PERLEGEN SCIENCES, INC. AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

Exhibit 10.6

PERLEGEN SCIENCES, INC.

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

     THIS AMENDMENT NO. 1 to the Second Amended and Restated Stockholders’ Agreement is made as of December 22, 2005 (the “Effective Date”), between Perlegen Sciences, Inc. a Delaware corporation (the “Company”), the holders of the Company’s Common Stock and Series A Preferred Stock (each an “Investor” and collectively the “Investors”), and the holders of the Company’s Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock (each an “Prior Purchaser” and collectively the “Prior Purchasers”).

     WHEREAS, the Company is entering into the Series D-1 Preferred Stock Purchase Agreement dated as of even date herewith (the “Series D-1 Purchase Agreement”), by and among the Company and Pfizer Overseas Pharmaceuticals (the “Purchaser”), that provided for, among other things, the sale by the Company and the purchase by the Purchaser of the Series D-1 Preferred Stock.

     WHEREAS, the obligations in the Series D-1 Purchase Agreement are conditioned upon the execution and delivery of this Amendment;

     WHEREAS, the Company, the Investors and the Prior Purchasers are parties to that certain Second Amended and Restated Stockholders’ Agreement, dated as of February 1, 2005 (the “Stockholders’ Agreement”);

     WHEREAS, the parties to the Stockholders’ Agreement desire to amend the Stockholders’ Agreement pursuant to Section 15 of the Stockholders’ Agreement to add the Purchaser as a party and to provide the Purchaser with the rights and obligations thereunder.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. The Company, the Investors holding a majority of the Common Stock and Series A Preferred Stock (as defined in the Stockholders’ Agreement), the Prior Purchasers holding a majority of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (as defined in the Stockholders’ Agreement) hereby amend the Stockholders’ Agreement to include Pfizer Overseas Pharmaceuticals as a “Holder” thereunder and to include the Series D-1 Preferred Stock as “Preferred Stock” thereunder.

     2. The definition of “Agreed Rate,” “Agreed Value,” “Certificate,” “Holders,” and “Preferred Stock” set forth in Section 1 of the Stockholders’ Agreement shall be amended in their entirety as set forth below:

     “‘Agreed Rate’ shall mean the product of (i) 0.20 multiplied by (ii) the result of (a) the number of days in the period commencing on the day that the Series B Stock, Series C Stock or Series D Stock or Series D-1 Stock, as applicable, is initially purchased by the Selling Purchaser and ending on the day immediately preceding the Section 4 Closing divided by (b) 365.”

     “‘Agreed Value’ shall mean an amount equal to the sum of (i) the Original Series B Issue Price, the Original Series C Issue Price, the Original Series D Issue Price, or the Original Series D-1 Price as applicable, and (ii) the product of (a) the Original Series B Issue Price, the Original Series C Issue Price, the Original Series D Issue Price or the Original Series D-1 Price, as applicable, multiplied by (b) the Agreed Rate.”

     “‘Certificate’ shall mean the Fourth Amended and Restated Certificate of Incorporation of the Company, as may be amended, modified or restated from time to time.”

     “‘Holders’ shall mean the Purchasers, the Investors and Pfizer Overseas Pharmaceuticals or, in each case, persons who have acquired shares from any of such persons or their permitted transferees or assignees in each case in accordance with the provisions of this Agreement.”

     “‘Preferred Stock’ shall have the meaning ascribed to such term in the recitals to this Agreement and shall include the Series D-1 Preferred Stock.”

     3. Two additional definitions for “Original Series D-1 Issue Price” and “Series D-1 Stock” are hereby added to Section 1:

     “‘Original Series D-1 Issue Price’ shall have the meaning ascribed to such term in the Certificate.”

     “‘Series D-1 Stock’ shall mean the Company’s Series D-1 Preferred Stock, par value $0.0001.”

     4. Sections 2.4(c)(i) and 2.4(c)(viii) shall be amended in their entirety as set forth below:

     “(i) the issuance of Common Stock upon the conversion of Series A Stock, Series B Stock, Series C Stock, Series D Stock or Series D-1 Stock.”

     “(viii) the issuance or deemed issuance of Common Stock or Preferred Stock upon exercise or conversion of any options or warrants, or upon the conversion of convertible securities outstanding as of the date of the first issuance of the Series D-1 Stock.”

     5. Sections 4(b) and 4(c) shall be amended in their entirety as set forth below:

     “4(b) Purchase Event Option. Each Purchaser shall have an option (the “Purchase Event Option”) for a period of ten (10) days from such Purchaser’s receipt of the Purchase Event Notice to elect to sell all, but not less than all, of the shares of Series B Stock, Series C Stock, Series D Stock and Series D-1 Stock owned by such Purchaser to Affymetrix at a price per share equal to the Agreed Value. Each Purchaser may exercise its Purchase Event Option by notifying Affymetrix of such exercise in writing before expiration of such ten (10) day period, which notice shall state the number of shares of Series B Stock, Series C Stock, Series D Stock and Series D-1 Stock owned by such Purchaser. If a Purchaser provides Affymetrix with such a notice (each, a “Selling Purchaser”), then such notice shall

constitute an irrevocable commitment by such Selling Purchaser to sell all of the shares of Series B Stock, Series C Stock, Series D Stock and Series D-1 Stock owned by such Selling Purchaser to Affymetrix at a price per share equal to the Agreed Value.”

     “4(c) Purchase Event Option Closing. On or before the time set for the Section 4 Closing, each of the Selling Purchasers shall deliver to Affymetrix certificates representing such Selling Purchaser’s Series B Stock, Series C Stock, Series D Stock and Series D-1 Stock, duly endorsed for transfer or accompanied by duly executed stock powers, free and clear of all Liens. On or before the Section 4 Closing, each Selling Purchaser shall represent and warrant to and indemnify Affymetrix that (i) the agreement containing such representations, warranties and indemnities has been duly authorized, executed and delivered by or on behalf of such Selling Purchaser, (ii) such Selling Purchaser has full power, right and authority to transfer the shares to be sold by such Selling Purchaser and to enter into such agreement, (iii) immediately before the Section 4 Closing, such Selling Purchaser will have good and valid title to the shares to be sold by such Selling Purchaser free and clear of all Liens and, upon payment for and delivery of the shares, Affymetrix will acquire all of the rights of the Selling Purchaser in the shares to be sold by the Selling Purchaser and will acquire its interest in such shares free of any “adverse claim” (as defined in Section 8-102 of the Uniform Commercial Code) and (iv) delivery of the of the shares to be sold by such Selling Purchaser to Affymetrix will pass title to such shares free and clear of any Liens.”

     6. Section 15 shall be amended in its entirety as set forth below:

     “Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of: (i) as to the Company, the Company, (ii) as to the Investors, the written consent of the holders of a majority of the outstanding Common Stock or the Common Stock issued or issuable upon conversion of the Series A Stock then outstanding held by all the Investors and (iii) as to the Purchasers, the written consent of the holders of a majority of the outstanding Common Stock or the Common Stock issued or issuable upon conversion of the Series B Stock, Series C Stock, Series D Stock and Series D-1 Stock, voting as a single class, then outstanding held by all the Purchasers; provided that each Purchaser or Investor may waive his, her or its rights hereunder without obtaining the consent of any other Purchaser or Investor, respectively. Any amendment or waiver effected in accordance with this Section 15 shall be binding upon the Purchasers, the Investors and the Company and their respective successors and assigns.”

     7. All notices and other communications under the Stockholder’s Agreement shall be made to Pfizer Overseas Pharmaceuticals at the address specified below and thereafter at such other address, notice of which is given in accordance with Section 11 of the Stockholders’ Agreement:

Pfizer Overseas Pharmaceuticals
0000 Xxxx Xxxxxxx Xxxxxxxx Xxxx
Xxxxxxx Xxxx
Xxxx, Xxxxxxx
Attn: Legal Director

     with copies to:

Pfizer Inc.
000 Xxxx 00^xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel

Pfizer Global Research and Development
00 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attn: General Counsel

     8. The Stockholders’ Agreement as modified herein shall remain in full force and effect as so modified.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     The Parties have executed this Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement as of the Effective Date.

		PERLEGEN SCIENCES, INC.
		By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: President and Chief Executive Officer
		Address:
		Perlegen Sciences, Inc.
		0000 Xxxxxxxx Xxxxx
		Xxxxxxxx Xxxx, Xxxxxxxxxx 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		MAVERICK FUND LDC
		By:		/s/ Xxxx XxXxxxxxxx
		Name:
		Title:
		Address:
		Maverick Capital
		000 Xxxxxxxx Xxxxx, 00xx Xxxxx
		Xxxxxx, XX 00000
		Attn: Xxxx XxXxxxxxxx, General Counsel

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		MAVERICK FUND USA, LTD.
		By:		/s/ Xxxx XxXxxxxxxx
		Name:
		Title:
		Address: Maverick Capital
		000 Xxxxxxxx Xxxxx, 00xx Xxxxx
		Xxxxxx, XX 00000
		Attn: Xxxx XxXxxxxxxx, General Counsel

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		MAVERICK FUND II, LTD.
		By:		/s/ Xxxx XxXxxxxxxx
		Name:
		Title:
		Address Maverick Capital
		000 Xxxxxxxx Xxxxx, 00xx Xxxxx
		Xxxxxx, XX 00000
		Attn: Xxxx XxXxxxxxxx, General Counsel

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		VULCAN VENTURES INC.
		By:		/s/ W. Xxxxx Xxxx
		Name:		W. Xxxxx Xxxx
		Title:		Executive Vice President
		Address:
		Xxxxxxx Xxxxxx
		000 0xx Xxxxxx Xxxxx, Xxxxx 000
		Xxxxxxx, XX 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		UNILEVER TECHNOLOGY VENTURES
		FUND B.V.
		By:		/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		Title:
		By:		/s/ W.E.M. Mulders
		Name: W.E.M. Mulders
		Title: Director
		Address:
		Xxxxx 00
		0000 Xxxxxxxxx Xxx Xxxxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		BIOMEDICAL SCIENCES INVESTMENT
		FUND PTE LTD
		By:		/s/ Xxx Xxxx Yeok
		Name: Xxx Xxxx Yeok
		Title: Director
		Address:
		00 Xxxxxxxx Xxx
		#00-00 Xxxxxxx
		Xxxxxxxxx 000000
		Attention: Sim Xxx Xxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		SB LIFE SCIENCE VENTURES I, L.P. Xx. Xxxxxxxx Xxxxx, Director SB Life Science Pte. Ltd. as general partner of SB Life Science Partners, L.P. as general partner of SB Life Science Ventures I, L.P.
		By:		/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		Director
		Address:
		00X, Xxxxx Shiodome Building
		0-0-0 Xxxxxxx Xxxxxx-xx Xxxxx 000-0000, Xxxxx
		Attention: Mayo Hotta

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		CMEA VENTURES LIFE SCIENCES 2000, L.P.
		By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: General Partner
		Address:
		CMEA Ventures Life Sciences 2000 Limited
		Partnership
		Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
		Xxx Xxxxxxxxx, XX 00000-0000
		Attn: Xxx Xxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		CMEA VENTURES LIFE SCIENCES 2000, CIVIL LAW PARTNERSHIP
		By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: General Partner
		Address:
		CMEA Ventures Life Sciences 2000 Civil Law
		Partnership
		Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
		Xxx Xxxxxxxxx, XX 00000-0000
		Attn: Xxx Xxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		BSI SA.
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Assistant Vice President
		By:		/s/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		Title:		Vice President
		Address:
		BSI SA
		Xxxxxx Xxxxxxx
		Assistant Vice President
		Securities Administration
		Xxx Xxxxxxx 0
		0000 Xxxxxx
		Xxxxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		BSI — NEW BIOMEDICAL FRONTIER (SICAV)
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Manager
		Address: BSI-New BioMedical Frontier
		(SICAV)
		Xxx Xxxx 00
		0000 Xxxxxx
		Xxxxxxxxxxx
		Attn: Xxxxxxxxx Xxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		ZAFFARONI REVOCABLE TRUST 1/24/86
		By:		/s/ Xxxxxxxxx Xxxxxxxxx
		Name:		Xxxxxxxxx Xxxxxxxxx
		Title:		Trustee
		Address:
		Xxxxxxx X. Xxxxxxxx
		c/o Technofyn Associates, LLC
		0000 Xxxxxxx Xxxxxx, Xxxxx 000
		Xxxx Xxxx, XX 00000-0000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		CSK VENTURE CAPITAL CO., LTD. as Investment Manager for Hitachi — CSK Internet Business Fund
		By:		/s/ Xxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxx
		Title:		President
		Address:
		5th Floor, Reviera Xxxxxx Xxxxxx Xxxx.
		0-0-0 Xxxxx-Xxxxxx, Xxxxxx-xx
		Xxxxx 000-0000
		Xxxxx
		Attn: Xxxxxx Xxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		CSK VENTURE CAPITAL CO., LTD. as Investment Manager CSK-4 Investment Fund
		By:		/s/ Xxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxx
		Title:		President
		Address:
		5th Floor, Reviera Xxxxxx Xxxxxx Xxxx.
		0-0-0 Xxxxx-Xxxxxx, Xxxxxx-xx
		Xxxxx 000-0000
		Xxxxx
		Attn: Xxxxxx Xxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

/s/ Xxxxx X. Xx Xxxxxxx

XXXXX X. XX XXXXXXX

Address:

0000 Xxxx Xxxxx Xxxx

Xxxxxxx Xxxx, XX 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		THE 1989 LEECH LIVING TRUST
		By:		/s/ Xxx X. Xxxxx
		Name: Xxx X. Xxxxx
		Title: Trustee
		Address: The 1989 Leech Living Trust
		0000 Xxxxxx Xxxx Xxx
		Xxxxxxx Xxxx, XX 00000
		Attn: Xxx Xxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

/s/ Xxxxxxx Xxxxx

XXXXXXX XXXXX

Address: Xxxxxxx Xxxxx

c/o Technofyn Associates L.L.C.

0000 Xxxxxxx Xxxxxx

Xxxxx 000

Xxxx Xxxx, XX 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

/s/ Xxxxxxxxx X. Xxxxxxxxx

XXXXXXXXX X. XXXXXXXXX

Address:

Xxxxxxx X. Xxxxxxxx

c/o Technofyn Associates, LLC

0000 Xxxxxxx Xxxxxx, Xxxxx 000

Xxxx Xxxx, XX 00000-0000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		ALEXANDER XXXXX XXXXXXXXX 12/29/88 TRUST
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Trustee
		Address:
		Xxxxxxxxx X. Xxxxxxx
		c/o Technofyn Associates L.L.C.
		0000 Xxxxxxx Xxxxxx
		Xxxxx 000
		Xxxx Xxxx, XX 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		XXXXXXX XXXX XXXXXXXXX 12/29/88 TRUST
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Trustee
		Address:
		Xxxxxxxxx X. Xxxxxxx
		c/o Technofyn Associates L.L.C.
		0000 Xxxxxxx Xxxxxx
		Xxxxx 000
		Xxxx Xxxx, XX 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

/s/ Xxxxx Xxxxxxxxx

XXXXX XXXXXXXXX

Address:

Xxxxxxxxx X. Xxxxxxx

c/o Technofyn Associates L.L.C.

0000 Xxxxxxx Xxxxxx

Xxxxx 000

Xxxx Xxxx, XX 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

/s/ Xxxx Xxxxxxxxx

XXXX XXXXXXXXX

Address:

Xxxxxxxxx X. Xxxxxxx

c/o Technofyn Associates L.L.C.

0000 Xxxxxxx Xxxxxx

Xxxxx 000

Xxxx Xxxx, XX 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

/s/ Xxxxx X. Xxxxxxx

XXXXX X. XXXXXXX

Address: Xxxxx Xxxxxxx

c/o Technofyn Associates L.C.

0000 Xxxxxxx Xxxxxx

Xxxxx 000

Xxxx Xxxx, XX 00000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		AFFYMETRIX, INC.
		By:		/s/ Xxxxxxx X. Xxxxxxxx/mcs
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		Executive Vice President & General Counsel
		Address:
		Affymetrix, Inc.
		0000 Xxxxxxx Xxxxxxxxxx
		Xxxxx Xxxxx, XX 00000
		Attn: Xxxx Xxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		SCHWEIZERHALL HOLDING AG
		SCHWEIZERHALI MANAGEMENT
		By:		/s/ L. Von Bidder
		Name:		L. Von Bidder
		Title:		Chief Executive Officer
		By:		/s/ X. Xxxx
		Name:		X. Xxxx
		Title:		Investment Analyst
		Address:
		c/o Xx. Xxxx von Bidder
		Xxxxxxxxxxxxxxxx 00
		0000 Xxxxxx
		Xxxxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		ZAFFARONI FAMILY PARTNERSHIP, LP
		By:		/s/ Xxxxxxxxx Xxxxxxxxx
		Name:		Xxxxxxxxx Xxxxxxxxx
		Title:		General and Limited Partner
		Address:
		Xxxxxxx X. Xxxxxxxx
		c/o Technofyn Associates, LLC
		0000 Xxxxxxx Xxxxxx, Xxxxx 000
		Xxxx Xxxx, XX 00000-0000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		COLUMBIA ACORN TRUST (f.k.a. LIBERTY ACORN TRUST
		By:		/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Treasurer
		Address:
		000 Xxxx Xxxxxx, Xxxxx 0000
		Xxxxxxx, XX 00000
		Attention: Xxxxx Xxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		CALIFORNIA EMERGING VENTURES, LLC By: GSA Partners, LLC, its Manager
		By: Grove Street Advisors, LLC, its Manager
		By:		/s/ Xxx. St. German
		Name:		Xxx St. German
		Title:		Member & CFO
		Address: Grove Street Advisors 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 000000 Attention: Xxx St. German

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		CSK FINANCE CO., LTD.
		By:		/s/ Syoji Wakita
		Name:		Syoji Wakita
		Title:		President
		Address:
		5th Floor, Reviera Xxxxxx Xxxxxx Xxxx.
		0-0-0 Xxxxx-Xxxxxx, Xxxxxx-xx
		Xxxxx 000-0000
		Xxxxx
		Attn: Xxxxxx Xxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		CSK VENTURE CAPITAL CO., LTD.,
		As Investment Manager for CSK-VC Life Science Investment Fund
		By:		/s/ Xxxxxxxx Xxxxxxxx
		Name:		Xxxxxxxx Xxxxxxxx
		Title:		President
		Address:
		5th Floor, Reviera Xxxxxx Xxxxxx Xxxx.
		0-0-0 Xxxxx-Xxxxxx, Xxxxxx-xx
		Xxxxx 000-0000
		Xxxxx
		Attn: Xxxxxx Xxxxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

/s/ Xxxxxxxxx Xxxxxxx

XXXXXXXXX XXXXXXX

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		XXXXXXXXX XXXXXXXXX, TRUSTEE OF ZAFFARONI RETIREMENT TRUST FBO XXXXXXX X. XXXXXXXX, U/A/D 1/1/02
		By:		/s/ Xxxxxxxxx Xxxxxxxxx
		Name:		Xxxxxxxxx Xxxxxxxxx
		Title:		Trustee
		Address:
		Xxxxxxx X. Xxxxxxxx
		c/o Technofyn Associates, LLC
		0000 Xxxxxxx Xxxxxx, Xxxxx 000
		Xxxx Xxxx, XX 00000-0000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		XXXXXXXXX XXXXXXXXX, TRUSTEE OF ZAFFARONI RETIREMENT TRUST FBO M. XXXXXXX XXXXX, U/A/D 1/1/02
		By:		/s/ Xxxxxxxxx Xxxxxxxxx
		Name:		Xxxxxxxxx Xxxxxxxxx
		Title:		Trustee
		Address:
		Xxxxxxx X. Xxxxxxxx
		c/o Technofyn Associates, LLC
		0000 Xxxxxxx Xxxxxx, Xxxxx 000
		Xxxx Xxxx, XX 00000-0000

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		ALSTERTOR PRIVATE LIFE GMBH & CO. KG
		By:		/s Xxxxx Xxxxxx / Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx / Xxxxxxxxx
		Title:		Managing Partners

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		MPM BIOEQUITIES MASTER FUND, LP
		By: MPM BioEquities GP, LP, its General Partner
		By: MPM BioEquities GP, LLC its General Partner
		By:		/s/ Xxxx Xxx Xxxxxx
		Name:		Xxxx Xxx Xxxxxx
		Title:		Manager
		Address:
		MPM Capital, LP
		000 Xxxxxxx Xxxx. #000
		Xxxxx Xxx Xxxxxxxxx, XX 00000
		Attention: Xxxx X. Xxx Xxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement

		PRIVATE LIFE BIOMED AG
		By:		/s/ Xxxxx X. Xxxxxxx / /s/ X. Xxxxxxxxx
		Name:		Warburg / X. Xxxxxxxxx
		Title:		Managing Directors
		Address:
		Xxxxx Xxxxxxx
		M.M. Warburrg & CO Schiffahrtstreuhand
		Gesellschaft mit beschränkter Haftung
		Xxxxxxxxxxxxxxx 00-00
		X00000 Xxxxxxx, Xxxxxxx

Signature Page to Perlegen Sciences, Inc.
Amendment No. 1 to the Second Amended and Restated Stockholders’ Agreement