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EXHIBIT 4.2




ARTES MEDICAL, INC.




AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT




     THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and
entered into as of June 23, 2006, by and among Artes Medical, Inc., a Delaware corporation (the
“Company”), and each of the individuals or entities whose names are set forth on
Schedule A hereto (each, a “Stockholder” and collectively, the
“Stockholders”).



RECITALS:




     WHEREAS, the Company and the holders of the Company’s Series A Preferred Stock, par value
$0.001 per share (the “Series A Preferred” and such holders, the “Series A
Investors”), have previously entered into an Investors’ Rights Agreement dated as of June 30,
2000 (the “Series A Agreement”).



     WHEREAS, the Company and the holders of the Company’s Series B Preferred Stock, par value
$0.001 per share (the “Series B Preferred” and such holders, the “Series B
Investors”), have previously entered into an Investors’ Rights Agreement dated as of December
15, 2000 (the “Series B Agreement”).



     WHEREAS, the Company and the holders of the Company’s Series C-1 Preferred Stock, par value
$0.001 per share (the “Series C-1 Preferred” and such holders, the “Series C-1
Investors”), have previously entered into an Investors’ Rights Agreement dated as of April 10,
2003 (the “Series C-1 Agreement”).



     WHEREAS, the Company and the holders of the Company’s Series D Preferred Stock, par value
$0.001 per share (the “Series D Preferred” and such holders, the “Series D
Investors”), have previously entered into an Investors’ Rights Agreement dated as of May 1,
2005 (the “Series D Agreement”).



     WHEREAS, the Company and the holders of the Company’s Series E Preferred Stock, par value
$0.001 per share (the “Series E Preferred” and such holders, the “Series E
Investors”) (together with the Series A Investors, the Series B Investors, the Series C-1
Investors and the Series D Investors, the “Prior Investors”), have previously entered into
(a) an Investors’ Rights Agreement dated as of December 22, 2005, (b) an Investors’ Rights
Agreement dated as of December 30, 2005 and/or (c) an Investors’ Rights Agreement dated as of
February 3, 2006 (collectively, the “Series E Agreements”) (together with the Series A
Agreement, the Series B Agreement, the Series C-1 Agreement and the Series D Agreement, the
“Prior Agreements”).



     WHEREAS, the Company and the Prior Investors desire to enter into this Agreement in order to
amend, restate and replace their rights and obligations under the Prior Agreements with the rights
and obligations set forth in this Agreement.



 









 





     WHEREAS, the Series A Agreement may be amended by agreement of the Company and Series A
Investors holding at least a majority of the “Registrable Securities” (as defined in the Series A
Agreement) then outstanding, calculated on an as-converted basis.



     WHEREAS, the Series B Agreement may be amended by agreement of the Company and Series B
Investors holding at least a majority of the “Registrable Securities” (as defined in the Series B
Agreement) then outstanding, calculated on an as-converted basis.



     WHEREAS, the Series C-1 Agreement may be amended by agreement of the Company and Series C-1
Investors holding at least a majority of the “Registrable Securities” (as defined in the Series C-1
Agreement) then outstanding, calculated on an as-converted basis.



     WHEREAS, the Series D Agreement may be amended by agreement of the Company and Series D
Investors holding at least a majority of the “Registrable Securities” (as defined in the Series D
Agreement) then outstanding, calculated on an as-converted basis.



     WHEREAS, each of the Series E Agreements may be amended by agreement of the Company and Series
E Investors holding at least a majority of the “Registrable Securities” (as defined in the
applicable Series E Agreement) then outstanding, calculated on an as-converted basis.



     WHEREAS, the Company has executed this Agreement, and the Prior Investors who are signatories
to this Agreement hold at least that number of shares necessary to amend and restate each of the
Prior Agreements.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this
Agreement and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Prior Investors who are parties to the Prior Agreements
hereby agree that each of the Prior Agreements is superseded and replaced in its entirety by this
Agreement, including with respect to those Prior Investors who are not signatories to this
Agreement, and the parties hereto further agree as follows:



     1. Restatement and Termination of Prior Agreements. Effective and contingent upon
execution of this Agreement by the Company and the holders of at least a majority of the
“Registrable Securities,” as that term is defined in each of the Prior Agreements, each of the
Prior Agreements is hereby amended and restated in its entirety to read as set forth in this
Agreement and are hereafter terminated and of no further force or effect, and the Company and the
Investors hereby agree to be bound by the provisions hereof as the sole agreement of the Company
and the Investors with respect to registration rights of the Company’s securities and certain other
rights, as set forth herein.



     2. Registration Rights. The Company and the Investors covenant and agree as follows:



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          2.1 Definitions. For purposes of this Section 2:




               (a) “Affiliated Fund” means, with respect to a Holder that is a limited liability
company or a limited liability partnership, a fund or entity managed by the same manager or
managing member or general partner or management company or by an entity controlling, controlled
by, or under common control with such manager or managing member or general partner or management
company.



               (b) “Exchange Act” means the Securities Exchange Act of 1934, as amended (and any
successor thereto) and the rules and regulations promulgated thereunder.



               (c) “Excluded Registration” means a registration statement relating solely to the sale
of securities of participants in a Company stock plan, a registration relating to a corporate
reorganization or transaction under Rule 145 of the Securities Act, or a registration in which the
only common stock being registered is common stock issuable upon conversion of debt securities
which are also being registered.



               (d) “Form S-3” means such form under the Securities Act as in effect on the date
hereof or any successor form under the Securities Act that permits significant incorporation by
reference of the Company’s subsequent public filings under the Exchange Act.



               (e) “Holder” means any Investor owning or having the right to acquire Registrable
Securities or any assignee thereof in accordance with Section 2.12 of this Agreement.



               (f) “IPO” means a firm commitment underwritten public offering by the Company of
shares of its Common Stock prior to or in connection with which all the then-outstanding shares of
Preferred Stock are converted into shares of Common Stock pursuant to the Company’s Amended and
Restated Certificate of Incorporation, as such Amended and Restated Certificate of Incorporation
may be amended from time to time.



               (g) “Major Investor” means any Investor that holds at least 100,000 shares of the
Preferred Stock or the Common Stock issued upon conversion thereof (subject to adjustment for stock
splits, stock dividends, combinations, reclassifications or the like with respect to such shares).
A Major Investor includes any general partners, managing members and affiliates of a Major
Investor, including Affiliated Funds.



               (h) “Register,” “registered,” and “registration” refer to a
registration effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.



               (i) “Registrable Securities” means (i)  shares of Common Stock issuable or issued upon
conversion of the Series A Preferred, (ii) shares of Common Stock issuable or issued upon
conversion of the Series B Preferred, (iii) shares of Common Stock issuable or issued upon
conversion of the Series C-1 Preferred (including shares of Series C-1 Preferred issuable upon the
exercise of warrants to purchase shares of Series C-1 Preferred), (iv)



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shares of Common Stock issuable or issued upon conversion of the Series D Preferred (including
shares of Series D Preferred issuable upon the exercise of warrants to purchase shares of Series D
Preferred), (v) shares of Common Stock issuable or issued upon conversion of the Series E Preferred
(including shares of Series E Preferred issuable upon the exercise of warrants to purchase Series E
Preferred), (vi) shares of Common Stock issued or issuable upon the exercise of (x) warrants to
purchase an aggregate of 2,694,571 shares of Common Stock issued in a bridge financing transaction
completed in June 2004 and (y) warrants to purchase an aggregate of 842,969 shares of Common Stock
issued in the Company’s Series D Preferred Stock financing completed in May through June 2005, held
by the Holders and any assignee thereof in accordance with Section 2.12 of this Agreement and any
other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise
of any warrant, right or other security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of, the shares listed in (i) through (vi);
excluding, however, in all cases any Registrable Securities sold in a transaction
in which the rights under this Agreement are not assigned, or any shares for which registration
rights have terminated pursuant to Section 2.15 of this Agreement.



               (j) The number of shares of “Registrable Securities then outstanding” shall be
determined by the number of shares of Common Stock outstanding which are, and the number of shares
of Common Stock issuable pursuant to then exercisable or convertible securities which are,
Registrable Securities.



               (k) “SEC” means the Securities and Exchange Commission.



               (l) “Securities Act” means the Securities Act of 1933, as amended, (and any successor
thereto) and the rules and regulations promulgated thereunder.



          2.2 Request for Registration.




               (a) If the Company shall receive at any time after the earlier of (i) January 1, 2008, or
(ii) 180 days after the effective date of registration statement pertaining to an IPO, a written
request from the Holders of a majority of the Registrable Securities then outstanding, voting
together as a single class on an as-converted to Common Stock basis (the “Initiating
Holders”), that the Company file a registration statement under the Securities Act covering the
registration of Registrable Securities with an anticipated aggregate offering price of at least
$25,000,000, then the Company shall, within 20 days after receiving such request, give written
notice of such request to all Holders and shall, subject to the limitations of subsection 2.2(b),
use all commercially reasonable efforts to cause to be registered under the Securities Act all of
the Registrable Securities that each such Holder has requested to be registered within 20 days
after the mailing of such notice by the Company.



               (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their request
and the Company shall include such information in the written notice referred to in subsection
2.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably
acceptable to a majority in interest of the Holders whose Registrable Securities are to be included
in the underwriting. In such event, the right of any
Holder to include Registrable Securities in such registration shall be conditioned upon such



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Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable
Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the
Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders
proposing to distribute their securities through such underwriting shall enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Company in
good faith that marketing factors require a limitation of the number of shares to be underwritten,
then the Company shall so advise all Holders of Registrable Securities which would otherwise be
underwritten pursuant hereto, and the number of shares of Registrable Securities that may be
included in the underwriting shall be allocated among all participating Holders thereof, including
the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable
Securities of the Company owned by each participating Holder. In no event shall any Registrable
Securities be excluded from such underwriting unless all other securities are first excluded from
such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall
be withdrawn from registration.



               (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a
certificate signed by the President of the Company stating that in the good faith judgment of the
Board of Directors of the Company (the “Board of Directors”) it would be seriously
detrimental to the Company and its stockholders for such registration statement to be filed, the
Company shall have the right to defer such filing for a period of not more than 120 days after
receipt of the request of the Initiating Holders; provided, however, that the
Company may not utilize this right or the similar right set forth in Section 2.4(b)(iii) more than
once in any 12-month period, and provided, further, that the Company shall not register any
securities for the account of itself or any other stockholder during such 120-day period (other
than in an IPO or an Excluded Registration).



               (d) In addition, the Company shall not be obligated to effect, or to take any action to
effect, any registration pursuant to this Section 2.2:



                    (i) After the Company has effected two (2) registrations pursuant to this Section 2.2 and such
registrations have been declared or ordered effective, provided, however, that such
registrations have been declared or ordered effective and that either (A) the conditions of Section
2.5(a) have been satisfied or (B) the registration statements remain effective and there are no
stop orders in effect to such registration statements;



                    (ii) During the period starting with the date 90 days prior to the Company’s good faith
estimate of the date of filing of, and ending on a date 180 days after the effective date of, a
registration subject to Section 2.3 hereof, unless such offering is not the initial public offering
of the Company’s securities, in which case, ending on a date 90 days after the effective date of
such registration subject to Section 2.3 hereof; provided that the Company is actively employing in
good faith all commercially reasonable efforts to cause such registration statement to become
effective; or



                    (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that
may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below.



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          2.3 Company Registration.




               (a) If (but without any obligation to do so) at any time after the earlier of (i) January 1,
2008 or (ii) 180 days after the effective date of the registration statement pertaining to an IPO,
the Company proposes to register (including for this purpose a registration effected by the Company
for stockholders other than the Holders) any of its stock under the Securities Act in connection
with the public offering of such securities solely for cash (other than an Excluded Registration or
any registration on any form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the Registrable
Securities), the Company shall, at such time, promptly give each Holder written notice of such
registration. Upon the written request of each Holder given within 20 days after mailing of such
notice by the Company in accordance with Section 4.5, the Company shall, subject to the provisions
of Section 2.8, use all commercially reasonable efforts to cause to be registered under the
Securities Act all of the Registrable Securities that each such Holder has requested to be
registered if any stock of the Company is registered.



               (b) The Company shall have the right to terminate or withdraw any registration initiated by it
under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder
has elected to include securities in such registration. The expenses of such registration shall be
borne by the Company, in accordance with Section 2.7 hereof.



          2.4 Form S-3 Registration. In case the Company shall receive from any Holder or
Holders of not less than 30% of the Registrable Securities then outstanding, voting together as a
single class on an as-converted to Common Stock basis, a written request or requests that the
Company effect a registration on Form S-3 with respect to all or a part of the Registrable
Securities owned by such Holder or Holders, the Company will:




               (a) promptly give written notice of the proposed registration, and any related qualification
or compliance, to all other Holders; and



               (b) use all commercially reasonable efforts to effect, as soon as practicable, such
registration and all such qualifications and compliances as may be so requested and as would permit
or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’
Registrable Securities as are specified in such request, together with all or such portion of the
Registrable Securities of any other Holder or Holders joining in such request as are specified in a
written request given within 15 days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 2.4: (i) if Form S-3 is not
available for such offering by the Holders; (ii) if the Holders, together with the holders of any
other securities of the Company entitled to inclusion in such registration, propose to sell
Registrable Securities and such other securities (if any) at an aggregate price to the public of
less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the
President of the Company stating that in the good faith judgment of the Board of Directors, it
would be seriously detrimental to the Company and its stockholders for such registration statement
to be filed, in the Company shall have the right to defer such filing for a period of not more than
120 days after receipt of the request of the Holder or Holders under this Section 2.4;
provided, however, that the Company shall not utilize this right or the similar
right set forth in



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Section 2.2(c) more than once in any 12-month period; (iv) if the Company has,
within the 12-month period preceding the date of such request, already effected two registrations
on Form S-3 for the Holders pursuant to this Section 2.4; (v) in any jurisdiction in which the
Company would be required to qualify to do business or to execute a general consent to service of
process in effecting such registration, qualification or compliance unless the Company is already
qualified to do business or subject to service of process in that jurisdiction; or (vi) during the
period ending 180 days after the effective date of a registration statement subject to Section 2.3.



               (c) Subject to the foregoing, the Company shall file a registration statement covering the
Registrable Securities and other securities so requested to be registered as soon as practicable
after receipt of the request or requests of the Holders. Registrations effected pursuant to this
Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to
Sections 2.2 or 2.3, respectively.



          2.5 Obligations of the Company. Whenever required under this Section 2 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably
possible:




               (a) Prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use all commercially reasonable efforts to cause such registration statement to
become effective, and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for up to 120 days, or until the
distribution described in such registration statement is completed, if earlier.



               (b) Prepare and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement for up to 120 days, or until the distribution
described in such registration statement is completed, if earlier.



               (c) Promptly notify the Holders of the effectiveness of such registration statement, and
furnish to the Holders such numbers of copies of a prospectus, including any supplement to the
prospectus, in conformity with the requirements of the Securities Act, and such other documents as
they may reasonably request in order to facilitate the disposition of Registrable Securities owned
by them.



               (d) Following the effective date of such registration statement, notify the Holders of any
request by the SEC that the Company amend or supplement such registration statement, or the
associated prospectus.



               (e) Use all commercially reasonable efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by the Holders, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdiction unless the Company is
already qualified to do business or subject to service of process in that jurisdiction.



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               (f) In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering. Each Holder and other security holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.



               (g) Notify each Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such registration statement,
as then in effect, includes an untrue statement of a material fact or omits 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, such obligation to continue for 120 days or until the
distribution described in such registration statement is completed, if earlier.



               (h) Cause all such Registrable Securities registered pursuant to this Section 2 to be listed
on each national securities exchange or trading system on which similar securities issued by the
Company are then listed.



               (i) Provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the
effective date of such registration.



               (j) Make generally available to its security holders, and to deliver to each Holder
participating in the registration statement, an earnings statement of the Company that will satisfy
the provisions of Section 11(a) of the Securities Act covering a period of 12 months beginning
after the effective date of such registration statement as soon as reasonably practicable after the
termination of such 12-month period.



          2.6 Information From Holders. It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Section 2 with respect to the Registrable
Securities of any selling Holder that such Holder shall furnish to the Company such information
regarding such Holder, the Registrable Securities held by it, and the intended method of
disposition of such securities as shall be required to effect the registration of such Holder’s
Registrable Securities. The Company shall have no obligation with respect to any registration
requested pursuant to Section 2.2 or Section 2.4 of this Agreement if, as a result of the
application of the preceding sentence, or the anticipated aggregate offering price of the
Registrable Securities to be included in the registration does not equal or exceed the anticipated
aggregate offering price required to originally trigger the Company’s obligation to initiate such
registration as specified in subsection 2.2(a) or subsection 2.4(b)(ii), whichever is applicable.




          2.7 Expenses of Registration. All expenses other than underwriting discounts and
commissions incurred in connection with registrations, filings or qualifications pursuant to
Sections 2.2, 2.3 and 2.4 including (without limitation) all registration, filing and qualification
fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the
reasonable fees and disbursements of one counsel for the selling Holders selected by them with the
approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the
Company; provided, however, that the Company shall not be required to pay for any




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expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4 if the registration
request is subsequently withdrawn at the request of the Holders of a majority of the Registrable
Securities to be registered (in which case all participating Holders shall bear such expenses),
unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one
demand registration pursuant to Section 2.2 or one right to a Form S-3 registration under Section
2.4, as the case may be.




          2.8 Underwriting Requirements. In connection with any offering involving an
underwriting of shares of the Company’s capital stock, the Company shall not be required under
Section 2.3 to include any of the Holders’ securities in such underwriting unless they accept the
terms of the underwriting as agreed upon between the Company and the underwriters selected by the
Company (or by other persons entitled to select the underwriters), and then only in such quantity
as the underwriters determine in their sole discretion will not jeopardize the success of the
offering by the Company. If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the amount of securities sold
other than by the Company that the underwriters determine in their sole discretion is compatible
with the success of the offering, then the Company shall be required to include in the offering
only that number of such securities, including Registrable Securities, which the underwriters
determine in their sole discretion will not jeopardize the success of the offering (the securities
so included to be apportioned pro rata among the selling stockholders according to the total amount
of securities entitled to be included therein owned by each selling stockholder or in such other
proportions as shall mutually be agreed to by such selling stockholders). For purposes of the
preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of
Registrable Securities and which is a venture capital fund, or a partnership or corporation, the
Affiliated Funds, members, partners, retired partners and stockholders of such holder, or the
estates and family members of any such partners and retired partners and any trusts for the benefit
of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and
any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate
amount of shares carrying registration rights owned by all entities and individuals included in
such “selling stockholder,” as defined in this sentence.




          2.9 Delay of Registration. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result of any controversy
that might arise with respect to the interpretation or implementation of this Section 2.




          2.10 Indemnification. In the event any Registrable Securities are included in a
registration statement under this Section 2:




               (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder,
any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based
upon any of the following statements, omissions or violations (collectively a “Violation”):
(i) any untrue statement or alleged untrue statement of a material



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fact contained in such
registration statement, including any preliminary prospectus or final prospectus contained therein
or any amendments or supplements thereto, (ii) 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, or (iii) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder,
underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this
subsection 2.10(a) 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 Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder,
underwriter or controlling person for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection with such
registration by any such Holder, underwriter or controlling person.



               (b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who has signed the registration statement,
each person, if any, who controls the Company within the meaning of the Securities Act, any
underwriter, any other Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become subject, under the Securities
Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder expressly for use in connection with
such registration; and each such Holder will pay, as incurred, any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this subsection 2.10(b),
in connection with investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
subsection 2.10(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; provided, that in no event shall any indemnity under
this subsection 2.10(b) exceed the net proceeds from the offering received by such Holder, except
in the case of willful fraud by such Holder.



               (c) Promptly after receipt by an indemnified party under this Section 2.10 of notice of the
commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 2.10, deliver to the indemnifying party a written notice of
the commencement thereof and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party (together with all other indemnified
parties which may be represented without conflict by one counsel) shall have the right to retain
one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party,
if



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representation of such indemnified party by the counsel retained by the indemnifying party would
be inappropriate due to actual or potential differing interests between such indemnified party and
any other party represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action,
if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 2.10, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 2.10.



               (d) If the indemnification provided for in this Section 2.10 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim,
damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions that resulted in such
loss, liability, claim, damage or expense as well as any other relevant equitable considerations;
provided, that in no event shall any contribution by a Holder under this Subsection 2.10(d)
exceed the net proceeds from the offering received by such Holder, except in the case of willful
fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or prevent such
statement or omission.



               (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.



               (f) The obligations of the Company and Holders under this Section 2.10 shall survive the
completion of any offering of Registrable Securities in a registration statement under this
Section 2, and otherwise.



          2.11 Reports Under the Exchange Act. With a view to making available to the Holders
the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of
the SEC that may at any
time permit a Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:




               (a) make and keep public information available, as those terms are understood and defined in
SEC Rule 144, at all times after 90 days after the effective date of an IPO so long as the Company
remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange
Act;



               (b) take such action, including the voluntary registration of its Common Stock under
Section 12 of the Exchange Act, as is necessary to enable the Holders to



11









 







utilize Form S-3 for the
sale of their Registrable Securities, such action to be taken as soon as practicable after the end
of the fiscal year in which the first registration statement filed by the Company for the offering
of its securities to the general public is declared effective;



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



               (d) furnish to any Holder upon request, so long as the Holder owns any Registrable Securities,
(i) a written statement by the Company that it has complied with the reporting requirements of SEC
Rule 144 (at any time after 90 days after the effective date of an IPO), the Securities Act and
the Exchange Act (at any time after it has become subject to such reporting requirements), or that
it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after
it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such
other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the
selling of any such securities without registration or pursuant to such form.



          2.12 Assignment of Registration Rights. The rights to cause the Company to register
Registrable Securities pursuant to this Section 2 may be assigned (but only with all related
obligations) by a Holder to a transferee or assignee (a) of at least 25,000 shares of such
securities (subject to adjustment for stock splits, stock dividends, reclassification or the like
with respect to such shares) (or if the transferring Holder owns less than 25,000 shares of such
securities, then all Registrable Securities held by the transferring Holder), (b) that is a
subsidiary, parent, partner, limited partner, retired partner, member, retired member or
stockholder of a Holder, (c) that is an Affiliated Fund, (d) who is a Holder’s child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s
“Immediate Family Member”, which term shall include adoptive relationships), or (e) that is
a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member,
provided the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; and provided,
further, that such assignment shall be effective only if the transferee agrees in writing
to be bound by this Agreement and immediately following such transfer the further disposition of
such securities by the transferee or assignee is restricted under the Securities Act. For the
purposes of determining the number of shares of Registrable Securities held by a transferee or
assignee, the holdings of transferees and assignees of (x) a partnership who are partners or
retired partners of such partnership or (y) a limited liability company who are members or retired
members of such limited liability company (including Immediate Family Members of such partners or
members who acquire Registrable Securities by gift, will or intestate succession) shall be
aggregated together and with the partnership or limited liability company; provided that all
assignees and transferees who would not qualify individually for assignment of registration rights
shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or
taking any action under Section 2.




          2.13 Limitations on Subsequent Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of the Holders




12









 







of a majority of
the outstanding Registrable Securities, enter into any agreement with any holder or prospective
holder of any securities of the Company which would allow such holder or prospective holder (a) to
include any of such securities in any registration filed under Section 2.2 hereof, unless under the
terms of such agreement, such holder or prospective holder may include such securities in any such
registration only to the extent that the inclusion of his securities will not reduce the amount of
the Registrable Securities of the Holders which is included or (b) to make a demand registration
which could result in such registration statement being declared effective prior to the earlier of
either of the dates set forth in subsection 2.2(a) or within 120 days of the effective date of any
registration effected pursuant to Section 2.2.




          2.14 Lock-Up Agreement.




               (a) Lock-Up Period; Agreement. In connection with the initial public offering of the
Company’s securities and upon request of the Company or the underwriters managing such offering of
the Company’s securities, each Holder shall not sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any securities of the Company, however or
whenever acquired (other than those included in the registration) without the prior written consent
of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180
days, but subject to such extension or extensions as may be required by the underwriters in order
to publish research reports while complying with the Rule 2711 of the National Association of
Securities Dealers, Inc.) from the effective date of such registration as may be requested by the
Company or such managing underwriters, and shall execute an agreement reflecting the foregoing as
may be requested by the underwriters at the time of the Company’s initial public offering.



               (b) Limitations. The obligations described in Section 2.14(a) shall apply only if all
officers and directors of the Company and all greater than 5% stockholders enter into similar
agreements, and shall not apply to a registration relating solely to employee benefit plans, or to
a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act.



               (c) Stop-Transfer Instructions. In order to enforce the foregoing covenants, the
Company may impose stop-transfer instructions with respect to the securities of each Holder (and
the securities of every other person subject to the restrictions in Section 2.14(a)).



               (d) Transferees Bound. Each Holder agrees that prior to the Company’s initial public
offering it will not transfer securities of the Company unless each transferee agrees in writing to
be bound by all of the provisions of this Section 2.14.



               (e) Each Holder agrees that a legend reading substantially as follows shall be placed on all
certificates representing all Registrable Securities of each Holder (and the shares or securities
of every other person subject to the restriction contained in this Section 2.14):




THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD
OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION
STATEMENT



13









 






FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN
THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE
OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON
TRANSFEREES OF THESE SHARES.



          2.15 Termination of Registration Rights. No Holder shall be entitled to exercise any
right provided for in this Section 2 after the earlier of (a) five (5) years following the
consummation of an IPO, (b) with respect to any Holder, at such time after the IPO as Rule 144 or
another similar exemption under the Securities Act is available for the sale of all of such
Holder’s shares during a three-month period without registration, or (c) upon termination of the
Agreement, as provided in Section 4.2.




     3. Covenants of the Company.



          3.1 Delivery of Financial Statements. The Company shall deliver to each Major
Investor (other than a Major Investor reasonably deemed by the Company to be a competitor of the
Company):




               (a) as soon as practicable, but in any event within 120 days after the end of each fiscal year
of the Company (or such longer period of time as may be required by the Company’s independent
public accountants), an income statement for such fiscal year, a balance sheet of the Company and
statement of stockholder’s equity as of the end of such year, and a statement of cash flows for
such year, such year-end financial reports to be in reasonable detail, prepared in accordance with
U.S. generally accepted accounting principles (“GAAP”), and audited and certified by an
independent public accounting firm of nationally recognized standing selected by the Company;



               (b) as soon as practicable, but in any event within 45 days after the end of each of the first
three quarters of each fiscal year of the Company, an unaudited profit or loss statement, a
statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of
such fiscal quarter;



               (c) within 30 days of the end of each month, an unaudited income statement and a statement of
cash flows and balance sheet for and as of the end of such month, in reasonable detail;



               (d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget
and business plan for the next fiscal year, prepared on a monthly basis, and, as soon as prepared,
any other updated or revised budgets for such fiscal year prepared by the Company; and



               (e) with respect to the financial statements called for in subsections (b) and (c) of this
Section 3.1, an instrument executed by the Chief Financial Officer or President of the Company and
certifying on behalf of the Company that such financials were prepared in accordance with GAAP
consistently applied with prior practice for earlier periods (with the exception of footnotes that
may be required by GAAP) and fairly present the financial condition



14









 




of the Company and its results
of operation for the period specified, subject to year-end audit adjustment, provided that the
foregoing shall not restrict the right of the Company to change its accounting principles
consistent with GAAP, if the Board of Directors or a committee thereof determines that it is in the
best interest of the Company to do so.




          3.2 Inspection. The Company shall permit each Major Investor (except for a Major
Investor reasonably deemed by the Company to be a competitor of the Company), at such Major
Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account
and records and to discuss the Company’s affairs, finances and accounts with its officers, all at
such reasonable times as may be requested by the Major Investor; provided, however,
that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any
information which it reasonably considers to be a trade secret or similar confidential information.




          3.3 Termination of Covenants. The covenants set forth in Sections 3.1 and 3.2 shall
terminate as to each Holder and be of no further force or effect (a) immediately prior to the
consummation of an IPO, (b) when the Company first becomes subject to the periodic reporting
requirements of Sections 13 or 15(d) of the Exchange Act or (c) upon termination of this Agreement,
as provided in Section 4.2, whichever is the earliest to occur.




     4. Miscellaneous.



          4.1 Waiver of Registration Rights. Effective and contingent upon execution of this
Agreement by the Company and the holders of at least a majority of the “Registrable Securities,” as
that term is defined in each of the Prior Agreements, any and all rights of the holders of
Registrable Securities under the Prior Agreements to register and sell their Registrable Securities
or any other securities of the Company held by such holders as part of or in connection with the
proposed initial public offering of the Company’s Common Stock pursuant to that certain
Registration Statement on Form S-1 (File No. 333-134086), filed with the Securities and Exchange
Commission on May 12, 2006, are hereby waived.




          4.2 Termination. This Agreement shall terminate, and have no further force and
effect, (a) upon the closing of a Sale of the Company (as defined below) or (b) upon the written
agreement of the Company and the holders of a majority of the Registrable Securities then
outstanding, voting together as a single class on an as-converted to Common Stock basis. For
purposes of this Section 4.2, a “Sale of the Company” shall include a sale, lease, or other
disposition of all or substantially all of the Company’s assets or business or the Company’s merger
into or consolidation with any other corporation or other entity, or any other corporate
reorganization, in which the holders of the Company’s outstanding voting stock immediately prior to
such transaction own, immediately after such transaction, securities representing less than fifty
percent (50%) of the voting power of the corporation or other entity surviving such transaction,
provided that a Sale of the Company shall not include a merger effected exclusively for the purpose
of changing the domicile of the Company or a sale of shares by the Company for primarily equity
financing purposes.




          4.3 Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof, and any and all other written




15









 







or oral
agreements relating to the subject matter hereof existing between the parties hereto, including
without limitation, the Prior Agreements, are expressly terminated and canceled.




          4.4 Successors and Assigns. Except as otherwise provided in this Agreement, the terms
and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties (including transferees of any Preferred Stock or
any Common Stock issued upon conversion thereof). Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.




          4.5 Amendments and Waivers. Any term of this Agreement may be amended or waived only
with the written consent of the Company and the Investors holding a majority of the Registrable
Securities then outstanding. Notwithstanding the foregoing, this Agreement may be amended with
only the written consent of the Company for the sole purpose of including additional purchasers of
Preferred Stock as “Investors” and “Holders.” Any amendment or waiver effected in accordance with
this paragraph shall be binding upon each party to the Agreement, whether or not such party has
signed such amendment or waiver, each future holder of all such Registrable Securities, and the
Company.




          4.6 Notices. Unless otherwise provided, any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by overnight courier or sent by facsimile, or 48 hours after being deposited in the
U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be
notified at such party’s address or facsimile number as set forth on Exhibit A hereto or as
subsequently modified by written notice.




          4.7 Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement, and the
balance of the Agreement shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.




          4.8 Governing Law. This Agreement and all acts and transactions pursuant hereto shall
be governed, construed and interpreted in accordance with the laws of the State of California,
without giving effect to principles of conflicts of laws.




          4.9 Counterparts. This Agreement may be executed in two or more counterparts,
including facsimiles, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.




          4.10 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.




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




16









 








[Signature Pages Follow]




17









 








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



	 	 	 	 	 	 	 
	 	 	Artes Medical, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stefan M. Lemperle, M.D.	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Stefan M. Lemperle, M.D.	 	 
	 

	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	INVESTOR:

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(if applicable)	 	 






[COUNTERPART SIGNATURE PAGE TO

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]




 









 








Schedule A




PARTIES TO

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT




111 Development Corp.

A&S Levy Family Holdings, LLLP — Arthur & Susan Levy TTEEs

A.G. Edwards & Sons, Inc. C/F James G. Morrissey Ira

Aadil Zaman

Aaron Wesslink

Abdul W. Kazi

Adam Rappoport

Adi Corporation

Adi Ruegg

Afshar Ghotli Family Trust

Agricultural Benefits

Ahmad Ghaffari

Ahmad Zarei

Aimee D. Ellingsen & Charles H. Krekelberg, Husband & Wife, as Joint Tenants

Alan Abrams

Alan J. Young

Alan Joseph

Alan Loghman

Alan M. Shafer

Alavi Intervivos Trust

Albert J. Sabini IRA

Albert J. Schmid Family Limited

Alex Lethen

Alex Simms

Alexander Petrovic

Alexandra Gessler

Alfred Bernegger

Alfred H. Fischer

Alfred T. Peteroy

Ali Pourhosseini

Ali Reza Soltan

Alireza Haeri

Aman U. Syed

Amir Jamali

Anand R. and Sucheta Baichwal

Andrea Book Riggs

Andreas Engel

Andreas Klainguti

Andreas Lemperle




 









 





Andreas Mauser

Andrew & Aura Jackson JTWROS

Andrew and Laura Fraser

Andrew H. Sabreen Revocable Trust

Andrew Heinle

Andrew J. Conrad, Ph.D.

Andrew Meltzer

Angelo J. Carrera

Angelyn Scarvaci Revocable Trust

Anita B. Suson Children’s 1999 Trust

Ann T. Thomas Separate Property Trust

Anthony Fiorello

Anthony M. Lacenere

Anthony Vassallo and Mary Ellen Vassallo

Anthony Vassallo SEP IRA

Anthony Vitale

Anton Meile

AquaFauna Bio-Marine Inc. Profit Sharing Plan

Arda Yalvac

Ardeschir Pourfard

Arjang Miremadi

Arne Zimmerman

Arthur Caputo

Ashland Partners

Ashnik Management

Astrid Ruegg

Astrid Schmidt

Axel Lang

Babak Aghamohammadi

Bahr Family Limited Partnership, The

Baldassare Nastasi

Baltimore Business Leaders, LLC

Bank Wegelin & Co.

Barbara Adelglass

Barbara K. Bloom, Trustee, Arthur M. Bloom & Barbara K. Bloom Family Trust U.T.D.
9/21/84

Barclay M. Armitage Trust

Barry & Laura Silberman

Barry J. Galt

Barry J. Lind Revocable Trust

Barry J. West

Beck und Schick

Ben Yoon

Benjamin Kopf III

Benjamin Raab Trust

Bernadette Marxer




 









 





Bernard & Carey Simkin

Bernard & Rene Breier

Biagio & Assunta Didino JTWROS

Billy J. Sayers

Bloching/Moll u.la.

Block Family Trust

Block Family Trust — Carleton & Barbara Block TTEEs

Bobby H. Bryan SEP IRA

Bonnie Callan

Brad Cuvelier

Bradley Sallwasser

Brenda G. Mapp

Brent J. Farrell

Bret A. Young

Brett Snyder, Dr.

Britt Krebs

Bruce E. Bacon

Bruce W. Fecht

Bruno Helbling

Bruno Weber, Prof.

C. David & Patrice Schenkel JTWROS

C. Dennis Bucko

Cabin Trust Dated June 13, 1997, The

Calman J. Zamoiski, Jr.

Camille Lieners

Canderm Pharma

Carl F. Berner, MD

Carl J. Sagasser Living Trust

Carmen Oesterle

Charles Beardsley

Charles E. Helsley

Charles E. Helsley IRA

Charles M. Ewell

Charles M. Vanderford & Ginger L. Vanderford

Charles P. Wilkins

Charles Schumann

Charles Vaske

Charlie Harb

Chris Jones

Chris M. Cioffi

Christer Hedstrom

Christian Coluccio

Christian F. Coluccio SEP IRA

Christian Krebs

Christian Wolf




 









 





Christine Campagna Rev. Trust

Christine Hughes

Christoph Helg

Christoph Scholze

Christopher A. Jones

Christopher Barczewski

Christopher Dale

Christopher Holbech & Gregg Rudenberg

Christopher J. Gahman

Christopher J. Reinhard

Christopher Krebs

Christopher M. Jasak

Christopher Reinhard

Cicero Finance Inc.

Cirrus Motion Media

Citigroup Global Markets, Inc. as IRA Custodian FBO Daymon Kenyon

City National Bank, TTEE PCHS 401k Plan FBO Michael Kinkelaar

Claudia C. Rouhana

Claus Klohk

Clemens Laternser

Cole & Associates

Comerica Bank

Cory Slovik

Craig R. Whited

Creative Microspheres

Crown Metal Mfg. Co.

Crown Metal Profit Sharing Plan

Cyril Thomas

D.G. Ruby

Dan & Brenda Davidson JTWROS

Dan Edgarton

Dandy Lee

Daniel & Deborah Glazer JTWROS

Daniel A. Johnson

Daniel C. Berl

Daniel Davis

Daniel I. & Sally E. Waki

Daniel Lee

Daniel Lord

Daniel M. & Mary Ellen Coombs

Darell F. Norris

Darrel Brodke

Darshan & Harprit Dhiman

Dave McCoy

Dave Vroubel




 









 





Dave Wicker

David & Jean Bernstein

David & Juliana Lipschultz

David & Rhoda Narins

David A. K. Duncan

David A. Wilson

David A. Wilson SEP IRA

David B. Baird, III

David Berman

David Edfors

David H. Slater and Marla Slater JTWROS

David J. Raab

David K. Basile

David Keefe

David L. Begent

David L. Richardson

David Louis Begent

David P. & Denise M. Booth

David Quelle

David R. Preston

David R. Preston & Associates, A.P.C.

David Raimo

David Shively

David Vitale

David W. Brooks

David W. Brooks and Janet M. DiPrinzio

David W. Brooks IRA 8011-7923 UTA Charles Schwab & Co., Inc. Cust

David W. Drezner

Dayle E. O’Connor

Daymon Kenyon

Dean Snyder

Dennis Booth

Dennis Fortin

Dennis J. Hurwitz, MD

Dennis M Nigro, MD

Derby Family Living Trust

Derek S. Cowling

Derek Samuel

Derezin Breier & Delson Profit Sharing Plan Trust B

Diana Laird

Dieter Simonson

Dirk Jakob

DJB Holdings, LLC

DL Capital Group, LLC

Dominic Coluccio




 









 





Donald A. Glassberg

Donald J. Ponec TTEE Ponec Trust

Donald Taddoni

Donald Zimmerman, Wesley Pickard & Terrence Colvin

Donald Zone and Mary Louise Zone JTWROS

Dora Roellin

Dorin Radu

Douglas Saunders IRA

Dr. Hannes Schierle, Prof.

Durango Spine LLLP

Dwight H. DeSantis Trust Dated 1/1/04

E.M.R.E., LLC

Eagle Trust

Edward C. Roohan

Edward Gabrielson IRA, Dr.

Edward K. McCullough

Edward K. Quinby

Elizabeth C. Baldwin

Elizabeth Sandor

Ellen E. Larson and Floyd G. Larson as Community Property

Ellen Farrell

Emanuel & Rose Diteresi

Emile & Ursula Misiraca

Enaiatolah Eftekhary

Epsten Family Trust U.T.D. 7-25-90, Mary H. Epsten, Trustee

Eric F. L. Romilly

Eric Lyon

Eric Lyon SEP IRA

Eric Scott & Robin A. Turner

Ernesto Marquez

Ernst Meier

Eugene Mark Shusterman, M.D.

Evonne & Michele Stellato

Fabio Migliaccio

Felicitas Hourand-Weber

First Roseland Pension & Profit Sharing Plan

Floyd & Ellen Larson

Frank A. Hofstetter

Frank Codispoti Revocable Trust

Frank P. Russo and Joann C. Russo Trustees of the F & J Russo Family Trust U/D/T

Dated August 3, 2000

Frank Perretti

Frank R. & Donna R. Deis

Frank S. Teixeira

Franz Pierre




 









 





Fred B. & Marjory B. Goldman TIE

Frederick R. McConnaughey

Frederick Sandvick

Gabor Rubanyi

Gabriele Nicolo

Gail Gobbato Salvatierra

Galileo Tignini

Garry Ard

Gary D. Heihn

Gary Fischer

Gary Handleman & Donna Lobos

Gary Kenneth Parsons

Gary Nicoletti

Gebhard Michael

Georg Gmur, Dr.

George Colella

George J. Schmitt

George Manos

Gerald E. Gillett Trust

Gerald R. Haas

Gerard J. Zeppieri

Gerhard Quelle

Gero G. Papst

Gilbert A. Flores Management Trust, The

Gilbert M. Flores

Giovanni Minuz

Gity Afshar

Glenn Hechler

Gordon G. Kaplan

GPM Globo Portfolio Management AG

Grant B. Keefer

Gregg Rudenberg

Gregg Zeoli

Gregg Zeoli SEP IRA

Gregory Anderson

Gregory Kirk Ragland

Gregory Schneider

Gregory Schneider Inc Super Simplified 401k FBO Gregory Schneider

Gregory W. Schneider

GSW Holdings, LLC

Gwen A. Huntley

H. Michael Roark, MD

Hajo Feldmann

Hallock Family Trust, U/D/T, November 23, , 2004, The

Hamid R. Quraishi




 









 





Hamid Sadeghi

Han Lei Wan, MD

Hanne Raymond

Hannes Schierle

Hans Geser

Hans H. Sammer

Hans Peter Zweifel

Hans-Peter Thoma, Dr.

Harbor View Investments, LTD.

Harish H. Shah

Harry Booth

Harry Forman

Harry G. Cooper Trust

Harry L. and Diane Smith

Harvey Abrams, MD

Haven Mfg. Co.

Hector A. Montiel

Heidi Muller-Schild

Heinz Bernegger

Heinz Boksberger

Heinz Kitt

Henrik Vester Christensen Holdings APS

Henry H. Bahr QTIP Trust, The

Henry N. Millner and Rachael Jeck, as Trustees of the Millner/Jeck Trust Agreement,

dated August 3, 2005

Henry Sandbach

Henry Teichholz & Julie Teichholz

Henry W. Trulson or Karen A. Trulson

Homayoun Pourshirazi, Dr.

Horst & Sylviane van der Linden

Horst Van Der Linden

Hossein Sattari

Howard & Melanie Kollinger JTWROS

Howard Bergtraum

Huxley Richardson

Ian L. Kessler

IC-1, LLC

iNetworks, LLC

International Electronic Business Inc.

Investors Club, L.L.C.

Ira B. Blank

Ira Spodek

Irina Serpoukhouvitina

Isaac Moreno

J & C Resources LLC




 









 





J S Cole

J. Scott Phillips IRA

Jack Bruscianelli

Jackson Investment Group LLC

James A. Gerali Revocable Trust Dated 3/17/89 amended 9/14/98

James A. Lesley & Judy B. Lesley JTWROS

James and Judi Nonn

James Buckman

James C. Holmes

James E. Stonhaus or Janis S. Stonhaus

James Garrett Schwendig

James H. Stonhaus

James Hendren

James M. & Sophia L. Schmidt

James Metelski

James Morrissey

Jamil H. Khan

Jamshid Hamidi

Janet Silveira

Janice Dickinson

Jason D. Young

Jay S. Orringer and Jolynne V. Orringer

Jay Silberman & Judith Silberman JTWROS

Jeffrey A. Young

Jeffrey Adelglass M.D., P.A. Profit Sharing

Jeffrey C. Allard

Jeffrey C. Newman

Jeffrey C. Wang

Jeffrey Chandler

Jeffrey Sperber

Jeffrey T. Ramsey and Monique E. Ramsey Family Trust UTD 12/31/1996

Jehangir Arjoman Kermani

Jennifer & Matthew S. Olesen, Husband & Wife, as Joint Tenants

Jennifer R. Bancroft

Jens Becker

Jerald A. Blumberg

Jessie J. Knight, Jr

Jim Muir

Jitin Dhiman

JoAnn Daszkowski

Joel & Beverly Seligson

Joel Littlefield

Joerg Obwegeser, Dr.

Johan E Brahme, MD Inc. Defined Benefit Plan

Johann Vollmost




 









 





John & Martha Reilly

John A. Abraham

John A. Zeeb

John Ahern

John and Carolyn Davis JTWROS

John and Maria P. Russo Trustees of the J & M Russo Family Trust U/T/D Dated August 3, 2000

John Angelos

John C. Giordano, Jr. & Andrea J. Giordano

John D. Felton

John H. Joseph Revocable Living Trust

John J. Horn

John M. Wander

John Olbrich

John Pierre Ayala

John Risley & Cindy Risley

John Scheidt

John Schleyer

John Schmidt

John Schrage

John Thomas Holly SEP IRA

John Zeeb

Jone Hsia

Joon Rhee

Josef Muller-Schild

Josef Thalmann

Joseph & Tracy Rudman

Joseph A. Nebel, Jr.

Joseph A. Nebel, Sr.

Joseph B. Panella IRA

Joseph Cavegn

Joseph Family Living Trust

Joseph M. Cicini

Joseph Pitta

Joseph Sorbara

Joseph V. Fisher

Joseph W. Glancy

Judson LeGrand

Juerg F. Tschopp

Jui-Shen Hsu

Julian Stephen Schmidt

Jurgen Frei

Justin Kaplan

Kamran Hamidi

Karen M. Doyle

Karen Smith




 









 





Karl E. Lundberg

Karl Gmur and Vreni Gmur

Karl+Vreni Gmur

Karla R. Kelly, A ProfessionalLaw Corporation

Karl-Christoph Steiner

Katherine Lynn Ammann

Kathleen & Richard Bryson

Kay Seibert

Keith J. Rowe

Keith Nebel

Keller Anton, Dr.

Kelly A. Bownes

Kelly-Grant Living Trust U/A Dtd 12/12/96

Kelsie Derkatz

Ken & Karen Lehman

Ken Satterlee

Kenneth L. & Sharon W. Kincel

Kenneth Steel

Kenton L. Eiffert IRA

Kevin Clarkin

Kevin Green

Kevin Sheldon IRA

Kevin Spizizen Inherited IRA

Kevin T. Nini

Khan Enterprises

Khanh D. Tran

Kiun Chu

Knowles Family Trust

Knut Krecker

Kris Bjornson

Krispin Rosner

Kristine Jacques

Kupfer Family Trust dated March 6, 1993

Kurt Sturzenegger

La Femme Investments, Inc.

Lane Deyoe

Larry Bishop

Laura A. Olesen

Laurence D. Bloom

Lawrence E. Twork

Lawrence P. Giardina IRA

Lawrence Silver

Leandra A. Hiyane

Lee D. Clark

Lee Family Trust, The




 









 





Lee Roy Pearson, III

Legg Mason Wood Walker, Incorporated

Leipe & Sshulz u.a. GBR mbH

Leo Satriawan

Leonard DeOliveira

Leonard Giampaolo and James Lau

Leonard S. Yaffe

Lewis Levy and Barbara Ilene Levy

Lichter Venture Group Defined Benefit Plan Trust

Lisa Ann Nicole

Lisa Bea Alton Anderson

Lisa Marie Ellingsen

Living Trust of Dale Kann

Lois Joyce Richmond

Lon E. Otremba

Lone Jack Ranch, LP

Long Island Auto Realty

Lori H. Saltz

Louis A. Shpritz

Louis Angelos

Louis Beacham

Louis M. Giardina Roth IRA

Luis A. Queral , Dr.

Luther Daniel Mears and Susan Fielder Mears

Lynnette Meltz

M & M Investment

M. Lou Marsh

Magnus Coxner

Mahendra R. Sanapati

Malcolm Tovey

Manchester Financial Group, L.P.

Manual Norman Leonard

Marc Goldman

Marcel Wermuth

Margrith Oehri

Margrith Thoma-Sutter

Maria A. Allnutt

Mario Gioia

Mark A. Ratteree

Mark Brenner

Mark G. Rubin

Mark Goldman

Mark Goldwasser

Mark Gonwa, MD

Mark Nebel




 









 





Mark Niederost

Mark Ransom

Markus Meyer, M.D.

Markus Schaub

Marlene J. Winker Trust — James & Marlene Winker Trustees

Marshall Family Charitable Unitrust

Marshall R. Chesrown

Marshall Trabout, Dr.

Martha Keller

Martha Medich

Martin L. Karlov

Martin Moehr

Martina Wolber

Martine Timmermans

Mary H. Epsten

Mary N. Wilson IRA

Marylou Shanahan

Mashallah Afshar

Mathias Widmer

Matt Portes

Matthew Bernstein

Matthew Mega

Matthew Silberman

Matthias Benken

Matthias Schulz

Maureen Chilelli

Maureen Crowe Productions FBO Maureen Crowe

Maurice Panichi & Canzio Joe Panichi TIC

Mehrdad Majlessi

Melissa Medich

Mendel N. Nudelman

Merrel Olesen MD

Michael Andrew Grosner

Michael Atallah

Michael Bogue

Michael Cardinale & Joseph Agosta

Michael F. Glazer and Ellen R. Glazer JTWROS

Michael Filingeri

Michael Gebhard

Michael Guffanti

Michael H. & Victoria L. McGeath

Michael Hancock

Michael Hourand, Dr.

Michael J. Haley

Michael L. Simms




 









 





Michael Mega

Michael P. Silva

Michael Sauerbrier, Prof.

Michael T. Loffredo

Michael W. Hicks

Michele B. Ellingsen

Michele Bonvillain Ellingsen, Ellingsen Revocable Declaration of Trust dated 12/3/04

Mike Burkoff

Millard P. Thaler & Zeena I. Ubogy

Milton Cohen & Steven R. Cohen Trustees under the Milton Cohen Trust Agreement

dated November 10, 2005

Minipuri G. Ramesh Singh

Mira Habel

Mirza Alladina Medical, Ltd

Mission Consultant, Inc.

Mitchell & Ilene Slovik

Mitchell A. Fried

Moazzem H. Chowdhury

Mohsen Shahbani And Deborah K. Shahbani

Mones International, Inc.

Morgan J. C. Scudi

Morris Moses

MSB Family Trust

Murray Berman

Myron H. and Mercedes L. Budnick

Naser Ostad

Nasri Investment, LLC

Nathalie Ransom

Nathaniel Silon Revocable Living Trust

National Securities Corporation

Neil & Estelle Marcus

Nelson Penarreta & Patricia Davila JTWROS

Neville Alleyne, MD

NGN BioMed Opportunity I GmbH & Co. Beteiligungs KG

NGN Biomed Opportunity I, L.P.

Nhu Y. Huynh

Nicholas Abbate

Nicholas C. Scott

Nicholas Erik Sieveking, MD

Nike Partners, LP

Nikhil & Sheila Sheth

Niklas Neumann

Nitin Sharma

Noah Drezner

Nolan E. Johnson




 









 





Opal Investments Management, Inc.

Optimum Health Services

Ostanik Family Trust Initially Created 3/6/03

Pamela Esposito

Pao-Ying & Chen-Huang

Partnership”

Parviz Roubeni & Rad Roubeni JTWROS

Patricia Charman

Patricia Klier

Patricia L. Novak

Patrick Bownes

Patrick Sheridan IRA Rollover

Patrick T. & Patricia M. Wooten

Paul & Ann Thomas Community Property Trust

Paul A. Felleti

Paul Becker

Paul Berlin

Paul D. Sherr, P.C. Defined Benefit Pension Plan

Paul Porter

Paul Schneider

Paul Treger

Paul Zlotnik

Paula McKinney

Perfectum Recruiting Oy

Pete & Patricia Dlugosh

Peter and Georgia Angelos

Peter B. Lambert

Peter Carton

Peter Debany

Peter F. Smith

Peter Horbury

Peter J. Lawrence

Peter M. Tutrani IRA

Peter Moore

Peter O. Raudaskoski

Phillip P. Edlin

Phillip R. Adams

Phillip Sgobba

Plastic Surgery Medical Clinic of San Diego

Prasad V. Gade

Productos Ecological De Mexico

Prof. Dr. Hannes Schierle

Proprete Investissement, Inc.

Proteus Global Ventures, LP

Quentin Rosas




 









 





R. Christopher Barczewski

R. Merrel Olesen, M.D.

R. Merrel Olesen, M.D., APC, MPPP

Rainer Burkhardt

Rainer Marxer

Rainer Mattes

Raj Wickramasekaran

Rakesh Aggarwal

Ralph Gitz

Ramin Ghassemi & Nina Mojaver

Randal Howard

Randall Moreadith

Raptor Fund, a Revocable Separate Property Trust

Ray Fadich

Raymond A. Bartolacci, III

Raymond Bartolacci, Jr.

Rees Orland

Rene Kreis

Respolar Oy

Rhoda Narins, MD

Richard & Betsy Fitzpatrick Family Trust

Richard & Deborah Fildes

Richard & Judy Fitzgerald JTWROS, Dr.

Richard Cardinale

Richard Clack

Richard E. Feinberg & Diane Gotkin

Richard Ernest

Richard M. Bodor, M.D.

Richard Salomone

Richard W. Cunningham

Riyadh Taila

Robert & Louis Giardina JTWROS

Robert Anderson

Robert Belfi Trust

Robert Brandt

Robert Caduff

Robert Dagosta

Robert Devere

Robert E. Duke

Robert E. Irelan

Robert Giardina and Eric Bonanno

Robert J. Des Marais

Robert J. Lange

Robert J. Mirabile

Robert Kearney, MD




 









 





Robert LoRusso

Robert Marvin

Robert McEntire

Robert Mega

Robert Petrozzo

Robert Schaefer

Robert Steel

Roberta Wieman

ROBHO Properties Inc.

Rodney Moser

Roger J. & M. Jenai Sullivan Wall

Roger Monteforte




Rohan Dhiman

Rolf Schierl

Rolf Steiner

Ron A. & Janet E. Rasch

Ronald & Mary Doubt

Ronald E. White

Ronald H. Medak

Ronald Harvard Medak

Ross Person

Rudolf Doessegger

Rullan Family Trust

Rupert Hourand, Dr.

Russell Cody

Russell S. Gold

Russell S. Gold Ph.D. Profit Sharing Plan

Rusti Bartell-Weiss

Ruth A Fair Trust

Ruth A. Stolzenberg

Sabine Geser

Saied & Pamela Motevasselani

Sal Furnari

Sammie R. & Carol L. Ford

Sandeep Gupta

Sandford Wilk

Sandra Bennemann

Sandra Tyrholm Trust

Sanfurd G. Bluestein

Sassan Alavi

Satbir Singh

Schneider Family Trust Dtd 9-1-83

Scot B. Jones

Scott Apperson, Richard Bodor & Meyer Tenenhaus

Scott Evan Olesen Irrevocable 2005 Trust




 









 





Scott Frey

Sean J. Suydam

Sean Loghman

Sebastian D’amico

Seymour Lippman IRA

Shahab Hillyer & Siamak Kalhor

Shari Joyce

Sharon Crowder

Shawn & Noushin Bagheri

Shawn Bagheri

Sheldon & Marjorie Derezin

Shelley J. Tauber

Shephard Bentley

Shuja Ahmed & Anthin Zito

Siamak Aghamohammadi

Sidney & Helene Silberman

Simin Siddiq, Dr.

Sorrento Drive Enterprises Inc.

South Bay Skin & Cancer Pension Plan For Dr. Peter Rullan

Spartan Marketing Ltd.

SSE Taylor Partners, LLC

St. Croix Capital Corporation Pension Plan

Stanley & Leigh Jensen

Stanley & Mary Coniglio

Stanley F. Roth, M.D.

Steen Allan Christensen

Stefan Brunner

Stefan Lemperle

Stefan Widensohler

Stephanie Carter

Stephen A. Geppi & Melinda C. Geppi

Stephen and Martha Kitchens

Stephen and Sharon Burke

Stephen Jones

Stevan F. Schweighardt

Steve & Mandy Romanelli

Steve Celotto

Steven Cohen, MD

Steven Markowitz

Steven Parkes

Stout, Uxa, Buyan & Mullins, LLP

STR Capital Securities Inc.

Stuart A. Teper

Stuart A. Young

Susan A. Thalken




 









 





Susan Ann Westre

Susan L. Wedell

Sutro V, LLC

Suzanne C. Bodor, M.D.

Suzette T. Seigel

Syed Fazal And Sumrana S. Ahmed

Tariq Muhammad

Taylor Family Trust, The

Terence Rhone

Terri C. Swanston IRA

Terry Sullivan Ira

Theo Juetz

Theodore L. Folkerth MD

Thomas & Jill Dizio

Thomas Baumann

Thomas C. Humes

Thomas C. Reiner

Thomas Christian

Thomas H. Cruikshank

Thomas Jeffery Kelley

Thomas L. Jones

Thomas Nutter & Shervin Yazdan

Thomas R. Farrell, MD

Thomas R. Vecchione

Thomas Tellez

Thomas W. Haydon

Thomas Weppelmann

Thunderbird Trust

Tim Callan

Tim Parkes

Timothy G. Canty Sr., Md Defined Benefit Pension Plan 1-1-84

Timothy J. Turner

Timothy Joseph Defined Pension Plan

Todd M. Peterson

Todriefield Ltd.

Tom Clotfelter

Tom Holly

Tom Slazinski

Total Maintenance Solutions Inc.

Tracy Fitzer

Tracy Howell

Transpro Property & Casualty Insurance Corp.

Trevor Callan

Tsewang Nyendak

Turner & Rosemary Daniels




 









 





Ubs (Luxembourg) S.A.

Urs — Peter Inderbitzin

Urs W Schmid

Urs-Peter Inderbitzin

Vera G. Gittes Revocable Trust

Vernon W. Schoemaker

Victor Hochberg

Victor Prieto Ira

Vincent Chierra

Vincent Latour

Vincent Vitale

Vita Pure

Wade Harb

Wade Harb & Elham S. Harb Jtwros

Walter And Lynda Cekala

Walter Carney

Walter E. & Tamara L. Novick

Walter H. Hickel

Walter Ruegg

Walter Wichern, Dr.

Warner C. Lusardi Family Trust Dated June 11, 1993

WB Partners

Webb Family Trust, U/A 9/20/99

Wells Family Trust

Wendelin Acker

WFS Consulting

William & Susan Boardman As Tenants By The Entirety

William A. Simms

William Burnett

William C. Stonhaus or Karen Stonhaus

William Howe

William J. Dixon

William Kirkpatrick

William M. Flynn, M.D.

William Mega

William P. Monahan

William Raventos

William S. Leavy

William S. Worrell

William Seare

William Wustenberg, DVM

Wolfgang Jakob

Wolfram Schmid

Woo, Jae Hoon

World Marketing Corp Profit Sharing Plan




 









 





Yong Ok Yi

Yvonne & Ole C. Olesen, Husband & Wife, as Joint Tenants

Zane Thomas Courbay

Zohreh Alaghemand