AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as
of February 7, 2000, is between Affymetrix, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of October 15, 1998 between the Company and the Rights Agent
(the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 7(a)
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Clause (i) of Section 7(a) of the Rights Agreement is amended and
restated to read in its entirety as follows:
"(i) the Close of business on February 7, 2010 (the "Final
Expiration Date"),"
2. Amendment of Section 7(b).
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The first sentence of Section 7(b) of the Rights Agreement is amended
and restated to read in its entirety as follows:
"The Purchase Price shall initially be $1,250.00 for each one
one-thousandth of a share of Series B Preferred Stock
purchasable upon the exercise of a Right."
3. Effectiveness.
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This Amendment shall be deemed effective as of February 7, 2000 as if
executed by both parties hereto on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. Miscellaneous.
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This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, illegal, or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
AFFYMETRIX, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Senior Vice President
and General Counsel
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Rights Agent
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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