Section Headings and References. The section ------------------------------- headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. (signature page follows) Executed as of the date first written above. COMPANY: TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. By: ___________________________ Name: Andrew L. Simon Title: President xxx XXX PURCHASERS: CAMDEN PARTNERS STRATEGIC FUND III, L.P. By: Camden Partners Strategic III, LLC, its General Partner By: Camden Partners Strategic Manager, LLC, its Managing Member By: __________________________________ Name: Donald W. Hughes Title: Managing Xxxxxx CAMDEN PARTNERS STRATEGIC FUND III-A, L.P. By: Camden Partners Strategic III, LLC, its General Partner By: Camden Partners Strategic Manager, LLC, its Managing Member By: __________________________________ Name: Donald W. Hughes Title: Managing Xxxxxx EXHIBIT A --------- LIST OF PURCHASERS ------------------ NAME AND ADDRESS ---------------- CAMDEN PARTNERS STRATEGIC FUND III, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt Street, Suite 1200 Baltimore, MD 21202 CAMDEN PXXXXXXX XXXXXXXXX XXXX III-A, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt Street, Suite 1200 Baltimore, MD 21202 XXXXXXX D --------- TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. VOTING AGREEMENT ---------------- This Agreement dated as of May 31, 2006 is entered into by and among Touchstone Applied Science Associates, Inc., a Delaware corporation (the "Company"), the persons and entities listed on Exhibit A hereto (individually, a "Purchaser" and collectively, the "Purchasers") and the persons and entities listed on Exhibit B hereto (individually, a "Stockholder" and collectively, the "Stockholders").
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Section Headings and References. The section ------------------------------- headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. (signature page follows) Executed as of the date first written above. COMPANY: TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. By: ___________________________ /s/ ANDREW L. SIMON ----------------------------- Name: Andrew L. Simon Title: President Presidenx xxx XXX PURCHASERS: CAMDEN PARTNERS STRATEGIC FUND III, L.P. By: Camden Partners Strategic III, LLC, its General Partner By: Camden Partners Strategic Manager, LLC, its Managing Member By: __________________________________ /s/ DONALD W. HUGHES ------------------------- Name: Donald W. Hughes Title: Managing Managinx Xxxxxx CAMDEN PARTNERS STRATEGIC FUND III-A, L.P. By: Camden Partners Strategic III, LLC, its General Partner By: Camden Partners Strategic Manager, LLC, its Managing Member By: _/s/ DONALD W. HUGHES -------------------------- Name: Donald W. Hughes Title: Managinx Xxxxxx EXHIBIT A --------- List of Purchasers and Shares Purchased --------------------------------------- Name and Address No. of Shares of Aggregate of Purchasers Series A Preferred Purchase Price ------------- ------------------ -------------- CAMDEN PARTNERS 1,600,167 $7,200,751.50 STRATEGIC FUND III, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt Street, Suite 1200 Baltimore, MD 21202 CAMDEN XXXXXXXX 00,500 $299,250.00 STRATEGIC FUND III-A, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt Street, Suite 1200 Baltimore, MD 21202 TOTAL 0,666,667 $7,500,001.50 EXHIBIT B --------- TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. AMENDED CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK _________________________________ Name: Donald W. Hughes Title: Managing Xxxxxx EXHIBIT A --------- LIST OF PURCHASERS ------------------ NAME AND ADDRESS ---------------- CAMDEN PARTNERS STRATEGIC FUND III, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt Street, Suite 1200 Baltimore, MD 21202 CAMDEN PXXXXXXX XXXXXXXXX XXXX III-A, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt Street, Suite 1200 Baltimore, MD 21202 XXXXXXX D --------- Pursuant to Section 151(g) of the Delaware General Corporation Law _________________________________ TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. VOTING AGREEMENT ---------------- This Agreement dated as of May 31, 2006 is entered into by and among Touchstone Applied Science Associates, Inc.., a corporation organized and existing under the General Corporation Law of the State of Delaware corporation (the "CompanyCorporation"), DOES HEREBY CERTIFY that the persons following resolution was duly adopted by the Board of Directors of the Corporation at a meeting duly called and entities listed held on Exhibit May 25, 2006, at which a quorum was present and acting throughout: RESOLVED, that the Corporation had heretofore authorized and issued 1,500 shares of Series A hereto (individuallyPreferred Stock with a non- cumulative dividend of $.01 per share and a liquidation preference of $0.01 per share and the holders thereof have surrendered such shares to the Corporation for cancellation and no authorized shares are outstanding and none will be issued with respect to the Certificate of Designations filed March 24, 1995; and further RESOLVED, that, pursuant to authority conferred upon the Board of Directors of the Corporation pursuant to Article Fourth of the Certificate of Incorporation of the Corporation, a "Purchaser" series of Preferred Stock of the Corporation to be designated collectively as Series A Convertible Preferred Stock, par value $.0001 per share, be, and collectivelyit hereby is, created, to consist of 5,000,000 shares of Preferred Stock which the "Purchasers") Corporation has authority to issue, and that the persons designations, powers, preferences and entities listed on Exhibit B hereto (individuallyrelative, a "Stockholder" participating, optional and collectivelyother special rights and relative qualifications, limitations or restrictions of the "Stockholders").shares of such series hereby are fixed as follows:
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Section Headings and References. The section ------------------------------- headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. (signature page follows) Executed as of the date first written above. COMPANY: TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. By: ___________________________ /s/ Jxxx X. Xxxxxxxx Jxxx X. Xxxxxxxx President and Chief Executive Officer By: /s/ Jxxx Xxxxxx Jxxx Xxxxxx Chairman and Managing Director By its General Partner, Venrock Management IV, LLC By its General Partner, Venrock Partners Management, LLC By its General Partner, VEF Management IV, LLC By: /s/ Axxxxx Xxxx Name: Andrew L. Simon Axxxxx Xxxx Title: Member Signature Page to Second Amended and Restated Investor Rights Agreement Each by its General Partner, AGTC Partners, L.P. By its General Partner, NewcoGen Group Inc. By: /s/ Nxxxxx X. Xxxxxx Name: Nxxxxx X. Xxxxxx Title: President xxx XXX PURCHASERSEach by its Manager, NewcoGen Group Inc. By: CAMDEN PARTNERS STRATEGIC FUND III/s/ Nxxxxx X. Xxxxxx Name: Nxxxxx Xxxxxx Title: President By: Polaris Venture Management Co. IV, L.L.C. its general partner By: /s/ Wxxxxxx X. Xxxxxxxx Name: Wxxxxxx X. Xxxxxxxx Title: Attorney-in-fact By: Polaris Venture Management Co. IV, L.L.C. its general partner By: /s/ Wxxxxxx X. Xxxxxxxx Name: Wxxxxxx X. Xxxxxxxx Title: Attorney-in-fact By: Atlas Venture Associates V, L.P. their general partner By: Camden Partners Strategic IIIAtlas Venture Associates V, LLC, Inc. its General Partner general partner By: Camden Partners Strategic Manager, LLC, its Managing Member /s/ Jxxxxx Xxxxxx Hxxxx Name: Title: Vice President By: __________________________________ Atlas Venture Associates VI, L.P. their general partner By: Atlas Venture Associates VI, Inc. its general partner By: /s/ Jxxxxx Xxxxxx Hxxxx Name: Donald W. Hughes Title: Managing Vice President By: Atlas Venture Associates VI, L.P. its managing limited partner By: Atlas Venture Associates VI, Inc. its general partner By: /s/ Jxxxxx Xxxxxx CAMDEN PARTNERS STRATEGIC FUND IIIHxxxx Name: Title: Vice President /s/ Fxxxx Xxx Fxxxx Xxx By: Name: Title: By: Name: Title: /s/ Fxxxx Xxx Fxxxx Xxx Gxxxxx Xxxx Pxxxxxx Xxxx Sxxxxx Xxxxxxxx Venrock Associates 30 Xxxxxxxxxxx Xxxxx Xxxxx 0000 Xxx Xxxx, XX 00000-0000 Flagship Ventures: Applied Genomic Technology Capital Fund, L.P. AGTC Advisors Fund, L.P. NewcoGen Group LLC NewcoGen Equity Investors LLC NewcoGen PE LLC NewcoGen Elan LLC ST NewcoGen LLC NewcoGen Long Reign Holding LLC 100 Xxxxxxxxx Xxxx Xxxxx 00xx Xxxxx Xxxxxxxxx, XX 00000 Polaris Venture Partners IV, L.P. Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 1000 Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Atlas Venture Fund V, L.P. Atlas Venture Parallel Fund V-A, L.P. By: Camden Partners Strategic III, LLC, its General Partner By: Camden Partners Strategic Manager, LLC, its Managing Member By: __________________________________ Name: Donald W. Hughes Title: Managing Xxxxxx EXHIBIT A --------- LIST OF PURCHASERS ------------------ NAME AND ADDRESS ---------------- CAMDEN PARTNERS STRATEGIC FUND IIIC.V. Atlas Venture Entrepreneurs’ Fund V, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt StreetAtlas Venture Fund VI, L.P. Atlas Venture Entrepreneurs’ Fund VI, L.P. Atlas Venture Fund VI GmbH & Co. KG 800 Xxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, XX 00000 General Electric Capital Corporation 400 Xxxxxxx 0, Suite 1200 Baltimore23 Norwalk, MD 21202 CAMDEN PXXXXXXX XXXXXXXXX XXXX IIICT 06851-A1177 Fxxxx Xxx 6 Xxxxxxx Xxxx Xxxxxxxx Xxxx, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt StreetXX 00000 HBM BioVentures (Cayman) Ltd. Cxxxxxxxxx Xxxxxx, Suite 1200 Baltimore0xx Xxxxx 2000 Xxxx Xxx Xxxx Xxxxx Xxxxxx, MD 21202 XXXXXXX D --------- TOUCHSTONE APPLIED SCIENCE ASSOCIATESXxxxxx Xxxxxxx Fxxxx Xxx 6 Xxxxxxx Xxxx Xxxxxxxx Xxxx, INCXX 00000 Gxxxxx Xxxx 100 Xxxxxxx Xxxx Brookline, MA 02445 Pxxxxxx Xxxx 300 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 Sxxxxx Xxxxxxxx 700 Xxxxxxxx Xxxx Xxxxx Xxxxxxx, XX 00000x This AMENDMENT NO. VOTING 1 TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT ---------------- This Agreement (“Amendment”), dated as of May 31August 13, 2006 is entered into 2007, amends that certain Second Amended and Restated Investor Rights Agreement (“Agreement”), dated as of July 11, 2007, by and among Touchstone Applied Science AssociatesAdnexus Therapeutics, Inc., a Delaware corporation (the "“Company"”), the persons and entities listed on Exhibit A hereto Purchasers (individually, a "Purchaser" and collectivelyas defined therein), the "Purchasers"Common Stockholders (as defined therein), General Electric Capital Corporation (“GE”) and Comerica Bank. Capitalized terms used and not defined herein shall have the persons and entities listed on Exhibit B hereto (individually, a "Stockholder" and collectively, meanings set forth in the "Stockholders")Agreement.
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Samples: Investor Rights Agreement (Adnexus Therapeutics, Inc.)
Section Headings and References. The section ------------------------------- headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. (signature page follows) ** ** ** * Executed as of the date first written above. COMPANY: TOUCHSTONE APPLIED SCIENCE ASSOCIATESPHYSIOME SCIENCES, INC. By: ___________________________ /s/ XXX XXXXX ----------------------------------- Name: Andrew L. Simon Xx. Xxx Xxxxx Title: Chief Operating Officer and Chief Financial Officer PREDIX PHARMACEUTICALS, LTD. By: /s/ XXXXXXX XXXXXXXX ----------------------------------- Name: Xx. Xxxxxxx Xxxxxxxx Title: President xxx XXX PURCHASERSand Chief Executive Officer PREDIX PHARMACEUTICALS, INC. By: CAMDEN PARTNERS STRATEGIC FUND III/s/ XXXXXXX XXXXXXXX ----------------------------------- Name: Xx. Xxxxxxx Xxxxxxxx Title: President and Chief Executive Officer STOCKHOLDERS OF PREDIX PHARMACEUTICALS, LTD. /s/ Illegible ----------------------------------- Xx. Xxxx Xxxxxx, by YVC Yozma as proxy holder /s/ Illegible ----------------------------------- Xxx Xxxx, by YVC Yozma as proxy holder /s/ Illegible ----------------------------------- Xxxxxx Xxxxxx, by YVC Yozma as proxy holder /s/ HAIM AVIV ----------------------------------- Xxxx. Xxxx Aviv /s/ XXXXXXXXX XXXXX --------------------------------------- Xxxxxxxxx Xxxxx XXXXX AT TEL AVIV UNIVERSITY LTD. By: /s/ Illegible ----------------------------------- By YVC Yozma as proxy-holder YOZMA II(ISRAEL) LP By: /s/ Illegible ----------------------------------- Name: Xxxxx Xxxxxx & Chen Xxxxx Title: Partners YOZMA MANAGEMENT AND INVESTMENT LTD., AS TRUSTEES FOR YOZMA II(BVI) LP By: /s/ Illegible ----------------------------------- Name: Xxxxx Xxxxxx & Chen Xxxxx Title: Partners PCM VENTURE CAPITAL L.P. By: Camden /s/ Illegible ----------------------------------- Name: Xxxxx Xxxxxx & Chen Xxxxx Title: Partners Strategic III, LLC, its General Partner ORBIMED ASSOCIATES LLC By: Camden Partners Strategic Manager/s/ XXXXXXXX XXXXXXXXXXX ----------------------------------- Name: Xxxxxxxx Xxxxxxxxxxx Title: Partner CADUCEUS PRIVATE INVESTMENTS LP By: /s/ XXXXXXXX XXXXXXXXXXX ----------------------------------- Name: Xxxxxxxx Xxxxxxxxxxx Title: Partner PW JUNIPER CROSSOVER FUND LLC By: /s/ XXXXXXXX XXXXXXXXXXX ----------------------------------- Name: Xxxxxxxx Xxxxxxxxxxx Title: Partner EXHIBIT A LIST OF SELLERS AND SHARES SOLD AGGREGATE AGGREGATE SHARES OF SHARES OF MAXIMUM PHYSIOME PHYSIOME AGGREGATE AGGREGATE AGGREGATE NO. OF SERIES B SERIES A SHARES OF NUMBER OF PERCENT OF NO OF ORDINARY EQUIVALENT PREFERRED PREFERRED PHYSIOME TRANSACTION FUNDING PREFERRED SHARES CASH PURCHASE STOCK STOCK COMMON STOCK WARRANTS WARRANTS NAME AND ADDRESS OF SELLER SHARES SOLD SOLD PRICE PURCHASED PURCHASED PURCHASED PURCHASED PURCHASED(1) -------------------------- ----------- ---- ----- --------- --------- ----------- ---------- ------------ Xx. Xxxx Xxxxxx................ -- 24,000 $ 14,692 -- -- 14,692 -- -- Ramot at Tel Aviv University Ltd............................ -- 24,000 $ 14,692 -- -- 14,692 -- -- Xxx Xxxx....................... -- 4,000 $ 2,448 -- -- 2,448 -- -- Xx. Xxxxxx Xxxxxx.............. -- 24,000 $ 14,692 -- -- 14,692 -- -- Xxxx. Xxxx Aviv................ -- 24,000 $ 14,692 -- -- 14,692 -- -- Yozma II (Israel) LP........... 1,610,158 -- $ 772,1100 17,508 59,703 -- 30,491 3.05% YVC-Yozma Management and Investment Ltd., as trustees for Yozma II (BVI) LP.................. 2,744,594 -- $ 1,316,110 29,844 101,767 -- 51,974 5.20% PCM Venture Capital LP......... 1,463,786 -- $ 701,9300 15,917 54,276 -- 27,719 2.77% OrbiMed Associates LLC........ 176,636 -- $ 84,6900 1,920 6,549 -- 3,344 0.33% Caduceus Private Investments LP............................. 7,254,111 -- $ 3,478,570 78,880 268,977 -- 137,372 13.74% Xxxxxxxxx Xxxxx................ 121,556 -- $ 58,280 1,321 4,507 -- 2,301 0.23% PW Juniper Crossover Fund LLC.. 2,471,433 -- $ 1,185,130 26,874 91,639 -- 46,801 4.68% ---------- ------- ------------- --------- ------- ------------ ----------- --------- Total 15,842,274 100,000 $ 7,658,036 172,264 587,418 61,216 300,002 30.0% ========== ======= ============= ========= ======= ============ =========== =========
(1) Represents pro-rata portion of calculation done on date of closing. EXHIBIT B FINANCING SIGNATURE PAGE By execution and delivery of this signature page, its Managing Member the undersigned hereby agrees to become a Purchaser, as defined in that certain Convertible Preferred Stock Agreement of Sale (the "Purchase Agreement") by and among Physiome Sciences, Inc., a Delaware corporation (the "Company"), Predix Pharmaceuticals, Ltd., a corporation formed under the laws of Israel, and the Purchasers (as defined in the Purchase Agreement), dated as of the Closing Date (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled "Representations of the Purchasers," and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a "Purchaser" thereunder, and (ii) the Stockholders Agreement (as defined in the Purchase Agreement) as a "Purchaser" thereunder and authorizes this signature page to be attached to the Purchase Agreement, the Stockholders Agreement, or counterparts thereof. Executed, in counterpart, as of the date set forth below. PURCHASER: By: /s/ HAIM AVIV ------------------------------------ Name of Purchaser By: Haim Aviv ------------------------------------ Title: _________________________________ Date: 7 July 2003 Contact Person: ________________________ NameTelephone No: Donald W. Hughes Title: Managing Xxxxxx CAMDEN PARTNERS STRATEGIC FUND III-A, L.P. By: Camden Partners Strategic III, LLC, its General Partner By: Camden Partners Strategic Manager, LLC, its Managing Member By__________________________ Telecopy No: __________________________________ NameEmail Address: Donald W. Hughes Title: Managing Xxxxxx EXHIBIT A --------- LIST OF PURCHASERS ------------------ NAME AND ADDRESS ---------------- CAMDEN PARTNERS STRATEGIC FUND IIIB FINANCING SIGNATURE PAGE By execution and delivery of this signature page, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt Streetthe undersigned hereby agrees to become a Purchaser, Suite 1200 Baltimore, MD 21202 CAMDEN PXXXXXXX XXXXXXXXX XXXX III-A, L.P. c/o: Camden Partners Holdings LLC 500 East Pratt Street, Suite 1200 Baltimore, MD 21202 XXXXXXX D --------- TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC. VOTING AGREEMENT ---------------- This as defined in that certain Convertible Preferred Stock Agreement dated as of May 31, 2006 is entered into Sale (the "Purchase Agreement") by and among Touchstone Applied Science AssociatesPhysiome Sciences, Inc., a Delaware corporation (the "Company"), Predix Pharmaceuticals, Ltd., a corporation formed under the persons laws of Israel, and entities listed on Exhibit A hereto the Purchasers (individuallyas defined in the Purchase Agreement), dated as of the Closing Date (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled "Representations of the Purchasers," and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a "Purchaser" thereunder, and collectively(ii) the Stockholders Agreement (as defined in the Purchase Agreement) as a "Purchaser" thereunder and authorizes this signature page to be attached to the Purchase Agreement, the Stockholders Agreement, or counterparts thereof. Executed, in counterpart, as of the date set forth below. PURCHASER: By: /s/ XXXXXXXX XXXXXXXXXXX ------------------------------------ OrbiMed Associates LLC By: /s/ XXXXXXXX XXXXXXXXXXX ------------------------------------ Title: DIRECTOR Date: Aug. 5, 2003 Contact Person: XXXXXXXX XXXXXXXXXXX Telephone No: __________________________ Telecopy No: ___________________________ Email Address: _________________________ EXHIBIT B FINANCING SIGNATURE PAGE By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Convertible Preferred Stock Agreement of Sale (the "PurchasersPurchase Agreement") by and among Physiome Sciences, Inc., a Delaware corporation (the "Company"), Predix Pharmaceuticals, Ltd., a corporation formed under the laws of Israel, and the persons Purchasers (as defined in the Purchase Agreement), dated as of the Closing Date (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled "Representations of the Purchasers," and entities listed on Exhibit hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a "Purchaser" thereunder, and (ii) the Stockholders Agreement (as defined in the Purchase Agreement) as a "Purchaser" thereunder and authorizes this signature page to be attached to the Purchase Agreement, the Stockholders Agreement, or counterparts thereof. Executed, in counterpart, as of the date set forth below. PURCHASER: By: /s/ XXXXXXXX XXXXXXXXXXX ------------------------------------ PW Juniper Crossover Fund, L.L.C. By: /s/ XXXXXXXX XXXXXXXXXXX ------------------------------------ Title: DIRECTOR Date: Aug. 5, 2003 Contact Person: XXXXXXXX XXXXXXXXXXX Telephone No: __________________________ Telecopy No: ___________________________ Email Address: _________________________ EXHIBIT B hereto FINANCING SIGNATURE PAGE By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Convertible Preferred Stock Agreement of Sale (individuallythe "Purchase Agreement") by and among Physiome Sciences, Inc., a Delaware corporation (the "StockholderCompany"), Predix Pharmaceuticals, Ltd., a corporation formed under the laws of Israel, and the Purchasers (as defined in the Purchase Agreement), dated as of the Closing Date (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled "Representations of the Purchasers," and collectivelyhereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a "Purchaser" thereunder, and (ii) the Stockholders Agreement (as defined in the Purchase Agreement) as a "Purchaser" thereunder and authorizes this signature page to be attached to the Purchase Agreement, the Stockholders Agreement, or counterparts thereof. Executed, in counterpart, as of the date set forth below. PURCHASER: By: /s/ XXXXXXXX XXXXXXXXXXX ------------------------------------ Caduceus Private Investment, L.P. By: /s/ XXXXXXXX XXXXXXXXXXX ------------------------------------ Title: DIRECTOR Date: Aug. 5, 2003 Contact Person: XXXXXXXX XXXXXXXXXXX Telephone No: __________________________ Telecopy No: ___________________________ Email Address: _________________________ EXHIBIT B FINANCING SIGNATURE PAGE By execution and delivery of this signature page, the undersigned hereby agrees to become a Purchaser, as defined in that certain Convertible Preferred Stock Agreement of Sale (the "StockholdersPurchase Agreement") by and among Physiome Sciences, Inc., a Delaware corporation (the "Company")., Predix Pharmaceuticals, Ltd., a corporation formed under the laws of Israel, and the Purchasers (as defined in the Purchase Agreement), dated as of the Closing Date (as defined in the Purchase Agreement), acknowledges having read the representations in the Purchase Agreement section entitled "Representations of the Purchasers," and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as a Purchaser. The undersigned further hereby agrees to be bound by the terms and conditions of (i) the Purchase Agreement as a "Purchaser" thereunder, and (ii) the Stockholders Agreement (as defined in the Purchase Agreement) as a "Purchaser" thereunder and authorizes this signature page to be attached to the Purchase Agreement, the Stockholders Agreement, or counterparts thereof. Executed, in counterpart, as of the date set forth below. PURCHASER: By: /s/ Illegible ------------------------------------ YVC Yozma Management & Investments Ltd. (as trustee for Yozma II (BVI) L.P.)
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Samples: Convertible Preferred Stock Agreement (Predix Pharmaceuticals Holdings Inc)
