Series E Preferred Stock Purchase Agreement



 Exhibit 4.4 
 EXECUTION COPY 
  
  

 
 FLUIDIGM CORPORATION 

SERIES E PREFERRED STOCK PURCHASE AGREEMENT 
 Initial Closing: November 16, 2009 
  
  

 
  







 TABLE OF CONTENTS 

 

									
	 	    	 	  	 	  	Page	 
			
	1.	    	Purchase and Sale of Preferred Stock	  	 	1	  
				
		    	1.1	  	Authorization of the Shares	  	 	1	  
		    	1.2	  	Purchase and Sale of the Shares	  	 	1	  
		    	1.3	  	Closing Date	  	 	1	  
		    	1.4	  	Delivery	  	 	2	  
		    	1.5	  	Conversion of Outstanding Promissory Notes	  	 	2	  
			
	2.	    	Representations and Warranties of the Company	  	 	2	  
				
		    	2.1	  	Organization, Good Standing and Qualification	  	 	2	  
		    	2.2	  	Corporate Power	  	 	3	  
		    	2.3	  	Subsidiaries	  	 	3	  
		    	2.4	  	Capitalization	  	 	3	  
		    	2.5	  	Authorization	  	 	4	  
		    	2.6	  	Valid Issuance of Preferred and Common Stock	  	 	4	  
		    	2.7	  	Governmental Consents	  	 	4	  
		    	2.8	  	Litigation	  	 	5	  
		    	2.9	  	Employees	  	 	5	  
		    	2.10	  	Patents and Other Intangible Assets	  	 	5	  
		    	2.11	  	Compliance with Other Instruments	  	 	7	  
		    	2.12	  	Permits	  	 	7	  
		    	2.13	  	Environmental and Safety Laws	  	 	7	  
		    	2.14	  	Title to Property and Assets	  	 	7	  
		    	2.15	  	Agreements; Action	  	 	7	  
		    	2.16	  	Financial Statements	  	 	8	  
		    	2.17	  	Changes	  	 	9	  
		    	2.18	  	Brokers or Finders	  	 	9	  
		    	2.19	  	Qualified Small Business Stock	  	 	9	  
		    	2.20	  	Employee Benefit Plans	  	 	10	  
		    	2.21	  	Tax Matters	  	 	10	  
		    	2.22	  	Insurance	  	 	10	  
		    	2.23	  	Corporate Documents	  	 	10	  
		    	2.24	  	Disclosure	  	 	10	  
		    	2.25	  	Offering	  	 	11	  
		    	2.26	  	Returns and Complaints	  	 	11	  
			
	3.	    	Representations and Warranties of the Purchasers	  	 	11	  
				
		    	3.1	  	Experience	  	 	11	  
		    	3.2	  	Investment	  	 	11	  
		    	3.3	  	Rule 144	  	 	11	  
		    	3.4	  	Legends	  	 	12	  
		    	3.5	  	No Public Market	  	 	12	  
		    	3.6	  	Access to Data	  	 	12	  
		    	3.7	  	Authorization	  	 	12	  
		    	3.8	  	Accredited Investor	  	 	12	  


  
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 TABLE OF CONTENTS 

(continued) 
  

											
	 	 	    	 	  	 	  	Page	 
				
				    	3.9	  	Public Solicitation	  	 	12	  
				    	3.10	  	Tax Advisors	  	 	12	  
				    	3.11	  	Purchaser Counsel	  	 	12	  
				    	3.12	  	Brokers or Finders	  	 	12	  
				    	3.13	  	Non-United States Persons	  	 	13	  
			
	 	4.	  	    	Conditions of Purchaser’s Obligations at Closing	  	 	13	  
				
				    	4.1	  	Representations and Warranties	  	 	13	  
				    	4.2	  	Performance	  	 	13	  
				    	4.3	  	Compliance Certificate	  	 	13	  
				    	4.4	  	Blue Sky	  	 	13	  
				    	4.5	  	Opinion of Company Counsel	  	 	13	  
				    	4.6	  	Investor Rights Agreement	  	 	13	  
				    	4.7	  	Restated Certificate	  	 	14	  
				    	4.8	  	Corporate Proceedings; Waivers and Consents	  	 	14	  
				    	4.9	  	Sublicense Agreement	  	 	14	  
			
	 	5.	  	    	Conditions of the Company’s Obligations at Closing	  	 	14	  
				
				    	5.1	  	Representations and Warranties	  	 	14	  
				    	5.2	  	Payment of Purchase Price	  	 	14	  
				    	5.3	  	Blue Sky	  	 	14	  
				    	5.4	  	Investor Rights Agreements	  	 	14	  
				    	5.5	  	Restated Certificate	  	 	14	  
				    	5.6	  	Proceedings and Documents	  	 	14	  
			
	 	6.	  	    	Miscellaneous	  	 	15	  
				
				    	6.1	  	Governing Law; Jurisdiction	  	 	15	  
				    	6.2	  	Indemnification	  	 	15	  
				    	6.3	  	Survival	  	 	15	  
				    	6.4	  	Successors and Assigns	  	 	15	  
				    	6.5	  	Entire Agreement; Amendment	  	 	15	  
				    	6.6	  	Notices, Etc	  	 	16	  
				    	6.7	  	Delays or Omissions	  	 	16	  
				    	6.8	  	California Corporate Securities Law	  	 	16	  
				    	6.9	  	Finder’s Fee	  	 	16	  
				    	6.10	  	Expenses	  	 	17	  
				    	6.11	  	Waiver of Conflict	  	 	17	  
				    	6.12	  	Severability	  	 	17	  
				    	6.13	  	Counterparts; Facsimile	  	 	17	  
				    	6.14	  	Titles and Subtitles	  	 	17	  
				    	6.15	  	Exculpation Among Purchasers	  	 	17	  
				    	6.16	  	Like Treatment of Holders	  	 	17	  
				    	6.17	  	Jury Trial	  	 	18	  


  
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 TABLE OF CONTENTS 

(continued) 
 EXHIBITS

  

			
	Exhibit A	  	Schedule of Purchasers
	Exhibit B	  	Form of Third Amended and Restated Certificate of Incorporation
	Exhibit C	  	Form of Ninth Amended and Restated Investor Rights Agreement
	Exhibit D	  	Form of Legal Opinion


  
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 SERIES E PREFERRED STOCK PURCHASE AGREEMENT 

THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT is made as of November 16, 2009, by and among Fluidigm Corporation, a Delaware
corporation (the “Company”), and the purchasers listed on the Schedule of Purchasers attached hereto as Exhibit A (the “Schedule of Purchasers”). The persons and entities listed thereon are hereinafter
referred to collectively as the “Purchasers” and individually as a “Purchaser.” 
 THE PARTIES
HEREBY AGREE AS FOLLOWS: 
 1.        Purchase and Sale of Preferred Stock.

 1.1        Authorization of the Shares. The Company will on or before the
Closing (as defined below) authorize (a) the sale and issuance pursuant to this Agreement of up to 1,721,295 shares (the “Shares”) of its Series E Preferred Stock (the “Series E Preferred”), having
the rights, preferences and privileges as set forth in the Third Amended and Restated Certificate of Incorporation of the Company attached hereto as Exhibit B (the “Restated Certificate”); and (b) the reservation of
shares of Common Stock for issuance upon conversion of the Shares (the “Conversion Shares”). 

1.2        Purchase and Sale of the Shares. Subject to the terms and conditions hereof
and in reliance upon the representations, warranties and agreements contained herein, the Company will issue and sell to each Purchaser, severally and not jointly, and each Purchaser will purchase from the Company, severally and not jointly, at the
applicable Closing, the number of Shares set forth in the column designated “Number of Series E Shares” opposite the Purchaser’s name on the Schedule of Purchasers, at a purchase price of Fourteen Dollars ($14.00) per Share (the
“Purchase Price”). The Company’s agreement with each Purchaser is a separate agreement, and the sale of the Shares to each Purchaser is a separate sale. 
 1.3        Closing Date. The first closing of the purchase and sale of any Shares hereunder (the “Initial Closing”) shall be held at the
offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”), 650 Page Mill Road, Palo Alto, California 94304, on November 16, 2009 (the “Closing Date”) or such other date as the
Company and a majority-in-interest of the Purchasers may agree. Subsequent closings under this Agreement for the sale of any remaining Shares not sold in the Initial Closing may be held from time to time after the Initial Closing at such time and
place as the Company and the relevant Purchasers agree (“Subsequent Closings”). For the purposes of this Agreement, the terms “Closing” and “Closing Date” unless otherwise indicated, refer to the
closing or date of closing of the purchase and sale of the Shares with respect to a particular Purchaser or group of Purchasers, whether such closing occurs at the Initial Closing or at a Subsequent Closing. The Company shall be entitled to sell any
unpurchased Shares to any Purchaser or to a person who is not a Purchaser and to amend the Schedule of Purchasers to include the information relating to such sales, and such purchasers shall be considered “Purchasers” and parties to this
Agreement; provided that (a) such sales are made pursuant to this Agreement or an agreement identical to this one except for the Closing Date and exhibits, and (b) such sales are completed on or prior to March 31, 2010.








 1.4        Delivery. At Closing, the Company
shall deliver to each Purchaser a certificate, in such denomination and registered in Purchaser’s name as set forth on the Schedule of Purchasers, representing the number of Shares which Purchaser is purchasing from the Company, against payment
of the purchase price therefore as set forth in the column designated “Total Purchase Price” opposite such Purchaser’s name on the Schedule of Purchasers, by (a) delivery to the Company of a check payable to the order of the
Company or wire transfer in accordance with the Company’s instructions (such amount set forth in the column designated “Cash Investment Amount” opposite a Purchaser’s name on the Schedule of Purchasers), (c) conversion of
indebtedness (such amount set forth in the column designated “Outstanding Indebtedness Converted” opposite a Purchaser’s name on the Schedule of Purchasers) or (d) any combination of the foregoing. 

1.5        Conversion of Outstanding Promissory Notes. Each Purchaser that is a holder of
a subordinated convertible promissory note issued by the Company pursuant to that certain Note and Warrant Purchase Agreement dated August 25, 2009 (each, a “Note”), hereby agrees and acknowledges, severally and not
jointly, as follows: 
 (a)        That, upon the Initial Closing, all of the
outstanding principal amount of the Note and all accrued and unpaid interest on the Note will automatically convert into Shares at a conversion price per share equal to the Purchase Price in accordance with the terms of this Agreement. 

(b)        That the full value of such Purchaser’s Note for purposes of conversion in
accordance with Section 1.4(c) hereof, including all of the outstanding principal amount of the Note and all accrued and unpaid interest on the Note, is set forth opposite such Purchaser’s name on Exhibit A hereto under the
heading “Outstanding Indebtedness Converted.” 
 (c)        That, at the
Initial Closing, such Purchaser shall deliver to the Company its original Note for cancellation; provided, however, that following the Initial Closing, the Note will be deemed converted and of no further force or effect, regardless of whether it is
delivered for cancellation. 
 (d)        That such Purchaser has reviewed with its own
tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the conversion of the Notes. With respect to such matters, such Purchaser is relying solely on its advisors and not on any statements or representations
of the Company or any of its agents, written or oral. Such Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the
hereby. 
 2.        Representations and Warranties of the Company. The Company
hereby represents and warrants to Purchaser that, except as set forth in the disclosure material (the “Disclosure Material”) which has been delivered to each Purchaser prior to such Purchaser’s execution hereof, each of the
representations, warranties and statements contained in this Section 2 is true and correct as of the date of this Agreement and will be true and correct on and as of the Closing Date. 

2.1        Organization, Good Standing and Qualification. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as currently 

  
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conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify, individually or in the aggregate, would have a
material adverse effect on its business (as now conducted), properties, or financial condition. 

2.2        Corporate Power. The Company will have at the Closing all requisite legal and
corporate power and authority to (a) execute and deliver this Agreement; (b) sell and issue the Shares hereunder; (c) issue the Conversion Shares; and (d) carry out and perform its obligations under the terms of this Agreement.

 2.3        Subsidiaries. The Company does not presently own or control,
directly or indirectly, any interest in any other corporation, association, or other business entity. 

2.4        Capitalization. The authorized capital stock of the Company consists, or
immediately prior to the Closing will consist, of 28,484,062 shares of Common Stock (“Common Stock”), of which 3,169,156 shares are issued and outstanding immediately prior to the Closing and 19,232,725 shares of Preferred Stock
(“Preferred Stock”), 779,220 of which are designated Series A Preferred Stock of which 657,132 are outstanding immediately prior to the Closing; 1,845,907 of which are designated Series B Preferred Stock of which 1,835,354
are outstanding immediately prior to the Closing; 4,815,606 of which are designated Series C Preferred Stock, 4,619,039 of which are issued and outstanding immediately prior to the Closing; 3,989,217 of which are designated Series D Preferred
Stock, 3,771,976 of which are issued and outstanding immediately prior to the Closing; and 7,802,775 of which are designated Series E Preferred Stock, 5,505,331 of which are issued and outstanding immediately prior to the Closing. All such issued
and outstanding shares have been duly authorized and validly issued in compliance with applicable laws, and are fully paid and nonassessable. 
 The Company has reserved: 
 (i) 1,721,295 shares of Series E Preferred for
issuance hereunder and 1,721,295 shares of Common Stock for issuance upon conversion of such Series E Preferred; (ii) 538,048 shares of Series E Preferred for issuance upon exercise of outstanding warrants and 538,048 shares of Common
Stock for issuance upon conversion of such Series E Preferred; (iii) 5,505,331 shares of Common Stock for issuance upon conversion of the outstanding shares of Series E Preferred; (iv) 3,771,976 shares of Common Stock for
issuance upon conversion of the outstanding shares of Series D Preferred; (v) 116,836 shares of Series D Preferred for issuance upon exercise of outstanding warrants and 116,836 shares of Common Stock for issuance upon conversion of
such Series D Preferred; (vi) 4,619,039 shares of Common Stock for issuance upon conversion of the outstanding shares of Series C Preferred Stock; (vii) 13,859 shares of Series C Preferred Stock for issuance upon exercise of
outstanding warrants and 13,859 shares of Common Stock for issuance upon conversion of such Series C Preferred Stock; (viii) 1,835,354 shares of Common Stock for issuance upon conversion of the outstanding Series B Preferred Stock;
(ix) 657,132 shares of Common Stock for issuance upon conversion of the outstanding Series A Preferred Stock; (x) an aggregate of 3,908,475 shares of Common Stock for issuance to employees and consultants of the Company pursuant to
the Company’s 2009 Equity Incentive Plan, pursuant to which no options to purchase shares are granted and outstanding and 1,746,478 shares are available for future grant, and (xi) an aggregate of 2,161,997 shares of Common Stock for
issuance to employees and consultants of the Company pursuant to the Company’s 1999 Stock Option Plan, pursuant to which options to 

  
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purchase 2,161,997 shares are granted and outstanding and no shares are available for future grant. As of the date hereof and after giving effect to the purchase of Shares hereunder, each share
of each series of the Company’s Preferred Stock is convertible into one share of the Company’s Common Stock. Other than with respect to the shares reserved for issuance in this paragraph, or as set forth in the Ancillary Agreements (as
defined below), there are no outstanding rights, options, warrants, conversion rights, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition from the Company of any securities of the Company. There are no
outstanding obligations of the Company to repurchase or redeem any of its securities. 

2.5        Authorization. All corporate action on the part of the Company, its officers,
directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the Ninth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights
Agreement”), the performance of all obligations of the Company under this Agreement and the Investor Rights Agreement (other than those registration obligations contained in Section 1 of the Investor Rights Agreement), and any other
agreements to which the Company is a party, the execution and delivery of which is a contemplated hereby (the “Ancillary Agreements”) and the authorization, issuance (or reservation for issuance), sale and delivery of the Shares and
the Conversion Shares has been taken or will be taken prior to the Closing. This Agreement and the Investor Rights Agreement constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their
respective terms, subject to: (a) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies; (b) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect generally relating to or affecting creditors’ rights; and (c) limitations on the enforceability of the indemnification provisions of the Investor Rights Agreement. 

2.6        Valid Issuance of Preferred and Common Stock. The Shares that are being
purchased by the Purchasers hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable. The Conversion Shares have
been duly and validly reserved for issuance and, upon issuance in accordance with the terms of this Agreement and the Restated Certificate will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the
Investor Rights Agreement and under applicable state and federal securities laws. The Shares and the Conversion Shares will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights
Agreement and under applicable state and federal securities laws. The Conversion Shares may be issued without any registration or qualification under state and federal securities laws as such laws are currently in effect. 

2.7        Governmental Consents. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the offer, sale or issuance of the Shares or the Conversion Shares or
the consummation of any other transaction contemplated hereby, except for (a) the filing of the Restated Certificate with the Delaware Secretary of State prior to the Initial Closing and (b) filings required pursuant to applicable federal
and state securities laws and blue sky laws, which filings, the Company covenants to complete within the required statutory period. 

  
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 2.8        Litigation. There is no action,
suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened against the Company before any court, administrative agency or other governmental body which questions the validity of this Agreement or the Investor
Rights Agreement or the right of the Company to enter into any of them, or to consummate the transactions contemplated hereby or thereby, or which could result, either individually or in the aggregate, in any material adverse change in the condition
(financial or otherwise), business, property, assets or liabilities of the Company, nor is the Company aware that there is any basis for the foregoing. The Company is not a party or subject to, and none of its assets is bound by, the provisions of
any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by or involving the Company currently pending or that the Company intends to initiate.

 2.9        Employees. Each employee of the Company has executed a proprietary
information and invention assignment agreement substantially in the form or forms made available to the Purchasers. To the Company’s knowledge, no officer or key employee is in violation of any prior employment contract or proprietary
information agreement. No employees of the Company are represented by any labor union or covered by any collective bargaining agreement. There is no pending or, to the Company’s knowledge, threatened labor dispute involving the Company and any
group of its employees. The Company is not aware that any officer or key employee intends to terminate his or her employment with the Company within the six months after Closing. The Company does not have a present intention to terminate the
employment of any officer or key employee. Each officer and key employee is devoting 100% of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee intends to work less than
full time during the six months after Closing. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at will. 

2.10      Patents and Other Intangible Assets. 

(a)        The Company owns, or is licensed or otherwise has the legally enforceable right to
use, all copyrights, domain names, maskworks, applications for the issuance or registration of any of the foregoing, trade secrets, confidential or proprietary know-how, data and information, ideas, inventions, designs, developments, algorithms,
processes, schematics, techniques, computer programs, applications and other software, works of authorship, creative effort and, to the Company’s knowledge after such investigation as the Company deemed reasonable, patents, patent applications,
trademarks (including service marks and design marks) and applications therefor, tradenames (all of the foregoing generically, “Intellectual Property Rights”) utilized in, or necessary for, its business as now conducted
(collectively, the “Company Intellectual Property”) without infringing upon the right of any person, corporation or other entity. 
 (b)        To the Company’s knowledge, the Company has not infringed or misappropriated any Intellectual Property Right of any other person, corporation or
other entity. The Company has not received any communication or otherwise received any information alleging any such conduct by the Company or asserting a claim by any third party to the ownership of, or right to use, any of the Company Intellectual
Property, and the Company does not know of any basis for any such claim. The Company is not aware of any action, suit, proceeding or investigation pending or currently threatened against the Company (or any third party owner or licensor of rights to
the 

  
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Company of any of the Company Intellectual Property) which would have a material impact on the Company’s ownership of or exclusive or co-exclusive rights to use, the Company Intellectual
Property. 
 (c)        The Company is not aware that any of its employees is obligated
under any agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with his or her ability to fully and freely perform their duties to the Company or that would conflict with the
Company’s business. To the Company’s knowledge, neither the filing of the Restated Certificate nor the execution and delivery of this Agreement or the Investor Rights Agreement, nor the carrying on of the Company’s business by the
employees of the Company, will conflict with or result in a material breach of the terms, conditions, or provisions of, or constitute a default under, any agreement under which any such employee is now obligated. The Company does not utilize, and
will not be required to utilize, any invention, development or work of authorship of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company. 

(d)        Except as described in Section 2.10(d) of the Disclosure Material, the Company
(i) is not obligated, or under any liability whatsoever to make any payments by way of royalties, fees or otherwise, to any owner or licensor of, or other claimant to, any Company Intellectual Property, and (ii) is not a party to any
agreement concerning the Company Intellectual Property or any other Intellectual Property Right used or to be used by the Company in its business as conducted. No founder, director, officer or employee of the Company, or, to the Company’s
knowledge, no stockholder of the Company has any interest in the Company Intellectual Property. 

(e)        Except with respect to any rights granted under the agreements described in
Section 2.10(e) of the Disclosure Material, the Company owns exclusively all rights arising from or associated with the research and development efforts of the Company and its founders, employees and independent contractors relating to the
Company’s business as now conducted, and all such rights form part of the Company Intellectual Property. The Company has secured valid written assignments from all employees and independent contractors who contributed to the creation or
development of any of the Company Intellectual Property of the rights to such contributions that the Company does not already own by operation of law. The Company has not received notice of any claim being asserted by any current or former employee,
independent contractor or other third party to the ownership, of or right to use, any of the Company Intellectual Property, or challenging or questioning the validity of any of the Company Intellectual Property, and the Company is not aware of any
basis for any such claim. 
 (f)        The Company has taken reasonable steps to
protect and preserve the confidentiality of all material trade secrets included in Company Intellectual Property not otherwise protected by patents or copyright (“Confidential Information”). All disclosure of Confidential
Information to a third party has been pursuant to the terms of a written confidentiality or non-disclosure agreement between the Company and such third party. 
 (g)        The Company hereby represents and warrants that the data, written and oral reports and other representations and information that the Company provided to
its investors (or their counsel) pertaining to the Company Intellectual Property, when taken as a whole, were 

  
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truthful and, to the Company’s knowledge, accurate in all material respects, and there was no omission therefrom which made such information misleading, or incomplete in any material way.

 2.11      Compliance with Other Instruments. The Company is not in violation or default
of any provision of its Restated Certificate or bylaws, each as amended and in effect on and as of the Closing. The Company is not in violation or default of any material provision of any instrument, mortgage, deed of trust, loan, contract,
commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties or assets are bound or, to the best of its knowledge, of any provision of any federal, state or local statute, rule or governmental
regulation. The execution, delivery and performance of and compliance with this Agreement and the Investor Rights Agreement, and the issuance and sale of the Shares and the Conversion Shares will not result in any such violation, be in conflict with
or constitute, with or without the passage of time or giving of notice, a default under any such provision, license, indenture, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation; or require any
consent or waiver under any such provision, license, indenture, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation (other than any consents or waivers that have been obtained); or result in the
creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such provision, license, indenture, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree,
order or obligation. 
 2.12      Permits. The Company has all franchises, permits,
licenses, and any similar authority necessary for the conduct of its business as now being conducted. The Company is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority. 

2.13      Environmental and Safety Laws. To its knowledge, the Company is not in violation of any
applicable statute, law, or regulation relating to the environment or occupational health and safety, and to its knowledge, no material expenditures by the Company are or will be required in order to comply with any such existing statute, law, or
regulation. 
 2.14      Title to Property and Assets. The Company has good and marketable
title to all of its properties and assets free and clear of all pledges, mortgages, liens security interests, charges and encumbrances, except liens for current taxes and assessments not yet due and possible minor liens and encumbrances which do
not, in any case, individually or in the aggregate, materially detract from the value of the property subject thereto or materially impair the ownership or use of said property or assets, or the operations of the Company. With respect to the
property and assets it leases, the Company is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of all liens, claims or encumbrances. The Company’s properties and assets are in good
condition and repair in all material respects. 
 2.15      Agreements; Action.

 (a)        Except for agreements contemplated by this Agreement, there are no
agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof other than standard option grants and stock purchase agreements entered into prior to the date of this
Agreement. 

  
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 (b)        There are no agreements, understandings,
instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments by the Company in excess of,
$100,000, other than in the ordinary course of business, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company other than standard commercial software licenses, (iii) provisions
restricting or adversely affecting the development, manufacture or distribution of the Company’s products or services, or (iv) indemnification by the Company with respect to infringements of proprietary rights other than indemnifications
entered into in the ordinary course of business. 
 (c)        For the purposes of
subsection (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are
affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. 

(d)        The Company is not a party to and is not bound by any contract, agreement or
instrument, or subject to any restriction under its Restated Certificate or its bylaws that adversely affects its business as now conducted, its properties or its financial condition. 

(e)        The Company is not a guarantor or indemnitor of any indebtedness of any other person
or entity. 
 (f)        The Company has not engaged in the past three months in any
discussion (i) with any representative of any entity or entities regarding the merger of the Company with or into any such entity or entities or any affiliate thereof, (ii) with any representative of any entity or any individual regarding
the sale, conveyance or disposition of all or substantially all of the assets of the Company or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company would be disposed of, or
(iii) regarding any other form of liquidation, dissolution or winding up of the Company. 

2.16      Financial Statements. The Company has made available to each Purchaser its audited
balance sheets dated as of December 31, 2006 and December 29, 2007, and the related statements of operations, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the fiscal years then ended. The
Company has also made available to each Purchaser unaudited balance sheet dated December 27, 2008 and the related statements of operations, convertible preferred stock and stockholders’ equity (deficit), and cash flows for the fiscal
year then ended. The Company has also made available to each Purchaser its unaudited preliminary balance sheet dated as of September 30, 2009, and the related statements of operations and cash flows for the period then ended (collectively, the
“Financial Statements”). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the
periods indicated. The Financial Statements accurately set out and describe the financial condition and operating results of the Company as of the date, and during the periods, indicated therein. Except as set forth in the Financial Statements, the
Company has no material liabilities, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to September 30, 2009, and (b) obligations under contracts and commitments incurred in the
ordinary course of business and not 

  
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required under generally accepted accounting principles to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate are not material to the financial
condition or operating results of the Company. 
 2.17      Changes. Since
September 30, 2009: 
 (a)        the Company has not (i) declared or paid
any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities outside the ordinary course of its business
individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $200,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for
reimbursable businesses expenses, (iv) sold, exchanged, assigned, transferred, licensed or otherwise disposed of any of its assets or rights (including Company Intellectual Property), other than the sale of its inventory in the ordinary course
of business, (v) waived or compromised a valuable right or a material debt owed to it, (vi) materially changed any compensation arrangement or agreement with any employee, officer, director or stockholder, or (vii) arranged or
committed to do any of the things described in this subsection (a); and 

(b)        there has not been (i) a loss of, or a material order cancellation by, any major
customer of the Company, (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, or financial condition of the Company, (iii) any change in the assets,
liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse, (iv) any
resignation or termination of any officer or key employee of the Company, and the Company is not aware of the impending resignation or termination of employment of any such officer, or (v) to the best of the Company’s knowledge, any other
event or condition of any character that would materially and adversely affect the business, properties, or financial condition of the Company. 
 2.18      Brokers or Finders. The Company has not agreed to incur, directly or indirectly, any liability for brokerage or finders’ fees, agents’ commissions
or other similar charges in connection with this Agreement or any of the transactions contemplated hereby. 

2.19      Qualified Small Business Stock. 

(a)        As of and immediately following the Closing, the Shares will meet each of the
requirements for qualification as “qualified small business stock” set forth in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation the following: (i) the
Company will be a domestic C corporation, (ii) the Company will not have made any purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding the Closing, and (iii) the Company’s (and
any predecessor’s) aggregate gross assets, as defined by Code Section 1202(d)(2), at no time from the date of incorporation of the Company and through the Closing have exceeded or will exceed $50 million, taking into account the
assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3). 

  
 -9-









 (b)        As of the Closing, at least 80% (by
value) of the assets of the Company are used by it in the active conduct of one or more qualified trades or businesses, as defined by Code Section 1202(e)(3), and the Company is an eligible corporation, as defined by Code
Section 1202(e)(4). 
 2.20      Employee Benefit Plans. The Company does not have
any Employee Benefit Plan as defined in the Employee Retirement Income Security Act of 1974 other than the Company’s 401(k) Plan. The Company is in material compliance with the terms of the Company’s 401(k) Plan and has not received notice
of any material increase in the costs of such plans. 
 2.21      Tax Matters. The Company
has filed all tax returns and reports as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due. The Company has not elected pursuant to the Code, to be
treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of
accounting, depreciation or amortization) that would have a material effect on the business, properties or condition (financial or otherwise) of the Company. None of the Company’s tax returns have ever been audited by any governmental
authorities. The Company has withheld or collected from each payment made to its employees the amount of all taxes (including without limitation, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes)
required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. 
 2.22      Insurance. The Company has in full force and effect fire and casualty insurance policies, with extended coverage, sufficient in amount (subject to reasonable
deductibles) to allow it to replace any of its properties that might be damaged or destroyed. The Company has obtained term life insurance payable to the Company on the lives of Stephen Quake and Gajus Worthington in the amount of $500,000. The
Company has in full force and effect directors and officers liability insurance, covering all of its directors, with aggregate coverage in the amount of $2,000,000. 
 2.23      Corporate Documents. The Restated Certificate and bylaws of the Company are in the form made available to the Purchasers. The copy of the minute books of the
Company made available to the Purchasers’ counsel contains true and correct minutes of all meetings of directors (including any committees thereof) and stockholders and all actions by written consent taken without a meeting by the directors and
stockholders since January 1, 2007. 
 2.24      Disclosure. The Company has fully
provided each Purchaser with all the information which such Purchaser has requested in connection with the purchase of the Shares hereunder, as well as all information which the Company in its judgment believes is reasonably necessary to enable such
Purchaser to make a decision as to whether to invest in the Company. Neither this Agreement with the exhibits hereto, nor any other statements, certificates or documents made or delivered in connection herewith or therewith, contains any untrue
statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. 

  
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 2.25      Offering. Subject in part to the truth and
accuracy of each Purchaser’s representations set forth in this Agreement, the offer, sale and issuance of the Shares and the Conversion Shares as contemplated by this Agreement is exempt from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”), and from the registration or qualification requirements of applicable state securities laws or blue sky laws, and neither the Company nor any authorized agent acting on its behalf will
take any action hereafter that would cause the loss of such exemption. 
 2.26      Returns
and Complaints. The Company has not received customer complaints concerning alleged defects in the design of its products that, if true, would have, individually or in the aggregate, a material adverse effect on its business, properties, or
financial condition. 
 3.        Representations and Warranties of the
Purchasers. Each Purchaser, individually and not jointly, hereby represents and warrants as of the Closing Date that: 

3.1        Experience. Such Purchaser is experienced in evaluating start-up companies
such as the Company, is able to evaluate and represent its own interests in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters such that Purchaser is capable of evaluating
the merits and risks of Purchaser’s prospective investment in the Company, and has the ability to bear the economic risks of its investment. 
 3.2        Investment. Such Purchaser is acquiring the Shares and the Conversion Shares, for investment for such Purchaser’s own account and not with
the view to, or for resale in connection with, any distribution thereof. Such Purchaser understands that the Shares and the Conversion Shares have not been registered under the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Such Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participation to any third person with respect to any of the Shares or the Conversion Shares, other than a transfer not involving a change of beneficial ownership. Such Purchaser understands and
acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the ground that the sale provided for in this Agreement is exempt from the registration requirements of the Securities Act.

 3.3        Rule 144. Such Purchaser acknowledges that the Shares and the
Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Such Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act
which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Such Purchaser covenants that, in the absence of an effective registration statement covering the stock in question, such
Purchaser will sell, transfer, or otherwise dispose of the Shares or the Conversion Shares only in a manner consistent with applicable securities laws and such Purchaser’s representations and covenants set forth in this Section 3. In
connection therewith, such Purchaser acknowledges that the Company will make a notation on its stock books regarding the restrictions on transfers set forth in this Section 3 and will transfer securities on the books of the Company only to the
extent not inconsistent therewith. 

  
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 3.4        Legends. Purchaser understands
and acknowledges that the certificates evidencing its Shares and the Conversion Shares will be imprinted with legends in the form set forth in Section 1.3 of the Investor Rights Agreement. 

3.5        No Public Market. Such Purchaser understands that no public market now exists
for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Shares or the Conversion Shares. 
 3.6        Access to Data. Such Purchaser has received and reviewed information about the Company and has had an opportunity to discuss the Company’s
business, management and financial affairs with its management and to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the
right of the Purchasers to rely thereon. 
 3.7        Authorization. This
Agreement when executed and delivered by such Purchaser will constitute a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to: (a) judicial principles respecting
election of remedies or limiting the availability of specific performance, injunctive relief, and other equitable remedies; (b) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally
relating to or affecting creditors’ rights; and (c) limitations on the enforceability of the indemnification provisions of the Investor Rights Agreement. 
 3.8        Accredited Investor. Such Purchaser acknowledges that it is an “accredited investor” as defined in Rule 501 of Regulation D as
promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. The principal address of such Purchaser is as set
forth on the Schedule of Purchasers. 
 3.9        Public Solicitation.
Purchaser knows of no public solicitation or advertisement of an offer in connection with the proposed issuance and sale of the Shares. 
 3.10      Tax Advisors. Purchaser has reviewed with Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where
applicable, and the transactions contemplated by this Agreement. Each Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that each Purchaser (and not the
Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 
 3.11      Purchaser Counsel. Purchaser acknowledges that it has had the opportunity to review this Agreement, the exhibits and the schedules attached hereto and the
transactions contemplated by this Agreement with Purchaser’s own legal counsel. Each Purchaser is relying solely on such counsel and not on any statements or representations of the Company or any of its agents for legal advice with respect to
this investment or the transactions contemplated by this Agreement. 
 3.12      Brokers or
Finders. The Company has not incurred and will not incur, directly or indirectly, as a result of any action taken by such Purchaser, any liability for brokerage or finders’ fees or agents’ commissions or any similar changes in
connection with this Agreement. 

  
 -12-









 3.13      Non-United States Persons. If Purchaser is
not a United States person, such Purchaser hereby represents that such Purchaser is satisfied as to the full observance of the laws of such Purchaser’s jurisdiction in connection with any invitation to subscribe for the Shares and the
Conversion Shares or any use of this Agreement, the Investor Rights Agreement and the Voting Agreement, including (a) the legal requirements within such Purchaser’s jurisdiction for the purchase of Shares and the Conversion Shares,
(b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase,
holding, redemption, sale or transfer of such securities. Such Purchaser’s subscription and payment for, and such Purchaser’s continued beneficial ownership of, the Shares and the Conversion Shares will not violate any applicable
securities or other laws of such Purchaser’s jurisdiction. 

4.        Conditions of Purchaser’s Obligations at Closing. The obligations of each
Purchaser under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against any Purchaser who does not consent in writing thereto: 

4.1        Amendment of Notes and Warrants. The Company and the holders of more than 50%
of the aggregate outstanding principal amount of the Notes shall have executed an amendment to the Notes and related warrants (the “Warrants”), pursuant to which, upon the Initial Closing, the outstanding principal amount of each
Note and all accrued and unpaid interest thereon will automatically convert into shares of Series E Preferred at a conversion price per share equal to the Purchase Price in accordance with the terms of this Agreement, and the Warrants will
become exercisable for shares of Series E Preferred at the Purchase Price. 

4.2        Minimum Cash Investment. At least $7.5 million of the Purchase Price to be
paid for the Shares sold at the Initial Closing shall consist of cash or wire transfers of immediately available funds. 

4.3        Representations and Warranties. The representations and warranties of the
Company contained in Section 2 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing. 

4.4        Performance. The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. 
 4.5        Compliance Certificate. The President of the Company shall deliver to each Purchaser at the Closing a certificate stating that the conditions
specified in Sections 4.3 and 4.4 have been fulfilled and stating that as of the Closing there shall have been no adverse change in the business, affairs, operations, properties, assets or condition of the Company. 

4.6        Blue Sky. The Company shall have obtained all necessary permits and
qualifications, if any, or secured an exemption therefrom, required by any state or country prior to the offer and sale of the Shares. 

  
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 4.7        Opinion of Company Counsel. Each
Purchaser in the Initial Closing shall have received from WSGR, counsel for the Company, an opinion, dated as of the Initial Closing, in the form attached hereto as Exhibit E. 

4.8        Investor Rights Agreement. The Company and each Purchaser shall have entered
into the Investor Rights Agreement. 
 4.9        Restated Certificate. The
Restated Certificate shall have been accepted for filing by the Delaware Secretary of State and shall be in full force and effect as of the Closing Date. 
 4.10      Corporate Proceedings; Waivers and Consents. All corporate and other proceedings to be taken and all waivers, consents and permits necessary or appropriate
for the consummation of the transactions contemplated by this Agreement will have been taken or obtained. 

4.11      Sublicense Agreement. Solely with respect to the obligations of Artemis Health, Inc.
(“Artemis”) as a Purchaser under this Agreement, the Company shall have executed and delivered to Artemis a sublicense agreement with Artemis in form and substance satisfactory to Artemis. The condition set forth in this
Section 4.11 shall apply only to the obligations of Artemis under this Agreement and not to the other Purchasers and this condition may be amended or waived solely by written instrument signed by both Artemis and the Company. 

5.        Conditions of the Company’s Obligations at Closing. The obligations of the
Company to each Purchaser under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions by that Purchaser: 
 5.1        Representations and Warranties. The representations and warranties of the Purchasers contained in Section 3 shall be true on and as of the
Closing with the same effect as though such representations and warranties had been made on and as of the Closing. 

5.2        Payment of Purchase Price. Each Purchaser shall have delivered the purchase
price to the Company against delivery of the Shares by the Company to such Purchaser, as set forth in Section 1.4 and subject to Section 1.5. 
 5.3        Blue Sky. The Company shall have obtained all necessary permits and qualifications, if any, or secured an exemption therefrom, required by any
state or country for the offer and sale of the Shares. 
 5.4        Investor Rights
Agreements. The Company and each Purchaser shall have entered into the Investor Rights Agreement. 

5.5        Restated Certificate. The Restated Certificate shall have been accepted for
filing by the Delaware Secretary of State and shall be in full force and effect as of the Closing Date. 

5.6        Proceedings and Documents. All corporate and other proceedings in connection
with the transactions contemplated at the Closing hereby, and all documents and instruments incident to these transactions, shall be reasonably satisfactory in substance to the Company and its counsel. 

  
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 6.        Miscellaneous. 

6.1        Governing Law; Jurisdiction. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed in all respects by the laws of the State of California, without regard to any provisions thereof relating to conflicts of laws among different jurisdictions. The
parties hereto agree to submit to the exclusive jurisdiction of the federal and state courts of San Mateo County, California, with respect to the breach or interpretation of this Agreement or the enforcement of any and all rights, duties,
liabilities, obligations, powers, and other relations between the parties arising under this Agreement. 

6.2        Indemnification. The Company shall indemnify, defend and hold each Purchaser
harmless against all liability, loss or damage (collectively, “Losses” and individually, a “Loss”) arising from any litigation, proceeding or dispute arising from such Purchaser’s status as a stockholder of the
Company other than Losses arising from such Purchaser’s gross negligence or willful misconduct, provided that such indemnification shall apply only to litigation, proceedings or disputes arising prior to the Company’s Initial Public
Offering (as defined in the Investor Rights Agreement) and the Company’s obligation to indemnify any Purchaser shall be limited in amount to the amount paid by such Purchaser for the purchase of such Purchaser’s Shares as set forth on
Exhibit A. The foregoing indemnity is not intended to supersede or replace the indemnification obligations of the parties set forth in Section 1.10 of the Investor Rights Agreement nor shall it be construed to limit any other rights and
remedies of the Purchasers under this Agreement or any other indemnification to which such Purchaser may be entitled under any other agreement of the Company. The foregoing indemnification rights are transferable only to Affiliates (as defined in
the Investor Rights Agreement) of a Purchaser. 
 6.3        Survival. The
representations, warranties, covenants and agreements made herein shall survive any investigation made by any Purchaser or the Company and the Closing of the transactions contemplated hereby; provided, however, that such representations and
warranties are only made as of the date of such execution and delivery and as of such Closing. 

6.4        Successors and Assigns. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that the rights of a Purchaser to purchase Shares at the Closing shall not be
assignable without the consent of the Company. 
 6.5        Entire Agreement;
Amendment. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof relating to the purchase of the Shares.
Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the holder or holders of greater than fifty percent (50%) of the then-outstanding Shares or
the Conversion Shares. Notwithstanding the foregoing, (i) Section 4.11 of this Agreement may only be amended, waived, discharged or terminated by written instrument signed by both the Company and Artemis, and (ii) any additional
purchaser pursuant to Section 1.3 may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and such purchaser shall be deemed a Purchaser hereunder. The parties agree that the
Schedule of Purchasers attached hereto as Exhibit A shall be updated automatically without any formal amendment to reflect the addition of any such 

  
 -15-









 
additional Purchaser. Any amendment or waiver effected in accordance with this Section 6.5 shall be binding upon the Purchasers and each transferee of the Shares (or the Common Stock
issuable upon conversion thereof), each future holder of all such securities, and the Company. 

6.6        Notices, Etc. All notices and other communications required or permitted
hereunder, shall be in writing and shall be personally delivered, sent by facsimile, mailed by registered or certified mail, postage prepaid, return receipt requested, or delivered by a nationally recognized overnight courier, addressed (a) if
to a Purchaser, at such Purchaser’s address or facsimile number set forth on the Schedule of Purchasers, or at such other address or facsimile number as such Purchaser shall have furnished to the Company in writing, or (b) if to the
Company, at its address or facsimile number set forth on the signature page to this Agreement addressed to the attention of the Corporate Secretary, or at such other address or facsimile number as the Company shall have furnished to the Purchasers.
Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery or delivery by telecopier, on the date of such delivery, (ii) in the case of a commercial overnight courier, on the next business
day after the date when sent and (iii) in the case of mailing, on the fifth business day following that on which the piece of mail containing such communication is posted. 

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

6.8        California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE
SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT. 
 6.9        Finder’s Fee. The
Company and each Purchaser shall each indemnify and hold the other harmless from any liability for any commission or compensation in the nature of a finder’s fee (including the costs, expenses and legal fees of defending against such liability)
for which the Company or the Purchasers, or any of their respective partners, employees, or representatives, as the case may be, is responsible. 

  
 -16-









 6.10      Expenses. The Company and each Purchaser
shall bear its own expenses and legal fees incurred on its behalf with respect to this Agreement and the transactions contemplated hereby, provided, however, that if a Closing is effected, the Company shall reimburse the reasonable documented fees
of one counsel for the Purchasers, such amount not to exceed $25,000, by wire transfer at such Closing. 

6.11      Waiver of Conflict. Each of the Purchasers and the Company acknowledges that WSGR may
have represented and may currently represent Purchasers. In the course of such representation, WSGR may have come into possession of confidential information relating to such Purchasers. Each of the Purchasers and the Company acknowledges that WSGR
is representing only the Company in this transaction. Pursuant to Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California, an attorney must avoid representations in which the attorney has or had a relationship with
another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each of the Purchasers and the Company hereby waives any actual or potential conflict of interest that may
arise in this financing as a result of WSGR’s representation of such persons or entities, WSGR’s possession of such confidential information and the participation by WSGR’s affiliate in the financing. Each of the Purchasers and the
Company represents that it has had the opportunity to consult with independent counsel concerning the giving of this waiver. 

6.12      Severability. In the event that any provision of this Agreement becomes or is declared by
a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic
benefit of this Agreement to any party. 
 6.13      Counterparts; Facsimile. This
Agreement may be executed in any number of counterparts, each of which may be executed by less than all Purchasers, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall
constitute one instrument. This Agreement may be executed by facsimile signature. 

6.14      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. 

6.15      Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any
person, firm or corporation (including without limitation any other Purchaser), other than the Company and its officers and directors (acting in their capacity as representatives of the Company), in deciding to invest and in making its investment in
the Company. Each Purchaser agrees that no other Purchaser nor the respective controlling persons, officers, directors, partners, agents or employees of any other Purchaser shall be liable to such Purchaser for any losses incurred by such Purchaser
in connection with its investment in the Company. 
 6.16      Like Treatment of Holders.
The Company shall not directly or indirectly pay or cause to be paid any consideration, whether by way of interest, fee, payment for the redemption or exchange of Preferred Stock, or otherwise to any holder of Preferred Stock for or as inducement
to, any consent, waiver or amendment of any term or provision of the Preferred Stock, this Agreement or the Investor Rights Agreement unless equivalent consideration is offered on equivalent terms and


  
 -17-









 
conditions to all Purchasers of Preferred Stock under this Agreement bound by such consent, waiver or amendment. 
 6.17      Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT. 
 ***** 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 COMPANY:
	  	
		  	FLUIDIGM CORPORATION
			
		  	By:	 	 /s/ Gajus V. Worthington

		  		 	 Gajus V. Worthington,

		  		 	 President and Chief Executive Officer

		
		  	Address:
			
		  		 	7000 Shoreline Court, Suite 100
		  		 	South San Francisco, CA 94080


[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	 ARTEMIS HEALTH, INC.

a Delaware Corporation

			
		  	By:	 	 /s/ Phyllis Whiteley

			
		  	Name:	 	 Phyllis Whiteley

			
		  	Title:	 	 Chief Executive Officer



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	 EUCLIDSR PARTNERS, L.P.

			
		  	By:	 	 EuclidSR Associates, L.P.,

its General Partner

			
		  	By:	 	 /s/ Raymond J. Whitaker

			
		  	Name:	 	 Raymond J. Whitaker

			
		  	 Title:
	 	 General Partner

		
		  	 EUCLIDSR BIOTECHNOLOGY PARTNERS, L.P.

			
		  	 By:
	 	EuclidSR Biotechnology Associates, L.P., its General Partner
			
		  	 By:
	 	 /s/ Raymond J. Whitaker

			
		  	 Name:
	 	 Raymond J. Whitaker

			
		  	 Title:
	 	 General Partner



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	 INTERWEST PARTNERS VII, L.P.

			
		  	By:	 	 InterWest Management Partners VII, LLC, 
 its General Partner

			
		  	By:	 	 /s/ Michael Sweeney

			
		  	Name:	 	 Michael Sweeney

			
		  	Title:	 	 As agent for the general partner

		
		  	 INTERWEST INVESTORS VII, L.P.

			
		  	By:	 	 InterWest Management Partners VII,
 LLC, 
 its General Partner

			
		  	By:	 	 /s/ Michael Sweeney

			
		  	Name:	 	 Michael Sweeney

			
		  	Title:	 	 As agent for the general partner



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 VERSANT AFFILIATES FUND 1-A, L.P.

	 	  	 VERSANT AFFILIATES FUND 1-B, L.P.

	 	  	 VERSANT SIDE FUND I, L.P.

	 	  	 VERSANT VENTURE CAPITAL I, L.P.

			
		  	By:	 	 Versant Ventures I, LLC
 its
General Partner

			
		  	By:	 	 /s/ Samuel D. Colella

			
		  	Name:	 	 Samuel D. Colella

			
		  	Title:	 	 Managing Director



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 BIOMEDICAL SCIENCES INVESTMENT FUND
PTE
 LTD

			
		  	By:	 	 /s/ Chu Swee Yeok

			
		  	Name:	 	 Chu Swee Yeok

			
		  	Title:	 	 Director


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 WS INVESTMENT COMPANY, LLC (2009A)

			
		  	By:	 	 /s/ James A. Terranova

			
		  	Name:	 	  

			
		  	Title:	 	  

		
		  	 WS INVESTMENT COMPANY, LLC (2009C)

			
		  	By:	 	 /s/ James A. Terranova

			
		  	Name:	 	  

			
		  	Title:	 	  


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 ALLOY VENTURES 2005, L.P.

			
		  	By:	 	 Alloy Ventures 2005, LLC
 its
General Partner

			
		  	By:	 	 /s/ Craig C. Taylor

			
		  	Name:	 	 Craig C. Taylor

			
		  	Title:	 	 Managing Member of Alloy Ventures 2005 LLC
 Managing Member of Alloy Ventures 2005, L.P.

		
		  	 ALLOY VENTURES 2002, L.P.

		  	 ALLOY PARTNERS 2002, L.P.

			
		  	By:	 	 Alloy Ventures 2002, LLC
 its
General Partner

			
		  	By:	 	 /s/ Craig C. Taylor

			
		  	Name:	 	 Craig C. Taylor

			
		  	Title:	 	 Managing Member of Alloy Ventures 2002 LLC
 Managing Member of Alloy Partners 2002, L.P.
 and Alloy Ventures 2002,
L.P.


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009]








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

			
	PURCHASERS:	  	
		
		  	 /s/ Bruce Burrows

		  	            BRUCE BURROWS


[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 ROBERT F. KORNEGAY, JR. REVOCABLE
TRUST
 U/D/T DATED MAY 27,
2004,
 ROBERT F. KORNEGAY, JR., TRUSTEE

			
		  	By:	 	 /s/ Robert F. Kornegay

			
		  	Name:	 	 Robert F. Kornegay

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 ALLIANCEBERNSTEIN VENTURE FUND I,
L.P.

			
		  	By:	 	 AllianceBernstein ESG Venture Management,
 L.P., its general partner

			
		  	By:	 	 AllianceBernstein Global Derivatives
 Corporation, its general partner


  

					
			
		  	 By:
	 	 /s/ Mona Bhalla

			
		  	 Name:
	 	 Mona Bhalla

			
		  	Title:	 	 Vice President



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 SIGHTLINE HEALTHCARE FUND III,
L.P.

			
		  	By:	 	 /s/ Maureen Harder

			
		  	Name:	 	 Maureen Harder

			
		  	Title:	 	 Managing Director



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 CROSS CREEK CAPITAL, L.P.

			
		  	By:	 	 Cross Creek Capital GP, L.P.,

its Sole General Partner

			
		  	By:	 	 Cross Creek Capital, LLC,
 its
Sole General Partner

			
		  	By:	 	 Wasatch Advisors, Inc.,
 its
Sole Member

			
		  	By:	 	 /s/ Daniel Thurber

			
		  	Name:	 	 Daniel Thurber

			
		  	Title:	 	 Vice President



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 CROSS CREEK CAPITAL EMPLOYEES’ FUND,
L.P.

			
		  	By:	 	 Cross Creek Capital GP, L.P.,

its Sole General Partner

			
		  	By:	 	 Cross Creek Capital, LLC,
 its
Sole General Partner

			
		  	By:	 	 Wasatch Advisors, Inc.,
 its
Sole Member

			
		  	By:	 	 /s/ Daniel Thurber

			
		  	Name:	 	 Daniel Thurber

			
		  	Title:	 	 Vice President



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 WASATCH FUNDS, INC.

		  	 Wasatch Small Cap Growth Fund

			
		  	By:	 	 Wasatch Advisors, Inc.,
 its
Investment Adviser

			
		  	By:	 	 /s/ Daniel Thurber

			
		  	Name:	 	 Daniel Thurber

			
		  	Title:	 	 Vice President



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 SMALLCAP WORLD FUND, INC.

			
		  	By:	 	 Capital Research and Management Company,
 its investment adviser

			
		  	By:	 	 /s/ Michael J. Downer

			
		  	Name:	 	 Michael J. Downer

			
		  	 Title:
	 	 Senior Vice President and
Secretary


  

									
		 		 	 Approved for Signature
  

by CRMC Legal Dept.
	  	 L2C  
	 	

 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009]








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 IN-Q-TEL, INC.

			
		  	By:	 	 /s/ Matt Strottman

			
		  	Name:	 	 Matt Strottman

			
		  	Title:	 	 CFO


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 LEERINK SWANN HOLDINGS, LLC

			
		  	By:	 	 /s/ [Illegible]

			
		  	Name:	 	  

			
		  	Title:	 	  

		
		  	 LEERINK SWANN CO-INVESTMENT
FUND,
 LLC

			
		  	By:	 	 /s/ Joseph R. Gentile

			
		  	Name:	 	 Joseph R. Gentile

			
		  	Title:	 	 Management & Committee Member



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 TECHNOGEN LIQUIDATING TRUST

			
		  	By:	 	 /s/ Isaac Stein

			
		  	Name:	 	 Isaac Stein

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 MARKWELL PARTNERS

			
		  	By:	 	 /s/ [Illegible]

			
		  	Name:	 	 [Illegible]

			
		  	Title:	 	 Managing Partner



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 KILEY REVOCABLE TRUST

			
		  	By:	 	 /s/ Thomas D. Kiley

			
		  	Name:	 	 Thomas D. Kiley

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 STANLEY D. HAYDEN, AND HIS
SUCCESSOR(S),
 AS THE TRUSTEE OF
THE STANLEY D.
 HAYDEN FAMILY TRUST

			
		  	By:	 	 /s/ Stanley D. Hayden

			
		  	Name:	 	 Stanley D. Hayden

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	 J.F. SHEA CO., INC. AS NOMINEE
1999-114

			
		  	By:	 	 /s/ Ronald L. Lakey

			
		  	Name:	 	 Ronald L. Lakey

			
		  	Title:	 	 Vice President



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

			
	PURCHASERS:	  	
		
		  	 /s/ Fredrick Stern

		  	            FREDRICK STERN


[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ George S. Taylor

		 		 	 GEORGE S. TAYLOR


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ James W. Larrick M.D.

		 		 	 JAMES W. LARRICK M.D.



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Stephen L. Parry

		 		 	 STEPHEN L. PARRY


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Thomas J. Parry

		 		 	 THOMAS J. PARRY


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Peter B. Dervan

		 		 	 PETER B. DERVAN


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ John M. Harland

		 		 	 JOHN M. HARLAND


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Matthew Frank

		 		 	 MATTHEW FRANK


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Alejandro Berenstein M.D.

		 		 	 ALEJANDRO BERENSTEIN M.D.



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Patrick Tenney

		 		 	 PATRICK TENNEY


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Herbert L. Heyneker

		 		 	 HERBERT L. HEYNEKER


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	 STEPHEN J. WEISS AND URSULA G. WEISS,
TRUSTEES OF THE WEISS FAMILY TRUST
 1996
TRUST

			
		  	By:	 	 /s/ Stephen J. Weiss

			
		  	Name:	 	 Stephen J. Weiss

			
		  	Title:	 	 Trustee

		
		  	 /s/ Stephen J. Weiss

		  	 STEPHEN J. WEISS



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Paul Machle

		 		 	 PAUL MACHLE


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Fred St. Goar

		 		 	 FRED ST. GOAR



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Gary R. Bang

		 		 	 GARY R. BANG


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Michael H. McKay

		 		 	 MICHAEL H. MCKAY



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Alfred J. Mandel

		 		 	 ALFRED J. MANDEL


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Peter S. Heinecke

		 		 	 PETER S. HEINECKE


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Pauline van Ysendoorn

		 		 	 PAULINE VAN YSENDOORN



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ Erik Van Der Burg

		 		 	 ERIK VAN DER BURG



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	CLARK-BOYD FAMILY TRUST
			
		  	By:	 	 /s/ Kenneth A. Clark

			
		  	Name:	 	  

			
		  	Title:	 	  

		
		  	 Kenneth A. Clark

		  	 KENNETH A. CLARK



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	ANALIZA, INC.
			
		  	By:	 	 /s/ Arnon Chait

			
		  	Name:	 	 Arnon Chait

			
		  	Title:	 	 President


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	 		 	
			
		 		 	 /s/ John E. Strobeck PhD M.D.

		 		 	 JOHN E. STROBECK PHD M.D.



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	ADVISORY TRUST COMPANY OF DELAWARE, CUSTODIAN FOR
SANDRA KAY ROTH IRA
			
		  	By:	 	 /s/ Ramona Cisneros

			
		  	Name:	 	 Ramona Cisneros

			
		  	Title:	 	 Trust Administrator



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	NR07, LLC
			
		  	By:	 	 /s/ Sumner Rosenberg

			
		  	Name:	 	 Sumner Rosenberg

			
		  	Title:	 	 Manager


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	TTC FUND I, LLC
			
		  	By:	 	 /s/ Philip H. Albert

			
		  	Name:	 	 Philip H. Albert

			
		  	Title:	 	  


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	ERIK T. ENGELSON, TRUSTEE OF THE ERIK T.
ENGELSON
TRUST UTD DATED MARCH 29,
2000
			
		  	By:	 	 /s/ Erik T. Engelson

			
		  	Name:	 	 Erik T. Engelson

			
		  	Title:	 	 Trustee

		
		  	ERIK T. ENGELSON, TRUSTEE OF THE
ELISABETH NORTH
KUECHLER ENGELSON
TRUST UTA DATED JANUARY 17, 2001
			
		  	By:	 	 /s/ Erik T. Engelson

			
		  	Name:	 	 Erik T. Engelson

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	ROBERT D. MCCULLOCH AND KATHLEEN M.
MCCULLOCH,
TRUSTEES OR THEIR
SUCCESSOR(S) OF THE ROBERT D.
MCCULLOCH AND
KATHLEEN M.
MCCULLOCH FAMILY TRUST DATED
NOVEMBER 19, 1997
			
		  	By:	 	 /s/ Robert McCulloch

			
		  	Name:	 	 Robert McCulloch

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	ADVISORY TRUST COMPANY OF DELAWARE,
CUSTODIAN FOR
FRANK RUDERMAN ROTH
IRA
			
		  	By:	 	 /s/ Ramona Cisneros

			
		  	Name:	 	 Ramona Cisneros

			
		  	Title:	 	 Trust Administrator



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	THE CONDON FAMILY TRUST
			
		  	By:	 	 /s/ Thomas J. Condon

			
		  	Name:	 	 Thomas J. Condon

			
		  	Title:	 	 TTE


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	HEALTH CARE ADMINISTRATION COMPANY
			
		  	By:	 	 /s/ Gary L. Bowers

			
		  	Name:	 	 Gary L. Bowers

			
		  	Title:	 	 President


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	GLAXOSMITHKLINE LLC
			
		  	By:	 	 /s/ William J. Mosher

			
		  	Name:	 	 William J. Mosher

			
		  	Title:	 	 Vice President & Secretary



[Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	BURWEN FAMILY TRUST U/D/T DATED
9/30/88
			
		  	By:	 	 /s/ David M. Burwen

			
		  	Name:	 	 David M. Burwen

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	MICHAEL J. REARDON TRUST AGREEMENT DATED JUNE 5,
1996
			
		  	By:	 	 /s/ Michael J. Reardon

			
		  	Name:	 	 Michael J. Reardon

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	HENRY P. MASSEY, JR. TTEE MASSEY FAMILY TRUST
U/A DTD 7/06/88
			
		  	By:	 	 /s/ Henry P. Massey, Jr.

			
		  	Name:	 	 Henry P. Massey, Jr.

			
		  	Title:	 	 Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	THE V FOUNDATION FOR CANCER RESEARCH
			
		  	By:	 	 /s/ Nick Valvano

			
		  	Name:	 	 Nick Valvano

			
		  	Title:	 	 CEO


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	 PURCHASERS:
	  	LEO J. PARRY, JR. AND ROBERTA J. PARRY TTEES PARRY
FAMILY REVOCABLE TRUST DTD 01/22/97
			
		  	By:	 	 /s/ Leo J. Parry, Jr. and Roberta J. Parry

			
		  	Name:	 	 Leo J. Parry, Jr. and Roberta J. Parry

			
		  	Title:	 	 Trustees


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	WILLIAM S. BROWN AND BARBARA G.
BROWN, OR THEIR
SUCCESSORS, AS TRUSTEES
OF THE BROWN FRT DTD 3/10/99
			
		  	By:	 	 /s/ William S. Brown

			
		  	Name:	 	 William S. Brown

			
		  	Title:	 	 Co-Trustee

			
		  	By:	 	 /s/ Barbara G. Brown

			
		  	Name:	 	 Barbara G. Brown

			
		  	Title:	 	 Co-Trustee


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

					
	PURCHASERS:	  	2008 STEPHEN RONALD QUAKE AND ATHINA
PEIOU-QUAKE
REVOCABLE TRUST DATED
AUGUST 14, 2008
			
		  	By:	 	 /s/ Stephen Quake

			
		  	Name:	 	 Stephen Quake

			
		  	Title:	 	  


 [Signature page to Series E Preferred Stock Purchase Agreement – November 2009] 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
 EXHIBIT A 
 SCHEDULE OF PURCHASERS 
  

																	
	 	 	 	 	 
	 Name and Address of
Purchaser
  
	  	 Number of
Series E
Shares

 
	 	  	 Cash
Investment
Amount

 
	 	  	 Outstanding
Indebtedness
Converted

 
	 	  	 Total Purchase
Price

 
	 
	  

ARTEMIS HEALTH, INC.

 
 Address for all notices:

 

        1531 Industrial Road

        San Carlos, CA 94070

        Attn: Richard Rava

 
	  	  
  
	  
 535,714
	  
   
	  	  
  
	  
 $7,499,996.00
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $7,499,996.00
	  

  

	  
 ALLIANCEBERNSTEIN VENTURE FUND I, L.P.
  

Address for all notices:
  

        AllianceBernstein ESG Venture Management, L.P.

        1345 Avenue of the Americas

        New York, NY 10105

        Attn: Greg Raskin

 
	  	  
  
	  
 17,590
	  

  
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $246,260.00
	  

  
	  	  
  
	  
 $246,260.00
	  

  

	  

ALLOY PARTNERS 2002, L.P.

 
 Address for all notices:

 

        Alloy Ventures

        400 Hamilton Avenue

        4th Floor

        Palo Alto, CA 94301

        Attn: Michael W. Hunkapiller

 
	  	  
  
	  
 657
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $9,198.00
	  
   
	  	  
  
	  
 $9,198.00
	  

  

	  
 ALLOY VENTURES 2002, L.P.
  

Address for all notices:
  

        Alloy Ventures

        400 Hamilton Avenue

        4th Floor

        Palo Alto, CA 94301

        Attn: Michael W. Hunkapiller

 
	  	  
  
	  
 24,356
	  

  
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $340,984.00
	  

  
	  	  
  
	  
 $340,984.00
	  

  

	  

ALLOY VENTURES 2005, L.P.

 
 Address for all notices:

 

        Alloy Ventures

        400 Hamilton Avenue

        4th Floor

        Palo Alto, CA 94301

        Attn: Michael W. Hunkapiller

 
	  	  
  
	  
 25,013
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $350,182.00
	  
   
	  	  
  
	  
 $350,182.00
	  

  



  
 A-1









  

																	
	 	 	 	 	 
	 Name and Address of Purchaser
  
	  	
Number of
Series E
Shares

 
	 	  	
Cash
Investment
Amount
  
	 	  	
Outstanding
Indebtedness
Converted

 
	 	  	
Total Purchase
Price
  
	 
	  

BIOMEDICAL SCIENCES INVESTMENT FUND
PTE LTD
  
 Address for all notices:
  
         c/o Economic Development Board
         (EDB) Biomedical Sciences Group
         250 North Bridge Road
         #20-02 Raffles City Tower
         Singapore 179101
         Attn: Laura Chang
  

With a copy to:
  

        Mun Yew Wong

        250A Twin Dolphin Drive

        Redwood City, CA 94065

 
	  	  
  
	  

120,743
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$1,690,402.00
	  
   
	  	  
  
	  

$1,690,402.00
	  
   

	  

BRUCE BURROWS

 
 Address for all notices:

 

        P.O. Box 802948

        Santa Clarita, CA 91380-2948

 
	  	  
  
	  

48,213
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$674,982.00
	  
   
	  	  
  
	  

$674,982.00
	  
   

	  

EUCLIDSR BIOTECHNOLOGY PARTNERS, L.P.

 
 Address for all notices:

 

        EuclidSR Partners

        45 Rockefeller Plaza

        Suite 1410

        New York, NY 10111

        Attn: Raymond Whitaker

 
	  	  
  
	  

32,829
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$459,606.00
	  
   
	  	  
  
	  

$459,606.00
	  
   

	  

EUCLIDSR PARTNERS, L.P.

 
 Address for all notices:

 

        EuclidSR Partners

        45 Rockefeller Plaza

        Suite 1410

        New York, NY 10111

        Attn: Raymond Whitaker

 
	  	  
  
	  

32,829
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$459,606.00
	  
   
	  	  
  
	  

$459,606.00
	  
   

	  

INTERWEST PARTNERS VII, L. P.

 
 Address for all notices:

 

        2710 Sand Hill Road

        Second Floor

        Menlo Park, CA 94025

        Attn: Michael Sweeney

 
	  	  
  
	  

48,306
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$676,284.00
	  
   
	  	  
  
	  

$676,284.00
	  
   

	  

INTERWEST INVESTORS VII, L.P.

 
 Address for all notices:

 

        2710 Sand Hill Road

        Second Floor

        Menlo Park, CA 94025

        Attn: Michael Sweeney

 
	  	  
  
	  

2,313
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$32,382.00
	  
   
	  	  
  
	  

$32,382.00
	  
   



  
 A-2









  

																	
	 	 	 	 	 
	 Name and Address of Purchaser
  
	  	
Number of
Series E
Shares

 
	 	  	
Cash
Investment
Amount
  
	 	  	
Outstanding
Indebtedness
Converted

 
	 	  	
Total Purchase
Price
  
	 
	  

IN-Q-TEL, INC.

 
 Address for all notices:

 

        2107 Wilson Blvd.

        Suite 1100

        Arlington, VA 22201

        Attn: Brian Smith

 
	  	  
  
	  

3,770
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$52,780.00
	  
   
	  	  
  
	  

$52,780.00
	  
   

	  

FIDELITY CONTRAFUND: FIDELITY ADVISOR
NEW INSIGHTS FUND
  
 Address for all notices:
  
         Fidelity Investments
         82 Devonshire Street
         Suite V13H

        Boston, MA 02109

        Attn: Andrew Boyd

 
	  	  
  
	  

6,448
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$90,272.00
	  
   
	  	  
  
	  

$90,272.00
	  
   

	  

FIDELITY CONTRAFUND:

FIDELITY CONTRAFUND

 
 Address for all notices:

 

        Fidelity Investments

        82 Devonshire Street

        Suite V13H

        Boston, MA 02109

        Attn: Andrew Boyd

 
	  	  
  
	  

58,835
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$823,690.00
	  
   
	  	  
  
	  

$823,690.00
	  
   

	  

VARIABLE INSURANCE PRODUCTS FUND II:
CONTRAFUND
 PORTFOLIO

 
 Address for all notices:

 

        Fidelity Investments

        82 Devonshire Street

        Suite V13H

        Boston, MA 02109

        Attn: Andrew Boyd

 
	  	  
  
	  

18,481
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$258,734.00
	  
   
	  	  
  
	  

$258,734.00
	  
   

	  

SMALLCAP WORLD FUND, INC.

 
 Address for all notices:

 

        c/o Capital Research and Management Co.

        333 S. Hope Street, 55th Floor

        Los Angeles, CA 90071

        Attn: Walt Burkley

 
	  	  
  
	  

58,685
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$821,590.00
	  
   
	  	  
  
	  

$821,590.00
	  
   

	  

VERSANT AFFILIATES FUND 1-A, L.P.

 
 Address for all notices:

 

        3000 Sand Hill Road

        Bldg. 4, Suite 210

        Menlo Park, CA 94025

        Attn: Samuel Colella

 
	  	  
  
	  

1,322
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$18,508.00
	  
   
	  	  
  
	  

$18,508.00
	  
   

	  

VERSANT AFFILIATES FUND 1-B, L.P.

 
 Address for all notices:

 

        3000 Sand Hill Road

        Bldg. 4, Suite 210

        Menlo Park, CA 94025

        Attn: Samuel Colella

 
	  	  
  
	  

3,902
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$54,628.00
	  
   
	  	  
  
	  

$54,628.00
	  
   



  
 A-3









  

																	
	 	 	 	 	 
	 Name and
Address of Purchaser
  
	  	
Number of
Series E
Shares

 
	 	  	
Cash
Investment
Amount
  
	 	  	
Outstanding
Indebtedness
Converted

 
	 	  	
Total Purchase
Price
  
	 
	  

VERSANT SIDE FUND I, L.P.

 
 Address for all notices:

 

        3000 Sand Hill Road

        Bldg. 4, Suite 210

        Menlo Park, CA 94025

        Attn: Samuel Colella

 
	  	  
  
	  

1,503
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$21,042.00
	  
   
	  	  
  
	  

$21,042.00
	  
   

	  

VERSANT VENTURE CAPITAL I, L.P.

 
 Address for all notices:

 

        3000 Sand Hill Road

        Bldg. 4, Suite 210

        Menlo Park, CA 94025

        Attn: Samuel Colella

 
	  	  
  
	  

72,079
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$1,009,106.00
	  
   
	  	  
  
	  

$1,009,106.00
	  
   

	  

LEHMAN BROTHERS HEALTHCARE VENTURE
CAPITAL, L.P.
  

Address for all notices:
  

        1271 Sixth Avenue

        4th Floor

        New York, NY 10020

        Attn: Faruk K. Amin

 
	  	  
  
	  

12,376
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$173,264.00
	  
   
	  	  
  
	  

$173,264.00
	  
   

	  

LEHMAN BROTHERS OFFSHORE PARTNERSHIP
ACCOUNT
 2000/2001, L.P.

 
 Address for all notices:

 

        1271 Sixth Avenue

        4th Floor

        New York, NY 10020

        Attn: Faruk K. Amin

 
	  	  
  
	  

2,768
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$38,752.00
	  
   
	  	  
  
	  

$38,752.00
	  
   

	  

LEHMAN BROTHERS P.A., LLC

 
 Address for all notices:

 

        1271 Sixth Avenue

        4th Floor

        New York, NY 10020

        Attn: Faruk K. Amin

 
	  	  
  
	  

23,689
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$331,646.00
	  
   
	  	  
  
	  

$331,646.00
	  
   

	  

LEHMAN BROTHERS PARTNERSHIP ACCOUNT 2000/2001,
L.P.
  
 Address for all
notices:
  

        1271 Sixth Avenue

        4th Floor

        New York, NY 10020

        Attn: Faruk K. Amin

 
	  	  
  
	  

10,673
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$149,422.00
	  
   
	  	  
  
	  

$149,422.00
	  
   

	  

LILLY BIOVENTURES, ELI
LILLY & COMPANY
  
 Address for all notices:
  
         Lilly Ventures
         115 W. Washington
         Suite 1680

        Indianapolis, 46204

        Attn: Ed Torres

 
	  	  
  
	  

27,846
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$389,844.00
	  
   
	  	  
  
	  

$389,844.00
	  
   



  
 A-4









  

																	
	 	 	 	 	 
	 Name and Address of
Purchaser
  
	  	 Number of
Series E
Shares

 
	 	  	 Cash
Investment
Amount

 
	 	  	 Outstanding
Indebtedness
Converted

 
	 	  	 Total Purchase
Price

 
	 
	  

CROSS CREEK EMPLOYEES’ FUND,
L.P.
  
 Address for all
notices:
  

        150 Social Hall Avenue

        4th Floor

        Salt Lake City, UT 84111

        Attn: Karey Barker

 
	  	  
  
	  
 749
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $10,486.00
	  
   
	  	  
  
	  
 $10,486.00
	  

  

	  

CROSS CREEK CAPITAL, L.P.

 
 Address for all notices:

 

        150 Social Hall Avenue

        4th Floor

        Salt Lake City, UT 84111

        Attn: Karey Barker

 
	  	  
  
	  

7,627
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$106,778.00
	  
   
	  	  
  
	  

$106,778.00
	  
   

	  

WASATCH FUNDS, INC.

 
 Address for all notices:

 

        150 Social Hall Avenue

        4th Floor

        Salt Lake City, UT 84111

        Attn: Karey Barker

 
	  	  
  
	  

8,376
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$117,264.00
	  
   
	  	  
  
	  

$117,264.00
	  
   

	  

INVUS, L.P.
  

Address for all notices:
  

        The Invus Group, LLC

        750 Lexington Avenue

        30th Floor

        New York, NY 10022

        Attn: Philippe Amouyal

 
	  	  
  
	  

23,933
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$335,062.00
	  
   
	  	  
  
	  

$335,062.00
	  
   

	  

SIGHTLINE HEALTHCARE FUND III, L.P.

 
 Address for all notices:

 

        50 S. Sixth Street, Suite 1390

        Minneapolis, MN 55402

        Attn: Buzz Benson

 
	  	  
  
	  

18,164
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$254,296.00
	  
   
	  	  
  
	  

$254,296.00
	  
   

	  

GENERAL ELECTRIC CAPITAL
CORPORATION
  
 Address for all notices:
  
         500 W. Monroe
         14th Floor

        Chicago, IL 60661

        Attn: Brent Shepherd

 
	  	  
  
	  

11,841
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$165,774.00
	  
   
	  	  
  
	  

$165,774.00
	  
   

	  

TECHNOGEN LIQUIDATING TRUST

 
 Address for all notices:

 

        61 Monte Vista Avenue

        Atherton, CA 94027

        Attn: Isaac Stein

 
	  	  
  
	  

5,270
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$73,780.00
	  
   
	  	  
  
	  

$73,780.00
	  
   



  
 A-5









  

																	
	 	 	 	 	 
	 Name and Address of
Purchaser
  
	  	 Number of
Series E
Shares

 
	 	  	 Cash
Investment
Amount

 
	 	  	 Outstanding
Indebtedness
Converted

 
	 	  	 Total Purchase
Price

 
	 
	  

ABT HOLDING COMPANY

 
 Address for all notices:

 

        3201 Carnegie Avenue

        Cleveland, OH 44115-2634

        Attn: Laura Campbell

 
	  	  
  
	  
 998
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $13,972.00
	  
   
	  	  
  
	  
 $13,972.00
	  

  

	  

OCULUS PHARMACEUTICALS, INC.

 
 Address for all notices:

 

        3201 Carnegie Avenue

        Cleveland, OH 44115-2634

        Attn: Laura Campbell

 
	  	  
  
	  

1,363
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$19,082.00
	  
   
	  	  
  
	  

$19,082.00
	  
   

	  

KILEY REVOCABLE TRUST

 
 Address for all notices:

 

        986 Baileyana Road

        Hillsborough, CA 94010

        Attn: Thomas D. Kiley

 
	  	  
  
	  

1,920
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$26,880.00
	  
   
	  	  
  
	  

$26,880.00
	  
   

	  

HEALTH CARE ADMINISTRATION
COMPANY
  
 Address for all notices:
  
         845 Proton Road
         San Antonio, TX 78258
         Attn: Gary Bowers
  
	  	  
  
	  

1,195
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$16,730.00
	  
   
	  	  
  
	  

$16,730.00
	  
   

	  

JACARANDA PARTNERS

 
 Address for all notices:

 

        427 South Marengo Avenue

        Bungalow No. 3

        Pasadena, CA 91101

        Attn: Michael Dooling

 
	  	  
  
	  

913
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$12,782.00
	  
   
	  	  
  
	  

$12,782.00
	  
   

	  

BURWEN FAMILY TRUST
U/D/T DATED 9/30/08
  
 Address for all notices:
  
         1114 Blue Lake Square
         Mountain View, CA 94040
         Attn: David M. Burwen
  
	  	  
  
	  

781
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$10,934.00
	  
   
	  	  
  
	  

$10,934.00
	  
   

	  

THE V FOUNDATION FOR CANCER
RESEARCH
  
 Address for all notices:
  
         3106 Towerview Court
         Cary, NC 27513
         Attn: Nick Valvano
  
	  	  
  
	  

323
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$4,522.00
	  
   
	  	  
  
	  

$4,522.00
	  
   

	  

JOHN M. HARLAND

 
 Address for all notices:

 

        25 Woodmill Drive

        Redwood City, CA 94061

 
	  	  
  
	  

591
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$8,274.00
	  
   
	  	  
  
	  

$8,274.00
	  
   

	  

HEATH LUKATCH

 
 Address for all notices:

 

        303 Grandview Drive

        Woodside, CA 94062-4386

 
	  	  
  
	  

332
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$4,648.00
	  
   
	  	  
  
	  

$4,648.00
	  
   



  
 A-6









  

																	
	 	 	 	 	 
	 Name and Address of Purchaser
  
	  	
Number of
Series E
Shares

 
	 	  	
Cash
Investment
Amount
  
	 	  	
Outstanding
Indebtedness
Converted

 
	 	  	
Total Purchase
Price
  
	 
	  

DWAYNE HARDY

 
 Address for all notices:

 

        5005 Citadel Court

        Granite Bay, CA 95746

 
	  	  
  
	  

369
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$5,166.00
	  

  
	  	  
  
	  

$5,166.00
	  
   

	  

PATRICK TENNEY

 
 Address for all notices:

 

        20 Turtle Rock Court

        Tiburon, CA 94920

 
	  	  
  
	  

3,694
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$51,716.00
	  

  
	  	  
  
	  

$51,716.00
	  
   

	  

HERBERT L. HEYNEKER

 
 Address for all notices:

 

        2244 Steiner Street

        San Francisco, CA 94115

 
	  	  
  
	  

207
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$2,898.00
	  

  
	  	  
  
	  

$2,898.00
	  
   

	  

STEPHEN J. WEISS

 
 Address for all notices:

 

        101 Ash Court

        Los Gatos, CA 95032

 
	  	  
  
	  

58
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$812.00
	  

  
	  	  
  
	  

$812.00
	  
   

	  

STEPHEN J.
WEISS AND URSULA G. WEISS, TRUSTEES OF THE

WEISS FAMILY 1996 TRUST

 
 Address for all notices:

 

        101 Ash Court

        Los Gatos, CA 95032

        Attn: Stephen J. Weiss

 
	  	  
  
	  

134
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$1,876.00
	  

  
	  	  
  
	  

$1,876.00
	  
   

	  

BRADFORD S. GOODWIN AND 
CATHY W. GOODWIN AS TRUSTEES
 OF THE GOODWIN FAMILY TRUST U/A/D 7/30/97

 
 Address for all notices:

 

        216 Amherst Avenue

        San Mateo , CA 94402

        Attn: Brad Goodwin

 
	  	  
  
	  

369
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$5,166.00
	  

  
	  	  
  
	  

$5,166.00
	  
   

	  

ERIK T. ENGELSON, TRUSTEE OF
THE ERIK T. ENGELSON TRUST
 U/T/D DATED MARCH 29, 2000
  

Address for all notices:
  

        The Foundry

        199 Jefferson Drive

        Menlo Park, CA 94025

        Attn: Erik T. Engelson

 
	  	  
  
	  

591
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$8,274.00
	  

  
	  	  
  
	  

$8,274.00
	  
   

	  

ERIK T. ENGELSON, TRUSTEE 
OF THE ELISABETH NORTH
 KUECHLER ENGELSON TRUST UTA DATED JANUARY 17, 2001

 
 Address for all notices:

 

        The Foundry

        199 Jefferson Drive

        Menlo Park, CA 94025

        Attn: Erik T. Engelson

 
	  	  
  
	  

295
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$4,130.00
	  

  
	  	  
  
	  

$4,130.00
	  
   



  
 A-7









  

																	
	 	 	 	 	 
	 Name and
Address of Purchaser
  
	  	 Number of
Series E
Shares

 
	 	  	 Cash
Investment
Amount

 
	 	  	 Outstanding
Indebtedness
Converted

 
	 	  	 Total Purchase
Price

 
	 
	  
 PAUL MACHLE
  

Address for all notices:
  

        1048 Monterey Blvd.

        San Francisco, CA 94127

 
	  	  
  
	  
 175
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $2,450.00
	  
   
	  	  
  
	  
 $2,450.00
	  

  

	  

PETER S. HEINECKE

 
 Address for all notices:

 

        30 Hill Street

        San Francisco, CA 94110

 
	  	  
  
	  
 86
	  

  
	  	  
  
	  
 —
	  

  
	  	  
  
	  
 $1,204.00
	  

  
	  	  
  
	  
 $1,204.00
	  

  

	  
 ROBERT F. KORNEGAY, JR. REVOCABLE TRUST U/D/T 
DATED
 MAY 27, 2004,
ROBERT F. KORNEGAY, JR. TRUSTEE
  

Address for all notices:
  

        650 Page Mill Road

        Palo Alto, CA 94304

        Attn: Robert F. Kornegay, Jr.

 
	  	  
  
	  
 73
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $1,022.00
	  
   
	  	  
  
	  
 $1,022.00
	  

  

	  

ERIK VAN DER BURG

 
 Address for all notices:

 

        16417 Peacock Lane

        Los Gatos, CA 95032

 
	  	  
  
	  
 46
	  

  
	  	  
  
	  
 —
	  

  
	  	  
  
	  
 $644.00
	  

  
	  	  
  
	  
 $644.00
	  

  

	  
 TIMOTHY P. LYNCH
  

Address for all notices:
  

        1422 NW 1st Street

        Bend, OR 97701

 
	  	  
  
	  
 7,388
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $103,432.00
	  
   
	  	  
  
	  
 $103,432.00
	  

  

	  

FRED ST. GOAR

 
 Address for all notices:

 

        800 Ringwood Avenue

        Menlo Park, CA 94025

 
	  	  
  
	  

121
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$1,694.00
	  
   
	  	  
  
	  

$1,694.00
	  
   

	  

MICHAEL MCKAY

 
 Address for all notices:

 

        536 Walnut Street

        Newton, MA 02460

 
	  	  
  
	  

103
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$1,442.00
	  
   
	  	  
  
	  

$1,442.00
	  
   

	  

J.F. SHEA CO., INC., A NOMINEE
1999-114
  
 Address for all
notices:
  

        655 Brea Canyon Road

        Walnut, CA 91789

        Attn: Victoria Petrosian

 
	  	  
  
	  

1,481
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$20,734.00
	  
   
	  	  
  
	  

$20,734.00
	  
   

	  

WILLIAM S. BROWN AND 
BARBARA G. BROWN, OR THEIR
 SUCCESSORS, AS TRUSTEES OF THE BROWN FRT DTD 
3/10/99
  
 Address for all
notices:
  

        P.O. Box 392

        Murphys, CA 95247-0392

 
	  	  
  
	  

389
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$5,446.00
	  
   
	  	  
  
	  

$5,446.00
	  
   



  
 A-8









  

																	
	 	 	 	 	 
	 Name and Address of Purchaser
  
	  	
Number of
Series E
Shares

 
	 	  	
Cash
Investment
Amount
  
	 	  	
Outstanding
Indebtedness
Converted

 
	 	  	
Total Purchase
Price
  
	 
	  

NR07, LLC
  

Address for all notices:
  

        c/o Ballard Spahr LLP

        999 Peachtree Street

        Suite 1000

        Atlanta, GA 30309

        Attn: Sumner Rosenberg

 
	  	  
  
	  

259
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$3,626.00
	  
   
	  	  
  
	  

$3,626.00
	  
   

	  

TTC FUND I, LLC

 
 Address for all notices:

 

        c/o Townsend & Townsend & Crew, LLP

        379 Lytton Avenue

        Palo Alto, CA 94301-1479

        Attn: Philip H. Albert

 
	  	  
  
	  

233
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$3,262.00
	  
   
	  	  
  
	  

$3,262.00
	  
   

	  

PAT AND BETSY COLLINS REVOCABLE
TRUST
  
 Address for all notices:
  
         500 Newport Center Drive
         #910

        Newport Beach, CA 92660

 
	  	  
  
	  

1,634
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$22,876.00
	  
   
	  	  
  
	  

$22,876.00
	  
   

	  

ALEJANDRO BERENSTEIN, M.D.

 
 Address for all notices:

 

        15 Central Park West

        #16G

        New York, NY 10023

 
	  	  
  
	  

239
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$3,346.00
	  
   
	  	  
  
	  

$3,346.00
	  
   

	  

MARKWELL PARTNERS

 
 Address for all notices:

 

        c/o Professor Daniel Markovit

        Yale Law School

        P.O. Box 208215

        New Haven, CT 06520-8215

 
	  	  
  
	  

2,426
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$33,964.00
	  
   
	  	  
  
	  

$33,964.00
	  
   

	  

DAVID SCOTT FRAMPTON AND 
GAJA ROBERTA FRAMPTON, AS
 TRUSTEES OF THE FRAMPTON FAMILY TRUST DTD 4/25/03

 
 Address for all notices:

 

        147 Carmel Way

        Portola Valley, CA 94028

        Attn: David Frampton

 
	  	  
  
	  

2,059
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$28,826.00
	  
   
	  	  
  
	  

$28,826.00
	  
   

	  

LEERINK SWANN CO-INVESTMENT 
FUND, LLC
  

Address for all notices:
  

        One Federal Street

        37th Floor

        Boston, MA 02110

        Attn: Donald Notman and Jessica Glick

 
	  	  
  
	  

1,055
	  
   
	  	  
  
	  

—
	  
   
	  	  
  
	  

$14,770.00
	  
   
	  	  
  
	  

$14,770.00
	  
   



  
 A-9









  

																	
	 	 	 	 	 
	 Name and
Address of Purchaser
  
	  	
Number of
Series E
Shares

 
	 	  	
Cash
Investment
Amount
  
	 	  	
Outstanding
Indebtedness
Converted

 
	 	  	
Total Purchase
Price
  
	 
	  

LEERINK SWANN HOLDINGS, LLC

 
 Address for all notices:

 

        One Federal Street

        37th Floor

        Boston, MA 02110

        Attn: Jessica Glick

 
	  	  
  
	  

837
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$11,718.00
	  
   
	  	  
  
	  

$11,718.00
	  
   

	  

STANLEY D. HAYDEN, AND 
HIS SUCCESSOR(S), AS THE TRUSTEE OF

THE STANLEY D.
HAYDEN FAMILY TRUST
  

Address for all notices:
  

        110 W. Las Tunas Drive

        Suite A

        San Gabriel, CA 91776

        Attn: Stanley D. Hayden

 
	  	  
  
	  

1,634
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$22,876.00
	  
   
	  	  
  
	  

$22,876.00
	  
   

	  

JONATHAN S. HOOT AND 
ANDREA T. HOOT, TRUSTEES OF THE
 HOOT FAMILY REVOCABLE TRUST DTD 3/16/99
  

Address for all notices:
  

        567 24th Street

        Hermosa Beach, CA 90254

        Attn: Jonathan Hoot

 
	  	  
  
	  

481
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$6,734.00
	  
   
	  	  
  
	  

$6,734.00
	  
   

	  

EDWARD R. LEMOURE

 
 Address for all notices:

 

        16425 Collins Avenue

        Sunny Isles Beach, FL 33140

 
	  	  
  
	  

1,368
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$19,152.00
	  
   
	  	  
  
	  

$19,152.00
	  
   

	  

THE CONDON FAMILY
TRUST
  
 Address for all notices:
  
         850 Holladay Road
         San Marino, CA 91108
         Attn: Thomas J. Condon and Julie Condon
  
	  	  
  
	  

1,353
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$18,942.00
	  
   
	  	  
  
	  

$18,942.00
	  
   

	  

FREDRICK STERN

 
 Address for all notices:

 

        5068 Shirley Avenue

        Tarzana, CA 91356

 
	  	  
  
	  

950
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$13,300.00
	  
   
	  	  
  
	  

$13,300.00
	  
   

	  

NEWMAN FAMILY INVESTMENT
PARTNERSHIP
  
 Address for all notices:
  
         1852 Westview Road
         Charlottesville, VA 22903
         Attn: Robert Newman
  
	  	  
  
	  

873
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$12,222.00
	  
   
	  	  
  
	  

$12,222.00
	  
   

	  

MICHAEL J. REARDON TRUST AGREEMENT
DATED JUNE 5, 1996
  
 Address for all notices:
  
         1915 Windridge Drive
         Lake Forest, IL 60045
  
	  	  
  
	  

779
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$10,906.00
	  
   
	  	  
  
	  

$10,906.00
	  
   



  
 A-10









  

																	
	 	 	 	 	 
	 Name and
Address of Purchaser
  
	  	 Number of
Series E
Shares

 
	 	  	 Cash
Investment
Amount

 
	 	  	 Outstanding
Indebtedness
Converted

 
	 	  	 Total Purchase
Price

 
	 
	  
 JOHN E. STOBECK, PHD, M.D.
  

Address for all notices:
  

        16 Normandy Court

        Ho-Ho-Kus, NJ 07423-1217

 
	  	  
  
	  
 779
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $10,906.00
	  
   
	  	  
  
	  
 $10,906.00
	  

  

	  

GEORGE S. TAYLOR

 
 Address for all notices:

 

        476 Border Hill Road

        Los Altos, CA 94024

 
	  	  
  
	  
 572
	  
   
	  	  
  
	  
 —
	  

  
	  	  
  
	  
 $8,008.00
	  
   
	  	  
  
	  
 $8,008.00
	  

  

	  
 FERGUSON/EGAN FAMILY TRUST DATED 6/28/99
  

Address for all notices:
  

        2455 Summit Drive

        Hillsborough, CA 94010

        Attn: Rodney A. Ferguson

 
	  	  
  
	  
 562
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $7,868.00
	  
   
	  	  
  
	  
 $7,868.00
	  

  

	  

WILLIAM L. CATON III, M.D.

 
 Address for all notices:

 

        630 S. Raymond Avenue

        Unit 330

        Pasadena, CA 91105-3206

        Attn: Cathy Caton

 
	  	  
  
	  
 508
	  
   
	  	  
  
	  
 —
	  

  
	  	  
  
	  
 $7,112.00
	  
   
	  	  
  
	  
 $7,112.00
	  

  

	  
 JAMES W. LARRICK, M.D.
  

Address for all notices:
  

        1230 Bordeaux Drive

        Sunnyvale, CA 94089

 
	  	  
  
	  
 481
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $6,734.00
	  
   
	  	  
  
	  
 $6,734.00
	  

  

	  

HENRY P. MASSEY, JR., 
TRUSTEE OF THE MASSEY FAMILY TRUST

UDT DATED JULY 6, 1988

 
 Address for all notices:

 

        27741 Via Cero Gordo

        Los Altos Hills, CA 94027

        Attn: Henry P. Massey

 
	  	  
  
	  
 738
	  
   
	  	  
  
	  
 —
	  

  
	  	  
  
	  
 $10,332.00
	  
   
	  	  
  
	  
 $10,332.00
	  

  

	  
 LEO J. PARRY, JR. AND ROBERTA J. PARRY, TTEES PARRY

FAMILY REVOCABLE TRUST DTD 01/22/97

 
 Address for all notices:

 

        9967 Mangos Drive

        San Ramon, CA 94583

 
	  	  
  
	  
 259
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $3,626.00
	  
   
	  	  
  
	  
 $3,626.00
	  

  

	  

STEPHEN L. PARRY

 
 Address for all notices:

 

        1508 Whispering Oak Way

        Pleasanton, CA 94566

 
	  	  
  
	  

389
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$5,446.00
	  

  
	  	  
  
	  

$5,446.00
	  
   

	  

THOMAS J. PARRY

 
 Address for all notices:

 

        25151 Canyon Oaks Court

        Castro Valley, CA 94552

 
	  	  
  
	  

389
	  

  
	  	  
  
	  

—
	  
   
	  	  
  
	  

$5,446.00
	  

  
	  	  
  
	  

$5,446.00
	  
   



  
 A-11









  

																	
	 	 	 	 	 
	 Name and
Address of Purchaser
  
	  	
Number of
Series E
Shares

 
	 	  	
Cash
Investment
Amount
  
	 	  	
Outstanding
Indebtedness
Converted

 
	 	  	
Total Purchase
Price
  
	 
	  

PETER B. DERVAN

 
 Address for all notices:

 

        1235 St. Albans Road

        San Marino, CA 91108

 
	  	  
  
	  

335
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$4,690.00
	  
   
	  	  
  
	  

$4,690.00
	  
   

	  

MATTHEW FRANK

 
 Address for all notices:

 

        2995 Woodside Road

        Suite 400

        Woodside, CA 94062

 
	  	  
  
	  

266
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$3,724.00
	  
   
	  	  
  
	  

$3,724.00
	  
   

	  

RHETT E. BROWN

 
 Address for all notices:

 

        205 E. 76th Street

        Apt. 7

        New York, NY 10021

 
	  	  
  
	  

167
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$2,338.00
	  
   
	  	  
  
	  

$2,338.00
	  
   

	  

ALLAN MAY, TRUSTEE INTERVIVOS TRUST
DATED 5/14/91
  

Address for all notices:
  

        455 Woodside Road

        Woodside, CA 94062

 
	  	  
  
	  

134
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$1,876.00
	  
   
	  	  
  
	  

$1,876.00
	  
   

	  

ROBERT D. MCCULLOCH AND 
KATHLEEN M. MCCULLOCH,

TRUSTEE OR THEIR 
SUCCESSOR(S) OF THE ROBERT D.
 MCCULLOCH AND KATHLEEN M. MCCULLOCH FAMILY TRUST

DATED NOVEMBER 19, 1997

 
 Address for all notices:

 

        21324 Dexter Drive

        Cupertino, CA 95014

 
	  	  
  
	  

147
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$2,058.00
	  
   
	  	  
  
	  

$2,058.00
	  
   

	  

GARY R. BANG

 
 Address for all notices:

 

        P.O. Box 1925

        Carmel, CA 93921

 
	  	  
  
	  

119
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$1,666.00
	  
   
	  	  
  
	  

$1,666.00
	  
   

	  

PAULINE VAN YSENDOORN

 
 Address for all notices:

 

        132 Locust Street

        San Francisco, CA 94118

 
	  	  
  
	  

85
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$1,190.00
	  
   
	  	  
  
	  

$1,190.00
	  
   

	  

ADVISORY TRUST COMPANY OF 
DELAWARE, CUSTODIAN FOR

SANDRA KAY ROTH IRA

 
 Address for all notices:

 

        15 W. Santa Inez

        San Mateo, CA 94402

 

        Copies to:

        Advisory Trust Company

        P.O. Box 52129

        Phoenix, AZ 85017-2129

        Attn: Ramona Cisneros

 
	  	  
  
	  

64
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$896.00
	  
   
	  	  
  
	  

$896.00
	  
   



  
 A-12









  

																	
	 	 	 	 	 
	 Name and Address of
Purchaser
  
	  	 Number of
Series E
Shares

 
	 	  	 Cash
Investment
Amount

 
	 	  	 Outstanding
Indebtedness
Converted

 
	 	  	 Total Purchase
Price

 
	 
	  

ADVISORY TRUST COMPANY OF DELAWARE, CUSTODIAN
FOR FRANK RUDERMAN ROTH IRA
  

Address for all notices:
  

        71 Creekside Drive

        San Rafael, CA 94903

 

        Copies to:

        Advisory Trust Company

        P.O. Box 52129

        Phoenix, AZ 85017-2129

        Attn: Ramona Cisneros

 
	  	  
  
	  
 64
	  
   
	  	  
  
	  
 —
	  
   
	  	  
  
	  
 $896.00
	  
   
	  	  
  
	  
 $896.00
	  

  

	  

KENNETH A. CLARK

 
 Address for all notices:

 

        c/o WSGR

        650 Page Mill Road

        Palo Alto, CA 94034

 
	  	  
  
	  

38
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$532.00
	  
   
	  	  
  
	  

$532.00
	  
   

	  

CLARK/BOYD TRUST

 
 Address for all notices:

 

        c/o WSGR

        650 Page Mill Road

        Palo Alto, CA 94034

 
	  	  
  
	  

35
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$490.00
	  
   
	  	  
  
	  

$490.00
	  
   

	  

JAMES H. EBERWINE PHD

 
 Address for all notices:

 

        3918 Howry

        Philadelphia, PA 19129

 
	  	  
  
	  

13
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$182.00
	  
   
	  	  
  
	  

$182.00
	  
   

	  
 2008 STEPHEN RONALD QUAKE AND ATHINA PEIOU-QUAKE REVOCABLE TRUST
DATED AUGUST 14, 2008
  
 Address for all notices:
  
         636 Alvarado Row
         Stanford, CA 94305
  
	  	  
  
	  

7,388
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$103,432.00
	  
   
	  	  
  
	  

$103,432.00
	  
   

	  

WS INVESTMENT COMPANY, LLC (2009A)

 
 Address for all notices:

 

        c/o WSGR

        650 Page Mill Road

        Palo Alto, CA 94034

 
	  	  
  
	  

792
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$11,088.00
	  
   
	  	  
  
	  

$11,088.00
	  
   

	  

WS INVESTMENT COMPANY, LLC (2009C)

 
 Address for all notices:

 

        c/o WSGR

        650 Page Mill Road

        Palo Alto, CA 94034

 
	  	  
  
	  

264
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$3,696.00
	  
   
	  	  
  
	  

$3,696.00
	  
   



  
 A-13









  

																	
	 	 	 	 	 
	 Name and
Address of Purchaser
  
	  	
Number of
Series E
Shares

 
	 	  	
Cash
Investment
Amount
  
	 	  	
Outstanding
Indebtedness
Converted

 
	 	  	
Total Purchase
Price
  
	 
	  

GLAXOSMITHKLINE LLC

 
 Address for all notices:

 

        One Franklin Plaza

        200 N. 16th Street, FP 2355

        Philadelphia, PA 19102

        Attn: William J. Mosher

 
	  	  
  
	  

1,105
	  
   
	  	  
  
	  

—
	  

  
	  	  
  
	  

$15,470.00
	  
   
	  	  
  
	  

$15,470.00
	  
   

	  

GLAXO GROUP LIMITED

 
 Address for all notices:

 

        c/o Secretariat Services

        980 Great West Road

        Brentford, Middlesex

        TW8 9GS

        United Kingdom

        Attn: Victoria A. Whyte

 
	  	 	904	  	  	  
  
	  

—
	  

  
	  	  
  
	  

$12,656.00
	  
   
	  	  
  
	  

$12,656.00
	  
   

	  

ALFRED J. MANDEL

 
 Address for all notices:

 

        915 Cowper Street

        Palo Alto, CA 94301-2850

 
	  	 	91	  	  	 	—	  	  	 	$1,274.00	  	  	 	$1,274.00	  
	  

ANALIZA, INC.

 
 Address for all notices:

 

        26101 Miles Road

        Cleveland, OH 44128-5933

        Attn: Dr. Arnon Chait

 
	  	 	10	  	  	 	—	  	  	 	$140.00	  	  	 	$140.00	  
	  

TOTAL
  
	  	 	1,323,773	  	  	 	$7,499,996.00	  	  	 	$11,032,826.00	  	  	 	$18,532,822.00	  


  
 A-14









 EXHIBIT B 

FORM OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

Superseded by Exhibit 3.1 to the registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission
on December 3, 2010. 







 EXHIBIT C 

FORM OF NINTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 

Incorporated by reference to Exhibit 4.[3] to the registrant’s Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on December 3, 2010. 







 EXHIBIT D 

FORM OF LEGAL OPINION 
 Intentionally omitted.