Sixth Amended and Restated Registration Rights Agreement between LXN Corporation and Preferred Stock Purchasers (October 16, 2000)

Summary

This agreement is between LXN Corporation and the purchasers of its Series A through Series F Preferred Stock. It replaces a previous registration rights agreement and sets out the rights of these investors to require the company to register their shares for public sale. The agreement also includes a waiver of certain rights of first refusal by earlier investors to allow the sale of Series F Preferred Stock. The main obligations involve the company facilitating the registration of shares and the investors agreeing to the new terms. The agreement is effective as of October 16, 2000.

EX-4.1 7 0007.txt SIXTH AMENDED AND RESTATED DATED OCTOBER 16, 2000 EXHIBIT 4.1 SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF OCTOBER 16, 2000 LXN CORPORATION SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Sixth Amended And Restated Registration Rights Agreement (the "Agreement") is made as of October 16, 2000 by and among LXN Corporation, a Delaware corporation (the "Company"), the purchasers of shares of Series A Preferred Stock of the Company listed on Exhibit A attached hereto (the "Series A Purchasers") pursuant to a Series A Preferred Stock Purchase Agreement dated February 7, 1994 (the "Series A Purchase Agreement"), the purchasers of shares of Series B Preferred Stock of the Company listed on Exhibit B attached hereto (the "Series B Purchasers") pursuant to a Series B Preferred Stock Purchase Agreement dated May 26, 1995 (the "Series B Purchase Agreement"), the purchasers of shares of Series C Preferred Stock of the Company listed on Exhibit C attached hereto (the "Series C Purchasers") pursuant to a Series C Preferred Stock Purchase Agreement dated July 12, 1996 (the "Series C Purchase Agreement"), the purchasers of Series D Preferred Stock of the Company listed on Exhibit D attached hereto (the "Series D Purchasers") pursuant to a Series D Preferred Stock Purchase Agreement dated September 5, 1997, October 31, 1997, and January 30, 1998 (the "Series D Purchase Agreement"), purchasers of Series E Preferred Stock of the Company listed on Exhibit E attached hereto (the "Series E Purchasers") pursuant to a Series E Preferred Stock Purchase Agreement dated March 8, 2000 (the "Series E Purchase Agreement") and purchasers of Series F Preferred Stock of the Company listed on Exhibit F attached hereto (the "Series F Purchasers") pursuant to a Series F Preferred Stock Purchase Agreement of even date herewith (the "Series F Purchase Agreement") (the Series A Purchasers, Series B Purchasers, Series C Purchasers, Series D Purchasers, Series E Purchasers and Series F Purchasers, collectively the "Purchasers"). Recitals A. The Company proposes to sell up to eight hundred fifty seven thousand one hundred forty three (857,143) shares of its Series F Preferred Stock ("Series F Preferred") pursuant to the Series F Purchase Agreement. B. Pursuant to the Series F Purchase Agreement, the Series F Purchasers have agreed to become parties to this Agreement on the terms set forth herein. C. In order to induce the Series F Purchasers to purchase the Series F Preferred, the Series A Purchasers, Series B Purchasers, Series C Purchasers, Series D Purchasers and Series E Purchasers have agreed to waive with respect to the issuance, purchase and sale of the Series F Preferred any and all rights of first refusal enjoyed by the Series A Purchasers, Series B Purchasers, Series C Purchasers, Series D Purchasers and Series E Purchasers pursuant to the Fifth Amended and Restated Registration Rights Agreement dated March 8, 1999, by and among the Company, the Series A Purchasers, the Series B Purchasers, the Series C Purchasers, the Series D Purchasers and the Series E Purchasers (the "1999 Registration Rights Agreement"). 1 D. In order to induce the Series F Purchasers to purchase the Series F Preferred, the Series A Purchasers, Series B Purchasers, Series C Purchasers, Series D Purchasers, Series E Purchasers and the Company have agreed that the 1999 Registration Rights Agreement is to be terminated and superseded in all respects by this Agreement. Now, Therefore, in consideration of the mutual promises and covenants hereinafter set forth, all parties hereto agree as follows: 1. Waiver Of Right Of First Refusal; Termination Of 1999 Registration Rights Agreement. The Series A Purchasers, Series B Purchasers, Series C Purchasers, Series D Purchasers and Series E Purchasers hereby waive with respect to the issuance, purchase and sale of the Series F Preferred any and all rights of first refusal (and any rights to notice in connection therewith) held by the Series A Purchasers, Series B Purchasers, Series C Purchasers, Series D Purchasers and Series E Purchasers pursuant to Section 8 of the 1999 Registration Rights Agreement. The 1999 Registration Rights Agreement is herewith terminated and superseded in all respects by this Agreement, pursuant to Section 11 thereof, and is of no further force or effect. 2. Certain Definitions. All capitalized terms used and not otherwise defined herein shall have the meanings given them in the Series E Purchase Agreement. As used in this Agreement, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Conversion Stock" means the Common Stock issued or issuable pursuant to conversion of the Preferred Stock. "Holder" shall mean (i) any of the Series A Purchasers holding Registrable Securities, (ii) any of the Series B Purchasers holding Registrable Securities, (iii) any of the Series C Purchasers holding Registrable Securities, (iv) any of the Series D Purchasers holding Registrable Securities, (v) any of the Series E Purchasers holding Registrable Securities, (vi) any of the Series F Purchasers holding Registrable Securities and (vii) any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 6.10 hereof. "Initiating Holders" shall mean any Holders who in the aggregate hold not less than fifty percent (50%) of the Registrable Securities. "Preferred Stock" shall mean, collectively, the Series A Preferred Stock issued pursuant to the Series A Purchase Agreement, the Series B Preferred Stock issued pursuant to the Series B Purchase Agreement, the Series C Preferred Stock issued pursuant to the Series C Purchase Agreement, the Series D Preferred Stock issued pursuant to the Series D Purchase Agreement or pursuant to the exercise of the outstanding warrant to purchase such shares of Series D Preferred Stock, the Series E Preferred Stock issued pursuant to the Series E Purchase Agreement or pursuant to the exercise of the outstanding warrants to purchase such shares of Series E Preferred Stock and the Series F Preferred Stock issued pursuant to the Series F Purchase Agreement. 2 "Purchase Agreements" shall mean the Series A Purchase Agreement, the Series B Purchase Agreement, the Series C Purchase Agreement, the Series D Purchase Agreement, the Series E Purchase Agreement and the Series F Purchase Agreement. "Purchaser" or "Purchasers" shall mean, collectively, the Series A Purchasers, the Series B Purchasers, the Series C Purchasers, the Series D Purchasers, the Series E Purchasers and the Series F Purchasers. "Registrable Securities" means the Conversion Stock and any Common Stock of the Company issued or issuable in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issuable with respect to the Conversion Stock; provided, however, that shares of Conversion Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction. The terms "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. "Registration Expenses" shall mean all expenses, except as stated in Section 6.5 hereof, incurred by the Company in complying with Sections 6.1, 6.2 and 6.3 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company) and the reasonable fees and disbursements of one counsel for all Holders. "Restricted Securities" shall mean the securities of the Company required to bear the legend set forth in Section 4 hereof. "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Selling Expenses" shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable if to the securities registered by the Holders and, except as set forth under "Registration Expenses", all reasonable fees and disbursements of separate counsel for any Holder. 3. Restrictions On Transferability. The Conversion Stock and any other securities issued in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. Each Holder will cause any proposed purchaser, assignee, transferee, or pledgee of any such shares held by the Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement. 3 4. Restrictive Legend. Each certificate representing: (i) the Conversion Stock and (ii) any other securities issued in respect of the Conversion Stock upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 5 below) be stamped or otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Each Holder consents to the Company's making a notation on its records and giving instructions to any transfer agent for the Preferred Stock or the Common Stock in order to implement the restrictions on transfer established in this Agreement. 5. Notice Of Proposed Transfers. The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 5. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities (other than: (i) a transfer not involving a change in beneficial ownership, or (ii) in transactions involving the distribution without consideration of Restricted Securities by the Purchaser to any of its partners or members, or retired partners or members), or to the estate of any of its partners or members or retired partners or members, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and shall be accompanied, at such holder's expense by either: (i) an unqualified written opinion of legal counsel who shall be, and whose legal opinion shall be, reasonably satisfactory to the Company addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company. Notwithstanding the foregoing, it is agreed that the Company will not request an opinion of counsel for the holder for transactions made in reliance on Rule 144 under the Securities Act except in unusual circumstances, the existence of which shall be determined in good faith by the 4 Board of Directors of the Company. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 4 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and the Company such legend is not required in order to establish compliance with any provision of the Securities Act. 6. Registration. 6.1 Requested 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 shares of the Company having registration rights, and the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed seven million five hundred thousand dollars ($7,500,000), the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and (ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable 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 Registrable Secu-rities 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 received by the Company within fifteen (15) days after receipt of such written notice from the Company; Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 6.1: (1) 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 may be required by the Securities Act; (2) Prior to twelve (12) months after the closing of the Company's first registered public offering of its stock, or prior to October 1, 2001, whichever is earlier; (3) Following notice to the Holders by the Company, during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; 5 (4) After the Company has effected two such registrations pursuant to this subparagraph 6.1(a), and such registrations have been declared or ordered effective; (5) If the Company shall furnish to such Initiating Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Chief Executive Officer it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 6.1 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, provided that the Company may not exercise this deferral right more than once per twelve (12) month period; or (6) If such registration, qualification or compliance is not proposed to be part of a firm commitment underwritten public offering with underwriters reasonably acceptable to the Company. Subject to the foregoing clauses (A) through (F), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. (b) Underwriting. In the event of an underwritten registration pursuant to Section 6.1, the Company shall advise the Holders as part of the notice given pursuant to Section 6.1(a)(i) that the right of any Holder to registration pursuant to Section 6.1 shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 6.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited 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 managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 6.1, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement. Neither the Company nor any other holders of Registration Rights may participate in the proposed offering if any Holders have been cut back pursuant to this Section 6.1(b). No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing 6 underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall continue to be subject to the terms of this Agreement including Section 7 hereof. 6.2 Company Registration. (a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders, other than: (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, or (iii) a registration in which the only equity security being registered is Common Stock issuable upon conversion of convertible debt securities which are also being registered, the Company will: (i) promptly give to each Holder written notice thereof (other than the initial public offering of the Company's securities, if all Holders are to be excluded therefrom pursuant to Section 6.2(b) below); and (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 ten (10) days after receipt of such written notice from the Company, by any Holder. (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 Section 6.2(a)(i). In such event the right of any Holder to registration pursuant to this Section 6.2 shall be conditioned upon such Holder's participation in such underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 6.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Registrable Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, from such registration; provided, however, that the aggregate amount of Registrable Securities of the holders to be included in the offering shall not be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the Holders may be excluded if the underwriters make the determination described above and no other Holder's securities are included. The Company shall so advise all Holders and other holders distributing their securities through such underwriting, and the number of shares of Registrable Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, that may be included in the registration and underwriting shall be allocated among all the Holders and such other holders of securities not exercising demand registration rights in proportion, as nearly as practicable, to the respective 7 amounts of Registrable Securities or securities held by such Holder or holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Agreement including Section 7 hereof. (c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. 6.3 Registration on Form S-3. (a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed five hundred thousand dollars ($500,000), and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as such Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to Sections 6.1 or this Section 6.3 in any six (6) month period. The Company shall inform other Holders of the proposed registration and offer them the opportunity to participate. In the event the registration is proposed to be part of a firm commitment underwritten public offering, the substantive provisions of Section 6.1(b) shall be applicable to each such registration initiated under this Section 6.3. Such registrations on Form S-3 shall be subject to the limitations, requirements and restrictions of this Section 6.3. The Company may include other shares of Common Stock in any of the registrations provided for in this Section 6.3, provided that such inclusion will not interfere with the marketing of the Registrable Securities to be registered by the Holders. (b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 6.3: (i) 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 may be required by the Securities Act; (ii) following the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately 8 following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) if the Company shall furnish to such Holder or Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Chief Executive Office it would be seriously detrimental to the Company or its stockholders for registration statements to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days from the receipt of the request to file such registration statement by such Holder or Holders, provided that the Company may not exercise this deferral right more than once per twelve (12) month period. 6.4 Limitations On Subsequent Registration Rights. From and after the Closing Date, the Company shall not enter into any agreement granting any holder or prospective holder of any securities of the Company registration rights with respect to such securities that are superior to the rights granted to the Purchasers hereunder without the written consent of the Holders of a majority of the Registrable Securities then outstanding. 6.5 Expenses Of Registration. All Registration Expenses, other than underwriting discounts and commissions and stock transfer taxes, but including the fees and expenses of one counsel which shall collectively represent the selling stockholders, shall be borne by the Company. 6.6 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 advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. The Company will: (a) Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least one hundred twenty (120) days or until the distribution described in the registration statement has been completed, whichever first occurs; (b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement; (c) Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities; (d) Use best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall 9 be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering; (f) 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 Act or 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; (g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and (h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration. 6.7 Indemnification. (a) The Company will indemnify each Holder, each of such Holder's officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any commission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of such Holder's officers and directors, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending of 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, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or 10 omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use therein; provided, however, that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the Commission at the time the registration statement becomes effective or the amended prospectus filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to the loss, liability, claim or damage. (b) Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify 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 or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of such Holder's officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, 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 such registration statement, prospectus, offering circular or other document, or 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, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending 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 and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection 6.7(b) shall be limited to such Holder's net proceeds received for the shares sold by such Holder. (c) Each party entitled to indemnification under this Section 6.7 (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 unreasonably be 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 under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is 11 a conflict of interest or separate and different defenses. 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. 6.8 Information By Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them 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 in this Agreement. 6.9 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public without registration, after such time as a public market exists for the Common Stock of the Company, the Company agrees to use all reasonable efforts to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended; (b) File with the Commission 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 (at any time after it has become subject to such reporting requirements); and (c) So long as the Purchaser owns any Restricted Securities to furnish to the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after ninety (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 Securities Exchange Act of 1934 (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 of the Company and other information in the possession of or reasonably obtainable by the Company as the Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing the Purchaser to sell any such securities without registration. 6.10 Transfer Of Registration Rights. The rights to cause the Company to register securities granted to the Purchasers under Sections 6.1, 6.2 and 6.3 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by the Purchaser pro-vided that: (i) such transfer may otherwise be effected in accordance with applicable securities laws, and (ii) such transferee agrees to be bound by the provisions of this Agreement. Notwithstanding the foregoing, the rights to cause the Company to register securities may be assigned to any constituent partner or member or retired partner or member of a Purchaser which is a partnership or limited liability company, or an affiliate of a Purchaser which is a corporation, or a family member or trust for the benefit of a Purchaser who is an individual, or to any holder of at least ten percent (10%) of the then outstanding Registrable 12 Securities (including Conversion Stock) provided written notice thereof is promptly given to the Company and the transferee agrees to be bound by the provisions of this Agreement. 6.11 Termination of Registration Rights. The rights granted pursuant to Sections 6.1, 6.2 and 6.3 of this Agreement shall terminate at the earlier of: (i) five (5) years after the date of the closing of the Company's initial public offering, or (ii) with respect to a Holder, at such time as the Holder is able to sell all of such Holder's shares pursuant to Rule 144 promulgated under the Securities Act, during any three (3) month period provided that the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. 7. Standoff Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days): (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section shall apply only to the Company's initial public offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement and shall only be applicable to the Holders if all officers and directors and greater than five percent (5%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company's initial public offering are intended third party beneficiaries of this Section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holders and John F. Burd, Gary H. Stroy, Prithipal Singh and Robert S. Galen agree that the Company may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of this Section 7. 8. Right Of First Refusal By Purchasers. 8.1 Grant. The Company hereby grants to each of the Purchasers the right of first refusal to purchase, pro rata, all or any part of the New Securities (as defined in Section 8.2) which the Company may from time to time propose to sell and issue. For purposes of this Agreement, a Purchaser's pro rata share is the ratio of the number of shares (on an as converted basis) of Registrable Securities purchased pursuant to the Purchase Agreements and Common Stock (collectively, the "Shares") held by such Purchaser to the total number of shares of Common Stock outstanding or issuable upon the conversion of any convertible securities to acquire Common Stock. If for any reason, a Purchaser should fail to exercise its right of first refusal provided in this Section 8, its pro rata share of New Securities, as defined hereinafter, may be purchased by the other Purchasers exercising such right in proportion, as nearly as practicable, to the ratio of the number of Shares held by any such Purchaser to the total number 13 of Shares held by all Purchasers exercising such right. This right of first refusal shall be subject to the following provisions: 8.2 Definition. "New Securities" shall mean any equity security of the Company, whether now authorized or not, and rights, options, or warrants to purchase said equity security, and securities of any type whatsoever that are, or may become convertible into or exercisable for said equity security; provided that "New Securities" does not include: (i) Series A Preferred Stock purchased pursuant to the Series A Purchase Agreement, including Common Stock issuable upon conversion of such Series A Preferred Stock; (ii) Series B Preferred Stock purchased pursuant to the Series B Purchase Agreement, including Common Stock issuable upon conversion of such Series B Preferred Stock; (iii) any Series C Preferred Stock that may be issued after July 31, 1997, including Common Stock issuable upon conversion of such Series C Preferred Stock; (iv) Series D Preferred Stock and warrant to purchase such Series D Preferred Stock purchased pursuant to the Series D Purchase Agreement, including Common Stock issuable upon conversion of such Series D Preferred Stock; (v) Series E Preferred Stock and warrants to purchase such Series E Preferred Stock purchased pursuant to the Series E Purchase Agreement, including Common Stock issuable upon conversion of such Series E Preferred Stock; (vi) Series F Preferred Stock purchased pursuant to the Series F Purchase Agreement, including Common Stock issuable upon conversion of such Series F Preferred Stock (vii) securities offered to the public generally pursuant to a registration statement, or under Regulation A, of the Securities Act; (viii) securities issued pursuant to the acquisition of another business entity by the Company by merger, purchase of substantially all of the assets of such entity, or other reorganization; (ix) shares of the Company's Common Stock issued pursuant to any arrangement approved by the Board of Directors to employees, officers, and directors of, or consultants or other persons performing services for, the Company; (x) shares of the Company's Common Stock or Preferred Stock issued in connection with any stock split, stock dividend, or recapitalization of the Company; (xi) warrants to purchase an aggregate of 5,692 shares of Common Stock issued to Imparial Bank, including any Common Stock issued upon exercise or conversion thereof; (xii) a warrant to purchase Common Stock issued to Steven Keeling, including any Common Stock issued upon exercise or conversion thereof; or (xiii) stock issued pursuant to any rights or agreements including without limitation convertible securities, options and warrants, provided that the rights of first refusal established by this Section 8 apply with respect to the initial sale or grant by the Company of such rights or agreements. 8.3 Notices. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser written notice (the "Notice") of its intention, describing the type of New Securities, the price, and the principal terms upon which the Company proposes to issue the same, and the minimum number of New Securities that the Purchaser will be eligible to purchase pursuant to this Section 8. Each Purchaser shall have fifteen (15) days from the delivery date of any Notice to agree to purchase up to the Purchaser's pro rata share of such New Securities for the price and upon the terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased and the name of the proposed purchasers, if known; provided, however, that in the event the Notice provides for payment for such New Securities other than in cash, each Purchaser shall have the option of paying for the New Securities by the discounted cash equivalent of the consideration described in the Notice as set forth in the Notice and as determined in good faith by the Board of Directors. If any Purchaser fails at any time to exercise his or her right hereunder to purchase all of the New 14 Securities to which he or she is then entitled, the Company shall promptly deliver a notice to all Purchasers stating the number of New Securities with respect to which the Right of Refusal is not being exercised and each Purchaser's pro rata share of such New Securities, and the other Purchasers exercising their rights under this Section may, within five (5) days from the date on which the Company delivers such a notice, agree to purchase pro rata all of such New Securities. 8.4 Failure to Exercise Right. In the event Purchasers fail to exercise the right of first refusal as to all of the New Securities pursuant to Section 8, the Company shall have ninety (90) days after the last date on which Purchasers' right to purchase lapsed to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within ninety (90) days from the date of said agreement) to sell the New Securities respecting which the Purchasers' option was not exercised, at or above the price and upon terms not materially more favorable to the purchasers of such securities than specified in the initial Notice given in connection with such sale. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said ninety (90) day period (or sold and issued New Securities in accordance with the foregoing within ninety (90) days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Purchasers in the manner provided above. 8.5 Termination. The right of first refusal granted under this Section shall expire as to all of the Purchasers upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement on Form S-1 or any successor form under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company to the public at a price per share (prior to underwriter commissions and offering expenses) of not less than twenty dollars ($20.00) per share (appropriately adjusted for any recapitalizations, stock splits, stock combinations, stock dividends and the like) which results in aggregate net cash proceeds to the Company in excess of twenty million dollars ($20,000,000). 8.6 Assignment. The right of first refusal granted under this Section may not be assigned to a transferee of less than fifty thousand (50,000) shares of Preferred Stock or Conversion Stock or all of the Preferred Stock or Conversion Stock previously held by the transferor; provided, however, that this right of first refusal may be assigned by any Purchaser to any wholly-owned subsidiary or constituent partner or member, retired partner or member or estate of any constituent or retired partner or member thereof, to any other Purchaser or to any affiliated entity of a Purchaser. 9. Information, Inspection, And Management Rights. 9.1 Rights. (a) As soon as practicable after the end of each fiscal year beginning with fiscal year 1995, and in any event within ninety (90) days thereafter, the Company will mail to each Purchaser who continues to hold at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series A Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series B Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series C Purchase 15 Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series D Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series E Purchase Agreement or at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series F Purchase Agreement, the audited consolidated financial statements for the Company and its consolidated subsidiaries for such year, prepared in accordance with generally accepted accounting principles. (b) As soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, the Company will mail to each Purchaser who continues to hold at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series A Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series B Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series C Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series D Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series E Purchase Agreement or at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series F Purchase Agreement, a consolidated balance sheet and statement of operations (that would include a profit and loss statement) for the Company and its consolidated subsidiaries for such month, prepared in accordance with generally accepted accounting principles. (c) As soon as practicable after the end of each fiscal quarter and in any event within forty-five (45) days thereafter, the Company will mail to each Purchaser who continues to hold at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series A Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series B Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series C Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series D Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series E Purchase Agreement or at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series F Purchase Agreement, a quarterly budget and a narrative report prepared by the Company's President explaining any deviations from the previous budget. (d) So long as a Purchaser holds at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series A Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series B Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series C Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series D Purchase Agreement, at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series E Purchase Agreement or at least ten percent (10%) of the Registrable Securities purchased pursuant to the Series F Purchase Agreement, such Purchaser or its representative shall have the right to: (i) consult with and advise management of the Company on significant business issues, including management's proposed annual operating plans, (ii) meet with management of the Company regularly during each year at the Company's facilities at mutually agreeable times for such consultation and advice and to review progress in achieving said plans, (iii) examine the books and records of the Company and inspect its facilities and request information at reasonable times and intervals concerning the general status of the Company's financial condition and operations, provided that access to highly confidential 16 proprietary information and facilities need not be provided, and (iv) if the Purchaser is not represented on the Company's Board of Directors, the Company shall invite a representative of the Purchaser to attend all meetings of its Board of Directors in a nonvoting observer capacity, and in this respect shall give such representative copies of all notices, minutes, consents, and other material that it provides to its directors; provided however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons. Such representative may participate in discussion of matters brought to the Board. 9.2 Assignment of Information and Inspection Rights. The rights granted pursuant to Section 9.1 may not be assigned or otherwise conveyed by any Purchaser or by any subsequent transferee of any such rights; provided, however, that such Purchaser, after giving notice to the Company in a timely manner, and subject to the Company's right to prohibit the transfer of such rights to an industry recognized competitor of the Company, may assign the rights granted pursuant to Section 9.1 (other than the rights set forth in Section 9.1(d), which may not be assigned) to any transferee who acquires not less than fifty thousand (50,000) shares of Preferred Stock or Common Stock issued upon conversion of such number of shares of Preferred Stock, or a combination thereof. 9.3 Confidentiality. Unless otherwise consented to in writing by the Company, the Purchaser or its assignee agree, and any representative of such purchaser or its assignee will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with the rights granted in Sections 9.1 and 9.2. 9.4 Termination of Covenants. The obligations of the Company set forth in Sections 9.1 and 9.2 shall terminate and be of no further force or effect upon the earlier of: (i) the closing of an underwritten public offering pursuant to an effective registration statement under the Securities Act, or (ii) at such time the Company is required to file reports pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. The confidentiality provisions set forth in Section 9.3 survive any such termination. 10. Voting Of A Director. The Company and the Holders agree to use their best efforts (including appropriate nominations of individuals for director and voting of shares of voting stock) to ensure that the director to be selected pursuant to the Company's Certificate of Incorporation by the holders of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, voting together as a class on an as converted basis, shall be acceptable to the directors elected by the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (voting together as a single class on an as-converted-to-Common Stock basis) and the director elected by holders of Series E Preferred Stock (voting as a single class) as well as the directors elected by the Common Stock (voting as a single class). 11. Amendment. Any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or 17 prospectively), only with the written consent of the Company and the holders of not less than a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this Section 11 shall be binding upon each Purchaser and each Holder of Registrable Securities at the time outstanding (including securities into which such securities are convertible), each future holder of all such securities, and the Company. 12. Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California, without respect to rules concerning the conflict of laws which would otherwise require application of the substantive law of another jurisdiction. The parties hereto agree to submit to the jurisdiction of the federal and state courts of the State of California matters with respect to the breach or interpretation of this Agreement or the enforcement of any and all rights, duties, liabilities, obligations, powers, and other relations between the parties arising under this Agreement. 13. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties regarding the matters set forth herein. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the successors, assigns, heirs, executors and administrators of the parties hereto. 14. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery to the party to be notified or three (3) days after deposit with the United States mail, by registered or certified mail, postage prepaid, addressed: (a) if to a Purchaser, at such Purchaser's address as set forth on the Schedule of Purchasers attached hereto, or at such other address as such Purchaser shall have furnished to the Company in writing in accordance with this Section 14, (b) if to any other holder of Conversion Stock, at such address as such holder shall have furnished the Company in writing in accordance with this Section 14, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder thereof who has so furnished an address to the Company, or (c) if to the Company, at its principal office. 15. Counterparts. 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 18 The foregoing agreement is hereby executed as of the date first above written. Company: LXN Corporation 6325 Lusk Boulevard San Diego, CA 92121 By:______________________________________ Michael Beeuwsaert, President 19 "PURCHASERS" _________________________________________ John F. Burd Gary H. Stroy LESOTO TRUST By: _____________________________________ Thomas R. Stanwood, Trustee BRANDON HUGH STROY TRUST By: _____________________________________ Patricia Kay Smith, Trustee D&A PARTNERS By: _____________________________________ Name: Richard Blakely Title: __________________________________ _________________________________________ Prithipal Singh _________________________________________ Satinder Singh 20 SINGH TRUST, UDT April 17, 1986 By: _____________________________________ Prithipal Singh, Trustee By: _____________________________________ Rajinder K. Singh, Trustee _________________________________________ Robert S. Galen _________________________________________ Ari D. Galen _________________________________________ Tamara A. Galen _________________________________________ DIAGNOSTIC SOLUTIONS, INC. By: _____________________________________ Name: ___________________________________ Title: __________________________________ GALEN ENTERPRISES, INC. By: _____________________________________ Name: Robert S. Galen Title: __________________________________ 21 RUSSELL 1988 REVOCABLE TRUST By: _____________________________________ Gordon Russell, Trustee ALTA V LIMITED PARTNERSHIP By: ALTA V MANAGEMENT PARTNERS, L.P. By: _____________________________________ Name: ___________________________________ Title: General Partner CUSTOMS HOUSE PARTNERS By: _____________________________________ Name: ___________________________________ Title: General Partner WALDEN CAPITAL PARTNERS WALDEN VENTURES WALDEN INVESTORS WALDEN INTERNATIONAL III, C.V. WALDEN CAPITAL PARTNERS II, L.P. WALDEN TECHNOLOGY VENTURES II, L.P. WALDEN - SIBC, L.P. By: _____________________________________ Name: ___________________________________ Title: General Partner 22 _________________________________________ Vladimir Ostoich MJT TRUST By: _____________________________________ Name: ___________________________________ Title: Trustee WS INVESTMENT COMPANY 95A By: _____________________________________ Name: ___________________________________ Title: General Partner ROVENT II LIMITED PARTNERSHIP By: ADVENT INTERNATIONAL LIMITED PARTNERSHIP, General Partner By: ADVENT INTERNATIONAL CORPORATION, General Partner By: _____________________________________ Name: ___________________________________ Title: __________________________________ 23 ADVENT PERFORMANCE MATERIALS LIMITED PARTNERSHIP By: ADVENT INTERNATIONAL LIMITED PARTNERSHIP, General Partner By: ADVENT INTERNATIONAL CORPORATION, General Partner By: _____________________________________ ADVENT INTERNATIONAL INVESTORS II LIMITED PARTNERSHIP By: ADVENT INTERNATIONAL CORPORATION, General Partner By: _____________________________________ ADVENT PARTNERS LIMITED PARTNERSHIP By: ADVENT INTERNATIONAL CORPORATION, General Partner By: _____________________________________ Name: ___________________________________ Title: __________________________________ _________________________________________ Dr. Thomas Ng _________________________________________ Tommy Laupsa 24 _________________________________________ Werner Muller _________________________________________ Pierre Andre Steiner _________________________________________ Heinz Muller _________________________________________ Reinhard Warnking _________________________________________ Mark Busser _________________________________________ Magne Jordanger _________________________________________ Egil Iversen (Plan bygg Holdings AS) _________________________________________ Erik Danielsen BANCA DEL GOTTARDO By: _____________________________________ Name: ___________________________________ Title: __________________________________ 25 BIOTECHNOLOGY DEVELOPMENT FUND, L.P. By: _____________________________________ Name: ___________________________________ Title: __________________________________ VERNON INTERNATIONAL, LTD. By: _____________________________________ Name: ___________________________________ Title: __________________________________ INVESTAR BURGEON VENTURE CAPITAL, INC. By: _____________________________________ Name: ___________________________________ Title: __________________________________ INVESTAR DAYSPRING VENTURE CAPITAL, INC. By: _____________________________________ Name: ___________________________________ Title: __________________________________ 26 MICROLIFE INVESTMENT CORP. By: _____________________________________ Name: ___________________________________ Title: __________________________________ _________________________________________ Robert S.C. Wang HOFUNG HOLDINGS, LTD. By: _____________________________________ Name: ___________________________________ Title: __________________________________ MATON FUND I, L.P. By: _____________________________________ Name: ___________________________________ Title: __________________________________ NIPPON INVESTMENT AND FINANCE CO., LTD. By: _____________________________________ Name: ___________________________________ Title: __________________________________ 27 INVESTMENT ENTERPRISE PARTNERSHIP "NIFIOA" By: _____________________________________ Name: ___________________________________ Title: __________________________________ INVESTMENT ENTERPRISE PARTNERSHIP "NIFIOB" By: _____________________________________ Name: ___________________________________ Title: __________________________________ _________________________________________ Arthur T.C. Au CGRM Partners, a Wisconsin General Partnership Name:____________________________________ Title:___________________________________ MedVenture Associates II By:______________________________________ Annette J. Campbell-White Managing Member of MedVenture Associates II Management Co., L.L.C., the General Partner of MedVenture Associates II 28 Premier Medical Partner Fund, L.P. By: Premier Capital Corporation its General Partner By:______________________________________ Name:____________________________________ Title:___________________________________ _________________________________________ Ursula Von Matt _________________________________________ Felber Ansgar _________________________________________ Fisca Finanz Ag _________________________________________ Xaver Andermatt _________________________________________ Albert Steiger Child Health Investment Corporation By:______________________________________ Craig Fischer Senior Vice President and CFO _________________________________________ Armin Nussbaumer _________________________________________ Brigitte Lehnen 29 _________________________________________ Seigfried Andermatt _________________________________________ Johann Rogenmoser BB BIOVENTURES L.P. By: BB BIOVENTURES L.P., its General Partner By: BB BIOVENTURES, N.V., its General Partner By:___________________________________________ Name: Dr. Ansbert Gadicke Title Managing Director MPM BIOVENTURES PARALLEL FUND, L.P. By:___________________________________________ Name: Dr. Ansbert Gadicke Title Manager MPM ASSET MANAGEMENT INVESTORS 1999 LLC By:___________________________________________ Name: Dr. Ansbert Gadicke Title Manager TDF MANAGEMENT PTE LTD. By: __________________________________________ Name: ________________________________________ Title: _______________________________________ 30 VENTANA By: _____________________________________ Name: ___________________________________ Title: _________________________________ VICTORY VENTURES LLC By: _____________________________________ Name: ___________________________________ Title: __________________________________ PARIBAS By: _____________________________________ Name: ___________________________________ Title: _________________________________ DRW VENTURE PARTNERS LP By: Dain Raucher Corporation Its: General Partner By: _____________________________________ Its: ____________________________________ [ROBERTSON STEPHENS] By: _____________________________________ Its: ____________________________________ 31 _________________________________________ DANIEL LEE HUNG KWONG INTERNATIONAL LTD By: _____________________________________ Its: ____________________________________ _________________________________________ HA LIN YIP HUANG [Signature Page to Sixth Amended and Restated Registration Rights Agreement] 32 EXHIBIT A --------- SERIES A PURCHASERS Number of Series A Purchasers Series A Shares - ------------------- --------------- Alta V Limited Partnership 214,413 c/o Burr, Egan, Deleage & Co. One Embarcadero Center, Suite 4050 San Francisco, CA 94111 Attn: Guy Nohra John F. Burd 6 ###-###-#### Glenstone Way San Diego, CA 92121 Customs House Partners 2,254 c/o Burr, Egan, Deleage & Co. One Embarcadero Center, Suite 4050 San Francisco, CA 94111 Attn: Guy Nohra Galen Enterprises, Inc. 11 ###-###-#### Warrensville Center Road Cleveland, OH 44122 Attn: Robert S. Galen Ari D. Galen 6,000 3330 Warrensville Center Road Cleveland, OH 44122 Attn: Robert S. Galen Tamara A. Galen 6,000 3330 Warrensville Center Road Cleveland, OH 44122 Attn: Robert S. Galen LeSoTo Trust 10,071 Thomas R. Stanwood Trustee Stanwood & Price 260 Sheridan Road, Suite 300 Palo Alto, CA 94306 A-1 Number of Series A Purchasers Series A Shares - ------------------- --------------- Russell 1988 Revocable Trust, 33,333 Gordon Russell Trustee c/o Sequoia Capital 3000 Sand Hill Road Building 9, Suite 280 Menlo Park, CA 94025 MJT Trust 8022 Lurine Tanimoto, Trustee 1438 Green Street, Unit 8A San Francisco, CA 94109 Brandon Hugh Stroy Trust 8021 Patricia Kay smith, Trustee 22448 Tim Tam Court Los Gatos, CA 95020 Walden Capital Partners 20,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Ventures 28,622 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Investors 40,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden International III, C.V. 40,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu A-2 Number of Series A Purchasers Series A Shares - ------------------- --------------- Walden Capital Partners II, L.P. 60,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Technology Ventures II, L.P. 12,002 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Prithipal Singh 7,333 25627 Elena Road Los Altos Hills, CA 94022 Singh Trust UDT April 17, 1986 10,000 Prithipal Singh and Rajinder K. Singh Trustees 25627 Elena Road Los Altos Hills, CA 94022 Satinder Singh 6,000 25627 Elena Road Los Altos Hills, CA 94022 Gary H. Stroy 13,263 c/o MedVenture Associates ------ 4 Orinda Way, Bldg. D Orinda, CA 94563 TOTAL: 543,334 A-3 EXHIBIT B --------- SERIES B PURCHASERS Number of Series B Purchasers Series B Shares - ------------------- --------------- LeSoTo Trust 7,000 Thomas R. Stanwood, Trustee Stanwood & Price Court House Plaza 260 Sheridan Road, Suite 300 Palo Alto, CA 94306 Brandon Hugh Stroy Trust 13,437 Patricia Kay Smith, Trustee 22448 Tim Tam Court Los Gatos, CA 95030 D&A Partners 1,750 c/o Dick Blakely Smith Barney 3000 Sand Hill Road Bldg. 3, Suite 190 Menlo Park, CA 94025 Prithipal Singh 7,000 25627 Elena Road Los Altos Hills, CA 94022 Russell 1988 Revocable Trust 21,800 Gordon Russell, Trustee c/o Sequoia Capital 3000 Sand Hill Road Building 9, Suite 280 Menlo Park, CA 94025 Vladimir Ostoich 9,000 61 Coronado Ave. Los Altos, CA 94022 B-1 Number of Series B Purchasers Series B Shares - ------------------- --------------- MJT Trust 5,187 Lurine Tanimoto, Trustee 1438 Green Street, Unit 8-A San Francisco, CA 94109 Walden Capital Partners 13,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Ventures 17,924 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Investors 26,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden International III, C.V. 26,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Capital Partners II, L.P. 39,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Technology Ventures II, L.P. 7,802 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu B-2 Number of Series B Purchasers Series B Shares - ------------------- --------------- Alta V Limited Partnership 138,643 c/o Burr, Egan, Deleage & Co. One Embarcadero Center, Suite 4050 San Francisco, CA 94111 Attn: Guy Nohra Customs House Partners 1,457 c/o Burr, Egan, Deleage & Co. One Embarcadero Center, Suite 4050 San Francisco, CA 94111 Attn: Guy Nohra Rovent II Limited Partnership 105,333 c/o Advent International 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Advent Performance Materials Limited Partnership 52,667 c/o Advent International 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Advent International Investors II Limited Partnership 1,000 c/o Advent International 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Advent International 1,000 75 State Street Boston, MA 02110 Attn: Gerard Moufflet WS Investment Company 95A 5,000 650 Page Mill Road ----- Palo Alto, CA ###-###-#### Attn: Francis S. Currie TOTAL: 500,000 B-3 EXHIBIT C --------- SERIES C PURCHASERS Number of Series Series C Purchasers C Shares ------------------- -------- Alta V Limited Partnership 29,688 c/o Burr, Egan, Deleage & Co. One Embarcadero Center, Suite 4050 San Francisco, CA 94111 Attn: Guy Nohra Customs House Partners 312 c/o Burr, Egan, Deleage & Co. One Embarcadero Center, Suite 4050 San Francisco, CA 94111 Attn: Guy Nohra Rovent II Limited Partnership 9,938 c/o Advent International 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Advent Performance Materials Limited 4,968 Partnership c/o Advent International 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Advent Partners Limited Partnership 94 c/o Advent International 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Banca del Gottardo 304,000 Viale S. Franscini 8 6900 Lugano Switzerland Tommy Laupsa 5,000 Chamstrasse 698 Switzerland Knonau, ZH 8934 C-1 Number of Series Series C Purchasers C Shares ------------------- -------- Werner Muller 10,000 Hirtenhofstrasse 42 Switzerland Luzern 6005 Pierre Andre Steiner 30,000 Promenade Noir 3 Switzerland Neuenburg 2000 Heinz Muller 20,000 Grindelstrasse 15 Switzerland Basserdorf 8303 Reinhard Warnking 1,000 3078 B. Prospect Park Drive Rancho Cordova, CA 95670 Mark Busser 5,000 Route du Crochet 7 Switzerland Givisiez/Fribourg (FR) 1762 Magne Jordanger 25,000 Askerveien 61 Norway Asker 1370 Planbygg Holdings AS 5,000 Egil Iversen Billingstadsletta 91 Norway Billingstad 1361 TDF Management PTE Ltd. 100,000 10 Science Park Rd. #01-01/03 The Alpha Singapore Science Park II Singapore, 117684 Attn: Dr. Thomas Ng C-2 Number of Series Series C Purchasers C Shares ------------------- -------- Erik Danielsen c/o Prospectiva Investments 16,200 STRADA REGINA 3 ------ 6900 Lugano Switzerland TOTALS: 566,200 C-3 EXHIBIT D --------- SERIES D PURCHASERS Number of Series D Purchasers Series D Shares - ------------------- --------------- Biotechnology Development Fund, L.P. 160,000 575 High Street, Suite 201 Palo Alto, CA 94301 Attn: Anselm Leung Veron International, Ltd. 160,000 ChinaChem Golden Plaza Top Floor 77 Mody Road TST East Kowloon, Hong Kong Attn: Joseph Leung Investar Burgeon Venture Capital, Inc. 26,667 575 High Street, Suite 201 Palo Alto, CA 94301 Investar Dayspring Venture Capital, Inc. 53,333 575 High Street, Suite 201 Palo Alto, CA 94301 Microlife Investment Corp. 80,000 7Fm 361 Ta Nan Road Shihlin Taipei, Taiwan R.O.C Robert S.C. Wang 80,000 HoFung Holdings, Ltd. 16,000 P.O. Box 88 1 Greenville Street St. Helier Jersey JE49PF Channel Islands Advent Partners Limited Partnership 251 75 State Street Boston, MA 02110 Attn: Gerard Moufflet D-1 Number of Series D Purchasers Series D Shares - ------------------- --------------- Advent Performance Materials Limited Partnership 13,248 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Rovent II Limited Partnership 26,501 c/o Advent International 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Alta V Limited Partnership 79,168 75 State Street Boston, MA 02110 Attn: Gerard Moufflet Customs House Partners 832 c/o Burr, Egan, Deleage & Co. One Embarcadero Center, Suite 4050 San Francisco, CA 94111 TDF Management PTE Ltd. 8,000 21 Science Park Road #02-01 The Aquarius Singapore Science Park II Singapore 117628 Walden Capital Partners 3,999 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden-SBIC, L.P. 25,588 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu D-2 Number of Series D Purchasers Series D Shares - ------------------- --------------- Walden International III, C.V. 14,797 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Investors 14,797 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Technology Ventures II, L.P. 5,199 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Ventures 9,680 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Toni Casey 2,000 23500 Ravensburg Ave. Los Altos Hills, CA 94024 Wen-Chen Yuan 40,000 Ursula Von Matt 1,600 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland D-3 Number of Series D Purchasers Series D Shares - ------------------- --------------- Felber Ansgar 2,500 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland Fisca Finanz Ag 4,000 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland Xaver Andermatt 4,000 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland Albert Steiger 1,000 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland Armin Nussbaumer 600 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland Brigitte Lehnen 600 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland D-4 Number of Series D Purchasers Series D Shares - ------------------- --------------- Siegfried Andermatt 1,000 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland Johann Rogenmoser 1,000 c/o Emanuel Orbist TEBOR Treuhand AG dipl. Treuhandexperte Bahnhofstrasse 21 6304 Zug Switzerland Maton Fund I, L.P. 80,000 2880 Lakeside Drive, #237 Santa Clara, CA 95054 Attn: Connie Chuang Nippon Investment and Finance Co., Ltd. 8,000 First Market Tower 525 Market Street, Suite 3420 San Francisco, CA 94105 Investment Enterprise Partnership "NIFIOA" 16,000 First Market Tower 525 Market Street, Suite 3420 San Francisco, CA 94105 Attn: Kristi Koyamatsu Investment Enterprisei Partnership "NIFIOB" 16,000 First Market Tower 525 Market Street, Suite 3420 San Francisco, CA 94105 Attn: Kristi Koyamatsu CGRM Investment Partnership 20,000 100 E. Wisconsin Avenue Milwaukee, WI 53202 Attn: Jeff Holmes D-5 Number of Series D Purchasers Series D Shares - ------------------- --------------- MedVenture Associates II 40,000 4 Orinda Way, Bldg. D Orinda, CA 94563 ABN AMRO Bank (Shweiz) 5,600 Beethovenstrasse 33 P.O. Box 5239 CH - 8022 Zurich, Switzerland Attn: Orsy Neuhaus Dr. Robert Bernstein ###-###-#### South Saint Francis St. Suite B Santa Fe, NM 87505 Child Health Investment Corporation 20,000 5803 West 64th Street Suite 208 Shawnee Mission, KS 66202 Attn: Sandra Tillman Arthur T.C. Au 16,000 Pun Ching Ling Suite 1203 Righful Center Tak Hing St. Kowloon, Hong Kong Premier Medical Partner Fund, L.P. 200,000 1225 El Camino Real San Diego, CA 92130 Attn: Palmer Ford BioAsia LLC (Warrant to Purchase Shares of Series D Preferred) 20,000 575 High Street, Suite 201 ------ Palo Alto, CA 94301 Attn: Anselm Leung TOTAL: 1,258,260 D-6 EXHIBIT E --------- SERIES E PURCHASERS Series E Purchasers Number of Series E Shares - ------------------- ------------------------- BB BioVentures L.P. 502,673 One Cambridge Center 9th Floor Cambridge, MA 02142 Attn: Joachim R. Rothe, PhD MPM BioVentures Parallel Fund, L.P 68,250 One Cambridge Center 9th Floor Cambridge, MA 02142 Attn: Joachim R. Rothe, PhD MPM Asset Management Investors 6,000 1999, LLC One Cambridge Center 9th Floor Cambridge, MA 02142 Attn: Joachim R. Rothe, PhD Alta V Limited Partnership 57,093 c/o Burr, Egan, Deleage & Co. One Embarcadero Center Suite 4050 San Francisco, CA 94111 Customs House Partners 600 c/o Burr, Egan, Deleage & Co. One Embarcadero Center Suite 4050 San Francisco, CA 94111 Walden Capital Partners 3,075 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu E-1 Series E Purchasers Number of Series E Shares - ------------------- ------------------------- Walden-SBIC, L.P. 20,751 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Investors 7,690 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Technology Ventures II 4,181 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Ventures 7,325 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Rovent II Limited Partnership 15,153 c/o Advent International 75 State Street Boston, MA 02109 Attn: Gerard Moufflet Advent Partners Limited Partnership 144 c/o Advent International 75 State Street Boston, MA 02109 Attn: Gerard Moufflet Advent Performance Materials 7,575 Limited Partnership c/o Advent International 75 State Street Boston, MA 02109 Attn: Gerard Moufflet E-2 Series E Purchasers Number of Series E Shares - ------------------- ------------------------- Premier Medical Partner Fund 21 ###-###-#### El Camino Real San Diego, CA 92130 Attn: Palmer Ford Biotechnology Development Fund 17,021 575 High Street, Suite 201 Palo Alto, CA 94301 Attn: Anselm Leung MedVenture Associates 19,230 4 Orinda Way, Bldg. D Orinda, CA 94563 Paribas 11,538 787 Seventh Avenue New York, NY 10019 Veron International, Ltd. 17,021 ChinaChem Golden Plaza Top Floor 77 Mody Road TST East Kowloon, Hong Kong Attn: Joseph Leung Child Health Investment Corporation 7 ###-###-#### West 64th Street ----- Suite 208 Shawnee Mission, KS 66202 TOTAL: 794,288 E-3 EXHIBIT F SERIES F PURCHASERS Series F Purchasers Number of Series F Shares - ------------------- ------------------------- BB BioVentures L.P. 61,671 One Cambridge Center 9th Floor Cambridge, MA 02142 Attn: Joachim R. Rothe, PhD MPM BioVentures Parallel Fund L.P. 9,297 One Cambridge Center 9th Floor Cambridge, MA 02142 Attn: Joachim R. Rothe, PhD MPM Asset Management Investor 1999 LLC 742 One Cambridge Center 9th Floor Cambridge, MA 02142 Attn: Joachim R. Rothe, PhD Alta V Limited Partnership 35,343 c/o Burr, Egan, Deleage & Co. One Embarcadero Center Suite 4050 San Francisco, CA 94111 Customs House Partners 371 c/o Burr, Egan, Deleage & Co. One Embarcadero Center Suite 4050 San Francisco, CA 94111 F-1 Series F Purchasers Number of Series F Shares - ------------------- ------------------------- Walden-SBIC, L.P. 6,000 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu Walden Technology Ventures II 1,142 750 Battery Street Seventh Floor San Francisco, CA 94111 Attn: Charles Hsu [Robertson Stephens] 35,714 [Address] DRW Venture Partners LP 35,714 Attn: Mary Zimmer MS 54N2 60 South 6th Street Minneapolis, MN 55402 Veron International, Ltd. 144,234 ChinaChem Golden Plaza Top Floor 77 Mody Road TST East Kowloon, Hong Kong Attn: Joseph Leung Hung Kwong International Limted 14,285 19E Nelson Street Mongkok Kowloon, Hong Kong Daniel Lee 7,143 [address] Ha Lin Yip Huang 7,143 [address] ----- TOTAL: 358,799 F-2 An extra section break has been inserted above this paragraph. Do not delete this section break if you plan to add text after the Table of Contents/Authorities. Deleting this break will cause Table of Contents/Authorities headers and footers to appear on any pages following the Table of Contents/Authorities. F-3