  
	
   

  	
  Santa Clara, CA 95052

  
	
   

  	
  Fax Number: (408) 765-6038

  
	
   

  	
  With a copy by e-mail to:

  
	
   

  	
  portfolio.manager@intel.com

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THIS IS
  THE SIGNATURE PAGE FOR THE EXPRESSION

  DIAGNOSTICS, INC. (THE “COMPANY”) SERIES F

  STOCK PURCHASE AGREEMENT ENTERED INTO BY

  AND BETWEEN THE COMPANY, INTEL CAPITAL

  CORPORATION AND THE OTHER INVESTORS SET

  FORTH THEREIN.

  
						



 


[Signature Page to Expression
Diagnostics, Inc. Series F Preferred Stock Purchase Agreement]


 

















 


	
  THE
  INVESTORS:

  	
  DAG VENTURES QP, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DAG Ventures
  Management, LLC,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
  /s/ John Cadeddu

  	
   

  
	
   

  	
   

  	
   

  	
  John Cadeddu,
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DAG VENTURES,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DAG Ventures
  Management, LLC,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
  /s/ John Cadeddu

  	
   

  
	
   

  	
   

  	
   

  	
  John Cadeddu,
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DAG VENTURES GP
  FUND, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DAG Ventures
  Management, LLC,

  
	
   

  	
   

  	
  its Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
  /s/ John Cadeddu

  	
   

  
	
   

  	
   

  	
   

  	
  John Cadeddu,
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DAG VENTURES
  I-N, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DAG Ventures
  Management, LLC,

  
	
   

  	
   

  	
  its Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
  /s/ John Cadeddu

  	
   

  
	
   

  	
   

  	
   

  	
  John Cadeddu,
  Managing Director

  



 


[Signature Page to Expression
Diagnostics, Inc. Series F Preferred Stock Purchase Agreement]


 

















 


	
  THE
  INVESTORS:

  	
  JAMES McKAY
  ARMSTRONG

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ James McKay
  Armstrong

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  Two Embarcadero Center, Suite 2300

  	
   

  	 

	
   

  	
   

  	
  San Francisco, CA 94111

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  BLACKBOARD
  VENTURES INC.

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  by:

  	
  /s/ Terry
  Woodard

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Terry Woodard,
  Designated Signator

  	
   

  
													



 


[Signature Page to Expression
Diagnostics, Inc. Series F Preferred Stock Purchase Agreement]


 

















 


	
  THE
  INVESTORS:

  	
  KPCB HOLDINGS,
  INC., AS NOMINEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brook Byers

  	
   

  
	
   

  	
  Name:

  	
  Brook Byers

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o Kleiner
  Perkins Caufield Byers

  
	
   

  	
   

  	
  2750 Sand Hill Road

  
	
   

  	
   

  	
  Menlo Park, CA 94025

  
	
   

  	
   

  	
  Facsimile: 650.233.0378

  
	
   

  	
   

  	
  Attention: Risa Stack

  



 


[Signature Page
to Expression Diagnostics, Inc. Series F Preferred Stock Purchase
Agreement]


 

















 


	
  THE INVESTORS:

  	
  TPG
  VENTURES, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TPG Ventures GenPar, L.P.

  
	
   

  	
  By:

  	
  TPG
  Venture Advisors, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffery D. Ekberg

  	
   

  
	
   

  	
  Name:

  	
  Jeffery
  D. Ekberg

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  301
  Commerce St., Ste. 3300

  
	
   

  	
   

  	
  Fort
  Worth, Texas 76102

  
	
   

  	
   

  	
  Attn: Jeffery D. Ekberg

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TPG
  BIOTECHNOLOGY PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TPG
  Biotechnology GenPar, L.P.

  
	
   

  	
  By:

  	
  TPG
  Biotech Advisors, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeffery D. Ekberg

  	
   

  
	
   

  	
  Name:

  	
  Jeffery
  D. Ekberg

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  301
  Commerce St., Ste. 3300

  
	
   

  	
   

  	
  Fort
  Worth, Texas 76102

  
	
   

  	
   

  	
  Attn: Jeffery D. Ekberg

  



 


[Signature Page
to Expression Diagnostics, Inc. Series F Preferred Stock Purchase
Agreement]


 

















 


	
  THE
  INVESTORS:

  	
  SPROUT CAPITAL
  IX, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ
  Capital Corporation

  
	
   

  	
  Its:

  	
  Managing General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Vijay K. Lathi

  	
   

  
	
   

  	
  By:

  	
  Vijay
  K. Lathi

  
	
   

  	
  Its:

  	
  Attorney
  in Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SPROUT ENTREPRENEURS FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ
  Capital Corporation

  
	
   

  	
  Its:

  	
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Vijay K. Lathi

  	
   

  
	
   

  	
  By:

  	
  Vijay
  K. Lathi

  
	
   

  	
  Its:

  	
  Attorney
  in Fact

  



 


[Signature Page
to Expression Diagnostics, Inc. Series F Preferred Stock Purchase
Agreement]


 

















 


	
  THE
  INVESTORS:

  	
  INTEGRAL CAPITAL
  PARTNERS VI, L.P.

  
	
   

  	
   

  
	
   

  	
  By
  Integral Capital Management VI, LLC

  
	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  /s/ Pamela K.
  Hagenah

  	
   

  
	
   

  	
  By:

  	
  Pamela K.
  Hagenah

  
	
   

  	
  Title:

  	
  A Manager

  
				



 


[Signature Page
to Expression Diagnostics, Inc. Series F Preferred Stock Purchase
Agreement]


 

















 


	
  THE INVESTORS:

  	
  BAY AREA EQUITY FUND I, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Bay Area Equity Fund Managers I,

  L.L.C., its General Partner

  
	
   

  	
  By: H&Q Venture
  Management L.L.C., its

  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  C. Dorsey

  	
   

  
	
   

  	
   

  	
       Name:
  Michael C. Dorsey

  
	
   

  	
   

  	
       Title:
  Managing Director

  



 


[Signature Page
to Expression Diagnostics, Inc. Series F Preferred Stock Purchase
Agreement]


 

















 


	
  THE
  INVESTORS:

  	
  Burrill Life
  Sciences Capital Fund, L.P.

  
	
   

  	
  By:

  	
  Burrill &
  Company (Life Sciences GP), LLC

  
	
   

  	
   

  	
  Its General
  Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Steven Burrill

  
	
   

  	
  Name:

  	
  G. Steven Burrill

  
	
   

  	
  Title:

  	
  Managing Manager

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  One Embarcadero Center,
  Suite 2700

  
	
   

  	
   

  	
  San Francisco, CA 94111

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  (415) 591-5401

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Burrill Indiana Life
  Sciences Capital Fund, L.P.

  
	
   

  	
  By:

  	
  Burrill & Company
  (Indiana GP), LLC

  
	
   

  	
   

  	
  Its General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Steven Burrill

  
	
   

  	
  Name:

  	
  G. Steven Burrill

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  One Embarcadero Center,
  Suite 2700

  
	
   

  	
   

  	
  San Francisco, CA 94111

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  (415) 591-5401

  



 


[Signature Page
to Expression Diagnostics, Inc. Series F Preferred Stock Purchase
Agreement]


 

















 


	
  THE
  INVESTORS:

  	
  TriplePoint
  Capital LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sajal Srivastava

  
	
   

  	
  Name:

  	
  Sajal Srivastava

  
	
   

  	
  Title:

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  2420 Sand Hill Road,
  #200

  
	
   

  	
   

  	
  Menlo Park, CA 94025

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  (650) 854-2084

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Leader Equity,
  LLC

  
	
   

  	
  By:

  	
  Leader Ventures,
  LLC

  
	
   

  	
   

  	
  Its Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert W. Molke

  
	
   

  	
  Name:

  	
  Robert W. Molke

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  311 California Street,
  Suite 420

  
	
   

  	
   

  	
  San Francisco, CA 94111

  
	
   

  	
   

  
	
   

  	
  Fax:

  	
  (415) 956-8233

  



 


[Signature Page
to Expression Diagnostics, Inc. Series F Preferred Stock Purchase
Agreement]


 

















 


	
  THE INVESTORS:

  	
  PWP PARTNERSHIP
  FUND, LLC

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William F. Dagley

  	
   

  	 

	
   

  	
  Name:  William F.
  Dagley

  
	
   

  	
  Title:    Managing
  Director

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  80 Sir Francis Drake
  Boulevard

  	 

	
   

  	
   

  	
  4th Floor

  	 

	
   

  	
   

  	
  Larkspur, CA 94939

  	 

	
   

  	
   

  
	
   

  	
  Fax:

  	
  (415) 461-3299

  
						



 


[Signature Page to Expression
Diagnostics, Inc. Series F Preferred Stock Purchase Agreement]


 

















 


	
  THE
  INVESTORS:

  	
  WS INVESTMENT
  COMPANY LLC (2007C)

  
	
   

  	
  WS INVESTMENT
  COMPANY (2007A)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Terranova

  	
   

  
	
   

  	
  Name:  James
  A. Terranova

  
	
   

  	
  Title:

  



 


[Signature Page to Expression
Diagnostics, Inc. Series F Preferred Stock Purchase Agreement]


 

















 


EXHIBIT A


 


Schedule
of Investors


 


	
  Investor

  	
   

  	
  Shares

  	
   

  	
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KPCB

  	
   

  	
  456,719

  	
   

  	
  $

  	
  2,340,228.16

  	
   

  
	
  TPG Ventures,
  L.P.

  	
   

  	
  137,016

  	
   

  	
  $

  	
  702,069.99

  	
   

  
	
  TPG
  Biotechnology Partners, L.P.

  	
   

  	
  319,703

  	
   

  	
  $

  	
  1,638,158.17

  	
   

  
	
  Sprout Capital IX, L.P.

  	
   

  	
  297,890

  	
   

  	
  $

  	
  1,526,388.36

  	
   

  
	
  Sprout Entrepreneurs Fund, L.P.

  	
   

  	
  1,250

  	
   

  	
  $

  	
  6,405.00

  	
   

  
	
  Bay Area Equity
  Fund I, L.P.

  	
   

  	
  109,743

  	
   

  	
  $

  	
  562,323.13

  	
   

  
	
  Integral Capital
  Partners VI, L.P.

  	
   

  	
  195,160

  	
   

  	
  $

  	
  999,999.84

  	
   

  
	
  Burrill Life
  Sciences Capital Fund, L.P.

  	
   

  	
  1,441,398

  	
   

  	
  $

  	
  7,385,723.35

  	
   

  
	
  Burrill Indiana
  Life Sciences Capital Fund, L.P.

  	
   

  	
  119,882

  	
   

  	
  $

  	
  614,275.37

  	
   

  
	
  DAG Ventures QP, L.P.

  	
   

  	
  739,080

  	
   

  	
  $

  	
  3,787,045.92

  	
   

  
	
  DAG Ventures,
  L.P.

  	
   

  	
  38,254

  	
   

  	
  $

  	
  196,013.50

  	
   

  
	
  DAG Ventures GP
  Fund, LLC

  	
   

  	
  52,096

  	
   

  	
  $

  	
  266,939.90

  	
   

  
	
  DAG Ventures
  I-N, LLC

  	
   

  	
  97,580

  	
   

  	
  $

  	
  499,999.92

  	
   

  
	
  Blackboard
  Ventures, Inc.

  	
   

  	
  146,370

  	
   

  	
  $

  	
  749,999.88

  	
   

  
	
  James McKay
  Armstrong

  	
   

  	
  97,580

  	
   

  	
  $

  	
  499,999.92

  	
   

  
	
  Intel Capital
  Corporation

  	
   

  	
  390,320

  	
   

  	
  $

  	
  1,999,999.68

  	
   

  
	
  Triple Point
  Capital LLC

  	
   

  	
  97,580

  	
   

  	
  $

  	
  499,999.92

  	
   

  
	
  Leader Equity,
  LLC

  	
   

  	
  48,790

  	
   

  	
  $

  	
  249,999.96

  	
   

  
	
  PWP Partnership
  Fund, LLC

  	
   

  	
  195,160

  	
   

  	
  $

  	
  999,999.84

  	
   

  
	
  WS Investment
  Company, LLC (2007A

  	
   

  	
  6,831

  	
   

  	
  $

  	
  35,002.04

  	
   

  
	
  WS Investment
  Company, LLC (2007C)

  	
   

  	
  3,903

  	
   

  	
  $

  	
  19,998.97

  	
   

  
	
  Total

  	
   

  	
  4,992,305

  	
   

  	
  $

  	
  25,580,570.82