exv4w2



 







Exhibit 4.2




SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT



Dated as of February 1, 2005



By and Among



PERLEGEN SCIENCES, INC.



and



THE HOLDERS OF SERIES A, SERIES B, SERIES C AND SERIES D



PREFERRED STOCK





 









 








SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




     THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of February 1, 2005
(the “Agreement”), by and among Perlegen Sciences, Inc., a Delaware corporation (the
“Company”), and the holders of the Company’s Series A Preferred Stock, par value $0.0001
per share (the “Series A Stock”), the Company’s Series B Preferred Stock, par value $0.0001
per share (the “Series B Stock”), the Company’s Series C Preferred Stock, par value $0.0001
per share (the “Series C Stock”), and the Company’s Series D Preferred Stock par value
$0.0001 per share (the “Series D Stock”), and set forth on Schedule I attached hereto.



RECITALS




     WHEREAS, the Company entered into the Series D Preferred Stock Purchase Agreement, dated as of
even date herewith (the “Series D Purchase Agreement”), by and among the Company and the
purchasers listed on the Schedule of Purchasers attached as Schedule I thereto (collectively, the
“Series D Purchasers”), that provided for, among other things, the sale by the Company and
the purchase by the Series D Purchasers of Series D Stock;



     WHEREAS, the obligations in the Series D Purchase Agreement are conditioned upon the execution
and delivery of this Agreement;



     WHEREAS, holders of Series A Stock, Series B Stock, Series C Stock (the “Prior
Purchasers”) and the Company are parties to an Amended and Restated Registration Rights
Agreement dated January 23, 2003 (the “Prior Agreement”);



     WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement to
provide for the rights and covenants hereof in lieu of their rights and covenants under the Prior
Agreement; and



     WHEREAS, in connection with the consummation of the Series D Preferred Stock Financing, the
Company, the Prior Purchasers and the Series D Purchasers have agreed to the registration rights
and other rights as set forth below.



     NOW, THEREFORE, in consideration of the premises, and of the mutual covenants,
representations, warranties and agreements herein contained, the parties hereto agree as follows:



     1. Certain Definitions.



     As used in this Agreement, the following terms shall have the following respective meanings:



          (a) “Affymetrix” shall mean Affymetrix, Inc., a Delaware corporation.




          (b) “Commission” shall mean the Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.




 









 








          (c) “Common Stock” shall mean the Common Stock, par value $0.0001 per share, of the
Company.




          (d) “Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor
thereto, as amended.




          (e) “Holder” shall mean any person owning Registrable Securities and each of its
respective successive successors and assigns who acquire Registrable Securities, in accordance with
the terms of this Agreement.




          (f) The term “person” shall mean a corporation, association, partnership, limited
liability company, organization, business, individual, government or political subdivision thereof
or governmental agency.




          (g) “Registrable Securities” shall mean the Common Stock issued or issuable upon
conversion of the Series A Stock, the Series B Stock, the Series C Stock or the Series D Stock; and
any securities issued successively in exchange for or in respect of any of the foregoing, whether
pursuant to a merger or consolidation, as a result of any successive stock split or
reclassification of, or stock dividend on, any of the foregoing or otherwise; provided,
however, that such shares of Common Stock or securities shall cease to be Registrable
Securities when (i) a registration statement registering such shares of Common Stock or securities,
as the case may be, under the Securities Act has been declared effective and such shares of Common
Stock or securities, as the case may be, have been sold or otherwise transferred by the Holder
thereof pursuant to such effective registration statement, (ii) such shares of Common Stock or
securities, as the case may be, are sold pursuant to Rule 144 (or any successor provision)
promulgated under the Securities Act under circumstances in which any legend borne by such shares
of Common Stock or securities relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company, or (iii) such shares of Common Stock or
securities, as the case may be, are eligible for sale pursuant to subparagraph (k) of Rule 144
under the Securities Act.




          (h) “Registration Expenses” shall have the meaning assigned thereto in Section 4 of
this Agreement.




          (i) “Securities Act” shall mean the Securities Act of 1933, or any successor thereto,
as amended.




     2. Registration Under the Securities Act.



          (a) Demand Registrations.



               (i) At any time after the earlier of (x) March 31, 2007 or (y) one (1) year after the
consummation by the Company of an initial public offering of its Common Stock pursuant to an
effective registration statement under the Securities Act, any Holder or Holders of Registrable
Securities shall have the right to elect, by giving written notice thereof to the Company, to
require the Company to use its reasonable best efforts to register all or a portion of its
Registrable Securities under the Securities Act; provided, however, that (i) if the
Company is not eligible to register the Registrable Securities on Form S-3 under the Securities
Act, the Company shall be obligated to register the Registrable Securities upon such election only
if the Registrable Securities to be



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registered, in the aggregate, constitute 25% or more of the then-outstanding Registrable
Securities; and (ii) if the Company is eligible to register the Registrable Securities on Form S-3
under the Securities Act, the Company shall be obligated to register the Registrable Securities
upon such election only if the Registrable Securities to be registered, in the aggregate, have an
anticipated offering price, net of underwriting discounts and commissions, of more than $7,500,000.
Promptly following such election, the Company shall (1) give notice to each other Holder of
Registrable Securities of such election, which notice shall set forth the identity of the electing
Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under
the Securities Act a registration statement providing for the registration of, and the sale in
accordance with the intended method or methods of distribution thereof by the electing Holders of,
the Registrable Securities elected to be included therein by the Holder. The Company shall be
required to cause to become effective pursuant to this Section 2(a)(i) no more than two (2)
registration statements in the aggregate unless the Company is eligible to register the Registrable
Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited
right to require registrations on Form S-3; provided, however, that the Company
shall not be obligated to effect any such registration on Form S-3 if the Company has within the
twelve (12) month period preceding the date of such request for registration already effected two
(2) registrations on Form S-3 (or applicable successor form) at the request of Holders.




               (ii) At any time after the earlier of (x) March 31, 2007 or (y) one (1) year after the
consummation by the Company of an initial public offering of its Common Stock pursuant to an
effective registration statement under the Securities Act, Affymetrix shall have the right to
elect, by giving written notice thereof to the Company, to require the Company to use its
reasonable best efforts to register all or a portion of its Registrable Securities under the
Securities Act in connection with a distribution by Affymetrix of such Registrable Securities to
holders of equity securities of Affymetrix (such distribution, a “Spin-off”). Promptly
following such election, the Company shall use its reasonable best efforts to cause to be declared
or become effective under the Securities Act a registration statement providing for the
registration of, and the sale in accordance with the intended method or methods of distribution
thereof by Affymetrix of, the Registrable Securities elected to be included therein by Affymetrix.
The Company shall be required to cause to become effective pursuant to this Section 2(a)(ii) no
more than two (2) registration statements in the aggregate. The rights of Affymetrix contained in
this Section 2(a)(ii) shall be in addition to its rights as a Holder contained elsewhere in this
Agreement, including its rights as a Holder contained in Section 2(a)(i). Affymetrix’s exercise of
its demand registration rights pursuant to this Section 2(a)(ii) shall not be deemed to be an
exercise of the demand registration rights to the Holders pursuant to Section 2(a)(i).



               (iii) Notwithstanding the foregoing, the Company shall not be obligated to register
Registrable Securities upon any election pursuant to Section 2(a)(i) or Section 2(a)(ii) if fewer
than 135 days have elapsed after the effective date of a registration statement registering newly
issued or treasury shares of the Company’s Common Stock for purposes of a primary offering (as
defined in Section 2(b)(i) hereof) on a firm commitment underwritten basis, but only if and to the
extent that (x) the underwriting agreement entered into in connection with any such offering
expressly prohibited registration of Registrable Securities and (y) no period referred to in this
sentence, and no postponement referred to in Section 2(a)(iv) hereof, was in effect during the 12
months immediately preceding the commencement of such 180 day period, unless any Holders having
made elections during the previous period or postponement, as the case may be, shall have
had the opportunity to register their Registrable Securities pursuant to an effective
registration statement prior to the current such period.



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               (iv) In the event that, following any election pursuant to Section 2(a)(i) or Section 2(a)(ii)
hereof but prior to the filing of a registration statement in respect of such election, (A) the
Board of Directors of the Company, in its reasonable judgment and in good faith, resolves that the
filing of such registration statement and the offering of Registrable Securities pursuant thereto
would be seriously detrimental to the Company, and (B) the Company furnishes to the Holders having
made such election a certificate signed by the President of the Company giving notice of such
determination (which certificate shall include a copy of such resolution), the Company shall,
notwithstanding the provisions of Section 2(a)(i) and Section 2(a)(ii) hereof, be entitled to
postpone for up to 135 days the filing of any registration statement otherwise required to be
prepared and filed by it pursuant to Section 2(a)(i) or Section 2(a)(ii) hereof; provided,
however, that no such postponement may be effected if any other postponement of a
registration pursuant to this Section 2 was in effect during the twelve (12) months immediately
preceding the commencement of such postponement, unless any Holders having made elections during
the previous postponement shall have had the opportunity to register their Registrable Securities
pursuant to an effective registration statement prior to the current postponement.



          (b) “Piggyback” Registrations.




               (i) If, at any time after the Company successfully consummates an initial public offering of
its Common Stock pursuant to an effective registration statement under the Securities Act, the
Company proposes to register any of its Common Stock or any other equity securities of the Company
under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 (or an
equivalent general registration form then in effect) for purposes of an offering or sale by or on
behalf of the Company of its Common Stock or such equity securities for its own account (a
“primary offering”), or upon the request or for the account of any holder of its Common
Stock or any such equity securities (a “secondary offering”), or for purposes of a combined
primary and secondary offering (a “combined offering”), then each such time the Company
shall, at least fifteen (15) business days prior to the time when any such registration statement
is filed with the Commission, give prompt written notice to the Holders of its intention to do so.
Such notice shall specify, at a minimum, the number and class of shares or equity securities so
proposed to be registered, the proposed date of filing of such registration statement, any proposed
means of distribution of such shares or securities, any proposed managing underwriter or
underwriters of such shares or securities and a good faith estimate by the Company of the proposed
maximum offering price thereof, as such price is proposed to appear on the facing page of such
registration statement. Upon the written direction of any Holder or Holders, given within fifteen
(15) business days following the receipt by such Holder of any such written notice (which direction
shall specify the number of Registrable Securities intended to be disposed of by such Holder and
the intended method of distribution thereof), the Company shall include in such registration
statement any or all of the Registrable Securities then held by such Holder requesting such
registration (a “Selling Shareholder”) to the extent necessary to permit the sale or other
disposition of such Registrable Securities as such Holder has so directed the Company to be so
registered. Notwithstanding the foregoing, the Holders shall not have any right under this Section
2(b) if the registration proposed to be effected by the Company relates solely to (1) any
registration on Form S-8 or any successor form
then in effect, (2) any registration on Form S-4 or any successor form then in effect or (3) a
Spin-off pursuant to Section 2(a)(ii).



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               (ii) In the event that the Company proposes to register shares of Common Stock or other equity
securities for purposes of an underwritten primary offering, and any managing underwriter shall
advise the Company and the Selling Shareholders in writing that, in its opinion, the inclusion in
the registration statement of some or all of the Registrable Securities sought to be registered by
such Selling Shareholders creates a risk that the price per unit the Company will derive from such
registration will be adversely affected or that the number of shares or securities sought to be
registered (including, in addition to the securities sought to be registered by the Company, those
securities sought to be registered by the Selling Shareholders) is too large a number to be
reasonably sold, then the Company will include in such registration statement, such number of
shares or securities as the Company and such Selling Shareholders are so advised can be sold in
such offering without such an effect (the “Primary Maximum Number”), as follows and in the
following order of priority: (A) first to the Company for such number of shares or securities as
the Company shall determine to sell for its own account, and (B) second, if and to the extent that
the number of shares or securities to be registered under clause (A) is less than the Primary
Maximum Number, Registrable Securities of each Selling Shareholder, pro rata, and without any
priority as between the Selling Shareholders, in proportion to the number sought to be registered
by each Selling Shareholder relative to the number sought to be registered by all the Selling
Shareholders, which in the aggregate, when added to the number of shares or securities to be
registered under clause (A) equals the Primary Maximum Number.



               (iii) In the event that the Company proposes to register shares of Common Stock or other
equity securities for purposes of an underwritten secondary offering, upon the request or for the
account of any holder thereof pursuant to “demand” registration rights of such holder pursuant to
Section 2(a) (each a “Requesting Shareholder”), and any managing underwriter shall advise
the Requesting Shareholder or Shareholders and any Selling Shareholders in writing that, in its
opinion, the inclusion in the registration statement of some or all of the shares or securities
sought to be registered by the Requesting Shareholders and of the Registrable Securities sought to
be registered by the Selling Shareholders creates a risk that the price per unit that such
Requesting Shareholder or Shareholders, such Selling Shareholders will derive from such
registration will be adversely affected or that the number of shares or securities sought to be
registered (including any securities sought to be registered at the instance of the Requesting
Shareholder or Shareholders, any securities sought to be included in such Registration Statement by
the Selling Shareholders) is too large a number to be reasonably sold, the Company will include in
such registration statement, such number of shares or securities as the Requesting Shareholders and
the Selling Shareholders are so advised can reasonably be sold in such offering, or can be sold
without such an effect and such number of shares or securities shall be allocated pro
rata, and without any priority as between the Requesting Shareholder and the Selling
Shareholders, in proportion to the number sought to be registered by each Requesting Shareholder
and each Selling Shareholder relative to the number sought to be registered by the Requesting
Shareholder and all the Selling Shareholders; provided, however, if the secondary
offering is initiated upon the demand of a Holder, the Company will include in the registration
statement no less than 25% of the Registrable Securities sought to be registered by Holders.



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               (iv) In the event that the Company proposes to register shares of Common Stock or other equity
securities for purposes of a combined offering, and any managing underwriter shall advise the
Company, the Requesting Shareholders and the Selling Shareholders in writing that, in its opinion,
the inclusion in the registration statement of some or all of the Registrable Securities sought to
be registered by the Selling Shareholders creates a risk that the price per unit the Company and/or
the Requesting Shareholders will derive from such registration will be adversely affected, then the
Company will include in such registration statement such number of shares or securities as the
Company, the Requesting Shareholders, and the Selling Shareholders are so advised can be sold in
such offering without such an effect (the “Combined Maximum Number”), as follows and in the
following order of priority: (A) first to the Company for such number of shares or securities as
the Company shall determine to sell for its own account, and (B) second, if and to the extent that
the number of shares or securities to be registered under clause (A) is less than the Combined
Maximum Number, such number of Registrable Securities of each Requesting Shareholder and each
Selling Shareholder, pro rata, and without any priority as between the Requesting
Shareholder and Selling Shareholders, in proportion to the number sought to be registered by each
Requesting Shareholder and Selling Shareholder relative to the number sought to be registered by
all the Requesting Shareholders and Selling Shareholders, which, in the aggregate, when added to
the number of shares or securities to be registered under clause (A), equals the Combined Maximum
Number; provided, however, if the combined offering is initiated upon the demand of
a Holder, the Company will include in the registration statement no less than 25% of the
Registrable Securities sought to be registered by Holders.



          (c) Withdrawals. Any Holder having notified or directed the Company to include any or
all of his or its Registrable Securities in a registration statement pursuant to Section 2(a)(i),
Section 2(a)(ii) or Section 2(b) hereof shall have the right to withdraw such notice or direction
with respect to any or all of the Registrable Securities designated for registration thereby by
giving written notice to such effect to the Company at least five (5) business days prior to the
anticipated effective date of such registration statement. In the event of any such withdrawal,
the Company shall amend such registration statement and take such other actions as may be necessary
so that such Registrable Securities are not included in the applicable registration and not sold
pursuant thereto, and such Registrable Securities shall continue to be Registrable Securities in
accordance herewith. In the event of any such withdrawal with respect to a direction pursuant to
Section 2(a)(i) or 2(a)(ii), the Holders, at their option, may elect (i) to pay the Registration
Expenses incurred for such Holder as a result of such Holder’s inclusion of its Registrable
Securities in a registration statement pursuant to Section 2(a)(i) or 2(a)(ii) hereof, incurred in
connection with the registration statement so withdrawn prior to the date such written notice of
withdrawal is given, in which event such direction shall not be deemed to have utilized one of the
two occasions on which Holders may demand registration pursuant to Section 2(a)(i) or 2(a)(ii) not
to pay such Registration Expenses, in which event such direction shall be deemed, notwithstanding
such withdrawal, to have utilized one of such occasions; provided, that if at the time of any
withdrawal described in the foregoing clause the Holders have learned of a material adverse change
in the condition, business or prospects of the Company from that known to the Holders of a majority
of the Registrable Securities then outstanding at the time of their request that makes the proposed
offering unreasonable in the good faith judgment of the Holders of a majority of the Registrable
Securities then outstanding at the time of their request, then the Holders shall not be required to
pay any of such expenses and the right of one deemed registration pursuant to Section 2(a)(i) or
2(a)(ii) shall not be forfeited. No such withdrawal shall affect the obligations of the Company
with respect to Registrable Securities not so




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withdrawn; provided, however, that in the case of a registration pursuant to
Section 2(a)(i) hereof, if such withdrawal shall reduce the total market value of the Registrable
Securities to be registered (or, if applicable, the proposed maximum aggregate offering price
thereof) below $15 million, then the Company shall, prior to the filing or effectiveness, as
appropriate, of such registration statement, give each Holder of Registrable Securities so to be
registered notice, referring to this Agreement, of such fact and, within ten (10) business days
following the giving of such notice, either the Company or the Holders of a majority of such
Registrable Securities may, by written notice to each Holder of such Registrable Securities or the
Company, as the case may be, elect that such registration statement not be filed or, if it has
theretofore been filed, that it be withdrawn. During such ten (10) business day period, the
Company shall not file such registration statement or, if it has theretofore been filed, shall use
its reasonable best efforts not to permit it to become effective. In the event of any election
contemplated by the proviso to the second preceding sentence, no registration statement
with respect to Registrable Securities shall thereafter be filed with the Commission without
compliance with all of the procedures set forth in Section 2(a)(i) hereof.




     3. Registration Procedures.



          (a) In connection with the Company’s obligations with respect to any registration of
Registrable Securities pursuant to Section 2 hereof, the Company shall use its reasonable best
efforts to effect or cause such registration to permit the sale of the Registrable Securities by
the Holders thereof in accordance with the intended method or methods of distribution thereof
described in the registration statement relating thereto and to maintain the effectiveness of such
registration statement until the disposition of all of the Registrable Securities covered by such
registration statement is completed. In connection therewith, the Company shall, as soon as
reasonably possible:




               (i) prepare and file with the Commission a registration statement with respect to such
registration on any form which may be utilized by the Company and which shall permit the
disposition of the Registrable Securities in accordance with the intended method or methods
thereof, as specified in writing by the Holders thereof, and use its reasonable best efforts to
cause such registration statement to become effective as soon as reasonably possible thereafter;



               (ii) prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectus included therein as may be necessary to effect and maintain the
effectiveness of such registration statement and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of such registration
statement, and furnish to the underwriters, if any, of the Registrable Securities to be registered,
the sales or placement agent, if any, therefor, and a representative of the Holders of Registrable
Securities registered thereby copies of any such supplement or amendment prior to its being used
and/or filed with the Commission;



               (iii) comply with the provisions of the Securities Act applicable to issuers with respect to
the disposition of all of the Registrable Securities covered by such registration statement in
accordance with the intended methods of disposition by the Holders thereof set forth in such
registration statement until such disposition is completed;



               (iv) provide (A) any Holder registering more than 25% of the Registrable Securities to be
registered, (B) the underwriters (which term, for purposes of this Agreement, shall



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include a person deemed to be an underwriter within the meaning of Section 2(11) of the
Securities Act), if any, of the Registrable Securities to be registered, (C) the sales or placement
agent, if any, therefor, (D) counsel for such underwriters or agent, and (E) one counsel for the
Holders thereof a reasonable opportunity to review and comment upon such registration statement,
each prospectus included therein or filed with the Commission, and each amendment or supplement
thereto prior to their filing;




               (v) for a reasonable period prior to the filing of such registration statement, and throughout
the period specified in Section 3(a)(iii) hereof, make available for inspection by the parties
referred to in Section 3(a)(iv), subject to execution and delivery of a confidentiality agreement
in form and substance reasonably satisfactory to the Company by the Holders seeking to exercise
such inspection rights, such financial and other information and books and records of the Company,
and cause the officers, directors, employees, counsel and independent certified public accountants
of the Company to respond to such inquiries, as shall be reasonably necessary to conduct a
reasonable investigation within the meaning of Section 11 of the Securities Act;



               (vi) promptly notify the selling Holders of Registrable Securities, the sales or placement
agent, if any, therefor and the managing underwriter or underwriters, if any, thereof and confirm
such advice in writing, (A) when such registration statement or the prospectus included therein or
any prospectus amendment or supplement or post-effective amendment has been filed, and, with
respect to such registration statement or any post-effective amendment, when the same has become
effective, (B) of any comments by the Commission and by the Blue Sky or securities commissioner or
regulator of any state with respect thereto or any request by the Commission for amendments or
supplements to such registration statement or prospectus or for additional information, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of such registration
statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time
the representations and warranties of the Company contemplated by Section 3(a)(xv) or Section 5
hereof cease to be true and correct in all material respects, (E) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the Registrable Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose,
or (F) at any time when a prospectus is required to be delivered under the Securities Act, that
such registration statement, prospectus, prospectus supplement or post-effective amendment, or any
document incorporated by reference in any of the foregoing, contains an untrue statement of a
material fact or omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then existing;



               (vii) use its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of such registration statement or any post-effective amendment thereto at the
earliest practicable date;



               (viii) if requested by any managing underwriter or underwriters, any placement or sales agent
or any Holder, promptly incorporate in a prospectus supplement or post-effective amendment such
information as is required by the applicable rules and regulations of the Commission and as such
managing underwriter or underwriters, such agent or such Holder specifies should be included
therein relating to the terms of the sale of such Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities being



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sold by the Holders or agent or to any underwriters, the name and description of the Holders,
agent or underwriter, the offering price of such Registrable Securities and any discount,
commission or other compensation payable in respect thereof, the purchase price being paid therefor
by such underwriters and with respect to any other terms of the offering of the Registrable
Securities to be sold by the Holders or agent or to such underwriters; and make all required
filings of such prospectus supplement or post-effective amendment promptly after notification of
the matters to be incorporated in such prospectus supplement or post effective amendment;




               (ix) furnish (A) to any Holder registering more than 25% of the Registrable Securities to be
registered in such registration, each placement or sales agent, if any, therefor, each underwriter,
if any, thereof and the respective counsel referred to in Section 3(a)(iv) an executed copy of such
registration statement, each such amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), and (B) to any Holder of
Registrable Securities to be registered in such registration such number of copies of such
registration statement (excluding exhibits thereto and documents incorporated by reference therein
unless specifically so requested by any Holder, agent or underwriter, as the case may be) and of
the prospectus included in such registration statement (including each preliminary prospectus), in
conformity with the requirements of the Securities Act, and such other documents, as any such
Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the
offering and disposition of the Registrable Securities owned by any such Holder, offered or sold by
such agent or underwritten by such underwriter and to permit each Holder, agent and underwriter to
satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents
to the use of such prospectus (including such preliminary prospectus) and any amendment or
supplement thereto by each Holder and by any such agent and underwriter, in each case in the form
most recently provided to such party by the Company, in connection with the offering and sale of
the Registrable Securities covered by the prospectus (including such preliminary prospectus) or any
supplement or amendment thereto;



               (x) use its reasonable best efforts to (A) register or qualify the Registrable Securities to
be included in such registration statement under such securities laws or blue sky laws of such
jurisdictions as any Holder and any placement or sales agent, if any, therefor and underwriter, if
any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers, sales and dealings therein in such
jurisdictions for so long as may be necessary to enable the Holders, agents or underwriters to
complete the distribution of Securities pursuant to such registration statement and (C) take any
and all other actions as may be reasonably necessary or advisable to enable the Holders, agents, if
any, and underwriters, if any, to consummate the disposition in such jurisdictions of such
Registrable Securities; provided, however, that the Company shall not be required
for any such purpose to (I) qualify as a foreign corporation in any jurisdiction wherein it would
not otherwise be required to qualify but for the requirements of this Section 3(a)(x) or (II)
consent to general service of process in any such jurisdiction;



               (xi) use its reasonable best efforts to obtain the consent or approval of each governmental
agency or authority, whether federal, state or local, which may be required to effect such
registration or the offering or sale in connection therewith or to enable the Holders to offer, or
to consummate the disposition of, the Registrable Securities;



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               (xii) cooperate with the Holders and the managing underwriters, if any, to facilitate the
timely preparation and delivery of certificates representing Registrable Securities to be sold,
which certificates shall be printed, lithographed or engraved, or produced by any combination of
such methods, on steel engraved borders if required or appropriate and which shall not bear any
restrictive legends; and, in the case of an underwritten offering, enable such Registrable
Securities to be in such denominations and registered in such names as the managing underwriters
may request at least two business days prior to any sale of the Registrable Securities;



               (xiii) provide a CUSIP number for all Registrable Securities, not later than the effective
date of such registration statement;



               (xiv) enter into one or more customary underwriting agreements, engagement letters, agency
agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, and take
such other actions in connection therewith as the Holders shall reasonably request in order to
expedite or facilitate the disposition of the Registrable Securities registered;



               (xv) whether or not an agreement of the type referred to in Section (3)(a)(xiv) hereof is
entered into and whether or not any portion of the offering contemplated by such registration
statement is an underwritten offering or is made through a placement or sales agent or any other
entity, (A) make such representations and warranties to the Holders and the placement or sales
agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are
customarily made in connection with an offering of common stock or other equity securities pursuant
to any appropriate agreement and/or to a registration statement filed on the form applicable to
such registration; (B) use its reasonable best efforts to obtain an opinion of counsel to the
Company in customary form and covering such matters, of the type customarily covered by such an
opinion, as the managing underwriters, if any, and as the Holders may reasonably request, addressed
to the Holders and the placement or sales agent, if any, therefor and the underwriters, if any,
thereof, and dated the effective date of such registration statement (or if such registration
statement contemplates an underwritten offering of a part or all of the Registrable Securities,
dated the date of the closing under the underwriting agreement relating thereto); (C) to use its
reasonable best efforts to obtain a “comfort” letter or letters from the independent certified
public accountants of the Company addressed to the Holders and the placement or sales agent, if
any, therefor and the underwriters, if any, thereof, dated (I) the effective date of such
registration statement, (II) the effective date of any prospectus supplement, if any, to the
prospectus included in such registration statement or post-effective amendment to such registration
statement which includes unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such prospectus and (III) dated the
date of the closing under the underwriting agreement relating thereto, such letter or letters to be
in customary form and covering such matters of the type customarily covered by letters of such
type; (D) deliver such documents and certificates, including officers’ certificates, as may be
reasonably requested by the Holders and the placement or sales agent, if any, therefor and the
managing underwriters, if any, thereof to evidence the accuracy of the representations and
warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the
compliance with or satisfaction of any agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company; and (E) undertake such obligations
relating to expense reimbursement, indemnification and contribution as are provided in Section 6
hereof;



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               (xvi) in the event that (i) any broker-dealer registered under the Exchange Act shall
underwrite any Registrable Securities or participate as a member of an underwriting syndicate or
selling group or “assist in the distribution” (within the meaning of the Rules of Fair Practice and
the By-Laws of the National Association of Securities Dealers, Inc. (“NASD”)) thereof,
whether as a Holder of Registrable Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, or (ii) more than 10% of the net offering
proceeds, not including underwriting compensation, of such distribution is intended to be paid to
any such broker-dealer or “associated or affiliated persons” of such broker-dealer or “members of
the immediate family of such persons” (each within the meaning of such Rules), the Company shall
take reasonable steps to assist such broker-dealer in complying with the requirements of such Rules
and By-Laws, including, without limitation, by (A) if such Rules or By-Laws shall so require,
engaging a “qualified independent underwriter” (as defined in such Rules) to participate in the
preparation of the registration statement relating to such Registrable Securities, to exercise
usual standards of due diligence in respect thereto and, if any portion of the offering
contemplated by such registration statement is an underwritten offering or is made through a
placement or sales agent, to recommend the price of such Registrable Securities, (B) indemnifying
any such qualified independent underwriter to the extent of the indemnification of underwriters
provided in Section 6 hereof, and (C) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the requirements of the Rules of Fair
Practice of the NASD;



               (xvii) comply with all applicable rules and regulations of the Commission, and make generally
available to its securityholders, as soon as practicable but in any event not later than eighteen
months after the effective date of such registration statement, an earnings statement of the
Company and its subsidiaries complying with Section 1l(a) of the Securities Act (including, at the
option of the Company, Rule 158 thereunder); and



               (xviii) use its reasonable best efforts to list prior to the effective date of such
registration statement, subject to notice of issuance, the Registrable Securities covered by such
registration statement on any securities exchange on which the Common Stock is then listed or, if
the Common Stock is not then so listed, to have the Registrable Securities accepted for quotation
of trading on the Nasdaq National Market (or a comparable interdealer quotation system then in
effect); and



               (xix) use its reasonable best efforts to cooperate in good faith with the Holders and the
underwriters (including counsel for the Holders and underwriters) in connection with the foregoing
and to facilitate the offer and sale of the Registrable Securities.



          (b) In the event that the Company would be required, pursuant to Section 3(a)(vi)(F) above, to
notify the Holders, the placement or sales agent, if any, therefor and the managing underwriters,
if any, thereof, the Company shall without delay prepare and furnish to the Holders, to each
placement or sales agent, if any, and to each underwriter, if any, a reasonable number of copies of
a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable
Securities, such prospectus shall not contain an 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 in light of the circumstances then existing. The Holders agree that upon receipt of any
notice from the Company pursuant to Section 3(a)(vi)(F) hereof, they shall forthwith discontinue
the disposition of Registrable Securities pursuant to the registration statement




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applicable to such Registrable Securities until they shall have received copies of such
amended or supplemented prospectus, and if so directed by the Company, the Holders shall deliver to
the Company (at the Company’s expense) all copies, other than permanent file copies, then in their
possession of the prospectus covering such Registrable Securities at the time of receipt of such
notice.




          (c) The Company may require the Holders to furnish to the Company such information regarding
the Holders and their intended method of distribution of such Registrable Securities as the Company
may from time to time reasonably request in writing, but only to the extent that such information
is required in order to comply with the Securities Act. Each Holder agrees to notify the Company
as promptly as practicable of any inaccuracy or change in information previously furnished by such
Holder to the Company or of the occurrence of any event in either case as a result of which any
prospectus relating to such registration contains or would contain an untrue statement of a
material fact regarding such Holder or such Holder’s intended method of distribution of such
Registrable Securities or omits or would omit to state any material fact regarding such Holder or
its intended method of distribution of such Registrable Securities required to be stated therein or
necessary to make the statements therein not misleading in light of the circumstances then
existing, and promptly to furnish to the Company any additional information required to correct and
update any previously furnished information or required so that such prospectus shall not contain,
with respect to such Holder or the distribution of such Registrable Securities, an 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 in light of the circumstances then existing.




          (d) From the time that the Company receives any notice pursuant to Section 2(a)(i) or Section
2(a)(ii) hereof or, as the case may be, any direction from a Holder in connection with a primary
offering, a secondary offering or a combined offering pursuant to Section 2(b)(i) hereof until the
earlier of (i) the date 60 days after the effectiveness of the registration statement relating
thereto or such shorter period of time as may be recommended by the managing underwriters involved
in such offering and (ii) the date an election is made not to file a registration statement with
the Commission pursuant to Section 2(c) hereof, the Company will not offer, issue, sell, agree or
commit to issue or sell, grant any option for the purchase of, file with the Commission a
registration statement relating to any primary, secondary or combined offering of or solicit any
offer to buy any Common Stock or any option, warrant, security, right or other instrument
convertible into or exchangeable or exercisable for, or otherwise giving the holder thereof the
right to acquire, directly or indirectly, any Common Stock or any other such option, warrant,
security, right or instrument, including any instrument the value of which is measured by reference
to the value of the Common Stock, other than (A) in connection with the Registrable Securities to
be registered pursuant to such notice or direction, (B) such Common Stock or other equity
securities as were, at the time of such notice or direction, to be included in such primary
offering, secondary offering or combined offering, (C) pursuant to an employee stock option, stock
purchase plan, or similar benefit program or agreement for the benefit of employees, officers or
directors of, or consultants to, the Company or (D) in connection with a reorganization, merger,
exchange offer, acquisition, consolidation or similar transaction.




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     4. Registration Expenses.



     The Company agrees to bear and to pay or cause to be paid promptly upon request being made
therefor all expenses incident to the Company’s performance of or compliance with this Agreement,
including, without limitation, (a) all Commission and any NASD registration and filing fees and
expenses, (b) all fees and expenses in connection with the qualification of the Registrable
Securities for offering and sale under the State securities and blue sky laws, including reasonable
fees and disbursements of counsel for the placement or sales agent or underwriters in connection
with such qualifications, (c) all expenses relating to the preparation, printing, distribution and
reproduction of each registration statement required to be filed hereunder, each prospectus
included therein or prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the certificates representing the Common Stock or other equity securities to be sold and
all other documents relating hereto, (d) messenger and delivery expenses, (e) fees and expenses of
any escrow agent or custodian, (f) internal expenses of the Company (including, without limitation,
all salaries and expenses of the Company’s officers and employees performing legal or accounting
duties), (g) fees, disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or “comfort” letters required by
or incident to such performance and compliance), (h) fees, disbursements and expenses (including
fees and expenses of counsel) of any “qualified independent underwriter” engaged pursuant to
Section 3(a)(xvi) hereof, (i) fees, expenses and disbursements of any other persons retained by the
Company in connection with such registration, (j) the reasonable fees and disbursement not to
exceed $40,000 of a single special counsel to the Holders and (k) all fees and expenses (including,
without limitation, listing and qualification fees) in connection with the listing or admission to
quotation of the Registrable Securities as required by Section 3(a)(xviii) hereof (collectively,
the “Registration Expenses”). To the extent that any Registration Expenses are incurred,
assumed or paid by the Holder or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration Expenses so incurred,
assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the
Holders of Registrable Securities being registered each shall pay their pro rata
share (based on their proportion of the Registrable Securities being sold by them) of all agency
fees and commissions and all underwriting discounts and commissions attributable to the sale of the
Registrable Securities and the fees and disbursements of any counsel or other advisors or experts
retained by the Holder or Holders except as otherwise provided in clause (j) of the first sentence
of this Section 4.



     5. Representations and Warranties.



     The Company represents and warrants to, and agrees with, each Holder from time to time of
Registrable Securities that:



          (a) Each registration statement covering Registrable Securities and each prospectus (including
any preliminary prospectus) contained therein or furnished pursuant to Section 3(a)(ix) hereof and
any further amendments or supplements to any such registration statement or prospectus, when it
becomes effective or is filed with the Commission, as the case may be, and, in the case of an
underwritten offering of Registrable Securities, at the time of the closing under the underwriting
agreement relating thereto will conform in all material respects to the requirements of the
Securities Act and will not contain an 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 at all times subsequent to the effective date of such registration statement when a
prospectus would be required to be delivered under the Securities Act, other than from (i) such
time




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as a notice has been given to Holders of Registrable Securities pursuant to Section
3(a)(vi)(F) hereof until (ii) such time as the Company furnishes an amended or supplemented
prospectus pursuant to Section 3(b) hereof, each such registration statement, and each prospectus
contained therein or furnished pursuant to Section 3(a)(ix) hereof, as then amended or
supplemented, will conform in all material respects to the requirements of the Securities Act and
will not contain an 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 in the light of the
circumstances then existing; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a Holder of Registrable Securities
expressly for use therein.




          (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a)
hereof, when they become or became effective or are or were filed with the Commission, as the case
may be, as then amended or supplemented, will conform or conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents
will contain an untrue statement of a material fact or will omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information provided in writing to the
Company by a Holder of Registrable Securities expressly for use therein.




          (c) The compliance by the Company with all of the provisions of this Agreement and the
consummation of the transactions herein contemplated will not (i) conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or
any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the
property or assets of the Company or any subsidiary is subject, or (ii) result in any violation of
the provisions of the Certificate of Incorporation or By-Laws of the Company or any statute or any
order, rule or regulation of any court or governmental agency or body having jurisdiction over the
Company or any subsidiary or any of their properties except, with respect to clause (i) or (ii),
for such conflicts, breaches, defaults and violations as, individually and in the aggregate, do not
have a material adverse effect on the business, financial condition, results of operations or
prospects of the Company and its subsidiaries and do not materially hinder or delay the exercise by
the Holders of their rights hereunder; and no consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated by this Agreement, except the
registration under the Securities Act of the Registrable Securities and such consents, approvals,
authorizations, registrations or qualifications as may be required under State securities or blue
sky laws in connection with the offering and distribution of the Registrable Securities.




     6. Indemnification.



          (a) Indemnification by the Company. Upon the registration of any Registrable
Securities pursuant to Section 2 hereof, and in consideration of the agreements of the Holders
contained herein, the Company shall, and it hereby agrees to, indemnify and hold harmless each
Holder, and each person who participates as a placement or sales agent or as an underwriter in any
offering or sale of such Registrable Securities, against any losses, claims, damages or
liabilities, joint




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or several, to which any such Holder, agent or underwriter may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in any registration statement under which such Registrable Securities
were registered under the Securities Act, or any preliminary or final prospectus contained therein
or furnished by the Company to any such Holder, agent or underwriter, or any amendment or
supplement thereto, or any document incorporated by reference therein, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading (in the case of the Registration
Statement or any amendment thereto or any document incorporated by reference therein) or necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading (in the case of any preliminary or final prospectus or supplement thereto), and the
Company shall, and it hereby agrees to, reimburse any such Holder, agent and underwriter for any
legal or other expenses reasonably incurred by them in connection with investigating or defending
any such action or claim; provided, however, that the Company shall not be liable
to any such person in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, preliminary or final prospectus, amendment or
supplement or incorporated document in reliance upon and in conformity with written information
furnished to the Company by such person expressly for use therein; provided,
further, that the Company shall not be liable to (i) any underwriter or placement or sales
agent under the indemnity agreement in this subsection (a) with respect to any preliminary
prospectus to the extent that any such loss, claim, damage or liability of such underwriter or
agent, respectively, results from the fact that such underwriter or agent sold Registrable
Securities to a person to whom there was not sent or given, at or prior to the written confirmation
of such sale, a copy of the related final prospectus if the Company has previously furnished on a
timely basis to such Holder, underwriter or agent, respectively, sufficient copies thereof and such
prospectus corrects the statement or omission, or alleged statement or omission, out of which such
loss, claim, damage or liability arises or (ii) any Holder distributing securities directly
(otherwise than in an underwritten offering) or through a broker-dealer acting as placement agent
for such Holder, with respect to any preliminary or final prospectus to the extent that any such
loss, claim, damage or liability of such Holder or broker-dealer arises from the fact that such
Holder or broker-dealer delivered such preliminary or final prospectus after receipt of any notice
from the Company pursuant to Section 3(a)(vi)(F) hereof and the amended or supplemented prospectus
furnished pursuant to Section 3(b) hereof corrects the statement or omission, or alleged statement
or omission, out of which such loss, claim, damage or liability arises.




          (b) Indemnification by the Holder and any Agents and Underwriters. The Company may
require, as a condition to including any Registrable Securities in any registration statement filed
pursuant to Section 2 hereof and to entering into any underwriting agreement with respect thereto,
that the Company shall have received an undertaking from the Holder thereof and from each
underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify
and hold harmless the Company, and all other Holders, if any, of Registrable Securities selling
under the same registration statement, against any losses, claims, damages or liabilities to which
the Company or such other Holders of Registrable Securities may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in such registration statement, or any preliminary or final prospectus




-15-









 







contained therein or furnished by the Company to the Holders, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading (in the case of the registration statement or any amendment thereto or any
incorporated document) or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (in the case of any preliminary or final
prospectus or supplement thereto), in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by the Holder or
underwriter expressly for use therein, and (ii) reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such
action or claim; provided, however, that no Holder shall be required to undertake
liability under this Section 6(b) for any amounts in excess of the dollar amount of the net
proceeds (after deducting any fees, discounts and commissions applicable thereto) to be received by
such Holder from the sale of its Registrable Securities pursuant to such registration, as reduced
by any damages or other amounts that such Holder was otherwise required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission; provided,
further, that the indemnity agreement contained in this Section 6(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement
is effected without the consent of the Holder, which consent shall not be unreasonably withheld.




          (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to
the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party
in writing of the commencement of such action; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party except to the
extent the indemnifying party is materially prejudiced thereby. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party of the commencement
thereof, such indemnifying party shall be entitled to participate therein and, to the extent that
it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who may be counsel to the
indemnifying party unless representation of both parties by the same counsel would be inappropriate
due to actual or potential conflicts of interest between them), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation.




          (d) Contribution. Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 6(a) or Section 6(b) hereof are unavailable to
or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect




-16-









 







thereof), as well as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by such indemnifying party or by such
indemnified party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 6(d) were determined by
pro rata allocation (even if the Holders or any agents or underwriters or all of them were treated
as one entity for such purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in this Section 6(d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 6(d), no Holder shall be
required to contribute any amount in excess of the amount by which the dollar amount of the net
proceeds received by such Holder from the sale of any Registrable Securities (after deducting any
fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable Securities underwritten by
it and distributed to the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 1l(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Holders’ and any
underwriter’s obligations in this Section 6(d) to contribute shall be several in proportion to the
number or amount of Registrable Securities sold or underwritten, as the case may be, by them and
not joint.




          (e) The obligations of the Company under this Section 6 shall be in addition to any liability
which the Company may otherwise have and shall extend, upon the same terms and conditions, to each
officer, director and partner of any Holder, agent or underwriter and each person, if any, who
controls any Holder, agent or underwriter within the meaning of the Securities Act; and the
obligations of the Holders and any underwriters contemplated by this Section 6 shall be in addition
to any liability which the Holders or any underwriter may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company (including any person who,
with his consent, is named in any registration statement as about to become a director of the
Company) and to each person, if any, who controls the Company within the meaning of the Securities
Act.




     7. Underwritten Offerings.



          (a) Selection of Underwriters. If any of the Registrable Securities covered by any
registration statement filed pursuant to Section 2(a) hereof are to be sold pursuant to an
underwritten offering, the managing underwriter or underwriters thereof shall be designated: (i)
in the event of a registration pursuant to Section 2(a)(i) hereof, by the Holders requesting such
registration, provided, that, the underwriter or underwriters are also reasonably
acceptable to the Company, or (ii) in the event of a registration pursuant to Section 2(b) hereof,
by the Company.




-17-









 








          (b) Participation by Holders. Each Holder hereby agrees that it may not participate
in any underwritten offering hereunder unless it (i) agrees to sell its Registrable Securities on
the basis provided in any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of
such underwriting arrangements.




     8. Rule 144.



     The Company covenants to and with each Holder of Registrable Securities that to the extent it
shall be required to do so under the Exchange Act, the Company shall timely file the reports
required to be filed by it under the Exchange Act or the Securities Act (including, but not limited
to, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(l)
of Rule 144 under the Securities Act) and the rules and regulations adopted by the Commission
thereunder, shall make and keep public information available (as those terms are understood and
defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act) at all
times after the effective date of the first registration filed by the Company for an offering of
its securities to the general public, and shall take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable the Holders to sell
Registrable Securities without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission. Upon the request of
any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement
as to whether it has complied with such requirements; a copy of the most recent annual or quarterly
report of the Company; and such other reports and documents as a Holder may reasonably request in
availing itself of any rule or regulation of the Commission allowing it to sell any such
Registrable Securities without registration.



     9. Miscellaneous.



          (a) No Inconsistent Agreements. The Company covenants and agrees that it shall not
(i) hereafter grant registration rights with respect to any class of Common Stock or any other
securities which would be inconsistent with the terms contained in this Agreement or (ii) enter
into or become bound by, or permit any subsidiary of the Company to enter into or become bound by,
any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument which would
prohibit, be violated by, conflict with or provide that a default would arise from, the compliance
by the Company with any of the provisions of this Agreement or the consummation of the transactions
herein contemplated, except for any such prohibitions, violations, conflicts or defaults as,
individually and in the aggregate, would not have a material adverse effect on the business,
financial condition, results of operations or prospects of the Company and its subsidiaries and
would not materially hinder or delay the exercise by the Holders of their rights hereunder. The
Company represents and warrants that it is not currently a party to any agreement with respect to
any of its equity or debt securities granting any registration rights to any person.




          (b) Specific Performance. The Company acknowledges that it would be impossible to
determine the amount of damages that would result from any breach by it of any of the provisions of
this Agreement and that the remedy at law for any breach, or threatened breach, of any




-18-









 







of such provisions would likely be inadequate and, accordingly, agrees that each Holder shall,
in addition to any other rights or remedies which it may have, be entitled to seek such equitable
and injunctive relief as may be available from any court of competent jurisdiction to compel
specific performance of, or restrain the Company from violating any of, such provisions. In
connection with any action or proceeding for injunctive relief, the Company hereby waives the claim
or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by
law, to have each provision of this Agreement specifically enforced against it, without the
necessity of posting bond or other security against it.




          (c) Illegality. If any term or provision of this Agreement or any application thereof
shall be declared or held invalid, illegal or unenforceable, in whole or in part, whether generally
or in any particular jurisdiction, such provision shall be deemed amended to the extent, but only
to the extent, necessary to cure such invalidity, illegality or unenforceability, and the validity,
legality and enforceability of the remaining provisions, both generally and in every other
jurisdiction, shall not in any way be affected or impaired thereby.




          (d) Recovery of Litigation Costs. Except as otherwise expressly provided herein to
the contrary, in the event any dispute between the parties to this Agreement shall result in
litigation, arbitration or other proceeding, the prevailing party shall be entitled to recover from
the losing party all reasonable costs and expenses, including without limitation reasonable
attorneys’ fees and disbursements, incurred by the prevailing party in connection with such
litigation or other proceeding and any appeal thereof. Such costs, expenses, fees and disbursements
shall be included in and made a part of the judgment recovered by the prevailing party, if any.




          (e) Notices. All notices, requests, claims, demands, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand,
when delivered personally or by courier, or when received by facsimile transmission if promptly
confirmed by one of the foregoing means, as follows: If to the Company, to it at 2021 Stierlin
Court, Mountain View, CA 94043, Attention: Chief Executive Officer, facsimile no. (650) 625-4510,
and if to a Holder, to the address or facsimile transmission number of such Holder set forth in the
security register or other records of the Company, or to such other address or facsimile
transmission number as any party may have furnished to the others in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt, and, in
any case, with a copy (which shall not constitute notice) to Wilson Sonsini Goodrich & Rosati, 650
Page Mill Road, Palo Alto, California 94304, Attention: Aaron J. Alter, Esq., facsimile no. (650)
493-6811.




          (f) Parties in Interest. All the terms and provisions of this Agreement shall be
binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and
their respective successors and assigns, but, except as set forth in this Section 9(f), no such
term or provision is for the benefit of, or intended to create any obligations to, any other
persons. In the event that any transferee of a Series A Purchaser, a Series B Purchaser, a Series
C Purchaser or a Series D Purchaser or any other Holder shall acquire Registrable Securities, in
any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee
shall, without any further writing or action of any kind, be deemed a party hereto for all purposes
and such Registrable Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such transferee shall be entitled to receive the
benefits of and be conclusively




-19-









 







deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement. If the Company shall so request, any such successor, assign or transferee shall agree
in writing to acquire and hold the Registrable Securities subject to all of the terms hereof. Any
Holder effecting a transfer to a transferee that acquires any rights or benefits under this
Agreement as a result of such transfer shall, prior to or promptly after such transfer is made,
give written notice to the Company of such transfer, specifying the number of Registrable
Securities transferred and identifying the transferee.




          (g) Survival. The respective indemnities, agreements, representations, warranties and
each other provision set forth in this Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results thereof) made by or on
behalf of any Holder, any director, officer, partner or employee of any Holder, any agent or
underwriter or any director, officer, partner or employee thereof, or any controlling person of any
of the foregoing, and shall survive delivery of and payment for the Common Stock issued upon
conversion of the Series A Stock, the Series B Stock, the Series C Stock, or the Series D Stock and
the transfer and registration of Registrable Securities by any Holder.




          (h) Law Governing. This agreement shall be governed by and construed in accordance
with the laws of the state of California.




          (i) Headings. The descriptive headings of the several Sections and paragraphs of this
Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall
not affect in any way the meaning or interpretation of this Agreement.




          (j) Entire Agreement; Amendments. This Agreement and the other writings referred to
herein or delivered pursuant hereto which form a part hereof contain the entire understanding of
the parties with respect to its subject matter. This Agreement supersedes the Prior Agreement and
all other prior agreements and understandings between the parties with respect to its subject
matter. 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 by a written instrument duly executed by the Company and the Holders of more than a majority
of the Registrable Securities at the time outstanding. Each Holder of any Registrable Securities
at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant
to this Section 9(j), whether or not any notice, writing or marking indicating such amendment or
waiver appears on such Registrable Securities or is delivered to such Holder. The entry by the
Company into any contract, agreement or understanding that directly or indirectly gives to any
person the right to register, or cause the Company to register, any securities of the Company under
the Securities Act on terms more favorable to such person than those set forth herein shall require
written approval by the Holders of more than a majority of the Registrable Securities at the time
outstanding.




          (k) Inspection. For so long as this Agreement shall be in effect, this Agreement and
a complete list of the names and addresses of all the Holders of Registrable Securities shall be
made available for inspection and copying during regular business hours on any business day by any
Holder of Registrable Securities at the offices of the Company at the address thereof set forth in
Section 9(e) above.




-20-









 








          (l) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. In addition, to the extent that a holder of Series A Stock, Series B Stock or Series C
Stock who is a party to the Prior Agreement is also purchasing Series D Stock pursuant to the
Series D Purchase Agreement then the execution of this Agreement by such party shall (i) be deemed
to include such party’s consent to amend and restate the Prior Agreement and (ii) to be bound by
this Agreement.




          (m) Delays or Omissions. It is agreed that no delay or omission to exercise any
right, power or remedy accruing to any Holder, upon any breach, default or noncompliance of the
Company under this Agreement shall impair any such right, power, or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein,
or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that
any waiver, permit, consent, or approval of any kind or character on any Holder’s part of any
breach, default or noncompliance under the Agreement or any waiver on such Holder’s part 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, by law,
or otherwise afforded to Holders, shall be cumulative and not alternative.




          (n) Aggregation of Registrable Securities. All shares of Registrable Securities held
or acquired by affiliated entities or persons or persons or entities under common management or
control shall be aggregated together for the purpose of determining the availability of any rights
under this Agreement.




-21-









 








Schedule I




	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	Series A:
	 	 	 	 	 	 	 	 
	Affymetrix, Inc.
	 	Series A Stock	 	 	34,450,000	 
	Atlantic Trust Company, FBO Robert G.
Middlebrook
	 	Series A Stock	 	 	287,000	 
	John Hans-Peter
	 	Series A Stock	 	 	50,000	 
	Margrit Kelly
	 	Series A Stock	 	 	150,000	 
	Robert G. Middlebrook Revocable Trust of
2000
	 	Series A Stock	 	 	388,000	 
	Swiss Partners
	 	Series A Stock	 	 	300,000	 
	Triaxis Trust AG
	 	Series A Stock	 	 	50,000	 
	Ursula Vollenweider
	 	Series A Stock	 	 	125,000	 
	 
	 	 	 	 	 	 	 	 
	Series B:
	 	 	 	 	 	 	 	 
	1995 Diekman Revocable Trust
	 	Series B Stock	 	 	138,889	 
	AJ Trusts Partnership
	 	Series B Stock	 	 	26,400	 
	Alexander Maxwell Djerassi Trust
	 	Series B Stock	 	 	20,000	 
	Alza Corporation Retirement Plan
	 	Series B Stock	 	 	42,000	 
	AWD LLC, Chase Manhattan Bank USA, N.A.
Trustee
	 	Series B Stock	 	 	11,111	 
	Bank Julius Baer & Co Ltd.
	 	Series B Stock	 	 	614,000	 
	Bank Julius Baer & Co. Ltd.
	 	Series B Stock	 	 	138,889	 
	Barry Ramsay Zesiger
	 	Series B Stock	 	 	42,000	 
	BioMedical Sciences Investment Fund PTE
LTD.
	 	Series B Stock	 	 	277,777	 
	Bio-X Technology Limited
	 	Series B Stock	 	 	138,889	 
	BSI SA
	 	Series B Stock	 	 	1,390,667	 
	BruschiVasco
	 	Series B Stock	 	 	1,000	 
	BSI-New BioMedical Frontier (SICAV)
	 	Series B Stock	 	 	275,000	 
	Caramia LLC
	 	Series B Stock	 	 	60,000	 
	Carissimo LLC
	 	Series B Stock	 	 	30,000	 
	Carl Djerassi Revocable Trust
	 	Series B Stock	 	 	20,000	 
	Carol A. Christopher
	 	Series B Stock	 	 	5,500	 
	CBG Compagnie Bancaire Geneve
	 	Series B Stock	 	 	193,055	 
	Marc Antoine-Cottet
	 	Series B Stock	 	 	1,389	 
	Chris Meyer
	 	Series B Stock	 	 	5,000	 






-22-









 






	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	City of Milford Pension & Retirement Fund
	 	Series B Stock	 	 	153,000	 
	CMEA Venture Life Sciences 2000 Civil
Law Partnership
	 	Series B Stock	 	 	78,791	 
	CMEA Venture Life Sciences 2000 Limited
Partnership
	 	Series B Stock	 	 	1,032,320	 
	Dean Witter Foundation
	 	Series B Stock	 	 	28,000	 
	Diane W. Middlebrook
	 	Series B Stock	 	 	20,000	 
	Donna Swanson
	 	Series B Stock	 	 	7,000	 
	Douglas E. Goldman 1997 Charitable Lead
Trust, Chase Manhattan Bank USA, N.A.
Trustee
	 	Series B Stock	 	 	16,667	 
	Douglas E. Goldman 2001 Trust
	 	Series B Stock	 	 	16,667	 
	Douglas E. Goldman, 1997 Long Term
Trust, Chase Manhattan Bank USA,
N.A. Trustee
	 	Series B Stock	 	 	8,333	 
	Douglas E. Goldman, Trustee, Douglas E.
Goldman Revocable Trust
	 	Series B Stock	 	 	16,667	 
	DRW Venture Partners LP
	 	Series B Stock	 	 	361,111	 
	DV Partners, L.P.
	 	Series B Stock	 	 	27,778	 
	Edward B. Rubin
	 	Series B Stock	 	 	2,100	 
	Elisa Zaffaroni
	 	Series B Stock	 	 	70,000	 
	Ernest Mario
	 	Series B Stock	 	 	138,000	 
	Fidurhone S.A.
	 	Series B Stock	 	 	69,445	 
	Francis H. M. Kelly
	 	Series B Stock	 	 	694,444	 
	Genetic Technologies
	 	Series B Stock	 	 	127,000	 
	George Rosenkranz
	 	Series B Stock	 	 	3,000	 
	GF86 LLC
	 	Series B Stock	 	 	44,445	 
	Gonzalo M. Silveira
	 	Series B Stock	 	 	34,725	 
	Guillermo S. Surraco
	 	Series B Stock	 	 	13,889	 
	Henry Weinberg
	 	Series B Stock	 	 	35,000	 
	Hilleman/Albright Family Trust
	 	Series B Stock	 	 	13,888	 
	Isy Goldwasser
	 	Series B Stock	 	 	55,556	 
	J. Leighton Read
	 	Series B Stock	 	 	27,778	 
	J. Robert Coleman
	 	Series B Stock	 	 	27,778	 
	JMJ Trusts Partnership
	 	Series B Stock	 	 	30,555	 
	Joachim Herz
	 	Series B Stock	 	 	83,000	 
	John D. Goldman 1997 Charitable Lead
Trust, Chase Manhattan Bank USA,
N.A. Trustee
	 	Series B Stock	 	 	15,550	 






-23-









 






	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	John D. Goldman 1997 Long Term Trust,
Chase Manhattan Bank USA,
N.A. Trustee
	 	Series B Stock	 	 	7,789	 
	John D. Goldman 2001 Trust
	 	Series B Stock	 	 	15,550	 
	John D. Goldman and Marcia L. Goldman,
Trustees, The John & Marcia Goldman
Trust
	 	Series B Stock	 	 	23,600	 
	John J. & Catherine Kayola
	 	Series B Stock	 	 	3,000	 
	Joshua Rabinowitz
	 	Series B Stock	 	 	3,000	 
	Kenneth W. Flax
	 	Series B Stock	 	 	10,000	 
	Laura L. Lussich
	 	Series B Stock	 	 	13,889	 
	Liberty Acorn Trust
	 	Series B Stock	 	 	1,249,999	 
	Liechtensteinischee LandesBank, Vaduz
	 	Series B Stock	 	 	46,055	 
	Lombard Odier & Cie
	 	Series B Stock	 	 	3,405,555	 
	Luna Ventures LLC
	 	Series B Stock	 	 	30,000	 
	M. Lorette Viaud
	 	Series B Stock	 	 	7,000	 
	Mary C. Anderson
	 	Series B Stock	 	 	14,000	 
	Matilda Nieri
	 	Series B Stock	 	 	34,725	 
	Maverick Fund II, Ltd.
	 	Series B Stock	 	 	209,738	 
	Maverick Fund LDC
	 	Series B Stock	 	 	2,761,534	 
	Maverick Fund USA, Ltd.
	 	Series B Stock	 	 	1,195,394	 
	Maxine F. Singer
	 	Series B Stock	 	 	13,888	 
	Michael J. Donoghue
	 	Series B Stock	 	 	85,000	 
	MPM BioEquities Master Fund LP
	 	Series B Stock	 	 	1,111,112	 
	NFIB Employee Pension Trust (Booth & Co)
	 	Series B Stock	 	 	67,000	 
	NFIB SERP Assets (Booth & Co)
	 	Series B Stock	 	 	14,000	 
	Paul Joseph Cusenza
	 	Series B Stock	 	 	9,722	 
	Peter B. Coy & Judith H. Coy Trust dtd
09/12/96
	 	Series B Stock	 	 	10,000	 
	Public Employee Retirement System of
Idaho
	 	Series B Stock	 	 	373,000	 
	R.A. Investment Group
	 	Series B Stock	 	 	138,889	 
	Robert D. English
	 	Series B Stock	 	 	138,890	 
	Sano Ventures IX LLC
	 	Series B Stock	 	 	833,334	 
	SB Life Science Ventures I, L.P.
	 	Series B Stock	 	 	972,222	 
	Schweizerhall Holding AG
	 	Series B Stock	 	 	2,150,000	 
	Stryer Revocable Trust
	 	Series B Stock	 	 	55,557	 






-24-









 






	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	Surinvex International Corporation
	 	Series B Stock	 	 	56,000	 
	Susan R.G. Revocable Trust, Pell Rudman
Trust Company (Atlantic), N.A. Trustee
	 	Series B Stock	 	 	44,444	 
	Terrence V. Fant
	 	Series B Stock	 	 	5,000	 
	The 1989 Leech Living Trust
	 	Series B Stock	 	 	13,889	 
	The Bay City Capital Fund II
Co-Investment Fund, LP
	 	Series B Stock	 	 	8,526	 
	The Bay City Capital Fund II, LP
	 	Series B Stock	 	 	130,363	 
	The Berg Living Trust
	 	Series B Stock	 	 	7,500	 
	The Michael L. Riodan Trust 12/11/95
	 	Series B Stock	 	 	138,888	 
	The Papageno Trust
	 	Series B Stock	 	 	30,000	 
	The RFC Trust
	 	Series B Stock	 	 	15,000	 
	The Steven and Florence Goldby Trust
	 	Series B Stock	 	 	27,800	 
	Triaxis Trust AG-1
	 	Series B Stock	 	 	34,722	 
	Triaxis Trust AG-2
	 	Series B Stock	 	 	104,166	 
	Vulcan Ventures Inc.
	 	Series B Stock	 	 	2,890,213	 
	Wells Family LLC
	 	Series B Stock	 	 	69,000	 
	White Oak Partners
	 	Series B Stock	 	 	55,556	 
	Wolfson Investment Partners LP
	 	Series B Stock	 	 	28,000	 
	Zaffaroni Family Partnership
	 	Series B Stock	 	 	278,000	 
	Zaffaroni Revocable Trust
	 	Series B Stock	 	 	2,432,438	 
	Zderic Family Trust
	 	Series B Stock	 	 	70,000	 
	 
	 	 	 	 	 	 	 	 
	Series C:
	 	 	 	 	 	 	 	 
	1995 Diekman Revocable Trust
	 	Series C Stock	 	 	16,026	 
	AJ Trusts Partnerships
	 	Series C Stock	 	 	18,500	 
	Alejandro A. Zaffaroni
	 	Series C Stock	 	 	14,018	 
	Alexander Peter Zaffaroni 12/29/88 Trust
	 	Series C Stock	 	 	14,018	 
	Alstertor Private Life Gmbh & Co. KG
	 	Series C Stock	 	 	192,307	 
	Biofrontier Global Investment
Partnership, a Japanese Civil
Partnership
	 	Series C Stock	 	 	1,282,052	 
	Biomedical Sciences Investment Fund PTE
Ltd.
	 	Series C Stock	 	 	1,282,051	 
	BSI S.A.
	 	Series C Stock	 	 	687,000	 
	Charles Adam Zaffaroni 12/29/88 Trust
	 	Series C Stock	 	 	14,018	 
	Charles F. Hoyng
	 	Series C Stock	 	 	4,808	 
	CMEA Ventures Life Sciences 2000 Civil
Law Partnership
	 	Series C Stock	 	 	49,731	 






-25-









 






	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	CMEA Ventures Life Sciences 2000 L.P.
	 	Series C Stock	 	 	752,640	 
	CSK Venture Capital Co., Ltd., as
Investment Manager for CSK — 4
Investment Fund
	 	Series C Stock	 	 	192,555	 
	CSK Venture Capital Co., Ltd., as
Investment Manager for Hitachi — CSK
Internet Business Fund
	 	Series C Stock	 	 	449,294	 
	Daniel S Goldman Trust
	 	Series C Stock	 	 	7,700	 
	Donna Swanson
	 	Series C Stock	 	 	5,134	 
	Douglas E. Goldman 1997 Long Term Trust
	 	Series C Stock	 	 	5,800	 
	Douglas E. Goldman 2001 Trust
	 	Series C Stock	 	 	11,500	 
	Douglas E. Goldman Charitable Lead Trust
	 	Series C Stock	 	 	11,500	 
	Douglas E. Goldman Revocable Trust
	 	Series C Stock	 	 	11,500	 
	DRW Venture Partners LP
	 	Series C Stock	 	 	176,521	 
	Eli Lilly and Company
	 	Series C Stock	 	 	641,025	 
	Elisa Zaffaroni
	 	Series C Stock	 	 	14,018	 
	Francis H. M. Kelly
	 	Series C Stock	 	 	192,591	 
	GF 86 LLC
	 	Series C Stock	 	 	23,076	 
	Gonzalo M. Silveira
	 	Series C Stock	 	 	14,018	 
	J. Leighton Read
	 	Series C Stock	 	 	12,530	 
	J. Robert Coleman, Jr.
	 	Series C Stock	 	 	20,000	 
	JMJ Trusts Partnerships
	 	Series C Stock	 	 	21,200	 
	John and Marcia Goldman Trust
	 	Series C Stock	 	 	16,000	 
	John D. Goldman 1997 Charitable Lead
Trust
	 	Series C Stock	 	 	10,800	 
	John D. Goldman 1997 Long Term Trust
	 	Series C Stock	 	 	5,400	 
	John D. Goldman 2001 Revocable Trust
	 	Series C Stock	 	 	10,800	 
	Kenneth W. Flax
	 	Series C Stock	 	 	10,013	 
	Laura L. Lussich de Surraco
	 	Series C Stock	 	 	15,019	 
	Leah Zaffaroni
	 	Series C Stock	 	 	14,018	 
	M. Lorette Viaud
	 	Series C Stock	 	 	3,504	 
	Mark V. Roeder
	 	Series C Stock	 	 	1,282	 
	Marta Rachetti
	 	Series C Stock	 	 	14,018	 
	Matilda Nieri
	 	Series C Stock	 	 	14,018	 
	Maverick Fund II, Ltd.
	 	Series C Stock	 	 	899,031	 
	Maverick Fund LDC
	 	Series C Stock	 	 	3,760,572	 
	Maverick Fund USA, Ltd.
	 	Series C Stock	 	 	1,750,653	 






-26-









 






	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	Michael J. Donoghue
	 	Series C Stock	 	 	128,205	 
	Nipponkoa Trust Link Investment
Enterprise Partnership
	 	Series C Stock	 	 	500,680	 
	Peter B. Coy & Judith H. Coy Trust dtd
9/12/96, Peter B. Coy & Judith H. Coy
TTEES
	 	Series C Stock	 	 	6,410	 
	Private Life Biomed AG
	 	Series C Stock	 	 	961,538	 
	Samuel E. George
	 	Series C Stock	 	 	3,205	 
	SB Life Sciences Ventures I, L. P.
	 	Series C Stock	 	 	961,756	 
	Susan R.G. Revocable Trust
	 	Series C Stock	 	 	23,076	 
	Terrance V. Fant
	 	Series C Stock	 	 	5,000	 
	The 1989 Leech Living Trust
	 	Series C Stock	 	 	14,018	 
	The Leschly Family Trust U/T/D DTD
01/14/01
	 	Series C Stock	 	 	16,025	 
	The Mendelson Family Trust
	 	Series C Stock	 	 	22,756	 
	Unilever Technology Ventures Fund B.V.
	 	Series C Stock	 	 	1,602,548	 
	VP Company Investments 2003, LLC
	 	Series C Stock	 	 	32,051	 
	Vulcan Ventures, Inc.
	 	Series C Stock	 	 	3,176,058	 
	WS Investment Company (2002A)
	 	Series C Stock	 	 	22,435	 
	WS Investment Company (2002D)
	 	Series C Stock	 	 	41,667	 
	Zaffaroni Revocable Trust 1/24/86
	 	Series C Stock	 	 	482,033	 
	 
	 	 	 	 	 	 	 	 
	Series D:
	 	 	 	 	 	 	 	 
	The 1989 Leech Living Trust
	 	Series D Stock	 	 	39,634	 
	1995 Diekman Revocable Trust
	 	Series D Stock	 	 	16,025	 
	Affymetrix, Inc.
	 	Series D Stock	 	 	1,282,051	 
	Alstertor Private Life Gmbh & Co. KG
	 	Series D Stock	 	 	65,266	 
	AquaRIMCO Biotechnology No. 3 Investment
Partnership
	 	Series D Stock	 	 	960,000	 
	Banco Del Gottardo
	 	Series D Stock	 	 	160,256	 
	Biofrontier Global Investment
Partnership, a Japanese Civil
Partnership
	 	Series D Stock	 	 	435,111	 
	Brookside Capital Partners Fund, L.P.
	 	Series D Stock	 	 	3,205,128	 
	BSI S.A.
	 	Series D Stock	 	 	1148161	 
	California Emerging Ventures
	 	Series D Stock	 	 	355,224	 
	CMEA Ventures Life Sciences 2000 Civil
Law Partnership
	 	Series D Stock	 	 	912	 
	CMEA Ventures Life Sciences 2000 L.P.
	 	Series D Stock	 	 	15,187	 






-27-









 






	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	J. Robert Coleman, Jr. & Diane Sanders
Coleman, TTEES Coleman Family Trust U/A
DTD 3/4/04
	 	Series D Stock	 	 	49,516	 
	Compagnie Bancaire Espirito Santa S.A.
	 	Series D Stock	 	 	64,800	 
	Peter B. Coy
	 	Series D Stock	 	 	9,045	 
	CSK Finance Co., Ltd.
	 	Series D Stock	 	 	6,410,257	 
	CSK Venture Capital Co., Ltd., as
Investment Manager for CSK-VC Life
Science Investment Fund
	 	Series D Stock	 	 	1,282,051	 
	Michael J. Donoghue
	 	Series D Stock	 	 	320,513	 
	Robert D. English
	 	Series D Stock	 	 	64,102	 
	Fidelity Mt.
Vernon Street Trust: Fidelity Growth Company Fund
	 	Series D Stock	 	 	12,820,512	 
	Kenneth Flax
	 	Series D Stock	 	 	13,649	 
	Glynn Emerging Opportunity
	 	Series D Stock	 	 	384,615	 
	Glynn Investment Company LLC
	 	Series D Stock	 	 	96,153	 
	Glynn Ventures IV LP
	 	Series D Stock	 	 	256,410	 
	Glynn Ventures V LP
	 	Series D Stock	 	 	448,717	 
	International Medical Technology S.A.
	 	Series D Stock	 	 	320,512	 
	Francis H. M. Kelly
	 	Series D Stock	 	 	370,512	 
	Margrit A. Kelly
	 	Series D Stock	 	 	329,487	 
	Lombard Odier Darier Hentsch & Cie
	 	Series D Stock	 	 	2,123,077	 
	Outer Islands Capital LP
	 	Series D Stock	 	 	192,307	 
	Maverick Fund LDC
	 	Series D Stock	 	 	1,460,665	 
	Maverick Fund USA, Ltd.
	 	Series D Stock	 	 	712,712	 
	Maverick Fund II Ltd.
	 	Series D Stock	 	 	1,081,751	 
	Robert G. Middlebrook Revocable Trust of
2000
	 	Series D Stock	 	 	253,000	 
	Mizuho Securities Co., Ltd.
	 	Series D Stock	 	 	320,000	 
	MPM BioEquities Master Fund
	 	Series D Stock	 	 	242,152	 
	Matilda Nieri
	 	Series D Stock	 	 	61,900	 
	Karl B. Pace
	 	Series D Stock	 	 	1,000,000	 
	Private Life Biomed AG
	 	Series D Stock	 	 	326,333	 
	J. Leighton Read
	 	Series D Stock	 	 	14,317	 
	Richard Rippe & Sandra L. Rippe, As
Joint Tenants with Right of Survivorship
	 	Series D Stock	 	 	160,256	 
	Gregory Rosston
	 	Series D Stock	 	 	18,282	 
	Steven Rosston
	 	Series D Stock	 	 	36,565	 






-28-









 






	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	Sano Ventures IX LLC
	 	Series D Stock	 	 	961,540	 
	SB Life Science Ventures I, L.P.
	 	Series D Stock	 	 	320,512	 
	Gonzalo Silveira
	 	Series D Stock	 	 	73,308	 
	Surinvex International Corporation
	 	Series D Stock	 	 	141,551	 
	Guillermo Surraco
	 	Series D Stock	 	 	69,603	 
	Laura Lussich de Surraco
	 	Series D Stock	 	 	117,353	 
	Donna Swanson
	 	Series D Stock	 	 	37,811	 
	Unilever Technology Ventures Fund BV
	 	Series D Stock	 	 	320,500	 
	Maria Viaud
	 	Series D Stock	 	 	38,500	 
	WS Investment Company, LLC (2004A)
	 	Series D Stock	 	 	11,218	 
	WS Investment Company, LLC (2004D)
	 	Series D Stock	 	 	20,833	 
	Zaffaroni Family Partnership L.P.
	 	Series D Stock	 	 	1,869,264	 
	Zaffaroni Revocable Trust 1/24/86
	 	Series D Stock	 	 	155,000	 
	Zaffaroni Revocable Trust 1/24/86
	 	Series D Stock	 	 	2,000,000	 
	Zaffaroni Revocable Trust 1/24/86
	 	Series D Stock	 	 	51,767	 
	Alejandro Zaffaroni, Trustee of
Zaffaroni Retirement Trust FBO Gonzalo
M. Silveira, U/A/D 1/1/02
	 	Series D Stock	 	 	4,791	 
	Alejandro Zaffaroni, TTEE Zaffaroni
Retirement Trust FBO M. Lorette Viaud
U/A/D 1/1/02
	 	Series D Stock	 	 	5,704	 
	Alexander Peter Zaffaroni 12/29/88 Trust
	 	Series D Stock	 	 	129,441	 
	Charles Adam Zaffaroni 12/29/88 Trust
	 	Series D Stock	 	 	129,441	 
	Zesiger Capital Group, LLC:
	 	 	 	 	 	 	 	 
	Cudd & Co. FBO Asphalt
Green, Inc.
	 	Series D Stock	 	 	37,000	 
	Alexa Zesiger Carver
	 	Series D Stock	 	 	15,000	 
	City of Milford Pension &
Retirement Fund
	 	Series D Stock	 	 	184,000	 
	City of Stamford Firemen’s
Pension Fund
	 	Series D Stock	 	 	182,000	 
	Brook Dey Cosby
	 	Series D Stock	 	 	15,000	 
	Francois deMenil
	 	Series D Stock	 	 	37,000	 
	Susan Uris Halpern
	 	Series D Stock	 	 	37,000	 
	Cudd & Co. FBO Helen Hunt
	 	Series D Stock	 	 	37,000	 
	J.P. Morgan Trust Co.
(Bahamas) Ltd. As Trustee
U/A/D 11/30/93
	 	Series D Stock	 	 	145,000	 
	John J. & Catherine H. Kayola
	 	Series D Stock	 	 	4,000	 
	Peter Looram
	 	Series D Stock	 	 	30,000	 






-29-









 






	 	 	 	 	 	 	 	 	 
	Holder	 	Class/Series of Stock	 	Number of Shares
	Meehan Foundation
	 	Series D Stock	 	 	37,000	 
	Domenic J. Mizio
	 	Series D Stock	 	 	91,000	 
	Nicola Zesiger Mullen
	 	Series D Stock	 	 	15,000	 
	Booth & Co. FBO National
Federation of Independent
Business
	 	Series D Stock	 	 	20,000	 
	Psychology Associates
	 	Series D Stock	 	 	15,000	 
	Public Employee Retirement
System of Idaho
	 	Series D Stock	 	 	964,000	 
	Theeuwes Family Trust, Felix
Theeuwes Trustee
	 	Series D Stock	 	 	37,000	 
	Albert L. Zesiger
	 	Series D Stock	 	 	91,000	 
	Barrie Ramsay Zesiger
	 	Series D Stock	 	 	43,000	 
	David Zesiger
	 	Series D Stock	 	 	15,000	 






-30-









 





     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	PERLEGEN SCIENCES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brad A. Margus
 

	 	 
	 	 	Name: Brad A. Margus
	 	 	Title: President and Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	Perlegen Sciences, Inc.
	 	 	2021 Stierlin Court

Mountain View, California 94043





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PAGE TO PERLEGEN SCIENCES, INC. SERIES D

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RIGHTS AGREEMENT]


 









 








	 	 	 	 	 	 	 
	 	 	PFIZER OVERSEAS PHARMACEUTICALS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Paul Duffy
 

	 	 
	 

	 	 	 	Name: Paul Duffy	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Ciaran Keaney	 	 
	 	 	 	 	 
	 	 	Ciaran Keaney	 	 
	 	 	Company Secretary	 	 




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	 	 	MAVERICK FUND LDC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michelle Perrin
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Director of Fund Accounting	 	 
	 

	 	 	 	Maverick Capital Ltd., as	 	 
	 

	 	 	 	Investment Manager	 	 




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	 	 	MAVERICK FUND USA, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michelle Perrin
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Director of Fund Accounting	 	 
	 

	 	 	 	Maverick Capital Ltd., as	 	 
	 

	 	 	 	Investment Manager	 	 




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	 	 	MAVERICK FUND II, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michelle Perrin
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Director of Fund Accounting	 	 
	 

	 	 	 	Maverick Capital Ltd., as	 	 
	 

	 	 	 	Investment Manager	 	 




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	 	 	BIOFRONTIER GLOBAL INVESTMENT	 	 
	 	 	PARTNERSHIP, A Japanese Civil Partnership	 	 
	 
	 	 	 	 	 	 
	 	 	By: BioFrontier Partners Co., Ltd.,	 	 
	 	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yoshihiro Ohtaki
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Title: President	 	 




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	 	 	CMEA VENTURES LIFE SCIENCES 2000, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom Baruch
 

	 	 
	 

	 	 	 	General Partner	 	 




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	 	 	CMEA VENTURES LIFE SCIENCES 2000,	 	 
	 	 	CIVIL LAW PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tom Baruch
 

	 	 
	 

	 	 	 	General Partner	 	 




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	 	 	BSI SA.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Fulvio Bernasconi
	 	/s/ Thomas Streule
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Ass. Vice President	 	Ass. Vice President
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name: B. Ripamonti	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Vice President	 	 




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	 	 	ZAFFARONI REVOCABLE TRUST	 	 
	 	 	1/24/86	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alejandro Zaffaroni
 

	 	 
	 

	 	 	 	ALEJANDRO ZAFFARONI	 	 
	 
	 	 	 	 	 	 
	 	 	Title: TRUSTEE	 	 





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	 	 	 	/s/ Francis H. M. Kelly
 

	 	 
	 

	 	 	 	Francis H. M. Kelly	 	 





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	 	 	J. ROBERT COLEMAN, JR. & DIANE SANDERS COLEMAN TTEES
COLEMAN FAMILY TRUST U/A DTD 3/4/04	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Robert Coleman     /s/Diane Sanders Coleman
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Trustees	 	 
	 
	 	 	 	 	 	 





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	 	 	 	     /s/ Laura L. De Surraco
 

	 	 
	 

	 	 	 	Laura L. De Surraco	 	 





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	 	 	 	     /s/ Matilda Nieri
 

	 	 
	 

	 	 	 	Matilda Nieri	 	 






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	 	 	 	     /s/ Gonzalo M. Silveira
 

	 	 
	 

	 	 	 	Gonzalo M. Silveira	 	 




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	 	 	ALEXANDER PETER ZAFFARONI 12/29/88
TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gayle Adams
 

	 	 
	 

	 	 	 	GAYLE ADAMS	 	 
	 
	 	 	 	 	 	 
	 	 	Title: TRUSTEE	 	 




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	 	 	CHARLES ADAM ZAFFARONI 12/29/88
TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gayle Adams
 

	 	 
	 

	 	 	 	GAYLE ADAMS	 	 
	 
	 	 	 	 	 	 
	 	 	Title: TRUSTEE	 	 





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	 	 	J. LEIGHTON READ	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ L. Leighton Read
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





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	 	 	 	/s/ Kenneth Flax
 

	 	 
	 

	 	 	 	Kenneth Flax	 	 





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	 	 	 	/s/ Donna Swanson
 

	 	 
	 

	 	 	 	Donna Swanson	 	 





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	 	 	 	/s/ Maria Viaud
 

	 	 
	 

	 	 	 	Maria Viaud	 	 





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	 	 	AFFYMETRIX, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Greg Schiffman	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name: Greg Schiffman	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Chief Financial Officer	 	 





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	 	 	COMPAGNIE BANCAIRE ESPIRITO SANTO SA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pierre-A. Trezzini
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Name: Pierre-A Trezzini	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Senior Vice President	 	 






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	 	 	THE 1989 LEECH LIVING TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ana Leech
 

	 	 
	 

	 	 	 	     Ana Leech	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Trustee	 	 





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	 	 	CALIFORNIA EMERGING VENTURES, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: GSA Partners, LLC, its Manager	 	 
	 
	 	 	 	 	 	 
	 	 	By: Grove Street Advisors, LLC, its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann St. Germain
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 Ann St. Germain	 	 
	 

	 	 	 	MEMBER & CFO	 	 





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	 	 	CSK FINANCE CO., LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Masahiro Aozono
 

	 	 
	 

	 	 	 	     Masahiro Aozono	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 President & CEO	 	 
	 
	 	 	 	 	 	 
	 	 	CSK VENTURE CAPITAL CO., LTD.	 	 
	 	 	as Investment Manager for CSK-VC Life	 	 
	 	 	Science Investment Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shunichi Ishimura
 

	 	 
	 

	 	 	 	     Shunichi Ishimura	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 President & CEO	 	 




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	 	 	 	/s/ Robert D. English
 

	 	 
	 

	 	 	 	     Robert D. English	 	 





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	 	 	GLYNN EMERGING OPPORTUNITY FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Glynn
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Title: General Partner	 	 




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	 	GLYNN
 INVESTMENT COMPANY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Glynn
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 




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	 	 	GLYNN VENTURES IV	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Glynn
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Title: General Partner	 	 





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	 	 	GLYNN VENTURES V	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John W. Glynn
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Title: General Partner	 	 





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	 	 	INTERNATIONAL MEDICAL TECHNOLOGY S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Elizabeth Cheng
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Director	 	 





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	 	 	MPM BIOEQUITIES MASTER FUND	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	/s/ Kurt von Emster
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Name: Kurt von Emster	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	MPM BioEquities Masterfund	 	 
	 

	 	 	 	601 Gateway Blvd. #350	 	 
	 

	 	 	 	So. San Francisco, CA 94080	 	 





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	 	 	OUTER ISLANDS CAPITAL LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	/s/ David H. MacCallum
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Name: David H. MacCallum	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	153 East 53rd Street	 	 
	 

	 	 	 	New York, NY 10022	 	 






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	 	 	 	/s/ Dr. Karl Pace
 

	 	 
	 

	 	 	 	     Dr. Karl Pace	 	 






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	 	 	AS JOINT TENANTS WITH RIGHT OF SURVIVORSHIP	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Richard D. Rippe	 	 
	 	 	 	 	 
	 	 	     Richard D. Rippe	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Sandra L. Rippe	 	 
	 	 	 	 	 
	 	 	     Sandra L. Rippe	 	 





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	 	 	GREGORY L. ROSSTON	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gregory L. Rosston
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 
 

	 	 





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	 	 	STEVEN J. ROSSTON	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven J. Rosston
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	 
 

	 	 





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	 	 	 	/s/ Guillermo Surraco
 

	 	 
	 

	 	 	 	Guillermo Surraco	 	 





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	 	 	SURINVEX INTERNATIONAL CORPORATION	 	 
	 	 	(FOREIGN CORP.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juan C. Rachetti
 

	 	 
	 

	 	 	 	     Juan C. Rachetti	 	 
	 
	 	 	 	 	 	 
	 	 	Title: TREASURER	 	 





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	 	 	ALEJANDRO ZAFFARONI, TRUSTEE OF	 	 
	 	 	ZAFFARONI RETIREMENT TRUST FBO	 	 
	 	 	GONZALO M. SILVEIRA, U/A/D 1/1/02	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alejandro Zaffaroni
 

	 	 
	 

	 	 	 	     ALEJANDRO ZAFFARONI	 	 
	 
	 	 	 	 	 	 
	 	 	Title: TRUSTEE	 	 





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	 	 	ALEJANDRO ZAFFARONI, TRUSTEE OF	 	 
	 	 	ZAFFARONI RETIREMENT TRUST FBO	 	 
	 	 	M. LORETTE VIAUD, U/A/D 1/1/02	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alejandro Zaffaroni
 

	 	 
	 

	 	 	 	     ALEJANDRO ZAFFARONI	 	 
	 
	 	 	 	 	 	 
	 	 	Title: TRUSTEE	 	 





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	 	 	ZAFFARONI FAMILY PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alejandro Zaffaroni
 

	 	 
	 

	 	 	 	     ALEJANDRO ZAFFARONI	 	 
	 
	 	 	 	 	 	 
	 	 	Title: GENERAL & LIMITED PARTNER	 	 





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	 	 	Albert L. Zesiger	 	 
	 	 	Alexa Zesiger Carver	 	 
	 	 	Alza Corporation Retirement Plan	 	 
	 	 	Asphalt Green, Inc.	 	 
	 	 	Barrie Ramsay Zesiger	 	 
	 	 	Brook Dey Cosby	 	 
	 	 	City of Milford Pension & Retirement Fund	 	 
	 	 	City of Stamford Firemen’s Pension Fund	 	 
	 	 	David Zesiger	 	 
	 	 	Dean Witter Foundation	 	 
	 	 	Domenic J. Mizio	 	 
	 	 	Francois DeMenil	 	 
	 	 	Helen Hunt	 	 
	 	 	J.P. Morgan Trust Co. (Bahamas) Ltd. As Trustee	 	 
	 	 	          U/A/D 11/30/93	 	 
	 	 	John J. & Catherine H. Kayola	 	 
	 	 	Meehan Foundation	 	 
	 	 	National Federation of Independent Business	 	 
	 	 	National Federation of Independent Business	 	 
	 	 	     Employee Pension Trust	 	 
	 	 	Nicola Zesiger Mullen	 	 
	 	 	Peter Looram	 	 
	 	 	Psychology Associates	 	 
	 	 	Public Employee Retirement System of Idaho	 	 
	 	 	Susan Uris Halpern	 	 
	 	 	Theeuwes Family Trust, Felix Theeuwes Trustee	 	 
	 	 	Wells Family LLC	 	 
	 	 	Wolfson Investment Partners LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ZESIGER CAPITAL GROUP LLC, as	 	 
	 

	 	 	 	Attorney-in-fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Albert L. Zesiger
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Title: Managing Director	 	 





[SIGNATURE PAGE TO PERLEGEN SCIENCES, INC. SERIES D

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]