exv10w7



 







Exhibit 10.7




PERLEGEN SCIENCES, INC.




AMENDMENT NO. 2 TO




SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT




     THIS AMENDMENT NO. 2 to the Second Amended and Restated Stockholders’ Agreement is made as of
March 1, 2006 (the “Effective Date”), by and among Perlegen Sciences, Inc. a Delaware
corporation (the “Company”), the holders of the Company’s Common Stock and Series A Preferred Stock
(each an “Investor” and collectively the “Investors”), and the holders of the Company’s Series B
Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock
(each a “Prior Purchaser” and collectively the “Prior Purchasers”).



     WHEREAS, the Company is increasing the number of shares in its 2002 Equity Incentive Plan.



     WHEREAS, the Company, the Investors and the Prior Purchasers are parties to that certain
Second Amended and Restated Stockholders’ Agreement, dated as of February 1, 2005 and Amendment No.
1 to the Stockholders’ Agreement dated December 22, 2005 (the “Stockholders’ Agreement”);



     WHEREAS, the parties to the Stockholders’ Agreement desire to amend the Stockholders’
Agreement pursuant to Section 15 of the Stockholders’ Agreement to revise Section 2.4(c) to
increase the number of shares that the Company may issue without being subject to preemptive
rights.



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



     1. The Company, the Investors holding a majority of the Common Stock and Series A Preferred
Stock (each as defined in the Stockholders’ Agreement), the Prior Purchasers holding a majority of
the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1
Preferred Stock (each as defined in the Stockholders’ Agreement) hereby amend the Stockholders’
Agreement to increase the number of shares the Company may issue without being subject to
preemptive rights.



     2. Section 2.4(c) of the Stockholders’ Agreement shall be amended in its entirety as set forth
below:




     “The provisions of this Section 2.4 shall not apply to the following issuances of
securities or Rights: (i) the issuance of Common Stock upon the conversion of Series A
Stock, Series B Stock, Series C Stock, Series D Stock or Series D-1 Stock, (ii) the issuance
of up to 41,443,702 shares of Common Stock (subject to adjustment for stock splits, reverse
stock splits, subdivisions, stock dividends, combinations, reclassifications,
recapitalizations and similar events) pursuant to restricted stock sold to, or the exercise
of stock options issued to, employees, consultants, officers or directors of the Company
under a stock option plan or restricted stock issuance plan approved by a majority of the
board of directors of the Company, (iii) the issuance of Common Stock as direct
consideration for the acquisition of



 









 







another business entity or business segment of any such entity by the Company by
merger, purchase of substantially all of the assets or other reorganization whereby the
Company will own substantially all the assets or more than fifty percent (50%) of the voting
power of such business entity or business segment of any such entity if such issuance is
approved by a majority of the board of directors of the Company, (iv) the issuance of any
shares of Common Stock in connection with a stock split or dividend of the Company (other
than a Deemed Liquidation Event as defined in the Certificate), (v) the issuance of Common
Stock in connection with a Qualified IPO, (vi) the issuance of Common Stock or Preferred
Stock in connection with a lease financing or other asset-based financing, whether issued to
a lessor, guarantor or other person (a “Lease Financing”), provided that such Lease
Financing is approved by a majority of the board of directors of the Company; and provided
further that any such Lease Financing which in aggregate amount exceeds $10,000,000 is
approved by a majority of the board of directors including the director designated by the
holders of the Series C Stock and the director designated by the holders of the Series D
Stock, (vii) the issuance of Common Stock or Preferred Stock in connection with a corporate
partnering, alliance or similar strategic transaction approved by a majority of the board of
directors of the Company, or (viii) the issuance or deemed issuance of Common Stock or
Preferred Stock upon exercise or conversion of any options or warrants, or upon the
conversion of convertible securities outstanding as of the date of the first issuance of the
Series D-1 Stock.”



     3. The Stockholders’ Agreement as modified herein shall remain in full force and effect as so
modified.



[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




 









 





     The Parties have executed this Amendment No. 2 to the Second Amended and Restated
Stockholders’ Agreement as of the Effective Date.



	 	 	 	 	 
	 	 	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






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 	 	MAVERICK FUND LDC
	 
	 	 	 	 
	 

	 	By:	 	/s/ John T. McCafferty
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	John T. McCafferty
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Limited Partner & General Counsel
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	Maverick Capital
	 	 	300 Crescent Court, 18th Floor
	 	 	Dallas, TX 75201
	 
	 	 	 	 
	 	 	Attn: John McCafferty, General Counsel







Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 	 	MAVERICK FUND USA, LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ John T. McCafferty
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	John T. McCafferty
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Limited Partner & General Counsel
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address: Maverick Capital
	 	 	300 Crescent Court, 18th Floor
	 	 	Dallas, TX 75201
	 
	 	 	 	 
	 	 	Attn: John McCafferty, General Counsel







Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 	 	MAVERICK FUND II, LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ John T. McCafferty
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	John T. McCafferty
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Limited Partner & General Counsel
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address Maverick Capital
	 	 	300 Crescent Court, 18th Floor
	 	 	Dallas, TX 75201
	 
	 	 	 	 
	 	 	Attn: John McCafferty, General Counsel






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 










	 	 	 	 	 	 	 
	 	 	UNILEVER TECHNOLOGY VENTURES FUND B.V.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name: Dion Madsen
	 
	 	 	 	 	 	 
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Phil Giesler
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name: Phil Giesler
	 
	 	 	 	 	 	 
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	201 California Street, Suite 325
	 	 	San Francisco, CA 94111
	 
	 	 	 	 	 	 
	 	 	Attention:	 	Dion Madsen
	 

	 	 	 	 	 	Phil Giesler







Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 	 	CMEA VENTURES LIFE SCIENCES 2000, L.P.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Tom Baruch
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name: Tom Baruch
	 
	 	 	 	 
	 	 	Title: General Partner
	 
	 	 	 	 
	 	 	Address:
	 	 	CMEA Ventures Life
Sciences 2000 Limited Partnership
	 	 	One Embarcadero Center, Suite 3250
	 	 	San Francisco, CA 94111-3600
	 
	 	 	 	 
	 	 	Attn: Tom Baruch







Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 	 	CMEA VENTURES LIFE SCIENCES 2000, CIVIL LAW PARTNERSHIP
	 
	 	 	 	 
	 

	 	By:	 	/s/ Tom Baruch
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name: Tom Baruch
	 
	 	 	 	 
	 	 	Title: General Partner
	 
	 	 	 	 
	 	 	Address:
	 	 	CMEA Ventures Life Sciences 2000 Civil Law Partnership
	 	 	One Embarcadero Center, Suite 3250
	 	 	San Francisco, CA 94111-3600
	 
	 	 	 	 
	 	 	Attn: Tom Baruch






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 	 	BSI SA.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Thomas Streule
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Thomas Streule
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Assistant Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Patrizia Solari
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Patrizia Solari
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	BSI SA
	 	 	Thomas Streule
	 	 	Assistant Vice President
	 	 	Securities Administration
	 	 	Via Magatti 2
	 	 	6901 Lugano
	 	 	Switzerland









Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 










	 	 	 	 	 
	 	 	BSI — NEW BIOMEDICAL FRONTIER (SICAV)
	 
	 	 	 	 
	 

	 	By:	 	/s/ Sacha DeMicheli
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Sacha DeMicheli
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Manager
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address: BSI-New BioMedical Frontier (SICAV)
	 	 	Via Peri 23
	 	 	6900 Lugano
	 	 	Switzerland
	 
	 	 	 	 
	 	 	Attn: Francesco Badaracco






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 










 









	 	 	 	 	 
	 	 	ZAFFARONI REVOCABLE TRUST

1/24/86
	 
	 	 	 	 
	 

	 	By:	 	/s/ Alejandro Zaffaroni
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Alejandro Zaffaroni
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Trustee
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	Gonzalo M. Silveira
	 	 	c/o Technofyn Associates, LLC
	 	 	4005 Miranda Avenue, Suite 180
	 	 	Palo Alto, CA 94304-1218





Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 









	 	 	 	 	 
	 	 	CSK VENTURE CAPITAL CO., LTD.

as Investment Manager for Hitachi CSK Internet Business Fund
	 
	 	 	 	 
	 

	 	By:	 	/s/ Shunichi Ishimura
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Shunichi Ishimura
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	5th Floor, Reviera Minami Aoyama Bldg.
	 	 	3-3-3 Minai-Aoyama, Minato-ku
	 	 	Tokyo 107-0062
	 	 	Japan
	 
	 	 	 	 
	 	 	Attn: Makoto Kaneshiro







Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 









	 	 	 	 	 
	 	 	CSK VENTURE CAPITAL CO., LTD.

as Investment Manager CSK-4 Investment Fund
	 
	 	 	 	 
	 

	 	By:	 	/s/ Shunichi Ishimura
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Shunichi Ishimura
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 	 	5th Floor, Reviera Minami Aoyama Bldg.
	 	 	3-3-3 Minai-Aoyama, Minato-ku
	 	 	Tokyo 107-0062
	 	 	Japan
	 	 	Attn: Makoto Kaneshiro





Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 









	 	 	 
	 

	 	/s/ Laura L. De Surraco
	 
	 	 
	 

	 	LAURA L. DE SURRACO
	 
	 	 
	 

	 	Address:
	 

	 	1732 West Selby Lane
	 

	 	Redwood City, CA 94061






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 









	 	 	 	 	 
	 	 	THE 1989 LEECH LIVING TRUST
	 
	 	 	 	 
	 

	 	By:	 	/s/ Ana M. Leech
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Name: Ana M. Leech
	 
	 	 	 	 
	 	 	Title: Trustee
	 
	 	 	 	 
	 	 	Address: The 1989 Leech Living Trust
	 	 	3701 Brandy Rock Way
	 	 	Redwood City, CA 94061
	 
	 	 	 	 
	 	 	Attn: Ana Leech






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 









	 	 	 
	 

	 	/s/ Matilda Nieri
	 

	 	 
	 

	 	MATILDA NIERI
	 
	 	 
	 

	 	Address: Matilda Nieri
	 

	 	c/o Technofyn Associates L.L.C.
	 

	 	4005 Miranda Avenue
	 

	 	Suite 180
	 

	 	Palo Alto, CA 94304






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 









	 	 	 
	 

	 	/s/ Gonzalo M. Silveira
	 

	 	 
	 

	 	GONZALO M. SILVEIRA
	 
	 	 
	 

	 	Address: Gonzalo M. Silveira
	 

	 	944 Covington Court
	 

	 	Los Altos, CA 94024






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 









	 	 	 
	 

	 	/s/ Alejandro A. Zaffaroni
	 

	 	 
	 

	 	ALEJANDRO A. ZAFFARONI
	 
	 	 
	 

	 	Address:
	 

	 	Gonzalo M. Silveira
	 

	 	c/o Technofyn Associates, LLC
	 

	 	4005 Miranda Avenue, Suite 180
	 

	 	Palo Alto, CA 94304-1218









Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 











 







	 	 	 	 	 
	 

	 	ALEXANDER PETER ZAFFARONI 12/29/88 TRUST
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Matilda
Nieri     Gayle Adams	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Name:   Matilda
Nieri     Gayle Adams	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Title:     Trustee               Trustee	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 

	 	Guillermo S. Surraco	 	 
	 

	 	c/o Technofyn Associates L.L.C.	 	 
	 

	 	4005 Miranda Avenue	 	 
	 

	 	Suite 180	 	 
	 

	 	Palo Alto, CA 94304	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 

	 	CHARLES ADAM ZAFFARONI 12/29/88 TRUST
	 	 
	 
	 	 	 	 
	 

	 	By:     /s/ Matilda
Nieri     Gayle Adams	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Name:     Matilda
Nieri     Gayle Adams	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Title:     Trustee                Trustee	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	Guillermo S. Surraco	 	 
	 

	 	c/o Technofyn Associates L.L.C.	 	 
	 

	 	4005 Miranda Avenue	 	 
	 

	 	Suite 180	 	 
	 

	 	Palo Alto, CA 94304	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement




 









 





	 	 	 	 	 
	 

	 	/s/ Elisa Zaffaroni
	 

	 	 
	 	 
	 

	 	ELISA ZAFFARONI	 	 
	 
	 

	 	Address:	 	 
	 

	 	Guillermo S. Surraco	 	 
	 

	 	c/o Technofyn Associates L.L.C.	 	 
	 

	 	4005 Miranda Avenue	 	 
	 

	 	Suite 180	 	 
	 

	 	Palo Alto, CA 94304	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement




 









 





	 	 	 	 	 
	 

	 	/s/ Leah Zaffaroni
	 

	 	 

	 	 
	 

	 	LEAH ZAFFARONI	 	 
	 
	 

	 	Address:	 	 
	 

	 	Guillermo S. Surraco	 	 
	 

	 	c/o Technofyn Associates L.L.C.	 	 
	 

	 	4005 Miranda Avenue	 	 
	 

	 	Suite 180	 	 
	 

	 	Palo Alto, CA 94304	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement




 









 





	 	 	 	 	 
	 

	 	/s/ Marta Rachetti
	 

	 	 

	 	 
	 

	 	MARTA RACHETTI	 	 
	 
	 

	 	Address:	 	 
	 

	 	Marta Rachetti	 	 
	 

	 	c/o Technofyn Associates L.L.C.	 	 
	 

	 	4005 Miranda Avenue	 	 
	 

	 	Suite 180	 	 
	 

	 	Palo Alto, CA 94304	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement




 









 





	 	 	 	 	 
	 

	 	/s/ Donna L. Swanson
	 

	 	 

	 	 
	 

	 	DONNA L. SWANSON	 	 
	 
	 

	 	Address: Donna Swanson	 	 
	 

	 	c/o Technofyn Associates L.C.	 	 
	 

	 	4005 Miranda Avenue	 	 
	 

	 	Suite 180	 	 
	 

	 	Palo Alto, CA 94304	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement




 









 





	 	 	 	 	 
	 

	 	/s/ Maria Lorette Viaud	 	 
	 

	 	 

	 	 
	 

	 	MARIA LORETTE VIAUD	 	 
	 
	 

	 	Address:	 	 
	 

	 	Maria Lorette Viaud	 	 
	 

	 	530 Latimer Circle	 	 
	 

	 	Campbell, CA 95008	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement




 









 








	 	 	 	 	 
	 

	 	AFFYMETRIX, INC.
	 	 
	 
	 	 	 	 
	 

	 	By:      /s/ Greg Schiffman	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Name: Greg Schiffman	 	
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Title:  CFO	 	
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	Affymetrix, Inc.	 	 
	 

	 	3380 Central Expressway	 	 
	 

	 	Santa Clara, CA 95051	 	 
	 

	 	Attn: Greg Schiffman	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 

	 	LOMBARD ODIER DARIER HENTSCH & CIE
	 	 
	 
	 	 	 	 
	 

	 	By:     proxy /s/ Alexandre Meyer	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Name: Alexandre Meyer	 	 
	 

	 	 
	 	 	 
	 
	 

	 	Title:  Senior Vice President	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By:     proxy /s/ Eric Menotti	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Name: Eric Menotti	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Title: Vice President	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 

	 	SCHWEIZERHALL HOLDING AG
	 	 
	 

	 	SCHWEIZERHALI MANAGEMENT	 	 
	 
	 	 	 	 
	 

	 	By:    /s/ L.V. Bidder	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Name: L.V. Bidder	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Title: CEO	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	c/o Mr. Luzi von Bidder	 	 
	 

	 	Nuschelerstrasse 30	 	 
	 

	 	8023 Zurich	 	 
	 

	 	Switzerland	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 

	 	ZAFFARONI FAMILY PARTNERSHIP, LP
	 	 
	 
	 	 	 	 
	 

	 	By:     /s/ Alejandro Zaffaroni	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Name: Alejandro Zaffaroni	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Title:  General & Limited Partner	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	Gonzalo M. Silveira	 	 
	 

	 	c/o Technofyn Associates, LLC	 	 
	 

	 	4005 Miranda Avenue, Suite 180	 	 
	 

	 	Palo Alto, CA 94304-1218	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement





 









 








	 	 	 	 	 
	 

	 	BROOKSIDE CAPITAL PARTNERS FUND, L.P.
	 	 
	 
	 	 	 	 
	 

	 	By:     /s/ Matt McPherron	 	 
	 

	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Name: Matt McPherron	 	 
	 
	 	 	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	Brookside Capital Partners Fund, L.P.	 	 
	 

	 	111 Huntington Avenue, 33rd Floor	 	 
	 

	 	Boston, MA 02199	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement




 









 








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

	 	By:	 	/s/ Ann St. German 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Name: Ann St. German
	 
	 	 	 	 	 	 
	 	 	Title: Member & CFO
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	Grove Street Advisors
	 	 	20 William Street, Suite 230
	 	 	Wellesley, MA 024581
	 	 	Attention: Ann St. German






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement







 









 








	 	 	 	 	 	 	 
	 	 	CSK FINANCE CO., LTD.
	 
	 	 	 	 	 	 
	 

	 	By: 	 	/s/ Syoji Wakita	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Syoji Wakita	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	5th Floor, Reviera Minami Aoyama Bldg.
	 	 	3-3-3 Minai-Aoyama, Minato-ku
	 	 	Tokyo 107-0062
	 	 	Japan
	 
	 	 	 	 	 	 
	 	 	Attn: Makoto Kaneshiro






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement








 









 








	 	 	 	 	 	 	 
	 	 	CSK VENTURE CAPITAL CO., LTD.,
	 	 	As Investment Manager for CSK-VC Life
	 	 	Science Investment Fund
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Shunichi Ishimura	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Shunichi Ishimura	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	Address:
	 	 	5th Floor, Reviera Minami Aoyama Bldg.
	 	 	3-3-3 Minai-Aoyama, Minato-ku
	 	 	Tokyo 107-0062
	 	 	Japan
	 
	 	 	 	 	 	 
	 	 	Attn: Makoto Kaneshiro






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement







 









 








	 	 	 	 	 	 	 
	 	 	MAG & CO. FBO FIDELITY MT. VERNON
	 	 	STREET TRUST: FIDELITY GROWTH
	 	 	COMPANY FUND
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ed Currao	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Ed Currao 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Director – Investment Proxy
Research

Fidelity Management & Research	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	82 Devonshire Street
	 	 	Boston, MA 02109
	 	 	Attention: Benjamin Piggott






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement












 









 








	 	 	 	 	 	 	 
	 	 	SURINVEX INTERNATIONAL
	 	 	CORPORATION (FOREIGN CORP.)
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Juan C. Rachetti	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Juan C. Rachetti 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Treasurer	 	 
	 

	 	 	 	 	 	 





Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement






 









 








	 	 	 	 	 
	 

	 	/s/ Guillermo Surraco	 	 
	 

	 	 	 	 
	 

	 	GUILLERMO SURRACO	 	 






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement







 









 








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

	 	By:	 	/s/ Alejandro Zaffaroni	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Alejandro Zaffaroni	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Trustee	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	Gonzalo M. Silveira
	 	 	c/o Technofyn Associates, LLC
	 	 	4005 Miranda Avenue, Suite 180
	 	 	Palo Alto, CA 94304-1218






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement








 









 








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

	 	By:	 	/s/ Alejandro Zaffaroni	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Alejandro Zaffaroni 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Trustee	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	Gonzalo M. Silveira
	 	 	c/o Technofyn Associates, LLC
	 	 	4005 Miranda Avenue, Suite 180
	 	 	Palo Alto, CA 94304-1218






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement








 









 








	 	 	 	 	 	 	 
	 	 	ALSTERTOR PRIVATE LIFE GMBH & CO. KG
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Erich
Waller          Dieter Reinhardt 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Erich
Waller          Dieter Reinhardt 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Managing Partners 	 	 
	 

	 	 	 	 	 	 





Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement









 









 








	 	 	 	 	 	 	 
	 	 	MPM BIOEQUITIES MASTER FUND, LP
	 	 	By: MPM BioEquities GP, LP, its General Partner
	 	 	By: MPM BioEquities GP, LLC its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kurt von Emster	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Kurt von Emster 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Portfolio Manager 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	MPM Capital, LP
	 	 	601 Gateway Blvd. #350
	 	 	South San Francisco, CA 94080
	 
	 	 	 	 	 	 
	 	 	Attention: Kurt H. Von Emster






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement








 









 








	 	 	 	 	 	 	 
	 	 	PRIVATE LIFE BIOMED AG
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Marie M.
Warburg          R. Gerlinger 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	Marie M.
Warburg         R. Gerlinger 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	Managing Directors	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	Katja Nehrbaß
	 	 	M.M. Warburrg & CO Schiffahrtstreuhand
	 	 	Gesellschaft mit beschränkter Haftung
	 	 	Ferdinandstraße 65-67
	 	 	D20095 Hamburg, Germany






Signature Page to Perlegen Sciences, Inc.

Amendment No. 2 to the Second Amended and Restated Stockholders’ Agreement