First Amendment to Seventh Amended and Restated Stockholders Agreement



 Exhibit 4.7 
 FIRST AMENDMENT TO 
 SEVENTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT 
 This First Amendment (this “Amendment”) amends that certain Seventh Amended and Restated Stockholders Agreement, dated as of January 25,
2007 (the “Agreement”), and is entered into as of April 6, 2007, by and among NimbleGen Systems, Inc., a Delaware corporation, the individuals and entities listed on Exhibit A who have executed a counterpart signature page
hereto (each individually a “Common Stockholder” and collectively the “Common Stockholders”), the individuals and entities listed on Exhibit B who have executed a counterpart signature page hereto (each individually a
“Series E Stockholder” and collectively the “Series E Stockholders”), and the individuals and entities listed on Exhibit C who have executed a counterpart signature page hereto (each individually a
“Series F Stockholder” and collectively the “Series F Stockholders”). 
 R E C I T A L S 
 WHEREAS, the Common Stockholders are the holders of more than fifty percent (50%) of the Common Stock held by those stockholders who or which are
parties to the Agreement, and by their execution of this Amendment, they are consenting, separately as a single class, hereto; 
 WHEREAS,
the Series E Stockholders are the holders of more than fifty percent (50%) of the Series E Preferred Stock held by those stockholders who or which are parties to Agreement, and by their execution of this Amendment, they are
consenting, separately as a single class, hereto; 
 WHEREAS, the Series F Stockholders are the holders of more than fifty percent
(50%) of the Series F Preferred Stock held by those stockholders who or which are parties to Agreement, and by their execution of this Amendment, they are consenting, separately as a single class, hereto; and 
 WHEREAS, the parties have determined it is their respective best interests to amend the Agreement as set out below. 
 A G R E E M E N T 
 NOW, THEREFORE, in
consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows: 
 1. Amendment of the Agreement. 
 (a) Section 5.1 of the Agreement hereby is deleted in its entirety and replaced with the following: 
 “5.1. Election of Directors. On all matters relating to the election of directors of the Company, each of the Stockholders agrees to vote all Shares which constitute voting stock now held or hereafter acquired by such
Stockholder 








 
(or the holders thereof shall consent pursuant to an action by written consent) so as to elect and maintain in office the following members to the
Company’s Board of Directors and to remove from office from time to time individuals not satisfying the indicated criteria: 
 (a) one (1) individual nominated by vote of the holders of a majority of the outstanding Common Stock; 
 (b)
two (2) individuals nominated by Tactics II LLC; 
 (c) two (2) individuals nominated by Schott; 
 (d) one (1) individual nominated by Skyline Venture Management II LLC; 
 (e) one (1) individual nominated by Baird Venture Partners Management Company I, LLC; 
 (f) one (1) individual nominated by Venture Investors LLC; 
 (g) one (1) individual nominated by Cargill, Incorporated; 
 (h) the individual serving from time to time, if any, as the full-time Chief Executive Officer or Chief Operating Officer, as the case may
be, of the Company; and 
 (i) up to two (2) other individuals designated (which designation may be changed from time to
time) by the affirmative vote of a majority of the members of the Company’s Board of Directors then in office. 
 Notwithstanding any
term or implication above in this Section 5.1 or in Section 9.2 to the contrary, any of the Stockholders named in Subsections 5.1(a)-(g) above from time to time may waive their or its right to nominate an individual as a director
by a written waiver delivered to the Company (to the attention of its Secretary) which shall be irrevocably and unconditionally effective for the one hundred eighty (180) day period commencing on the date of delivery of such waiver to the
Company (or such longer period as may be specified in any such written waiver) in which event, during the period the waiver is effective, the individual that such Stockholder(s), absent such waiver, would be entitled to nominate pursuant to
whichever is applicable of Subsections 5.1(a)-(g) above instead shall be an individual who (in addition to the two individuals specified in Subsection 5.1(i) as being subject to such designation) may be designated by the
Company’s Board of Directors then in office in accordance with Subsection 5.1(i) above and who, if so designated, shall be considered for all purposes hereof to be an individual designated by the Company’s Board of Directors then in
office in accordance with Subsection 5.1(i) above. Further notwithstanding any term or implication above in this Section 5.1 to the contrary, in the event that any of the Stockholders named in Subsections 5.1(b)-(g) above,
together with such Stockholder’s Affiliates, shall at any time cease to own any of the then issued and outstanding shares of Common Stock or Preferred Stock, the holders of a majority of the outstanding Series E Preferred Stock shall thereafter
assume the rights previously granted to such Stockholder pursuant to this Section 5.1.” 
  

 2 








 (b) Section 7.4 of the Agreement hereby is deleted in its entirety and replaced with
the following: 
 “7.4 Directors’ Expenses. The Company shall not pay any compensation to any member of the
Company’s Board of Directors in connection with the performance of his or her duties as a director; provided, however, that, as of and after January 30, 2007, the Company may pay such compensation (including for service on a
committee established by the Board of Directors) to any director who is an individual designated in accordance with Subsection 5.1(i) as is approved by the Company’s Board of Directors; and provided, further, the Company
shall reimburse the reasonable out of pocket expenses of each member of the Company’s Board of Directors in connection with the performance of his or her duties as director.” 
 2. Agreement Otherwise Unaffected. The Agreement, as amended by this Amendment, shall remain in full force and effect. 
 3. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all
of which together shall constitute one instrument. This Amendment may be executed by facsimile and each facsimile signature will have the same effect as an original signature. 
 [Remainder of this page intentionally left blank.] 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT as of the date set forth in the first paragraph hereof. 
  

			
	COMPANY:
	
	NIMBLEGEN SYSTEMS, INC.
		
	By:	 	 /s/ Stanley D. Rose

	Print Name:	 	Stanley D. Rose
	Title:	 	CEO
	
	STOCKHOLDER:
	
	SKYLINE VENTURE PARTNERS II, L.P.
		
	By:	 	Skyline Venture Management II LLC,
		 	its General Partner
		
	By:	 	 /s/ John G. Freund

		 	John G. Freund, Managing Director
	
	SKYLINE VENTURE PARTNERS QUALIFIED PURCHASER FUND II, L.P.
		
	By:	 	 Skyline Venture Management II LLC,
 its General
Partner

		
	By:	 	 /s/ John G. Freund

		 	John G. Freund, Managing Director


  

 4 









			
	SKYLINE EXPANSION FUND, L.P.
		
	By:	 	Skyline Expansion Fund Management, LLC
	Its:	 	General Partner
	By:	 	Skyline Venture Management III, LLC
	Its:	 	Managing Member
		
	By:	 	 /s/ John G. Freund

		 	John G. Freund, Managing Director
	
	TACTICS II LLC
		
	By:	 	 /s/ Robert J. Palay

	Print Name:	 	Robert J. Palay
	Title:	 	Member
	
	NIMBLEGEN, INC.
		
	By:	 	 /s/ Franco Cerrina

	Print Name:	 	Franco Cerrina
	Title:	 	Treasurer/Secretary
	
	TACTICS II INVESTMENTS LLC
		
	By:	 	 /s/ Robert J. Palay

	Print Name:	 	Robert J. Palay
	Title:	 	Member
	
	780 PARTNERS
		
	By:	 	 /s/ Richard J. Bliss

	Print Name:	 	Richard J. Bliss
	Title:	 	Managing Partner


  

 5 









			
	FHF PARTNERS
		
	By:	 	 /s/ Mitchell S. Fromstein

	Print Name:	 	Mitchell S. Fromstein
	Title:	 	General Partner
	
	WISCONSIN ALUMNI RESEARCH FOUNDATION
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	ICE NINE INVESTMENTS, LLC
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	  

	Frederick R. Blattner
	
	 /s/ Frank V. Sica

	Frank V. Sica
	
	  

	Roland Green
	
	  

	Emile Nuwaysir


  

 6 









			
	VENTURE INVESTORS EARLY STAGE
	FUND III LIMITED PARTNERSHIP
		
	By:	 	Venture Investors LLC, its General Partner
		
	By:	 	 /s/ John Neis

		 	John Neis, Member
	  
 BAIRD VENTURE PARTNERS I LIMITED PARTNERSHIP

		
	By:	 	Baird Venture Partners Management
		 	Company I, LLC, its General Partner
		
	By:	 	 /s/ Peter K. Shagory

	Title:	 	Director
	
	BVP I AFFILIATES FUND LIMITED PARTNERSHIP
		
	By:	 	Baird Venture Partners Management
		 	Company I, LLC, its General Partner
		
	By:	 	 /s/ Peter K. Shagory

	Title:	 	Director
	
	STATE OF WISCONSIN INVESTMENT BOARD
		
	By:	 	 /s/ Christopher P. Prestigiacomo

	Print Name:	 	Christopher P. Prestigiacomo
	Title:	 	Portfolio Manager
	
	SCHOTT AG
		
	By:	 	 /s/ Dr. Juergen Sacknoff //s/ Dr. Gordon Weber

	Print Name:	 	Dr. Juergen Sacknoff / Dr. Gordon Weber
	Title:	 	VP Corp. Strategy/M&A / General Counsel


  

 7 









			
	  

	Michael J. Treble
	
	 /s/ David Sneider

	David Sneider
	
	ITX INTERNATIONAL EQUITY CORPORATION
		
	By:	 	 /s/ Takehito Jimbo

	Print Name:	 	Takehito Jimbo
	Title:	 	President
	
	 THE BOARD OF REGENTS OF THE
 UNIVERSITY OF
TEXAS SYSTEMS

		
	By:	 	 /s/ John A. Roan

	Print Name:	 	John A. Roan
	Title:	 	Executive VP for Business Affairs
	
	TEXAS INSTRUMENTS, INCORPORATED
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	  

	Rodney Wallace
	
	 /s/ Frank Gerome

	Frank Gerome
	
	  

	J. Warren Huff


  

 8 









			
	  

	David M. Schaller
	
	STARTech EARLY VENTURES, LLC
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	STARTech SEED FUND II, L.P.
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	  

	Harold Garner
	
	  

	Dan Clutter
	
	  

	Steven Smith
	
	 /s/ Stanley D. Rose

	Stanley D. Rose
	
	CARGILL INCORPORATED
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  



  

 9 









			
	TOPSPIN PARTNERS, L.P.
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	TOPSPIN ASSOCIATES, L.P.
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	BROOKSIDE CAPITAL PARTNERS FUND, L.P.
		
	By:	 	 /s/ Matt McPherson

	Print Name:	 	Matt McPherson
	Title:	 	Managing Director
	
	ADAGE CAPITAL PARTNERS, L.P.
		
	By:	 	 /s/ Dan Lehan

	Print Name:	 	Dan Lehan
	Title:	 	Chief Operating Officer
	
	STARK MASTER FUND LTD.
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  



  

 10 









			
	BBT FUND, L.P.
		
	By:	 	BBT Genpar, L.P.
	Its:	 	General Partner
	By:	 	FFT-FW, Inc.
	Its:	 	General Partner
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	CAP FUND, L.P.
		
	By:	 	Cup Genpar, L.P
	Its:	 	General Partner
	By:	 	CAP-FW, Inc.
	Its:	 	General Partner
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  

	
	SRI FUND, L.P.
		
	By:	 	SRI Genpar, L.P.
	Its:	 	General Partner
	By:	 	BBT-FW, Inc.
	Its:	 	General Partner
		
	By:	 	  

	Print Name:	 	  

	Title:	 	  



  

 11 









			
	QVT FUND LP
		
	By:	 	QVT Associates GP LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Tracy Fu

	Print Name:	 	Tracy Fu
	Title:	 	Managing Member
		
	By:	 	 /s/ Lars Bader

	Print Name:	 	Lars Bader
	Title:	 	Managing Member
	
	 THE BOARD OF TRUSTEES OF THE LELAND
 STANFORD
JUNIOR UNIVERSITY (SBST-LS)

		
	By:	 	  

		 	Martina Poquet, Director – Separate Investments


  

 12 








 Exhibit A 
 COMMON STOCKHOLDERS 
  

			
	 Stockholder
	  	 Shares of Common Stock

	 NimbleGen, Inc.
 4810 Waukesha Street
 Madison, WI 53705
 fcerrina@nimblegen.com
	  	427,500
		
	 Roland Green
 506 Ozark Trail
 Madison, WI 53705
	  	67,500
		
	 Emile Nuwaysir
 2022 Madison Street
 Madison, WI 53711
 enuwaysir@nimblegen.com
	  	10,000
		
	 Tactics II Investments LLC
 Attn: Robert Palay
 5 Revere Drive, Suite 200
 Northbrook, IL 60062
 bpalay@tacticsii.com
	  	405,000
		
	 Wisconsin Alumni Research Foundation
 Attn: Thomas H. Weaver
 614 Walnut Street, 13th Floor
 Madison, WI 53707
 weaver@warf.org
	  	100,000
		
	 Skyline Venture Partners II, L.P.
 Attn: John Freund
 525 University Avenue, #520
 Palo Alto, CA 94301
 John@SkylineVentures.com
	  	7,906

  

 1 









			
	 Stockholder
	  	 Shares of Common Stock

	 Skyline Venture Partners Qualified Purchaser Fund
 Attn: John Freund
 525 University Avenue, #520
 Palo Alto, CA 94301
 John@SkylineVentures.com
	  	92,094
		
	 The Board of Regents of The University of Texas System
 c/o UT Southwestern Medical Center at Dallas
 Attention: Director for Technology Transfer
 5323 Harry Hines Boulevard
 Dallas, TX 75390
	  	39,667
		
	 Harold Garner
 4100 Post Oak Road
 Flower Mound, TX 75028
	  	39,667
		
	 STARTech Seed Fund II, L.P.
 1302 East Collins Blvd
 Richardson, TX 75081
 Attn: CFO, STARTech Early Ventures
	  	16,221
		
	 STARTech Early Ventures, LLC
 1302 East Collins Blvd
 Richardson, TX 75081
 Attn: CFO, STARTech Early Ventures
	  	10,058
		
	 J. Warren Huff
 1002 Ashlawn Drive
 Southlake, TX 76092
	  	15,605
		
	 David M. Schaller
 c/o CenterPoint Ventures
 13455 Noel Road, Suite 1670
 Dallas, TX 75240
	  	7,783

  

 2 









			
	 Stockholder
	  	 Shares of Common Stock

	 Frank Gerome
 763 Greenway Drive
 Coppell, TX 75019
	  	2,999
		
	 Texas Instruments Incorporated
 Attn: Barbara C. Papas
 7839 Churchill Way, MS 3995
 Dallas, TX 75251
	  	66,000
		
	 Total
	  	1,308,000

  

 3 








 Exhibit B 
 SERIES E PREFERRED STOCKHOLDERS 
  

			
	 Stockholder
	  	 Shares of Series E Preferred Stock

	 780 Partners
 Attn: Richard Bliss
 780 North Water Street
 Milwaukee, WI 53202
 rbliss@gklaw.com
	  	250,298
		
	 Baird Venture Partners, L.P.
 Attn: Peter K. Shagory
 227 West Monroe, Suite 2200
 Chicago, IL 60606
 pshagory@rwbaird.com
	  	171,565
		
	 Frederick Blattner
 Genetics Building, B10
 445 Henry Mall
 Madison, WI 53706
 fredblattner@scarabgenomics.com
	  	112,672
		
	 BVP I Affiliates Fund L.P.
 Attn: Peter K. Shagory
 227 West Monroe, Suite 2200
 Chicago, IL 60606
 pshagory@rwbaird.com
	  	120,145
		
	 FHF Partners
 Attn: Mitchell Fromstein
 5301 N. Ironwood Road, Suite #100
 Glendale, WI 53217
	  	248,331

  

 1 









			
	 Stockholder
	  	 Shares of Series E Preferred Stock

	 Ice Nine Investments, LLC
 c/o Quarles & Brady, LLP
 Attn: Nicholas Seay
 1 South Pinckney Street, Suite 600
 Madison, WI 53703
 njs@quarles.com
	  	12,543
		
	 ITX International Equity Corporation
 Attn: Takehita Jimbo
 700 E. El Camino Real, Suite 200
 Mountain View, CA 94040
	  	714,286
		
	 Emile Nuwaysir
 2022 Madison Street
 Madison, WI 53711
 enuwaysir@nimblegen.com
	  	3,673
		
	 Frank Sica
 c/o Menemsha Capital Partners, Ltd
 c/o Tailwind Capital
 390 Park Avenue, 17th Floor
 New York, NY 10022
	  	249,521
		
	 Skyline Venture Partners Qualified Purchaser Fund
 Attn: John Freund
 525 University Avenue, #520
 Palo Alto, CA 94301
 John@SkylineVentures.com
	  	1,010,155
		
	 Skyline Venture Partners II, L.P.
 Attn: John Freund
 525 University Avenue, #520
 Palo Alto, CA 94301
 John@SkylineVentures.com
	  	86,716

  

 2 









			
	 Stockholder
	  	 Shares of Series E Preferred Stock

	 Skyline Expansion Fund, L.P.
 Attn: John Freund
 525 University Avenue, #520
 Palo Alto, CA 94301
 John@SkylineVentures.com
	  	22,222
		
	 David Sneider
 301 S. Yellowstone Drive
 Madison, WI 53705
 dsneider@gmail.com
	  	36,833
		
	 Schott AG
  
 Schott AG
  
 Attn: Mr. Frank Mohler
 Hattenbergstrasse 10
 Mainz, Germany D-55122
 frank.mohler@schott.com
  
 Schott North America, Inc.
 Attn: Gerhard Kiewel
 555 Taxter Road
 Elmsford, New York 10523
 gerhard.kiewel@us.schott.com
	  	2,690,477
		
	 State of Wisconsin Investment Board
 Attn: Chris Prestigiacomo
 Wisconsin Private Equity Portfolio
 121 East Wilson Street
 Madison, WI 53703-3455
 chris.prestigiacomo@swib.state.wi.us
	  	278,862
		
	 Tactics II LLC
 Attn: Robert Palay
 5 Revere Drive, Suite 200
 Northbrook, IL 60062
 bpalay@tacticsii.com
	  	250,299

  

 3 









			
	 Stockholder
	  	 Shares of Series E Preferred Stock

	 Michael Treble
 2820 Rancho Costero
 Carlsbad, CA 92009
 mtreble@sbcglobal.net
	  	24,942
		
	 Venture Investors Early Stage Fund III, L.P.
 Attn: John Neis
 505 South Rosa Road
 Madison, WI 53719
 john@ventureinvestors.com
	  	438,936
		
	 Wisconsin Alumni Research Foundation
 Attn: Thomas H. Weaver
 614 Walnut Street, 13th Floor
 Madison, WI 53707
 weaver@warf.org
	  	252,540
		
	 Texas Instruments Incorporated
 Attn: Barbara C. Papas
 7839 Churchill Way, MS 3995
 Dallas, TX 75251
	  	17,777
		
	 STARTech Seed Fund II, L.P.
 Attn: Matt Blanton
 1302 East Collins Boulevard
 Richardson, TX 75081
	  	35,556
		
	 Roland Green
 506 Ozark Trail
 Madison, WI 53705
	  	407
		
	 Harold Garner
 4100 Post Oak Road
 Flower Mound, TX 75028
	  	1,000

  

 4 









			
	 Stockholder
	  	 Shares of Series E Preferred Stock

	 Stanley D. Rose
 One Science Court
 Madison, WI 53711
 srose@nimblegen.com
	  	12,241
		
	 Rodney Wallace
 20431 Peachtree Road
 Dickerson, MD 20842
	  	407
		
	 Steven W. Smith
 2854 Richardson Street
 Fitchburg, WI 53711
 ssmith@nimblegen.com
	  	136
		
	 Daniel Clutter
 NimbleGen Systems, Inc.
 One Science Court
 Madison, WI 53711
 dclutter@nimblegen.com
	  	382
		
	 Cargill, Incorporated
 Attn: James Sayre
 1200 Park Place, Suite 300
 San Mateo, CA 94403
	  	156,017
		
	 Topspin Partners, L.P.
 Attn: Steve Winick
 3 Expressway Plaza
 Roslyn Heights, NY 11577
 swinick@topspinpartners.com
	  	41,916
		
	 Topspin Associates, L.P.
 Attn: Steve Winick
 3 Expressway Plaza
 Roslyn Heights, NY 11577
 swinick@topspinpartners.com
	  	1,985
		
	 Total:
	  	7,242,840

  

 5 








 Exhibit C 
 SERIES F PREFERRED STOCKHOLDERS 
  

			
	 Stockholder
	  	 Shares of Series F Preferred Stock

	 780 Partners
 Attn: Richard Bliss
 780 North Water Street
 Milwaukee, WI 53202
 rbliss@gklaw.com
	  	276,014
		
	 Baird Venture Partners, L.P.
 Attn: Peter K. Shagory
 227 West Monroe, Suite 2200
 Chicago, IL 60606
 pshagory@rwbaird.com
	  	303,105
		
	 Frederick Blattner
 Genetics Building, B10
 445 Henry Mall
 Madison, WI 53706
 fredblattner@scarabgenomics.com
	  	141,870
		
	 BVP I Affiliates Fund L.P.
 Attn: Peter K. Shagory
 227 West Monroe, Suite 2200
 Chicago, IL 60606
 pshagory@rwbaird.com
	  	212,258
		
	 FHF Partners
 Attn: Mitchell Fromstein
 5301 N. Ironwood Road, Suite #100
 Glendale, WI 53217
	  	263,182
		
	 Roland Green
 506 Ozark Trail
 Madison, WI 53705
	  	6,720

  

 1 









			
	 Stockholder
	  	 Shares of Series F Preferred Stock

	 Ice Nine Investments, LLC
 c/o Quarles & Brady, LLP
 Attn: Nicholas Seay
 1 South Pinckney Street, Suite 600
 Madison, WI 53703
 njs@quarles.com
	  	10,529
		
	 Emile Nuwaysir
 2022 Madison Street
 Madison, WI 53711
 enuwaysir@nimblegen.com
	  	1,680
		
	 Frank Sica
 c/o Menemsha Capital Partners, Ltd
 c/o Tailwind Capital
 390 Park Avenue, 17th Floor
 New York, NY 10022
	  	335,268
		
	 Skyline Venture Partners Qualified Purchaser Fund
 Attn: John Freund
 525 University Avenue, #520
 Palo Alto, CA 94301
 John@SkylineVentures.com
	  	905,643
		
	 Skyline Venture Partners II, L.P.
 Attn: John Freund
 525 University Avenue, #520
 Palo Alto, CA 94301
 John@SkylineVentures.com
	  	77,742
		
	 Skyline Expansion Fund, L.P.
 Attn: John Freund
 525 University Avenue, #520
 Palo Alto, CA 94301
 John@SkylineVentures.com
	  	666,667
		
	 David Sneider
 301 S. Yellowstone Drive
 Suite 422
 Madison, WI 53705
 dsneider@gmail.com
	  	18,455

  

 2 









			
	 Stockholder
	  	 Shares of Series F Preferred Stock

	 State of Wisconsin Investment Board
 Attn: Chris Prestigiacomo
 Wisconsin Private Equity Portfolio
 121 East Wilson Street
 Madison, WI 53703-3455
 chris.prestigiacomo@swib.state.wi.us
	  	403,374
		
	 Tactics II LLC
 Attn: Robert Palay
 5 Revere Drive, Suite 200
 Northbrook, IL 60062
 bpalay@tacticsii.com
	  	276,015
		
	 Michael Treble
 2820 Rancho Costero
 Carlsbad, CA 92009
 mtreble@sbcglobal.net
	  	18,671
		
	 Venture Investors Early Stage Fund III, L.P.
 Attn: John Neis
 505 South Rosa Road
 Madison, WI 53719
 john@ventureinvestors.com
	  	791,720
		
	 Wisconsin Alumni Research Foundation
 Attn: Thomas H. Weaver
 614 Walnut Street, 13th Floor
 Madison, WI 53707
 weaver@warf.org
	  	312,987
		
	 Harold Garner
 4100 Post Oak Road
 Flower Mound, TX 75028
	  	24,538
		
	 Stanley D. Rose
 One Science Court
 Madison, WI 53711
 srose@nimblegen.com
	  	201,980
		
	 Rodney Wallace
 20431 Peachtree Road
 Dickerson, MD 20842
	  	6,712

  

 3 









			
	 Stockholder
	  	 Shares of Series F Preferred Stock

	 Steven Smith
 2854 Richardson Street
 Fitchburg, WI 53711
 ssmith@nimblegen.com
	  	2,237
		
	 Dan Clutter
 NimbleGen Systems, Inc.
 One Science Court
 Madison, WI 53711
 dclutter@nimblegen.com
	  	6,310
		
	 Cargill, Incorporated
 Attn: James Sayre
 1200 Park Place, Suite 300
 San Mateo, CA 94403
	  	2,674,277
		
	 Topspin Partners, L.P.
 Attn: Steve Winick
 3 Expressway Plaza
 Roslyn Heights, NY 11577
 swinick@topspinpartners.com
	  	691,619
		
	 Topspin Associates, L.P.
 Attn: Steve Winick
 3 Expressway Plaza
 Roslyn Heights, NY 11577
 swinick@topspinpartners.com
	  	32,754
		
	 Brookside Capital Partners Fund, L.P.
 c/o Brookside Capital
 Attn: Jay Venkatesan
 111 Huntington Avenue
 Boston, MA 02199
	  	1,644,806
		
	 Adage Capital Partners, L.P.
 c/o Adage Capital Management, L.P.
 Attn: Dan Lehan
 200 Clarendon Street, 52nd Floor
 Boston, MA 02116
	  	600,000

  

 4 









			
	 Stockholder
	  	 Shares of Series F Preferred Stock

	 Stark Master Fund Ltd.
 c/o Stark Offshore Management LLC
 3600 South Lake Drive
 St. Francis, WI 53235
	  	500,000
		
	 BBT Fund, L.P.
 c/o BBT Genpar, L.P.
 201 Main Street, Suite 3200
 Fort Worth, TX 76102
	  	147,500
		
	 CAP Fund, L.P.
 c/o BBT Genpar, L.P.
 201 Main Street, Suite 3200
 Fort Worth, TX 76102
	  	67,500
		
	 SRI Fund, L.P.
 c/o BBT Genpar, L.P.
 201 Main Street, Suite 3200
 Fort Worth, TX 76102
	  	35,000
		
	 QVT Fund LP
 c/o QVT Associates GP LLC
 1177 Avenue of the Americas, 9th Floor
 New York, NY 10036
 legalnotices@qvt.com
	  	200,000

  

 5 









			
	 Stockholder
	  	 Shares of Series F Preferred Stock

	 The Board of Trustees of Leland Stanford Junior University
 The Board of Trustees of Leland Stanford Junior University
 c/o Stanford Management Company
 Attn: Martina Poquet
 2770 Sand Hill Road
 Menlo Park, CA 94025
 martinapoquet@stanford.edu
  
 The Board of Trustees of Leland Stanford Junior University
 c/o Stanford Management Company
 Attn: Jin Gu
 2770 Sand Hill Road
 Menlo Park, CA 94025
 jingu@stanford.edu
	  	20,000
		
	 J. Warren Huff
 1002 Ashlawn Drive
 Southlake, TX 76092
	  	3,337
		  	 
	 Total:
	  	11,880,470
		  	 

  

 6