Exhibit 4.2.2
JOINDER AGREEMENT
WHEREAS, the undersigned Silicon Valley Bank (the "Joining Party") and
Nanosys, Inc., a Delaware corporation (the "Company"), have entered into a
certain Loan and Security Agreement, dated as of May 17, 2002, and certain other
related agreements contemplated thereby, pursuant to which, among other things,
the Company will issue to the Joining Party a Warrant (the "Warrant") to
purchase up to 41,250 shares of the Company's Series B Preferred Stock, $.001
par value per share (the "Shares");
WHEREAS, the parties hereto desire the Joining Party to have certain
"piggyback" registration rights with respect to the shares of the Company's
common stock, $.001 par value per share ("Common Stock"), issuable upon
conversion of the Shares (and with respect to the Shares, at all times when the
Class (as defined in the Warrant) is Common Stock) pursuant to Section 2.3 of
that certain Amended and Restated Investors' Rights Agreement, dated as of
January 18, 2002, among the Company and the other parties named therein, as
amended (the "Rights Agreement"), and that the Joining Party be added to the
Rights Agreement as a party thereto for the purpose of granting such "piggyback"
registration rights; and
WHEREAS, Section 4.2 of the Rights Agreement allows the Company and the
holders of a majority (the "Majority Holders") of the Registrable Securities, as
such term is defined in the Rights Agreement, to add parties to the Right
Agreement by written consent.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby mutually
acknowledged by the parties hereto, the parties hereby covenant and agree as
follows:
1. The shares of Common Stock issuable upon conversion of the Shares,
and the Shares at all times when the Class is Common Stock shall constitute
"Registrable Securities," as such term is defined in Section 2.1(e) of the
Rights Agreement, for all intents and purposes of the registration rights and
related provisions and obligations set forth in Sections 2.1 and 2.3, Sections
2.5 through 2.14 inclusive and Section 4 of the Rights Agreement.
2. The Joining Party shall be treated for all purposes under Section
2.1 and 2.3, Sections 2.5 through 2.14 inclusive, and Section 4 of the Rights
Agreement as a "Holder," as such term is defined in Section 2.1(b) of the Rights
Agreement.
3. The Joining Party agrees to be bound by the terms and conditions of
Sections 2.1 and 2.3, Sections 2.5 through 2.14 inclusive and Section 4 of the
Rights Agreement and shall succeed to and assume all of the rights and
obligations of a Holder of Registrable Securities for all intents and purposes
of such Sections, provided that, in the case of Section 4.1 of the Rights
Agreement, the Joining Party agrees to be bound as an "Investor" in the event
the Joining Party proposes to transfer the Shares or the Warrant to a transferee
and, provided further, that the
Joining Party shall not, and shall not be deemed to, possess or be able to
transfer any rights set forth in the Rights Agreement (including, without
limitation, any Preemptive Rights set forth in Section 3 of the Rights
Agreement) other than the "piggyback" registration rights the Joining Party
possesses pursuant to this Joinder Agreement.
4. Notwithstanding the provisions of Section 2.3(a) of the Rights
Agreement, the Company shall give notice of any registration initiated pursuant
to Section 2.2 of the Rights Agreement to the Joining Party in accordance with
the notice provisions of said Section 2.3(a) and shall (upon receipt by the
Company of a written request from the Joining Party within 20 days after Joining
Party's receipt of such notice) include the Joining Party's Registrable
Securities in such registration, subject to the terms, conditions and
limitations of the portions of the Rights Agreement to which the Joining Party
is made a party hereby; provided, that in the case of a registration initiated
pursuant to Section 2.2 of the Rights Agreement, the Joining Party shall be
subject to the terms, conditions and limitations set forth in Section 2.2 in
addition to the portions of the Rights Agreement to which the Joining Party is
made a party hereby; and provided further, that the Joining Party shall in no
event be, or be deemed to be, an "Initiating Holder" under Sections 2.1(e) or
2.2 of the Rights Agreement..
This Joinder Agreement may be executed in any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have duly executed this Joinder
Agreement as of May 17, 2002.
"JOINING PARTY":
SILICON VALLEY BANK
By: /s/ Xxxxxxx X. Hancwich
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Name: Xxxxxxx X. Hancwich
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Title: SVP
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"COMPANY":
NANOSYS, INC.
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
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Title: CEO
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[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
ARCH VENTURE FUND V, L.P.
By: ARCH Venture Partners V, L.P.
Its: General Partner
By: ARCH Venture Partners V, L.L.C.
Its: General Partner
By: /s/ Xxxxx Xxxxx
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Managing Director
ARCH V ENTREPRENEURS FUND, L.P.
By: ARCH Venture Partners V, L.P.
Its: General Partner
By: ARCH Venture Partners V, L.L.C.
Its: General Partner
By: /s/ Xxxxx Xxxxx
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Managing Director
"MAJORITY HOLDERS":
POLARIS VENTURE PARTNERS III, L.P.
By: Polaris Venture Management Co. III, L.L.C.
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Attorney-in-fact
POLARIS VENTURE PARTNERS
ENTREPRENEURS' FUND III, L.P.
By: Polaris Venture Management Co. III, L.L.C.
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Attorney-in-fact
POLARIS VENTURE PARTNERS
FOUNDERS' FUND III, L.P.
By: Polaris Venture Management Co. III, L.L.C.
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Attorney-in-fact
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
VENROCK ASSOCIATES
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: General Partner
VENROCK ASSOCIATES III, L.P.
By: Venrock Management III LLC
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Member
VENROCK ENTREPRENEURS FUND III, L.P.
By: VEF Management III LLC
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Member
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
CW VENTURES III, L.P.
By: /s/ Xxxxxxxx Xxxx
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CW Partners IV, L.L.C.
General Partner
CW VENTURES III - A CO-INVESTMENT FUND, L.P.
By: /s/ Xxxxxxxx Xxxx
-----------------------------
CW Partners IV, L.L.C.
General Partner
X.X. XXXXXX/CW VENTURES III
(NANOSYS), L.P.
By: /s/ Xxxxxxxx Xxxx
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CW Partners IV, L.L.C.
General Partner
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
PROSPECT VENTURE PARTNERS II, L.P.
By: Prospect Management Co. II, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Managing Member
PROSPECT ASSOCIATES II, L.P.
By: Prospect Management Co. II, LLC
Its: General Partner
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Managing Member
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
/s/ Xxxxxxx Xxxxxx
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XX. XXXXXXX XXXXXX
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
/s/ Xxxxxxx Xxxx
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DR. XXXXXXX XXXX
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
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XXXX XXXX C/F
XXXXXXX XXXX UGMA CA
"INVESTORS"
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
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XXXX XXXX C/F
XXXXXXXX XXXX UGMA CA
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
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XXXX XXXX C/F
XXXXXXXXX XXXX UGMA CA
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
XXXXXXX VENTURES, LP
BY:
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TITLE:
--------------------------------
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
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XXXXXXX X'XXXXXXX
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
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R. XXXXXXXX XXXXX
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
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XXXXX X. XXXXXXX
[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
WS INVESTMENT COMPANY, LLC
BY:
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TITLE:
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[Signature Page to Joinder Agreement]
"MAJORITY HOLDERS":
ALEXANDRIA EQUITIES, LLC, a Delaware limited liability
company
By: ALEXANDRIA REAL ESTATE
EQUITIES, INC., a Maryland corporation,
managing member
By:
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Xxxxxx X. Xxxxx, Senior Vice President,
Business Development & Legal Affairs
[Signature Page to Joinder Agreement]
