ACHILLION PHARMACEUTICALS, INC.
Waiver of Registration Rights
Reference is hereby made to that certain Second Amended and Restated
Investor Rights Agreement (the "Agreement"), dated as of November 17, 2005 by
and among Achillion Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), the holders of the Company's Series A Preferred, Series B Preferred,
Series C Preferred, Series C-1 Preferred and Series C-2 Preferred (collectively,
the "Holders").
All capitalized terms used and not otherwise defined herein shall have the
meanings set forth in the Agreement.
WHEREAS, the Company is preparing to make an underwritten initial public
offering of shares of its Common Stock (the "Offering"); and
WHEREAS, pursuant to Section 5 of the Agreement, the Holders have
registration rights in connection with the Offering.
NOW, THEREFORE, in consideration of the foregoing:
Pursuant to Section 5 of the Agreement, the Company and the undersigned (i)
holders of at least two-thirds of the shares of Common Stock issued or issuable
upon conversion of the Series A Preferred, Series B Preferred and Series C-1
Preferred, voting together as a single class and (ii) holders of at least
sixty-six and two-thirds percent of the shares of Common Stock issued or
issuable upon conversion of the Series C Preferred and Series C-2 Preferred,
voting together as a single class, hereby waive all rights granted under Section
5 of the Agreement with respect to the Offering. Each of the undersigned hereby
further agrees that this waiver constitutes notice pursuant to Section 5 of the
Agreement and further waives any notice or other procedural rights provided in
the Agreement with respect to the Offering.
This waiver may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
If the Company does not consummate the Offering by May 31, 2007, this
waiver will become null and void.
This wavier shall be governed by and construed under the laws of the State
of Delaware.
THE COMPANY'S INTENTION TO MAKE AN INITIAL PUBLIC OFFERING OF ITS
COMMON STOCK HAS NOT BEEN ANNOUNCED TO THE PUBLIC. ACCORDINGLY,
THIS INFORMATION MUST BE KEPT STRICTLY CONFIDENTIAL.
Advent Healthcare and Life Sciences II
Limited Partnership
By: Advent International Limited
Partnership, General Partner
By: Advent International Corporation,
General Partner
Date: October 10, 2006 By: Xxxxx X. Fisherman, Senior Vice
President*
Advent Healthcare and Life Sciences II
Beteiligung GmbH & Co. KG
By: Advent International Limited
Partnership, Managing Limited
Partner
By: Advent International Corporation,
General Partner
By: Xxxxx X. Fisherman, Senior Vice
President*
Advent Partners HLS II Limited
Partnership
Advent Partners Limited Partnership
By: Advent International Corporation,
General Partner
By: Xxxxx X. Fisherman, Senior Vice
President*
Advent International Corporation
By: Xxxxx X. Fisherman, Senior Vice
President*
*For all of the above:
/s/ Xxxxx X. Fisherman
----------------------------------------
Xxxxx X. Fisherman, Senior Vice
President
Address: 00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Signature Page to Waiver of Registration Rights
