Fifth Amended and Restated Registration Rights Agreement dated 09/14/1999



 Exhibit 4.2 
 FIFTH AMENDED AND RESTATED 
 REGISTRATION RIGHTS AGREEMENT 
 MASIMO CORPORATION 
 This Fifth Amended
and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of September 14, 1999, by and among MASIMO CORPORATION, a Delaware corporation (the “Company”) and the undersigned holders of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock and Series F Preferred Stock of the Company (collectively, the “Purchasers”). This Agreement restates and amends in full the Registration Rights
Agreement dated October 30, 1991 among the Company and the holders of Series A Preferred Stock of the Company, the First Amended and Restated Registration Rights Agreement dated May 21, 1992 between the Company and the holders of Series A
Preferred Stock and Series B Preferred Stock of the Company, the Second Amended and Restated Registration Rights Agreement dated December 10, 1993 between the Company and the holders of Series A Preferred Stock and Series B Preferred Stock of
the Company, the Third Amended and Restated Registration Rights Agreement dated January 17, 1995 by and among the Company and the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock and the Fourth Amended
and Restated Registration Rights Agreement dated December 3, 1997 by and among the Company and the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock. 
 1. Definitions. As used herein: 
 (a)
The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (the “Securities
Act”), and the declaration or ordering of the effectiveness of such registration statement. 
 (b) For the purposes hereof the term
“Registrable Securities” means shares of (i) any and all shares of common stock of the Company issued or issuable upon conversion of the Series A Preferred Stock (the “Series A Shares”), Series B Preferred Stock (the
“Series B Shares”), Series C Preferred Stock (the “Series C Shares”), Series E Preferred Stock (the “Series E Shares”) or Series F Preferred Stock (the “Series F Shares”) of the Company issued as of this date
or at any time hereafter, (ii) shares of stock issued with respect to or in any exchange for or in replacement of stock included in (i) above which have not been resold to the public in a registered public offering, or (iii) shares of
stock issued in respect of the stock referred to in (i) and (ii) as a result of a stock split, stock dividend or the like, which have not been resold to the public in a registered public offering. 
 (c) The terms “Holder” or “Holders” mean any person or persons to whom Registrable Securities were originally issued and who execute
this Agreement or qualifying transferees under Section 11 hereof who hold Registrable Securities. 
 (d) The term “Initiating
Holders” means (i) any Holder or Holders of in the aggregate at least 75% of the Registrable Securities, (ii) any Holder or Holders of at least 75% of the Registrable Securities designated as Series C Shares (iii) any Holder or
Holders of at least 75% of the Registrable Securities designated as Series E Shares or (iv) any Holder or Holders of at least 75% of the Registrable Securities designated as Series F Shares. 







 (e) The term “SEC” means the Securities and Exchange Commission. 
 2. Demand Registration. 
 (a)
Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the
Company will: 
 (i) within ten (10) days after the receipt thereof give written notice of the proposed registration, qualification or
compliance to all other Holders; and 
 (ii) as soon as practicable, use its diligent best efforts to effect all such registration,
qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with
exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or
Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within 30 days after
receipt of such written notice from the Company; provided that the Company shall not be obligated to take any action to effect such registration pursuant to this Section 2: 
 (A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such
registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act; or 
 (B) In the case of a request from Initiating Holders described in clause (i) of the definition of Initiating Holders, after the Company has already effected two (2) such registrations pursuant to this
subsection 2(a) and such registrations have been declared or ordered effective; or 
 (C) In the case of a request from Initiating Holders
described in clause (ii), (iii) or clause (iv) of the definition of Initiating Holders, after the Company has already effected one (I) such registration pursuant to this subsection 2(a) and such registration has been declared or
ordered effective. 
 Subject to the foregoing clauses (A) through (C), the Company shall file a registration statement covering the Registrable
Securities so requested to be registered as soon as practical, but in any event within 90 days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to the Holders a certificate
signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be
required and it is therefore essential to defer the filing of such registration statement, 
  

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 the Company shall have an additional period of not more than 60 days after the expiration of the initial 90 day period
within which to file such registration statement. The Company may not provide such a certificate more than once during any 12 month period. 
 (b) Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to
Section 2(a) and the Company shall include such information in the written notice referred to in subsection 2(a)(i). In such event, if so requested in writing by the Company, the Initiating Holders shall negotiate with an underwriter selected
by the Company with regard to the underwriting of such requested registration; provided, however, that if a majority in interest of the Initiating Holders have not agreed with such underwriter as to the terms and conditions of such underwriting
within 20 days following commencement of such negotiations, a majority in interest of the Initiating Holders may select an underwriter of their choice. The right of any Holder to registration pursuant to Section 2 shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent
provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such
underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of
shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities who have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and
underwriting shall be allocated among Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders. If any Holder of Registrable Securities disapproves of the terms
of the underwriting, he may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter’s marketing
limitation or withdrawn from such underwriting shall be withdrawn from such registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company, employees of the Company and other holders of the
Company’s Common Stock may include securities for its (or their) own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and
underwriting will not thereby be limited. 
 3. Company Registration. 
 (a) Notice to Holders. If at any time or from time to time, the Company proposes to register any of its securities, for its own account or the
account of any of its stockholders other than the Holders, other than a registration relating solely to employee stock option or purchase plans, or a registration on Form S-4 relating solely to an SEC Rule 145 transaction, or a registration on any
other form (other than Form S-l, S-2 or S-3, or their successor forms) or any successor to such forms, which does not include substantially the same information as would be required to be included in a registration statement covering the sale of
Registrable Securities, the Company will: 
 (i) promptly give to each Holder written notice thereof (which shall include a list of the
jurisdictions in which the Company intends to attempt to qualify any securities under applicable blue sky or other state securities laws); and 
  

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 (ii) include in such registration (and any related qualification under blue sky laws or other
compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 30 days after receipt of such written notice from the Company, by any Holder or Holders to be included in
any such registration, except as set forth in subsection 3(b) below. 
 (b) Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 3(a)(i). In such event the right of any Holder to registration pursuant
to Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and the holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected
for such underwriting by the Company. Notwithstanding any other provision of this Section 3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the
number of Registrable Securities and other shares of Common Stock of the Company to be included in the registration and underwriting as well as the number of such shares to be sold by any selling stockholders. In the event of a cutback by the
underwriters of the number of Registrable Securities to be included in the registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the
number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated in proportion to the respective amounts of Registrable Securities held by each of such Holder as of the date of the notice
pursuant to subsection 3(a) above. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration. 
 4. Form S-3. After the Company has qualified as a registrant whose
securities may be sold pursuant to Form S-3, it shall upon the request of any Holder notify such Holder that it so qualifies. After the Company has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to request
an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of Registrable Securities to be disposed of and the intended method of disposition of such shares by such Holders), subject only to the
following: 
 (a) The Company shall not be required to effect a registration pursuant to this Section 4 within 90 days of the effective
date of any registration referred to in Sections 2 and 3 above. 
 (b) The Company shall not be required to effect a registration pursuant to
this Section 4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least
$500,000. 
  

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 (c) The Company shall not be required to effect more than one registration pursuant to this subsection 4
in any 12 month period. 
 The Company shall promptly give written notice to all Holders of the receipt of a request for registration
pursuant to this subsection 4 and shall provide a reasonable opportunity for such Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of subsection 2(b) shall apply to all
participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for
purposes of disposition. Any registration pursuant to Section 4 shall not be counted as registration pursuant to Section 2. 
 5.
Expenses of Registration. All reasonable expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement, including, without limitation, all registration, filing and qualification fees, printing
expenses, reasonable fees and disbursements of counsel for the Company and expenses of any special audits incidental to or required by such registration, shall be borne by the Company except as follows: 
 (a) The Company shall not be required to pay for expenses of any registration proceeding begun pursuant to Section 2, the request for which has been
subsequently withdrawn by the Initiating Holders, in which such case, such expenses shall be borne by the Holders requesting such withdrawal; provided, however, that if such withdrawal is primarily due to a material adverse change in the condition,
business or prospects of the Company from that known to the Holders at the time of their request, then the Company shall be required to pay such expenses and the Holders shall retain their rights pursuant to Section 2. 
 (b) The Company shall not be required to pay fees of legal counsel of a Holder except for the reasonable fees of a single counsel acting on behalf of all
selling Holders, or to pay underwriters’ fees, discounts or commissions relating to Registrable Securities. 
 6. Registration
Procedures. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will keep each Holder participating therein advised in writing as to the initiation of each registration,
qualification and compliance and as to the completion thereof. At its expense, the Company will: 
 (a) Keep such registration, qualification
or compliance pursuant to Sections 2, 3 or 4 effective for a period of 180 days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; and 
 (b) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them; and 
  

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 (c) Notify each Holder of Registrable Securities covered by such registration statement at any time when
a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and 
 (d) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable
Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date
that the registration statement with respect to such securities becomes effective, (i) a copy of an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a copy of a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any. 
 7. Indemnification. 
 (a) The Company will indemnify and hold harmless each Holder of Registrable
Securities, each of its officers, directors and partners, and each person controlling such Holder, with respect to which such registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and
each person who controls any underwriter of the Registrable Securities held by or issuable to such Holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereto) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any preliminary or final prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the
Company relating to action or inaction required of the Company in connection with any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and will reimburse each such Holder, each of its
officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending
or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission
based upon written information furnished to the Company by an instrument duly executed by such Holder or underwriter specifically for use therein, and provided further that the agreement of the Company to indemnify any underwriter and any person who
controls such underwriter contained herein with respect to any such preliminary prospectus shall not inure to the benefit of any underwriter, from whom the person asserting any such claim, loss, damage, liability or action purchased the stock which
is the subject thereof, if at or prior to the written confirmation of the sale of such stock, a copy of the prospectus (or the prospectus as amended or supplemented) was not sent or delivered to such person, excluding the documents 
  

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 incorporated therein by reference, and the untrue statement or omission of a material fact contained in such preliminary
prospectus was corrected in the prospectus (or the prospectus as amended or supplemented). 
 (b) Each Holder, severally and not jointly,
will, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and
officers, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company within the meaning of the Securities Act, and each other such Holder, each of its officers, directors
and partners and each person controlling such Holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact
contained in any preliminary or final prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance or based on any omission
(or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, partners, persons or
underwriters for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by
an instrument duly executed by such Holder specifically for use therein, and provided further that the agreement of the Holder to indemnify any underwriter and any person who controls such underwriter contained herein with respect to any such
preliminary prospectus shall not inure to the benefit of any underwriter, from whom the person asserting any such claim, loss, damage, liability or action purchased the stock which is the subject thereof, if at or prior to the written confirmation
of the sale of such stock, a copy of the prospectus (or the prospectus as amended or supplemented) was not sent or delivered to such person, excluding the documents incorporated therein by reference, and the untrue statement or omission of a
material fact contained in such preliminary prospectus was corrected in the prospectus (or the prospectus as amended or supplemented); provided, however, that in no event shall the indemnification provided by any Holder hereunder exceed the gross
proceeds received by such Holder for the sale of such Holder’s securities pursuant to such registration. 
 (c) Each party entitled to
indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying
Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 
  

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 8. Lock-Up Provision. Upon receipt of a written request by the Company or by its underwriters, the
Holders shall not sell, sell short, grant an option to buy, or otherwise dispose of shares of the Company’s Common Stock or other securities (except for any such shares included in the registration) for a period of one hundred eighty
(180) days following the effective date of the registration of the Company’s securities; provided, however, that (i) such Holder shall have no obligation to enter into the agreement described herein unless the executive officers,
directors and holders of five percent (5%) or more of the outstanding voting securities of the Company and all other Holders and holders of other registration rights from the Company, if any, enter into similar agreements, and (ii) nothing
herein shall prevent any Holder that is a partnership or a corporation from making a distribution of Registrable Securities to its partners or stockholders that is otherwise in compliance with applicable securities laws. The Company may impose
stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said 180-day period. 
 9. Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall promptly furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such
Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to herein. 
 10. Rule 144 Reporting. With a view to making available to Holders of Registrable Securities the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to
the public without registration, the Company agrees at all times after a public market exists for the Common Stock of the Company to: 
 (a)
Make and keep public information available, as those terms are understood and defined in SEC Rule 144; 
 (b) File with the SEC in a timely
manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); 
 (c) So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon such Holder’s reasonable request a written
statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the
general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so
filed by the Company as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration. 
 11. Transfer of Registration Rights. The rights to cause the Company to register Registrable Securities of a Holder and keep information
available, granted to a Holder by the 
  

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 Company under Sections 2, 3, 4 and 10 may be assigned by any Holder to a transferee or assignee of at least 50,000 shares
(including shares transferred by any affiliate of a Holder and as adjusted for stock splits, stock dividends, reorganizations and the like from the date hereof) of its Registrable Securities not sold to the public or up to three transferees or
assignees of any shares of its Registrable Securities not sold to the public that are partners, stockholders or affiliates of such Holder, provided, that the Company is given written notice by the Holder at the time of or within a reasonable time
after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned, and provided further, that any such transferee or assignee shall agree
in writing to become subject to the obligations of the transferring Holder hereunder and shall expressly agree not to transfer such rights other than to a purchaser of at least 50,000 shares (adjusted as described above) of Registrable Securities
not sold to the public. 
 12. Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company
shall not, without the prior written consent of the Holders of sixty percent (60%) of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such
holder or prospective holder to include such securities in any registration filed under Section 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to
the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included. 
 13. Miscellaneous: Restatement and Amendment of October 30, 1991, May 21, 1992, December 10, 1993, January 17, 1995 and December 3, 1997 Registration Rights Agreements. 
 (a) Any term of this Agreement may be amended and the observance of any such term may be waived (either generally or in a particular instance and either
retroactively or prospectively) with the written consent of the Company and Holders holding at least sixty percent (60%) of the outstanding Registrable Securities. Any amendment or waiver affected in accordance with this paragraph shall be
binding upon the parties hereto and their successors and assigns. 
 (b) This Agreement shall be governed in all respects by the laws of the
State of California, without giving effect to its principles regarding conflicts of law. 
 (c) This Agreement constitutes the full and
entire understanding and agreement between the parties with respect to the subject hereof. The Company, Tamalpais Associates, L.P., Fiebusch & Co., Inc., VSI Investors and Jose A. Nessim and Freda Nessim, Trustees of the Jose A. Nessim and
Freda Nessim Trust, 1971 (the “Series A Holders”) acknowledge and agree that this Agreement restates and amends in full the Registration Rights Agreement dated October 30, 1991 by and among the Company and the Series A Holders. The
Company, DSV Partners and the Series A Holders acknowledge and agree that this Agreement restates and amends in full the First Amended and Restated Registration Rights Agreement dated May 21, 1992 by and among the Company, DSV Partners and the
Series A Holders. The Company, DSV Partners, the Series A Holders and Fiebusch & Co., Inc., VSI Investors and Dr. Jeremy Swan (collectively, the “Series B Holders”) acknowledge and agree that this Agreement restates and
amends in full the Second Amended and Restated Registration Rights Agreement dated December 10, 1993 by and among the Company, DSV Partners, the Scries A Holders and the Series B Holders. The Company, DSV Partners, the Series A 
  

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 Holders, the Series B Holders, The Vertical Fund and Vertical Partners, Ltd. acknowledge and agree that this Agreement
restates and amends in full the Third Amended and Restated Registration Rights Agreement dated January 17, 1997 by and among the Company, DSV Partners, the Series A Holders, the Series B Holders, The Vertical Fund and Vertical Partners, Ltd.
The Company, DSV Partners, the Series A Holders, the Series B Holders, Chancellor Private Capital Partners III, L.P., Chancellor Private Capital Offshore Partners II, L.P., Chancellor Private Capital Offshore Partners I, C.V., Citiventure 96
Partnership, L.P., Invesco Global Health Sciences Fund (Invesco Funds Group Inc.), The Liberman Family Trust dated December 13, 1989, Berkeley Investments, Ltd., Daystar Realty, Ltd., Dr. Ernesto Gangitano, The John F. Vogt Family Trust
dated November 7, 1989 and Dennis Peterson (collectively with The Vertical Fund and Vertical Partners, Ltd., the “Series C Holders”), WPG-Farber, Weber Present Fund, L.P., WPG-Farber, Weber Overseas, L.P., WPG-Faber, Present QP Fund,
L.P., WPG-Farber, Present Overseas, L.P., 3GT Investment Partnership, Edward A. Fortino and Dayle Duchossois Fortino, Craig J. Duchossois, Kimberly Duchossois, The Richard Duchossois Revocable Trust dated January 18, 1980, Westfield Performance
Fund, Westfield Technology Fund, ABS Employees’ Venture Fund, LP, Patrick Seaver, Scott C. Hornick, Ryan Drant, Gordon H. Olson, Stephen C. Jensen, Louis J. Knobbe, Gerard von Hoffman, William H. Nieman, Richard C. Riggs, Jr., Moore Global
Investments, Ltd., Remington Investment Strategies, LP, James P. Scopa, Stradling Yocca Carlson & Rauth Investment Partnership of 1982, Tennyson Private Placement Opportunity Fund, LLP, Timothy M. Murphy and Irene P. Gallo Murphy,
Greenwood Equities, LLC, Juliet Challenger, Inc., The Henry L. Hillman Trust dated November 18, 1985, Thomas G. Bigley and C.G. Grefenstette, Trustees Under Agreements of Trust Dated December 30, 1976 for Children of Juliet Lea Hillman
Simonds, Thomas G. Bigley and C.G. Grefenstette, Trustees Under Agreements of Trust Dated December 30, 1976 for Children of Audrey Hillman Fisher, Thomas G. Bigley and C.G. Grefenstette, Trustees Under Agreements of Trust Dated
December 30, 1976 for Children of Henry Lea Hillman, Jr., Thomas G. Bigley and C.G. Grefenstette, Trustees Under Agreements of Trust dated December 30, 1976 for Children of William Talbott Hillman, Thomas R. Hitchner, and COLIN Corporation
(collectively, the “Series E Holders”) acknowledge and agree that this Agreement restates and amends in full the Fourth Amended and Restated Registration Rights Agreement dated December 3, 1997 by and among the Company, DSV Partners,
the Series A Holders, Series B Holders, Series C Holders and Series E Holders. 
 (d) All notices and other communications required or
permitted hereunder shall be in writing and shall be personally delivered, mailed by first class mail, postage prepaid, or delivered by Federal Express overnight delivery, addressed to the Holder’s address set forth below its
representative’s signature or, if to the Company, at the following address: 
 Masimo Corporation 
 2852 Kelvin Avenue 
 Irvine, California 92614 
 or at such other address as the Company or any Holder shall hereafter furnish in writing. Notices that are mailed shall
be deemed delivered three (3) days after deposit in the United States mail. 
 (e) In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  

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 (f) This Agreement may be executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument. 
 (g) Should any litigation or arbitration be commenced by any party hereto
concerning any provision of this Agreement, then the prevailing party in such litigation or arbitration shall be entitled to, in addition to such other relief as may be granted, reasonable attorneys’ fees, expert witness expenses, and other
costs. 
  

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 IN WITNESS WHEREOF, the parties have executed this Fourth Amended and Restated Registration Rights
Agreement as of the date and year first above written. 
  

					
		 	COMPANY:
		
		 	MASIMO CORPORATION
			
		 	By:	 	 /s/ Joe E. Kiani

		 		 	Joe E. Kiani, President
		
		 	PURCHASERS:
		
	Address:	 	TAMALPAIS ASSOCIATES, LP.
			
	 c/o Feibusch & Co., Inc.
 80 E. Sir
Francis Blvd. 3D
 Larkspur, California 94939
	 	By:	 	Laurel Grove Trust, G.P.
		 	By:	 	 /s/ Feibusch

	Shares:	 		 	
		 	Print Name:	 	Feibusch
	200,000 Series A Preferred	 		 	
		 	Its:	 	Trustee
		
	Address:	 	JOSE A. NESSIM AND FREDA NESSIM TRUST, 1971
			
	 9730 Wilshire Blvd., #200
 Beverly Hills, California
90212
	 		 	
			
	Shares:	 	By:	 	 /s/ Jose A. Nessim TT

		 		 	Jose A. Nessim, Trustee
	 47,726 Series A Preferred
 50,000 Series B
Preferred
	 		 	
		 	By:	 	 /s/ Freda Nessim TT

		 		 	Freda Nessim, Trustee
		
	Address:	 	FEIBUSCH & CO. INCORPORATED
			
	 80 E. Sir Francis Blvd, 3D
 Larkspur, California
94939
	 	By:	 	 /s/ Feibusch

		 	Print Name:	 	Feibusch
	Shares:	 		 	
		 	Its:	 	President
	 398,061 Series A Preferred
 110,000 Series B
Preferred
	 		 	

  

 12 









					
	Address:	 	DSV PARTNERS IV
		
	 1920 Main Street, #820
 Irvine, California
92614
	 	By: DSV MANAGEMENT, LTD.
			
	 Shares:
  
	 	By:	 	 /s/ James R. Bergman

	925,000 Series B Preferred	 	Print Name:	 	 James R. Bergman

		 	Its:	 	 General Partner

		
	Address:	 	DR. JEREMY SWAN
		
	 250 No. San Rafael
 Pasedena, California
91105
	 	
		 	 /s/ Jeremy Swan

	Shares: 12,500 Series B Preferred	 	Dr. Jeremy Swan
		
	Address:	 	THE VERTICAL FUND
		
	 100 New Town Lane, #2
 East Hampton, New York
11937
	 	 By: THE VERTICAL GROUP, INC.,
        general partner

			
	Shares:	 		 	
		 	By:	 	 /s/ Jack Lasersohn

	245,398 Series C Preferred	 		 	
		 	Print Name:	 	  

			
		 	Its:	 	  

		
	Address:	 	VERTICAL PARTNERS LTD.
		
	 100 New Town Lane, #2
 East Hampton, New York
11937
	 	 By: THE VERTICAL GROUP, INC.,
        general partner

			
	Shares:	 		 	
		 	By:	 	 /s/ Jack Lasersohn

	61,350 Series C Preferred	 		 	
		 	Print Name:	 	  

			
		 	Its:	 	  


  

 13 









					
		 	Chancellor Private Capital Partners III, L.P.
		
		 	BY: CPCP Associates, L.P., its general partner
		 	BY: INVESCO Private Capital, Inc.,
	Address:	 	       its general partner
			
	 c/o INVESCO Private Capital, Inc.
 1166 Avenue of the
Americas, 27th Floor
 New York, New York 10036
	 	By:	 	 /s/ Howard Goldstein

			
	Shares:	 	Print Name:	 	 Howard Goldstein

			
	197,816 Series C Preferred	 	Title:	 	 Managing Director

		
		 	Citiventure 96 Partnership, L.P.
	 Address:
	 		 	
		
	 c/o INVESCO Private Capital, Inc.
 1166
Avenue of the Americas, 27th Floor
 New York, New York 10036
	 	 BY: INVESCO Private Capital Inc.
        as investment advisor

	 	  
 By:
	 	 /s/ Howard Goldstein

			
	Shares:	 	Print Name:	 	  

			
	753,836 Series C Preferred	 	Title:	 	  

		
		 	Chancellor Private Capital Offshore Partners II, L.P.
		
	Address:	 	BY: CPCO Associates, L.P., its general partner
		 	 BY: INVESCO Private Capital, Inc.,
        its general partner

	 c/o INVESCO Private Capital, Inc.
 1166 Avenue of the
Americas, 27th Floor
 New York, NY 10036
	 	



By:	 	 /s/ Howard Goldstein

			
	Shares:	 	Print Name:	 	  

			
	325,997 Series C Preferred	 	Title:	 	  

		
		 	Chancellor Private Capital Offshore Partners I,C.V.
		
	Address:	 	 BY: Chancellor KME IV Partner, L.P.,
        its investment general partner

	 c/o INVESCO Private Capital, Inc.
 1166 Avenue of the
Americas, 27th Floor
 New York, New York 10036
	 	 BY: INVESCO Private Capital, Inc.,
        its general partner

		 	By:	 	 /s/ Howard Goldstein

			
	Shares:	 	Print Name:	 	  

			
	26,341 Series C Preferred	 	Title:	 	  


  

 14 









					
	Address:	 	INVESCO GLOBAL HEALTH SCIENCES FUND
			
	 7800 East Union Avenue
 Denver, Colorado
80237
	 	

By:	 	  

			
	Shares:	 	Print Name:	 	  

			
	125,000 Series C Preferred	 	Title:	 	  

		
	Address:	 	BERKELEY INVESTMENT LTD.
			
	 1180 Avenue of the Americas, Suite 1900
 New York, New
York 10036-8401
	 	

By:	 	 /s/ Kishore Mirchandani

			
	Shares:	 	Print Name:	 	 Kishore Mirchandani

			
	31,250 Series C Preferred	 	Title:	 	Director
		
	Address:	 	DAYSTAR REALTY LTD.
			
	 34-09 Queens Boulevard
 Long Island City, New York
11101
	 	By:	 	  

			
	Shares:	 	Print Name:	 	  

			
	31,250 Series C Preferred	 	Title:	 	  

		
	Address:	 	THE LIBERMAN FAMILY TRUST
			
	1525 Camino Lindo	 		 	
	South Pasadena, California 90130	 	By:	 	 /s/ Ricardo L. Liberman

		 		 	Ricardo L. Liberman, Trustee
			
	Shares:	 		 	
			
	12,500 Series C Preferred	 	By:	 	 /s/ Patricia U. Liberman

		 		 	Patricia U. Liberman, Trustee
		
	Address:	 	DR. ERNESTO GANGITANO
			
	1341 Descanso Dr.	 		 	
	La Canada, California 91011	 	 /s/ Ernesto Gangitano

		 	Dr. Ernesto Gangitano
	Shares: 12,500 Series C Preferred	 		 	

  

 15 









					
	Address:	 	JOHN F. VOGT FAMILY TRUST 11/7/89
			
	 625 Cumberland Road
 Glendale, California
91202
	 	By:	 	 /s/ John F. Vogt

		 		 	John F. Vogt, Trustee
	Shares:	 		 	
			
	12,500 Series C Preferred	 	By:	 	 /s/ Nancy R.Vogt

		 		 	Nancy R.Vogt, Trustee
		
	Address:	 	DR. DENNIS C. PETERSON, M.D.
		
	 338 SW Greenwood Avenue
 Topeka, Kansas
66606-1230
	 	
 /s/ Dennis C. Petterson, M.D.

		 	Dennis C. Petterson, M.D.
	Shares: 12,500 Series C Preferred	 		 	
		
	Address:	 	3GT INVESTMENT PARTNERSHIP
			
	 845 Larch Avenue
 Elmhurst, Illinois
60126
	 	 By:
  
	 	 /s/ Craig J. Duchossois

			
	Shares:	 	Print Name:	 	Craig J. Duchossois
			
	 30,000 Series D Preferred
 50,002 Series E
Preferred
	 	Its:	 	Trustee
		
	Address:	 	CRAIG J. DUCHOSSOIS
		
	 845 Larch Avenue
 Elmhurst, Illinois
60126
	 	
 /s/ Craig J. Duchossois

		 	Craig J. Duchossois
			
	Shares:	 		 	
			
	 8,000 Series D Preferred
 6,223 Series E
Preferred
	 		 	

  

 16 









					
	Address:	 	KIMBERLY T. DUCHOSSOIS
		
	 845 Larch Avenue
 Elmhurst, Illinois
60126
	 	
 /s/ Kimberly T. Duchossois

		 	Kimberly T. Duchossois
	Shares:	 		 	
			
	8,000 Series D Preferred	 		 	
	6,223 Series E Preferred	 		 	
		
	Address:	 	 RICHARD L. DUCHOSSOIS REVOCABLE
 TRUST U/A/D 1/18/80

	 845 Larch Avenue
 Elmhurst, Illinois
60126
	 		 	
		 	 /s/ Craig J. Duchossois

	Shares:	 	Craig J. Duchossois, Trustee
			
	8,000 Series D Preferred	 		 	
	6,223 Series E Preferred	 		 	
		
	Address:	 	WPG-FARBER, WEBER PRESENT FUND, L.P.
			
	590 Madison Avenue, 27th Floor	 		 	
	New York, New York 10022	 	By:	 	 /s/ Richard Pollack

			
	Shares:	 	Print Name:	 	Richard Pollack
			
	366,279 Series E Preferred	 	Its:	 	General Counsel
		
	Address:	 	WPG-FARBER WEBER OVERSEAS, L.P.
		
	One New York Plaza	 	By: Weiss, Peck & Greer, LLC, as a General Partner
	New York, New York 10004-1950	 		 	
			
	Shares:	 	By:	 	 /s/ Richard Pollack

			
	20,339 Series E Preferred	 	Print Name:	 	Richard Pollack
			
		 	Its:	 	General Counsel

  

 17 









					
	Address:	 	WPG-FARBER, PRESENT QP FUND, L.P.
		
	One New York Plaza	 	By: Weiss, Peck & Greer, LLC, as a General Partner
	New York, New York 10004-1950	 		 	
			
	Shares:	 	By:	 	 /s/ Richard Pollack

			
	1,462 Series E Preferred	 	Print Name:	 	Richard Pollack
			
		 	Its:	 	General Counsel
		
	Address:	 	WPG-FARBER, PRESENT OVERSEAS, L.P.
		
	One New York Plaza	 	By: Weiss, Peck & Greer, LLC, as a General Partner
	New York, New York 10004-1950	 		 	
			
	Shares:	 	By:	 	 /s/ Richard Pollack

			
	809 Series E Preferred	 	Print Name:	 	Richard Pollack
			
		 	Its:	 	General Counsel
		
	Address:	 	 EDWARD A. FORTINO AND
 DAYLE
DUCHOSSOIS FORTINO

	 845 Larch Avenue
 Elmhurst, Illinois
60126
	 		 	
		 	 /s/ Edward A. Fortino

	Shares:	 	Edward A. Fortino
		
	22,223 Series E Preferred	 	 /s/ Dayle Duchossois Fortino

		 	Dayle Duchossois Fortino
		
	Address:	 	WESTFIELD PERFORMANCE FUND
			
	 Westfield Capital Management
 One Financial Center, 23rd
Floor
 Boston, Massachusetts 02111
	 	By:	 	 /s/ C. Michael Hazard

			
		 	Print Name:	 	 C. Michael Hazard

			
	Shares:	 	Its:	 	  

			
	66,600 Series E Preferred	 		 	

  

 18 









					
	Address:	 	WESTFIELD TECHNOLOGY FUND
			
	 Westfield Capital Management
 One Financial Center, 23rd
Floor
	 	By:	 	 /s/ C. Michael Hazard

	Boston, Massachusetts 02111	 	Print Name:	 	C. Michael Hazard 
			
	Shares:	 		 	
		 	Its:	 	  

	11,100 Series E Preferred	 		 	
		
	Address:	 	ABS EMPLOYEES’ VENTURE FUND, LP
			
	 375 W. Padonia Road
 Timonium, Maryland
21093
	 	

By:	 	 /s/ Margaret-May V. Reston

			
	Shares:	 	Print Name:	 	Margaret-May V. Reston 
			
	23,132 Series E Preferred	 	Its:	 	VP of Alex. Brown Investments Inc.
		 		 	GP of the Partnership
		
	Address:	 	PATRICK SEAVER
		
	650 Town Center Drive, Suite 2000	 	
	Costa Mesa, California 92626	 	 /s/ Patrick Seaver

		 	Patrick Seaver
	Shares: 5,555 Series E Preferred	 		 	
		
	Address:	 	SCOTT HORNICK
			
	223 S. Bayberry Street	 		 	
	Orange, California 92869	 	 /s/ Scott Hornick

		 	Scott Hornick
	Shares: 2,000 Series E Preferred	 		 	
		
	Address:	 	RYAN DRANT
			
	1119 St. Paul Street	 		 	
	Baltimore, Maryland 21202-6423	 	 /s/ Ryan Drant

		 	Ryan Drant
	Shares: 1,111 Series E Preferred	 		 	

  

 19 









					
	Address:	 		 	GORDON H. OLSON
			
	4032 Calle Ariana	 		 	
	San Clemente, California 92622	 		 	 /s/ Gordon H. Olson

		 		 	Gordon H. Olson
	Shares: 2,000 Series E Preferred	 		 	
			
	Address:	 		 	STEPHEN C. JENSEN
			
	 13672 Yellowstone Drive
 Santa Ana, California
92705
	 		 	
 /s/ Stephen C. Jensen

		 		 	Stephen C. Jensen
	Shares: 1,000 Series E Preferred	 		 	
			
	Address:	 		 	LOUIS J. KNOBBE
			
	11670 Skyline Drive	 		 	
	Santa Ana, California 92705	 		 	 /s/ Louis J. Knobbe

		 		 	Louis J. Knobbe
	Shares: 1,000 Series E Preferred	 		 	
			
	Address:	 		 	GERARD VON HOFFMANN
			
	 620 Newport Center Drive – 16th Floor
 Newport Beach, California 92660
	 		 	
 /s/ Gerard von Hoffmann

		 		 	Gerard von Hoffmann
	Shares: 1,000 Series E Preferred	 		 	
			
	Address:	 		 	WILLIAM H. NIEMAN
			
	1821 Whitestone	 		 	
	Santa Ana, California 92705	 		 	 /s/ William H. Nieman

		 		 	William H. Nieman
	Shares: 1,000 Series E Preferred	 		 	
			
	Address:	 		 	RICHARD C. RIGGS, JR.
			
	 1405 Parker Road
 Baltimore, Maryland
21227
	 		 	
 /s/ Richard C. Riggs, Jr.

		 		 	Richard C. Riggs, Jr.
	Shares: 11,111 Series E Preferred	 		 	

  

 20 









					
	Address:	 	MOORE GLOBAL INVESTMENTS, LTD.
		
	1251 Avenue of the Americas	 	By: Moore Capital Management, Inc.
	53rd Floor	 		 	
	New York, New York 10022	 		 	
		 	By:	 	 /s/ Kevin Shannon

	Shares:	 		 	
		 	Print Name:	 	Kevin Shannon 
	637,779 Series E Preferred	 		 	
		 	Its:	 	CFO
		
	Address:	 	REMINGTON INVESTMENT STRATEGIES, L.P.
		
	 1251 Avenue of the Americas, 53rd Floor
 New York, New York 10020
	 	

By: Moore Capital Advisors, LLC
			
	Shares:	 		 	
		 	By:	 	 /s/ Kevin Shannon

	140,000 Series E Preferred	 		 	
		 	Print Name:	 	Kevin Shannon 
			
		 	Its:	 	CFO
		
	Address:	 	JAMES P. SCOPA
			
	2650 Pierce Street	 		 	
	San Francisco, California 94123	 	 /s/ James P. Scopa

		 	James P. Scopa
	Shares: 2,200 Series E Preferred	 		 	
		
	Address:	 	 STRADLING YOCCA CARLSON & RAUTH
 INVESTMENT PARTNERSHIP OF 1982

	 660 Newport Center Drive, Suite 1600
 Newport Beach,
California 92660
	 		 	
		 	 /s/ Micheal K. Flynn

		 	Michael K. Flynn, Shareholder
	Shares: 3,700 Series E Preferred	 	

  

 21 








 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	PETER BOATRIGHT
		
	By:	 	 /s/ Peter Boatright

	Print Name:	 	Peter Boatright
	Title:	 	Owner
	Address:	 	4932 N.W. 31st ST.
		 	Oklahoma City, Ok. 73122
	Phone:	 	(405) 947-2428
	Fax:	 	(405) 947-4556


 Dated: September 28, 1999 
  

 22 









					
	Address:	 	 TENNYSON PRIVATE PLACEMENT
 OPPORTUNITY FUND, LLP

	 29 W. Susquehanna Avenue, 4th Floor
 Towson, Maryland
21204
	 		 	
			
	Shares:	 	By:	 	 /s/ Alfred M. Walpert

			
	50,000 Series E Preferred	 	Print Name:	 	Alfred M. Walpert
			
		 	Its:	 	Managing Member
		
	Address:	 	 TIMOTHY M. MURPHY AND
 IRENE P.
GALLO MURPHY

	55 Buick Street	 		 	
	Watertown, Massachusetts 02172	 	 /s/ Timothy M. Murphy

		 	Timothy M. Murphy
	Shares:	 		 	
		
	10,000 Series E Preferred	 	 /s/ Irene P. Gallo Murphy

		 	Irene P. Gallo Murphy
		
	Address:	 	GREENWOOD EQUITIES, LLC
			
	 36 S. Charles Street
 Baltimore, Maryland
21201
	 		 	
		 	By:	 	 /s/ Standard T. Klinefelter

	Shares:	 		 	
		 	Print Name:	 	 Standard T. Klinefelter

	11,111 Series E Preferred	 		 	
		 	Its:	 	Managing Member
		
	Address:	 	JULIET CHALLENGER, INC.
			
	 824 Market Street, Suite 900
 Wilmington, Delaware
19801
	 		 	
		 	By:	 	 /s/ Andrew H. McQuarrie

	Shares:	 		 	
		 	Print Name:	 	Andrew H. McQuarrie
	361,111 Series E Preferred	 		 	
		 	Its:	 	Vice President

  

 23 









					
	Address:	 		 	 HENRY L. HILLMAN TRUST U/A DATED
 NOVEMBER
18, 1985

	 1800 Grant Building
 Pittsburgh, Pennsylvania
15219
	 		 	
		 		 	 /s/ C.G. Grefenstette

	Shares: 83,333 Series E Preferred	 		 	C.G. Grefenstette, Trustee
			
	Address:	 		 	 TRUST DATED 12/30/76 FOR CHILDREN OF
 JULIET
LEA HILLMAN SIMONDS

	 1800 Grant Building
 Pittsburgh, Pennsylvania
15219
	 		 	
		 		 	 /s/ Thomas G. Bigley

	Shares:	 		 	Thomas G. Bigley, Trustee
			
	27,778 Series E Preferred	 		 	 /s/ C.G. Grefenstette

		 		 	C.G. Grefenstette, Trustee
			
	Address:	 		 	 TRUST DATED 12/30/76 FOR CHILDREN OF
 AUDREY
HILLMAN FISHER

	 1800 Grant Building
 Pittsburgh, Pennsylvania
15219
	 		 	
		 		 	 /s/ Thomas G. Bigley

	Shares:	 		 	Thomas G. Bigley, Trustee
			
	27,778 Series E Preferred	 		 	 /s/ C.G. Grefenstette

		 		 	C.G. Grefenstette, Trustee
			
	Address:	 		 	 TRUST DATED 12/30/76 FOR CHILDREN OF
 HENRY LEA
HILLMAN, JR.

	 1800 Grant Building
 Pittsburgh, Pennsylvania
15219
	 		 	
		 		 	 /s/ Thomas G. Bigley

	Shares:	 		 	Thomas G. Bigley, Trustee
			
	27,778 Series E Preferred	 		 	
		 		 	 /s/ C.G. Grefenstette

		 		 	C.G. Grefenstette, Trustee

  

 24 









					
	Address:	 	 TRUST DATED 12/30/76 FOR CHILDREN OF
 WILLIAM TALBOTT HILLMAN

	 1800 Grant Building
 Pittsburgh, Pennsylvania
15219
	 		 	
		 	 /s/ Thomas G. Bigley

	Shares:	 	Thomas G. Bigley, Trustee
		
	27,778 Series E Preferred	 	 /s/ C.G. Grefenstette

		 	C.G. Grefenstette, Trustee
		
	Address:	 	THOMAS R. HITCHNER
		
	 200 Wyndhurst Avenue
 Baltimore, Maryland
21210
	 	
 /s/ Thomas R. Hitchner

		 	Thomas R. Hitchner
	Shares: 4,445 Series E Preferred	 		 	
		
	Address:	 	COLIN CORPORATION
			
	2007-1	 		 	
	Hayasaki	 	By:	 	 /s/ Masayuki Shinoda

	Komachi City, Aichi Pref, Japan	 	Print Name:	 	Masayuki Shinoda
	485-8501	 	Title:	 	Chairman & CEO
			
	Shares:	 		 	
		 		 	
	33,333 Series E Preferred	 		 	

  

 25 








 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT

 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the
Series F Preferred Stock Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, referred to as the
“Agreements”), which, together with all counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements.

  

			
	Name of Purchaser:	 	Greystone Investments Limited
		
	By:	 	 /s/ P.R.    /s/ J.W.

		
	Print Name:	 	Pierson Management (Cayman) Limited
	Title:	 	Director
	Address:	 	Grand Pavilion
		 	Comercial Center
		 	802 West Bay Road
	Phone:	 	1345 9497942
	Fax:	 	1345 9496589


 Date:
September 29th 1999 







 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page
is attached (collectively, the “Agreements”), which, together with all counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the
terms of the Agreements. 
  

			
	Name of Purchaser:	 	HOWARD BALTER
		
	By:	 	 /s/ J.S. for Howard Balter

	Print Name:	 	Howard Balter
	Title:	 	CEO, Net2Phone
	Address:	 	1034 Reads Lane
		 	Far Rockaway, NY
	Phone:	 	201-928-4480
	Fax:	 	201-928-2611


 Dated: September     , 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	JOE MARSH
		
	By:	 	 /s/ Joe Marsh

	Print Name:	 	Joe Marsh
	Title:	 	  

	Address:	 	605 Surfside Dr.
		 	Akron, Ohio
		 	44319
	Phone:	 	(330) 645-0181
	Fax:	 	(330) 645-9309


 Dated: September 29, 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	MOSS FOREST VENTURE
		
	By:	 	 /s/ Frank H Montgomery Jr

	Print Name:	 	Frank H Montgomery Jr
	Title:	 	General Partner
	Address:	 	113, Eastpointe Circle
		 	Madison, MS 39110
	Phone:	 	601-853-0929
	Fax:	 	601-853-7610


 Dated: September 24, 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
		 	Southern Form Bureau
	Name of Purchaser:	 	Casualty Insurance Company
		
	By:	 	 /s/ David E. Stipe

	Print Name:	 	David E. Stipe
	Title:	 	Assistant Investment Advisor
	Address:	 	P.O. Box 1800
		 	Ridgeland, MS
	Phone:	 	601-957-4459
	Fax:	 	601-957-4636


 Dated: September 24, 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	Michael Nussbaum
		
	By:	 	 /s/ Michael Nussbaum

	Print Name:	 	 Michael Nussbaum

	Title:	 	Investor
	Address:	 	P.O. Box 1895
		 	Escondido, CA 92033
	Phone:	 	858 756 6502
	Fax:	 	858 756 6504


 Dated: September 27, 1999 
 Street Address: 
 7097, Rancho La Cima Dr. 
 Rancho Santa Fe, CA 92067 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	 Name of Purchaser:
	 	 Michael Nussbaum TTee
 For Acc Pension
Plan & Trust

	 
		
	By:	 	 /s/ Michael Nussbaum

	Print Name:	 	Michael Nussbaum
	Title:	 	TTee
	Address:	 	7097 Rancho La Cima R
		 	Rancho Santa Fe CA 92067
	Mailing:	 	P.O. Box 1895 ESCONDIDO, C92033
	Phone:	 	858-756-6507
	Fax:	 	858-756-6504


 Date: 10/11/99 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	Juliet Challenger, Inc.
		
	By:	 	 /s/ Andrew H. McQuarrie

	Print Name:	 	Andrew H. McQuarrie
	Title:	 	Vice President
	Address:	 	824 Market Street
		 	Suite 900
		 	Wilmington, DE 19801
	Phone:	 	302-655-4133
	Fax:	 	302-656-4884


 Date: September 29, 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	C.G. Grefenstette and Thomas G. Bigley Trustees
		
	By:	 	 /s/ T.G. Bigley

		
		 	 /s/ C.G. Grefenstette

	Print Name:	 	 C.G. Grefenstette

	Title:	 	 Trustee

	Address:	 	 1800 Grant Building

		 	 Pittsburgh, PA. 15219

	Phone:	 	 412-338-3456

	Fax:	 	 412-338-3696



 Dated: September 30, 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	C.G. GREFENSTETTE AND THOMAS G. BIGLEY TRUSTEES U/A/T DATED 12/30/76 FOR CHILDREN OF JULIET LEA HILLMAN SIMONDS
		
	By:	 	 /s/ T.G. Bigley

		
		 	 /s/ C.G. Grefenstette

	Print Name:	 	
		
	Title:	 	  

		
	Address:	 	  

		
		 	  

		
		 	  

		
	Phone:	 	  

		
	Fax:	 	  



 Dated: September     , 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	C.G. GREFENSTETTE AND THOMAS G. BIGLEY TRUSTEES U/A/T DATED 12/30/76 FOR CHILDREN OF HENRY LEA HILLMAN, JR.,
		
	By:	 	 /s/ T.G. Bigley

		
		 	 /s/ C.G. Grefenstette

		
	Print Name:	 	  

		
	Title:	 	  

		
	Address:	 	  

		
		 	  

		
		 	  

		
	Phone:	 	  

		
	Fax:	 	  



 Dated: September     , 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	C.G. GREFENSTETTE AND THOMAS G. BIGLEY TRUSTEES U/A/T DTD, 12/30/76 FOR CHILDREN OF AUDREY HILLMAN FISHER
		
	By:	 	 /s/ T.G. Bigley

		
		 	 /s/ C.G. Grefenstette

	Print Name:	 	
	Title:	 	  
  

	Address:	 	  
  

		 	  
  

		 	  
  

	Phone:	 	  
  

	Fax:	 	  
  



 Dated: September     , 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	C.G. Grefenstette and Thomas Bigley Trustees
		
	By:	 	 /s/ T.G. Bigley

		
		 	 /s/ C.G. Grefenstette

	Print Name:	 	
		
	Title:	 	 Trustee

		
	Address:	 	 1800 Grant Building
Pittsburgh, PA, 15219

		
	Phone:	 	 412-338-3456

		
	Fax:	 	 412-338-3686



 Dated: September 30, 1999 







 OMNIBUS SIGNATURE PAGE TO 
 MASIMO CORPORATION 
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT 
 FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 ESCROW AGREEMENT 
 The undersigned hereby executes and delivers (i) the Series F Preferred Stock
Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all
counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements. 
  

			
	Name of Purchaser:	 	TENNYSON FUND II, LLLP
		
	By:	 	 /s/ Alfred M. Walpert

	Print Name:	 	Alfred M. Walpert
	Title:	 	Managing Member
	Address:	 	29 W. Susquehanna Ave. 4th FL.
		 	Baltimore, MD 21204
	Phone:	 	410-296-1888
	Fax:	 	410-828-6084


 Dated: September 7, 1999 







 JOINDER AGREEMENT 
 THIS JOINDER AGREEMENT (the “Agreement”) is entered into as of this 7th day of September, 2000, by and between Masimo Corporation, a Delaware Corporation (the “Company”), and GE
Marquette Medical Systems, Inc. (the “Purchaser”). 
 RECITALS 
 WHEREAS, the Company and the Purchaser have entered into that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”)
dated concurrently herewith. 
 WHEREAS, pursuant to the Purchase Agreement the Purchasers are entitled to certain registration rights as
provided in the Company’s Fifth Amended and Restated Registration Rights Agreement dated September 14, 1999 (the “Amended Registration Rights Agreement”). 
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 1. Joinder to the Amended Registration Rights Agreement. The Purchaser hereby agrees to become a party to and be bound by, the terms
and conditions of the Amended Registration Rights Agreement, a copy of which is attached hereto as Exhibit A. The Purchaser shall be considered a “Holder” under the terms of the Amended Registration Rights Agreement and all terms and
conditions contained therein relating to Registrable Securities shall include the 454,546 shares of the Common Stock issued or issuable upon conversion of the Series F Preferred Stock purchased by the Purchaser pursuant to the Purchase Agreement.
The Company acknowledges and agrees that the Purchaser is a party to the Amended Registration Rights Agreement and is entitled to all rights thereunder. 
 2. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement and the Amended Registration Rights Agreement. 
 IN WITNESS WHEREOF, the parties have entered into this Joinder Agreement as of the date herein first above written. 
  

							
	MASIMO CORPORATION	 	GE MARQUETTE MEDICAL SYSTEMS, INC.
				
	By:	 	 /s/ Joe E. Kiani
	 	By:	 	 /s/ Kevin M. King

		 	Joe E. Kiani	 	Print Name:	 	 Kevin M. King

				
		 	 President and
 Chief Executive
Officer
	 	Title:	 	Vice President & GM Clinical System
		 	 	Address:	 	8200 W. Tower Ave,
		 		 		 	MilwauKee, WI 53223
		 		 	Phone:	 	414-362-2573
		 		 	Fax:	 	414-362-2824








 JOINDER AGREEMENT 
 THIS JOINDER AGREEMENT (the “Agreement”) is entered into as of this 14th day of March, 2001, by and between Masimo Corporation, a Delaware corporation (the “Company”), and Abbott Laboratories, an
Illinois corporation (the “Purchaser”). 
 RECITALS 
 WHEREAS, the Company and the Purchaser have entered into that certain Series G Preferred Stock Purchase Agreement (the “Purchase Agreement”)
dated concurrently herewith. 
 WHEREAS, pursuant to the Purchase Agreement the Purchaser is entitled to certain registration rights as
provided in the Company’s Fifth Amended and Restated Registration Rights Agreement dated September 14, 1999 (the “Amended Registration Rights Agreement”). 
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 1. Joinder to the Amended Registration Rights Agreement. The Purchaser hereby agrees to become a party to and be bound by the terms
and conditions of the Amended Registration Rights Agreement, a copy of which is attached hereto as Exhibit A. The Purchaser shall be considered a “Holder” under the terms of the Amended Registration Rights Agreement and all terms and
conditions contained therein relating to Registrable Securities shall include the 1,000,000 shares of the Common Stock issued or issuable upon conversion of the Series G Preferred Stock purchased by the Purchaser pursuant to the Purchase Agreement.
For purposes of applying the 75% requirement for “Initiating Holders” under Section (l)(d)(iv) of the Amended Registration Rights Agreement, the Series G Stock shall be counted along with the Series F Shares. The Company acknowledges and
agrees that the Purchaser is a party to the Amended Registration Rights Agreement and is entitled to all rights thereunder. 
 2.
Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement and the Amended Registration Rights Agreement. 
 IN WITNESS WHEREOF, the parties have entered into this Joinder Agreement as of the date herein first above written. 
  

							
	MASIMO CORPORATION	 	ABBOTT LABORATORIES
				
	By:	 	 /s/ Joe E. Kiani
	 	By:	 	 /s/ Christopher B. Begley

		 	Joe E. Kiani	 		 	Christopher B. Begley
		 	President and	 		 	President, Hospital Products Division and
		 	Chief Executive Officer	 		 	Senior Vice President
		 		 		 	200 Abbott Park Road
		 		 		 	Abbott Park, IL 60064
		 		 		 	Facsimile Number: (847) 937-2927








 JOINDER AGREEMENT 
 THIS JOINDER AGREEMENT (the “Agreement”) is entered into as of this l4th day of September, 2001, by and between Masimo Corporation, a Delaware corporation (the “Company”), and Datascope Corp., a
Delaware corporation (the “Purchaser”). 
 RECITALS 
 WHEREAS, the Company and the Purchaser have entered into that certain Series G Preferred Stock Purchase Agreement (the “Purchase Agreement”)
dated concurrently herewith. 
 WHEREAS, pursuant to the Purchase Agreement the Purchaser is entitled to certain registration rights as
provided in the Company’s Fifth Amended and Restated Registration Rights Agreement dated September 14, 1999 (the “Amended Registration Rights Agreement”). 
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 1. Joinder to the Amended Registration Rights Agreement. The Purchaser hereby agrees to become a party to and be bound by the terms
and conditions of the Amended Registration Rights Agreement, a copy of which is attached hereto as Exhibit A. The Purchaser shall be considered a “Holder” under the terms of the Amended Registration Rights Agreement and all terms and
conditions contained therein relating to Registrable Securities shall include the 384,616 shares of the Common Stock issued or issuable upon conversion of the Series G Preferred Stock purchased by the Purchaser pursuant to the Purchase Agreement.
For purposes of applying the 75% requirement for “Initiating Holders” under Section (l)(d)(iv) of the Amended Registration Rights Agreement, the Series G Stock shall be counted along with the Series F Shares. The Company acknowledges and
agrees that the Purchaser is a party to the Amended Registration Rights Agreement and is entitled to all rights thereunder. 
 2.
Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement and the Amended Registration Rights Agreement. 
 IN WITNESS WHEREOF, the parties have entered into this Joinder Agreement as of the date herein first above written. 
  

							
	MASIMO CORPORATION	 	DATASCOPE CORP.
				
	By:	 	 /s/ Joe E. Kiani
	 	By:	 	 /s/ Lawrence Saper

		 	 Joe E. Kiani
 President and
 Chief Executive Officer
	 		 	 Lawrence Saper
 Chairman and Chief Executive
Officer
 14 Philips Parkway

		 		 		 	Monrvale, NJ 07645