FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT MASIMO CORPORATION

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT MASIMO CORPORATION

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Exhibit 4.2

FIFTH AMENDED AND RESTATED

This Fifth Amended and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of September 14, 1999, by and among MASIMO CORPORATION, a Delaware corporation (the “Company”) and the undersigned holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock and Series F Preferred Stock of the Company (collectively, the “Purchasers”). This Agreement restates and amends in full the Registration Rights Agreement dated October 30, 1991 among the Company and the holders of Series A Preferred Stock of the Company, the First Amended and Restated Registration Rights Agreement dated May 21, 1992 between the Company and the holders of Series A Preferred Stock and Series B Preferred Stock of the Company, the Second Amended and Restated Registration Rights Agreement dated December 10, 1993 between the Company and the holders of Series A Preferred Stock and Series B Preferred Stock of the Company, the Third Amended and Restated Registration Rights Agreement dated January 17, 1995 by and among the Company and the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock and the Fourth Amended and Restated Registration Rights Agreement dated December 3, 1997 by and among the Company and the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock.

1. Definitions. As used herein:

(a) The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the declaration or ordering of the effectiveness of such registration statement.

(b) For the purposes hereof the term “Registrable Securities” means shares of (i) any and all shares of common stock of the Company issued or issuable upon conversion of the Series A Preferred Stock (the “Series A Shares”), Series B Preferred Stock (the “Series B Shares”), Series C Preferred Stock (the “Series C Shares”), Series E Preferred Stock (the “Series E Shares”) or Series F Preferred Stock (the “Series F Shares”) of the Company issued as of this date or at any time hereafter, (ii) shares of stock issued with respect to or in any exchange for or in replacement of stock included in (i) above which have not been resold to the public in a registered public offering, or (iii) shares of stock issued in respect of the stock referred to in (i) and (ii) as a result of a stock split, stock dividend or the like, which have not been resold to the public in a registered public offering.

(c) The terms “Holder” or “Holders” mean any person or persons to whom Registrable Securities were originally issued and who execute this Agreement or qualifying transferees under Section 11 hereof who hold Registrable Securities.

(d) The term “Initiating Holders” means (i) any Holder or Holders of in the aggregate at least 75% of the Registrable Securities, (ii) any Holder or Holders of at least 75% of the Registrable Securities designated as Series C Shares (iii) any Holder or Holders of at least 75% of the Registrable Securities designated as Series E Shares or (iv) any Holder or Holders of at least 75% of the Registrable Securities designated as Series F Shares.

(e) The term “SEC” means the Securities and Exchange Commission.

2. Demand Registration.

(a) Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to all or a part of the Registrable Securities, the Company will:

(i) within ten (10) days after the receipt thereof give written notice of the proposed registration, qualification or compliance to all other Holders; and

(ii) as soon as practicable, use its diligent best efforts to effect all such registration, qualifications and compliances (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualifications under the applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within 30 days after receipt of such written notice from the Company; provided that the Company shall not be obligated to take any action to effect such registration pursuant to this Section 2:

(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as required by the Securities Act; or

(B) In the case of a request from Initiating Holders described in clause (i) of the definition of Initiating Holders, after the Company has already effected two (2) such registrations pursuant to this subsection 2(a) and such registrations have been declared or ordered effective; or

(C) In the case of a request from Initiating Holders described in clause (ii), (iii) or clause (iv) of the definition of Initiating Holders, after the Company has already effected one (I) such registration pursuant to this subsection 2(a) and such registration has been declared or ordered effective.

Subject to the foregoing clauses (A) through (C), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within 90 days after receipt of the request or requests of the Initiating Holders; provided, however, that if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed at the date filing would be required and it is therefore essential to defer the filing of such registration statement,

the Company shall have an additional period of not more than 60 days after the expiration of the initial 90 day period within which to file such registration statement. The Company may not provide such a certificate more than once during any 12 month period.

(b) Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a) and the Company shall include such information in the written notice referred to in subsection 2(a)(i). In such event, if so requested in writing by the Company, the Initiating Holders shall negotiate with an underwriter selected by the Company with regard to the underwriting of such requested registration; provided, however, that if a majority in interest of the Initiating Holders have not agreed with such underwriter as to the terms and conditions of such underwriting within 20 days following commencement of such negotiations, a majority in interest of the Initiating Holders may select an underwriter of their choice. The right of any Holder to registration pursuant to Section 2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities who have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders. If any Holder of Registrable Securities disapproves of the terms of the underwriting, he may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter’s marketing limitation or withdrawn from such underwriting shall be withdrawn from such registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company, employees of the Company and other holders of the Company’s Common Stock may include securities for its (or their) own account in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

3. Company Registration.

(a) Notice to Holders. If at any time or from time to time, the Company proposes to register any of its securities, for its own account or the account of any of its stockholders other than the Holders, other than a registration relating solely to employee stock option or purchase plans, or a registration on Form S-4 relating solely to an SEC Rule 145 transaction, or a registration on any other form (other than Form X-x, X-0 or S-3, or their successor forms) or any successor to such forms, which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

(i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify any securities under applicable blue sky or other state securities laws); and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 30 days after receipt of such written notice from the Company, by any Holder or Holders to be included in any such registration, except as set forth in subsection 3(b) below.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 3(a)(i). In such event the right of any Holder to registration pursuant to Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities and other shares of Common Stock of the Company to be included in the registration and underwriting as well as the number of such shares to be sold by any selling stockholders. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in the registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated in proportion to the respective amounts of Registrable Securities held by each of such Holder as of the date of the notice pursuant to subsection 3(a) above. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

4. Form S-3. After the Company has qualified as a registrant whose securities may be sold pursuant to Form S-3, it shall upon the request of any Holder notify such Holder that it so qualifies. After the Company has qualified for the use of Form S-3, Holders of Registrable Securities shall have the right to request an unlimited number of registrations on Form S-3 (such requests shall be in writing and shall state the number of Registrable Securities to be disposed of and the intended method of disposition of such shares by such Holders), subject only to the following:

(a) The Company shall not be required to effect a registration pursuant to this Section 4 within 90 days of the effective date of any registration referred to in Sections 2 and 3 above.

(b) The Company shall not be required to effect a registration pursuant to this Section 4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $500,000.

(c) The Company shall not be required to effect more than one registration pursuant to this subsection 4 in any 12 month period.

The Company shall promptly give written notice to all Holders of the receipt of a request for registration pursuant to this subsection 4 and shall provide a reasonable opportunity for such Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of subsection 2(b) shall apply to all participants in such offering. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition. Any registration pursuant to Section 4 shall not be counted as registration pursuant to Section 2.

5. Expenses of Registration. All reasonable expenses incurred in connection with any registration, qualification or compliance pursuant to this Agreement, including, without limitation, all registration, filing and qualification fees, printing expenses, reasonable fees and disbursements of counsel for the Company and expenses of any special audits incidental to or required by such registration, shall be borne by the Company except as follows:

(a) The Company shall not be required to pay for expenses of any registration proceeding begun pursuant to Section 2, the request for which has been subsequently withdrawn by the Initiating Holders, in which such case, such expenses shall be borne by the Holders requesting such withdrawal; provided, however, that if such withdrawal is primarily due to a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request, then the Company shall be required to pay such expenses and the Holders shall retain their rights pursuant to Section 2.

(b) The Company shall not be required to pay fees of legal counsel of a Holder except for the reasonable fees of a single counsel acting on behalf of all selling Holders, or to pay underwriters’ fees, discounts or commissions relating to Registrable Securities.

6. Registration Procedures. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will keep each Holder participating therein advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will:

(a) Keep such registration, qualification or compliance pursuant to Sections 2, 3 or 4 effective for a period of 180 days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; and

(b) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them; and

(c) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and

(d) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) a copy of an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a copy of a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any.

7. Indemnification.

(a) The Company will indemnify and hold harmless each Holder of Registrable Securities, each of its officers, directors and partners, and each person controlling such Holder, with respect to which such registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter of the Registrable Securities held by or issuable to such Holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereto) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company relating to action or inaction required of the Company in connection with any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and will reimburse each such Holder, each of its officers, directors and partners, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by such Holder or underwriter specifically for use therein, and provided further that the agreement of the Company to indemnify any underwriter and any person who controls such underwriter contained herein with respect to any such preliminary prospectus shall not inure to the benefit of any underwriter, from whom the person asserting any such claim, loss, damage, liability or action purchased the stock which is the subject thereof, if at or prior to the written confirmation of the sale of such stock, a copy of the prospectus (or the prospectus as amended or supplemented) was not sent or delivered to such person, excluding the documents

incorporated therein by reference, and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the prospectus (or the prospectus as amended or supplemented).

(b) Each Holder, severally and not jointly, will, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company within the meaning of the Securities Act, and each other such Holder, each of its officers, directors and partners and each person controlling such Holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, partners, persons or underwriters for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder specifically for use therein, and provided further that the agreement of the Holder to indemnify any underwriter and any person who controls such underwriter contained herein with respect to any such preliminary prospectus shall not inure to the benefit of any underwriter, from whom the person asserting any such claim, loss, damage, liability or action purchased the stock which is the subject thereof, if at or prior to the written confirmation of the sale of such stock, a copy of the prospectus (or the prospectus as amended or supplemented) was not sent or delivered to such person, excluding the documents incorporated therein by reference, and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the prospectus (or the prospectus as amended or supplemented); provided, however, that in no event shall the indemnification provided by any Holder hereunder exceed the gross proceeds received by such Holder for the sale of such Holder’s securities pursuant to such registration.

(c) Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

8. Lock-Up Provision. Upon receipt of a written request by the Company or by its underwriters, the Holders shall not sell, sell short, grant an option to buy, or otherwise dispose of shares of the Company’s Common Stock or other securities (except for any such shares included in the registration) for a period of one hundred eighty (180) days following the effective date of the registration of the Company’s securities; provided, however, that (i) such Holder shall have no obligation to enter into the agreement described herein unless the executive officers, directors and holders of five percent (5%) or more of the outstanding voting securities of the Company and all other Holders and holders of other registration rights from the Company, if any, enter into similar agreements, and (ii) nothing herein shall prevent any Holder that is a partnership or a corporation from making a distribution of Registrable Securities to its partners or stockholders that is otherwise in compliance with applicable securities laws. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said 180-day period.

9. Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall promptly furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to herein.

10. Rule 144 Reporting. With a view to making available to Holders of Registrable Securities the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees at all times after a public market exists for the Common Stock of the Company to:

(a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144;

(b) File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(c) So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon such Holder’s reasonable request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any such securities without registration.

11. Transfer of Registration Rights. The rights to cause the Company to register Registrable Securities of a Holder and keep information available, granted to a Holder by the

Company under Sections 2, 3, 4 and 10 may be assigned by any Holder to a transferee or assignee of at least 50,000 shares (including shares transferred by any affiliate of a Holder and as adjusted for stock splits, stock dividends, reorganizations and the like from the date hereof) of its Registrable Securities not sold to the public or up to three transferees or assignees of any shares of its Registrable Securities not sold to the public that are partners, stockholders or affiliates of such Holder, provided, that the Company is given written notice by the Holder at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned, and provided further, that any such transferee or assignee shall agree in writing to become subject to the obligations of the transferring Holder hereunder and shall expressly agree not to transfer such rights other than to a purchaser of at least 50,000 shares (adjusted as described above) of Registrable Securities not sold to the public.

12. Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of sixty percent (60%) of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to include such securities in any registration filed under Section 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included.

13. Miscellaneous: Restatement and Amendment of October 30, 1991, May 21, 1992, December 10, 1993, January 17, 1995 and December 3, 1997 Registration Rights Agreements.

(a) Any term of this Agreement may be amended and the observance of any such term may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and Holders holding at least sixty percent (60%) of the outstanding Registrable Securities. Any amendment or waiver affected in accordance with this paragraph shall be binding upon the parties hereto and their successors and assigns.

(b) This Agreement shall be governed in all respects by the laws of the State of California, without giving effect to its principles regarding conflicts of law.

(c) This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject hereof. The Company, Tamalpais Associates, L.P., Fiebusch & Co., Inc., VSI Investors and Xxxx X. Xxxxxx and Xxxxx Xxxxxx, Trustees of the Xxxx X. Xxxxxx and Xxxxx Xxxxxx Trust, 1971 (the “Series A Holders”) acknowledge and agree that this Agreement restates and amends in full the Registration Rights Agreement dated October 30, 1991 by and among the Company and the Series A Holders. The Company, DSV Partners and the Series A Holders acknowledge and agree that this Agreement restates and amends in full the First Amended and Restated Registration Rights Agreement dated May 21, 1992 by and among the Company, DSV Partners and the Series A Holders. The Company, DSV Partners, the Series A Holders and Fiebusch & Co., Inc., VSI Investors and Dr. Xxxxxx Xxxx (collectively, the “Series B Holders”) acknowledge and agree that this Agreement restates and amends in full the Second Amended and Restated Registration Rights Agreement dated December 10, 1993 by and among the Company, DSV Partners, the Scries A Holders and the Series B Holders. The Company, DSV Partners, the Series A

Holders, the Series B Holders, The Vertical Fund and Vertical Partners, Ltd. acknowledge and agree that this Agreement restates and amends in full the Third Amended and Restated Registration Rights Agreement dated January 17, 1997 by and among the Company, DSV Partners, the Series A Holders, the Series B Holders, The Vertical Fund and Vertical Partners, Ltd. The Company, DSV Partners, the Series A Holders, the Series B Holders, Chancellor Private Capital Partners III, L.P., Chancellor Private Capital Offshore Partners II, L.P., Chancellor Private Capital Offshore Partners I, C.V., Citiventure 96 Partnership, L.P., Invesco Global Health Sciences Fund (Invesco Funds Group Inc.), The Xxxxxxxx Family Trust dated December 13, 1989, Berkeley Investments, Ltd., Daystar Realty, Ltd., Xx. Xxxxxxx Xxxxxxxxx, The Xxxx X. Xxxx Family Trust dated November 7, 1989 and Xxxxxx Xxxxxxxx (collectively with The Vertical Fund and Vertical Partners, Ltd., the “Series C Holders”), WPG-Xxxxxx, Xxxxx Present Fund, L.P., WPG-Xxxxxx, Xxxxx Overseas, L.P., WPG-Faber, Present QP Fund, L.P., WPG-Xxxxxx, Present Overseas, L.P., 3GT Investment Partnership, Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxxxxxx Xxxxxxx, Xxxxx X. Xxxxxxxxxx, Xxxxxxxx Xxxxxxxxxx, The Xxxxxxx Xxxxxxxxxx Revocable Trust dated January 18, 1980, Westfield Performance Fund, Westfield Technology Fund, ABS Employees’ Venture Fund, LP, Xxxxxxx Xxxxxx, Xxxxx X. Xxxxxxx, Xxxx Xxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx xxx Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xx., Xxxxx Global Investments, Ltd., Remington Investment Strategies, LP, Xxxxx X. Xxxxx, Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx Investment Partnership of 1982, Tennyson Private Placement Opportunity Fund, LLP, Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxx Xxxxxx, Xxxxxxxxx Equities, LLC, Juliet Challenger, Inc., The Xxxxx X. Xxxxxxx Trust dated November 18, 1985, Xxxxxx X. Xxxxxx and X.X. Xxxxxxxxxxxx, Trustees Under Agreements of Trust Dated December 30, 1976 for Children of Juliet Xxx Xxxxxxx Xxxxxxx, Xxxxxx X. Xxxxxx and X.X. Xxxxxxxxxxxx, Trustees Under Agreements of Trust Dated December 30, 1976 for Children of Xxxxxx Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxxx and X.X. Xxxxxxxxxxxx, Trustees Under Agreements of Trust Dated December 30, 1976 for Children of Xxxxx Xxx Xxxxxxx, Xx., Xxxxxx X. Xxxxxx and X.X. Xxxxxxxxxxxx, Trustees Under Agreements of Trust dated December 30, 1976 for Children of Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxx X. Xxxxxxxx, and XXXXX Corporation (collectively, the “Series E Holders”) acknowledge and agree that this Agreement restates and amends in full the Fourth Amended and Restated Registration Rights Agreement dated December 3, 1997 by and among the Company, DSV Partners, the Series A Holders, Series B Holders, Series C Holders and Series E Holders.

(d) All notices and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed by first class mail, postage prepaid, or delivered by Federal Express overnight delivery, addressed to the Holder’s address set forth below its representative’s signature or, if to the Company, at the following address:

Masimo Corporation

0000 Xxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxx 00000

or at such other address as the Company or any Holder shall hereafter furnish in writing. Notices that are mailed shall be deemed delivered three (3) days after deposit in the United States mail.

(e) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(f) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

(g) Should any litigation or arbitration be commenced by any party hereto concerning any provision of this Agreement, then the prevailing party in such litigation or arbitration shall be entitled to, in addition to such other relief as may be granted, reasonable attorneys’ fees, expert witness expenses, and other costs.

IN WITNESS WHEREOF, the parties have executed this Fourth Amended and Restated Registration Rights Agreement as of the date and year first above written.


	COMPANY:

	MASIMO CORPORATION

	By:	/s/ Xxx X. Xxxxx
		Xxx X. Xxxxx, President

	PURCHASERS:

Address:	TAMALPAIS ASSOCIATES, LP.

c/o Feibusch & Co., Inc. 00 X. Xxx Xxxxxxx Xxxx. 0X Xxxxxxxx, Xxxxxxxxxx 00000	By:	Xxxxxx Xxxxx Trust, G.P.
	By:	/s/ Xxxxxxxx
Shares:
	Print Name:	Xxxxxxxx
200,000 Series A Preferred
	Its:	Trustee

Address:	XXXX X. XXXXXX AND XXXXX XXXXXX TRUST, 1971

0000 Xxxxxxxx Xxxx., #000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000

Shares:	By:	/s/ Xxxx X. Xxxxxx TT
		Xxxx X. Xxxxxx, Trustee
47,726 Series A Preferred 50,000 Series B Preferred
	By:	/s/ Xxxxx Xxxxxx TT
		Xxxxx Xxxxxx, Trustee

Address:	XXXXXXXX & CO. INCORPORATED

00 X. Xxx Xxxxxxx Xxxx, 0X Xxxxxxxx, Xxxxxxxxxx 00000	By:	/s/ Xxxxxxxx
	Print Name:	Xxxxxxxx
Shares:
	Its:	President
398,061 Series A Preferred 110,000 Series B Preferred


Address:	DSV PARTNERS IV

0000 Xxxx Xxxxxx, #000 Xxxxxx, Xxxxxxxxxx 00000	By: DSV MANAGEMENT, LTD.

Shares:	By:	/s/ Xxxxx X. Xxxxxxx
925,000 Series B Preferred	Print Name:	Xxxxx X. Xxxxxxx
	Its:	General Partner

Address:	DR. XXXXXX XXXX

250 No. San Xxxxxx Xxxxxxxx, Xxxxxxxxxx 00000
	/s/ Xxxxxx Xxxx
Shares: 12,500 Series B Preferred	Dr. Xxxxxx Xxxx

Address:	THE VERTICAL FUND

000 Xxx Xxxx Xxxx, #0 Xxxx Xxxxxxx, Xxx Xxxx 00000	By: THE VERTICAL GROUP, INC., general partner

Shares:
	By:	/s/ Xxxx Xxxxxxxxx
245,398 Series C Preferred
	Print Name:

	Its:

Address:	VERTICAL PARTNERS LTD.

000 Xxx Xxxx Xxxx, #0 Xxxx Xxxxxxx, Xxx Xxxx 00000	By: THE VERTICAL GROUP, INC., general partner

Shares:
	By:	/s/ Xxxx Xxxxxxxxx
61,350 Series C Preferred
	Print Name:

	Its:


	Chancellor Private Capital Partners III, L.P.

	BY: CPCP Associates, L.P., its general partner
	BY: INVESCO Private Capital, Inc.,
Address:	its general partner

c/o INVESCO Private Capital, Inc. 1166 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000	By:	/s/ Xxxxxx Xxxxxxxxx

Shares:	Print Name:	Xxxxxx Xxxxxxxxx

197,816 Series C Preferred	Title:	Managing Director

	Citiventure 96 Partnership, L.P.
Address:

c/o INVESCO Private Capital, Inc. 1166 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000	BY: INVESCO Private Capital Inc. as investment advisor
	By:	/s/ Xxxxxx Xxxxxxxxx

Shares:	Print Name:

753,836 Series C Preferred	Title:

	Chancellor Private Capital Offshore Partners II, L.P.

Address:	BY: CPCO Associates, L.P., its general partner
	BY: INVESCO Private Capital, Inc., its general partner
c/o INVESCO Private Capital, Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000	By:	/s/ Xxxxxx Xxxxxxxxx

Shares:	Print Name:

325,997 Series C Preferred	Title:

	Chancellor Private Capital Offshore Partners I,C.V.

Address:	BY: Chancellor KME IV Partner, L.P., its investment general partner
c/o INVESCO Private Capital, Inc. 1166 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000	BY: INVESCO Private Capital, Inc., its general partner
	By:	/s/ Xxxxxx Xxxxxxxxx

Shares:	Print Name:

26,341 Series C Preferred	Title:


Address:	INVESCO GLOBAL HEALTH SCIENCES FUND

0000 Xxxx Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx 00000	By:

Shares:	Print Name:

125,000 Series C Preferred	Title:

Address:	BERKELEY INVESTMENT LTD.

1180 Avenue of the Americas, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000-0000	By:	/s/ Xxxxxxx Xxxxxxxxxxx

Shares:	Print Name:	Xxxxxxx Xxxxxxxxxxx

31,250 Series C Preferred	Title:	Director

Address:	DAYSTAR REALTY LTD.

00-00 Xxxxxx Xxxxxxxxx Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000	By:

Shares:	Print Name:

31,250 Series C Preferred	Title:

Address:	THE XXXXXXXX FAMILY TRUST

0000 Xxxxxx Xxxxx
Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx, Trustee

Shares:

12,500 Series C Preferred	By:	/s/ Xxxxxxxx X. Xxxxxxxx
		Xxxxxxxx X. Xxxxxxxx, Trustee

Address:	XX. XXXXXXX XXXXXXXXX

0000 Xxxxxxxx Xx.
Xx Xxxxxx, Xxxxxxxxxx 00000	/s/ Xxxxxxx Xxxxxxxxx
	Xx. Xxxxxxx Xxxxxxxxx
Shares: 12,500 Series C Preferred


Address:	XXXX X. XXXX FAMILY TRUST 11/7/89

000 Xxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxx 00000	By:	/s/ Xxxx X. Xxxx
		Xxxx X. Xxxx, Trustee
Shares:

12,500 Series C Preferred	By:	/s/ Xxxxx X.Xxxx
		Xxxxx X.Xxxx, Trustee

Address:	XX. XXXXXX X. XXXXXXXX, M.D.

000 XX Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxxx 00000-0000	/s/ Xxxxxx X. Xxxxxxxxx, M.D.
	Xxxxxx X. Xxxxxxxxx, M.D.
Shares: 12,500 Series C Preferred

Address:	3GT INVESTMENT PARTNERSHIP

000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000	By:	/s/ Xxxxx X. Xxxxxxxxxx

Shares:	Print Name:	Xxxxx X. Xxxxxxxxxx

30,000 Series D Preferred 50,002 Series E Preferred	Its:	Trustee

Address:	XXXXX X. XXXXXXXXXX

000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000	/s/ Xxxxx X. Xxxxxxxxxx
	Xxxxx X. Xxxxxxxxxx

Shares:

8,000 Series D Preferred 6,223 Series E Preferred


Address:	XXXXXXXX X. XXXXXXXXXX

000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000	/s/ Xxxxxxxx X. Xxxxxxxxxx
	Xxxxxxxx X. Xxxxxxxxxx
Shares:

8,000 Series D Preferred
6,223 Series E Preferred

Address:	XXXXXXX X. XXXXXXXXXX REVOCABLE TRUST U/A/D 1/18/80
000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000
	/s/ Xxxxx X. Xxxxxxxxxx
Shares:	Xxxxx X. Xxxxxxxxxx, Trustee

8,000 Series D Preferred
6,223 Series E Preferred

Address:	WPG-XXXXXX, XXXXX PRESENT FUND, L.P.

000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000	By:	/s/ Xxxxxxx Xxxxxxx

Shares:	Print Name:	Xxxxxxx Xxxxxxx

366,279 Series E Preferred	Its:	General Counsel

Address:	WPG-XXXXXX XXXXX OVERSEAS, L.P.

One New York Plaza	By: Xxxxx, Xxxx & Xxxxx, LLC, as a General Partner
Xxx Xxxx, Xxx Xxxx 00000-0000

Shares:	By:	/s/ Xxxxxxx Xxxxxxx

20,339 Series E Preferred	Print Name:	Xxxxxxx Xxxxxxx

	Its:	General Counsel


Address:	WPG-XXXXXX, PRESENT QP FUND, L.P.

One New York Plaza	By: Xxxxx, Xxxx & Xxxxx, LLC, as a General Partner
Xxx Xxxx, Xxx Xxxx 00000-0000

Shares:	By:	/s/ Xxxxxxx Xxxxxxx

1,462 Series E Preferred	Print Name:	Xxxxxxx Xxxxxxx

	Its:	General Counsel

Address:	WPG-XXXXXX, PRESENT OVERSEAS, L.P.

One New York Plaza	By: Xxxxx, Xxxx & Xxxxx, LLC, as a General Partner
Xxx Xxxx, Xxx Xxxx 00000-0000

Shares:	By:	/s/ Xxxxxxx Xxxxxxx

809 Series E Preferred	Print Name:	Xxxxxxx Xxxxxxx

	Its:	General Counsel

Address:	XXXXXX X. XXXXXXX AND XXXXX XXXXXXXXXX XXXXXXX
000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000
	/s/ Xxxxxx X. Xxxxxxx
Shares:	Xxxxxx X. Xxxxxxx

22,223 Series E Preferred	/s/ Xxxxx Xxxxxxxxxx Xxxxxxx
	Xxxxx Xxxxxxxxxx Xxxxxxx

Address:	WESTFIELD PERFORMANCE FUND

Westfield Capital Management Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000	By:	/s/ C. Xxxxxxx Xxxxxx

	Print Name:	C. Xxxxxxx Xxxxxx

Shares:	Its:

66,600 Series E Preferred


Address:	WESTFIELD TECHNOLOGY FUND

Westfield Capital Management Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx	By:	/s/ C. Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000	Print Name:	C. Xxxxxxx Xxxxxx

Shares:
	Its:
11,100 Series E Preferred

Address:	ABS EMPLOYEES’ VENTURE FUND, LP

000 X. Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000	By:	/s/ Xxxxxxxx-May V. Reston

Shares:	Print Name:	Xxxxxxxx-May V. Reston

23,132 Series E Preferred	Its:	VP of Alex. Xxxxx Investments Inc.
		GP of the Partnership

Address:	XXXXXXX XXXXXX

000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxx Xxxx, Xxxxxxxxxx 00000	/s/ Xxxxxxx Xxxxxx
	Xxxxxxx Xxxxxx
Shares: 5,555 Series E Preferred

Address:	XXXXX XXXXXXX

000 X. Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000	/s/ Xxxxx Xxxxxxx
	Xxxxx Xxxxxxx
Shares: 2,000 Series E Preferred

Address:	XXXX XXXXX

0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000	/s/ Xxxx Xxxxx
	Xxxx Xxxxx
Shares: 1,111 Series E Preferred


Address:				XXXXXX X. XXXXX

0000 Xxxxx Xxxxxx
Xxx Xxxxxxxx, Xxxxxxxxxx 00000				/s/ Xxxxxx X. Xxxxx
				Xxxxxx X. Xxxxx
Shares: 2,000 Series E Preferred

Address:				XXXXXXX X. XXXXXX

00000 Xxxxxxxxxxx Xxxxx Xxxxx Xxx, Xxxxxxxxxx 00000				/s/ Xxxxxxx X. Xxxxxx
				Xxxxxxx X. Xxxxxx
Shares: 1,000 Series E Preferred

Address:				XXXXX X. XXXXXX

00000 Xxxxxxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000				/s/ Xxxxx X. Xxxxxx
				Xxxxx X. Xxxxxx
Shares: 1,000 Series E Preferred

Address:				XXXXXX XXX XXXXXXXX

000 Xxxxxxx Xxxxxx Xxxxx – 00^xx Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx 00000				/s/ Xxxxxx xxx Xxxxxxxx
				Xxxxxx xxx Xxxxxxxx
Shares: 1,000 Series E Preferred

Address:				XXXXXXX X. XXXXXX

0000 Xxxxxxxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000				/s/ Xxxxxxx X. Xxxxxx
				Xxxxxxx X. Xxxxxx
Shares: 1,000 Series E Preferred

Address:				XXXXXXX X. XXXXX, XX.

0000 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000				/s/ Xxxxxxx X. Xxxxx, Xx.
				Xxxxxxx X. Xxxxx, Xx.
Shares: 11,111 Series E Preferred


Address:	XXXXX GLOBAL INVESTMENTS, LTD.

0000 Xxxxxx xx xxx Xxxxxxxx	By: Xxxxx Capital Management, Inc.
00^xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
	By:	/s/ Xxxxx Xxxxxxx
Shares:
	Print Name:	Xxxxx Xxxxxxx
637,779 Series E Preferred
	Its:	CFO

Address:	REMINGTON INVESTMENT STRATEGIES, L.P.

1251 Avenue of the Xxxxxxxx, 00^xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000	By: Xxxxx Capital Advisors, LLC

Shares:
	By:	/s/ Xxxxx Xxxxxxx
140,000 Series E Preferred
	Print Name:	Xxxxx Xxxxxxx

	Its:	CFO

Address:	XXXXX X. XXXXX

0000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000	/s/ Xxxxx X. Xxxxx
	Xxxxx X. Xxxxx
Shares: 2,200 Series E Preferred

Address:	XXXXXXXXX XXXXX XXXXXXX & XXXXX INVESTMENT PARTNERSHIP OF 1982
660 Newport Center Drive, Suite 1600 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
	/s/ Xxxxxxx X. Xxxxx
	Xxxxxxx X. Xxxxx, Shareholder
Shares: 3,700 Series E Preferred

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT

The undersigned hereby executes and delivers (i) the Series F Preferred Stock Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, the “Agreements”), which, together with all counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements.


Name of Purchaser:		XXXXX XXXXXXXXX

By:		/s/ Xxxxx Xxxxxxxxx
Print Name:		Xxxxx Xxxxxxxxx
Title:		Owner
Address:		0000 X.X. 00^xx XX.
		Xxxxxxxx Xxxx, Xx. 00000
Phone:		(000) 000-0000
Fax:		(000) 000-0000

Dated: September 28, 1999


Address:	TENNYSON PRIVATE PLACEMENT OPPORTUNITY FUND, LLP
00 X. Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxxxxx 00000

Shares:	By:	/s/ Xxxxxx X. Xxxxxxx

50,000 Series E Preferred	Print Name:	Xxxxxx X. Xxxxxxx

	Its:	Managing Member

Address:	XXXXXXX X. XXXXXX AND XXXXX X. XXXXX XXXXXX
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000	/s/ Xxxxxxx X. Xxxxxx
	Xxxxxxx X. Xxxxxx
Shares:

10,000 Series E Preferred	/s/ Xxxxx X. Xxxxx Xxxxxx
	Xxxxx X. Xxxxx Xxxxxx

Address:	GREENWOOD EQUITIES, LLC

00 X. Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000
	By:	/s/ Standard X. Xxxxxxxxxxx
Shares:
	Print Name:	Standard X. Xxxxxxxxxxx
11,111 Series E Preferred
	Its:	Managing Member

Address:	JULIET CHALLENGER, INC.

000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000
	By:	/s/ Xxxxxx X. XxXxxxxxx
Shares:
	Print Name:	Xxxxxx X. XxXxxxxxx
361,111 Series E Preferred
	Its:	Vice President


Address:				XXXXX X. XXXXXXX TRUST U/A DATED NOVEMBER 18, 1985
0000 Xxxxx Xxxxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000
				/s/ X.X. Xxxxxxxxxxxx
Shares: 83,333 Series E Preferred				X.X. Xxxxxxxxxxxx, Trustee

Address:				TRUST DATED 12/30/76 FOR CHILDREN OF JULIET XXX XXXXXXX XXXXXXX
0000 Xxxxx Xxxxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000
				/s/ Xxxxxx X. Xxxxxx
Shares:				Xxxxxx X. Xxxxxx, Trustee

27,778 Series E Preferred				/s/ X.X. Xxxxxxxxxxxx
				X.X. Xxxxxxxxxxxx, Trustee

Address:				TRUST DATED 12/30/76 FOR CHILDREN OF XXXXXX XXXXXXX XXXXXX
0000 Xxxxx Xxxxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000
				/s/ Xxxxxx X. Xxxxxx
Shares:				Xxxxxx X. Xxxxxx, Trustee

27,778 Series E Preferred				/s/ X.X. Xxxxxxxxxxxx
				X.X. Xxxxxxxxxxxx, Trustee

Address:				TRUST DATED 12/30/76 FOR CHILDREN OF XXXXX XXX XXXXXXX, XX.
0000 Xxxxx Xxxxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000
				/s/ Xxxxxx X. Xxxxxx
Shares:				Xxxxxx X. Xxxxxx, Trustee

27,778 Series E Preferred
				/s/ X.X. Xxxxxxxxxxxx
				X.X. Xxxxxxxxxxxx, Trustee


Address:	TRUST DATED 12/30/76 FOR CHILDREN OF XXXXXXX XXXXXXX XXXXXXX
0000 Xxxxx Xxxxxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000
	/s/ Xxxxxx X. Xxxxxx
Shares:	Xxxxxx X. Xxxxxx, Trustee

27,778 Series E Preferred	/s/ X.X. Xxxxxxxxxxxx
	X.X. Xxxxxxxxxxxx, Trustee

Address:	XXXXXX X. XXXXXXXX

000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000	/s/ Xxxxxx X. Xxxxxxxx
	Xxxxxx X. Xxxxxxxx
Shares: 4,445 Series E Preferred

Address:	COLIN CORPORATION

2007-1
Hayasaki	By:	/s/ Xxxxxxxx Xxxxxxx
Komachi City, Aichi Pref, Japan	Print Name:	Xxxxxxxx Xxxxxxx
485-8501	Title:	Chairman & CEO

Shares:

33,333 Series E Preferred

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT

The undersigned hereby executes and delivers (i) the Series F Preferred Stock Purchase Agreement, (ii) the Fifth Amended and Restated Registration Rights Agreement, and (iii) the Escrow Agreement to which this Signature Page is attached (collectively, referred to as the “Agreements”), which, together with all counterparts of the Agreements and Signature Pages of the other parties named in said Agreements, shall constitute one and the same document in accordance with the terms of the Agreements.


Name of Purchaser:		Greystone Investments Limited

By:		/s/ P.R. /s/ X.X.

Print Name:		Xxxxxxx Management (Cayman) Limited
Title:		Director
Address:		Xxxxx Xxxxxxxx
		Xxxxxxxxx Xxxxxx
		000 Xxxx Xxx Xxxx
Phone:		0000 0000000
Fax:		0000 0000000

Date: September 29^th 1999

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		XXXXXX XXXXXX

By:		/s/ J.S. for Xxxxxx Xxxxxx
Print Name:		Xxxxxx Xxxxxx
Title:		CEO, Net2Phone
Address:		0000 Xxxxx Xxxx
		Xxx Xxxxxxxx, XX
Phone:		000-000-0000
Fax:		000-000-0000

Dated: September , 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		XXX XXXXX

By:		/s/ Xxx Xxxxx
Print Name:		Xxx Xxxxx
Title:
Address:		000 Xxxxxxxx Xx.
		Xxxxx, Xxxx
		00000
Phone:		(000) 000-0000
Fax:		(000) 000-0000

Dated: September 29, 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		XXXX FOREST VENTURE

By:		/s/ Xxxxx X Xxxxxxxxxx Xx
Print Name:		Xxxxx X Xxxxxxxxxx Xx
Title:		General Partner
Address:		000, Xxxxxxxxxx Xxxxxx
		Xxxxxxx, XX 00000
Phone:		000-000-0000
Fax:		000-000-0000

Dated: September 24, 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


		Southern Form Bureau
Name of Purchaser:		Casualty Insurance Company

By:		/s/ Xxxxx X. Xxxxx
Print Name:		Xxxxx X. Xxxxx
Title:		Assistant Investment Advisor
Address:		X.X. Xxx 0000
		Xxxxxxxxx, XX
Phone:		000-000-0000
Fax:		000-000-0000

Dated: September 24, 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		Xxxxxxx Xxxxxxxx

By:		/s/ Xxxxxxx Xxxxxxxx
Print Name:		Xxxxxxx Xxxxxxxx
Title:		Investor
Address:		X.X. Xxx 0000
		Xxxxxxxxx, XX 00000
Phone:		000 000 0000
Fax:		000 000 0000

Dated: September 27, 1999

Street Address:

0000, Xxxxxx Xx Xxxx Xx.

Xxxxxx Xxxxx Xx, XX 00000

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		Xxxxxxx Xxxxxxxx TTee For Acc Pension Plan & Trust
Name of Purchaser:		Xxxxxxx Xxxxxxxx TTee For Acc Pension Plan & Trust

By:		/s/ Xxxxxxx Xxxxxxxx
Print Name:		Xxxxxxx Xxxxxxxx
Title:		TTee
Address:		0000 Xxxxxx Xx Xxxx X
		Xxxxxx Xxxxx Xx XX 00000
Mailing:		X.X. Xxx 0000 XXXXXXXXX, X00000
Phone:		000-000-0000
Fax:		000-000-0000

Date: 10/11/99

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		Juliet Challenger, Inc.

By:		/s/ Xxxxxx X. XxXxxxxxx
Print Name:		Xxxxxx X. XxXxxxxxx
Title:		Vice President
Address:		000 Xxxxxx Xxxxxx
		Xxxxx 000
		Xxxxxxxxxx, XX 00000
Phone:		000-000-0000
Fax:		000-000-0000

Date: September 29, 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		X.X. Xxxxxxxxxxxx and Xxxxxx X. Xxxxxx Trustees

By:		/s/ X.X. Xxxxxx

		/s/ X.X. Xxxxxxxxxxxx
Print Name:		X.X. Xxxxxxxxxxxx
Title:		Trustee
Address:		0000 Xxxxx Xxxxxxxx
		Xxxxxxxxxx, XX. 00000
Phone:		000-000-0000
Fax:		000-000-0000

Dated: September 30, 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		X.X. XXXXXXXXXXXX AND XXXXXX X. XXXXXX TRUSTEES U/A/T DATED 12/30/76 FOR CHILDREN OF JULIET XXX XXXXXXX XXXXXXX

By:		/s/ X.X. Xxxxxx

		/s/ X.X. Xxxxxxxxxxxx
Print Name:

Title:

Address:





Phone:

Fax:

Dated: September , 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		X.X. XXXXXXXXXXXX AND XXXXXX X. XXXXXX TRUSTEES U/A/T DATED 12/30/76 FOR CHILDREN OF XXXXX XXX XXXXXXX, XX.,

By:		/s/ X.X. Xxxxxx

		/s/ X.X. Xxxxxxxxxxxx

Print Name:

Title:

Address:





Phone:

Fax:

Dated: September , 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		X.X. XXXXXXXXXXXX AND XXXXXX X. XXXXXX TRUSTEES U/A/T DTD, 12/30/76 FOR CHILDREN OF XXXXXX XXXXXXX XXXXXX

By:		/s/ X.X. Xxxxxx

		/s/ X.X. Xxxxxxxxxxxx
Print Name:
Title:
Address:


Phone:
Fax:

Dated: September , 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		X.X. Xxxxxxxxxxxx and Xxxxxx Xxxxxx Trustees

By:		/s/ X.X. Xxxxxx

		/s/ X.X. Xxxxxxxxxxxx
Print Name:

Title:		Trustee

Address:		0000 Xxxxx Xxxxxxxx Xxxxxxxxxx, XX, 00000

Phone:		000-000-0000

Fax:		000-000-0000

Dated: September 30, 1999

OMNIBUS SIGNATURE PAGE TO

MASIMO CORPORATION

SERIES F PREFERRED STOCK PURCHASE AGREEMENT

FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ESCROW AGREEMENT


Name of Purchaser:		TENNYSON FUND II, LLLP

By:		/s/ Xxxxxx X. Xxxxxxx
Print Name:		Xxxxxx X. Xxxxxxx
Title:		Managing Member
Address:		00 X. Xxxxxxxxxxx Xxx. 0xx XX.
		Xxxxxxxxx, XX 00000
Phone:		000-000-0000
Fax:		000-000-0000

Dated: September 7, 1999

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (the “Agreement”) is entered into as of this 7^th day of September, 2000, by and between Masimo Corporation, a Delaware Corporation (the “Company”), and GE Marquette Medical Systems, Inc. (the “Purchaser”).

RECITALS

WHEREAS, the Company and the Purchaser have entered into that certain Series F Preferred Stock Purchase Agreement (the “Purchase Agreement”) dated concurrently herewith.

WHEREAS, pursuant to the Purchase Agreement the Purchasers are entitled to certain registration rights as provided in the Company’s Fifth Amended and Restated Registration Rights Agreement dated September 14, 1999 (the “Amended Registration Rights Agreement”).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Joinder to the Amended Registration Rights Agreement. The Purchaser hereby agrees to become a party to and be bound by, the terms and conditions of the Amended Registration Rights Agreement, a copy of which is attached hereto as Exhibit A. The Purchaser shall be considered a “Holder” under the terms of the Amended Registration Rights Agreement and all terms and conditions contained therein relating to Registrable Securities shall include the 454,546 shares of the Common Stock issued or issuable upon conversion of the Series F Preferred Stock purchased by the Purchaser pursuant to the Purchase Agreement. The Company acknowledges and agrees that the Purchaser is a party to the Amended Registration Rights Agreement and is entitled to all rights thereunder.

2. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement and the Amended Registration Rights Agreement.

IN WITNESS WHEREOF, the parties have entered into this Joinder Agreement as of the date herein first above written.


MASIMO CORPORATION		GE MARQUETTE MEDICAL SYSTEMS, INC.

By:	/s/ Xxx X. Xxxxx	By:	/s/ Xxxxx X. Xxxx
	Xxx X. Xxxxx	Print Name:	Xxxxx X. Xxxx

	President and Chief Executive Officer	Title:	Vice President & GM Clinical System
	President and Chief Executive Officer	Address:	0000 X. Xxxxx Xxx,
			XxxxxxXxx, XX 00000
		Phone:	000-000-0000
		Fax:	000-000-0000

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (the “Agreement”) is entered into as of this 14th day of March, 2001, by and between Masimo Corporation, a Delaware corporation (the “Company”), and Xxxxxx Laboratories, an Illinois corporation (the “Purchaser”).

RECITALS

WHEREAS, the Company and the Purchaser have entered into that certain Series G Preferred Stock Purchase Agreement (the “Purchase Agreement”) dated concurrently herewith.

WHEREAS, pursuant to the Purchase Agreement the Purchaser is entitled to certain registration rights as provided in the Company’s Fifth Amended and Restated Registration Rights Agreement dated September 14, 1999 (the “Amended Registration Rights Agreement”).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Joinder to the Amended Registration Rights Agreement. The Purchaser hereby agrees to become a party to and be bound by the terms and conditions of the Amended Registration Rights Agreement, a copy of which is attached hereto as Exhibit A. The Purchaser shall be considered a “Holder” under the terms of the Amended Registration Rights Agreement and all terms and conditions contained therein relating to Registrable Securities shall include the 1,000,000 shares of the Common Stock issued or issuable upon conversion of the Series G Preferred Stock purchased by the Purchaser pursuant to the Purchase Agreement. For purposes of applying the 75% requirement for “Initiating Holders” under Section (l)(d)(iv) of the Amended Registration Rights Agreement, the Series G Stock shall be counted along with the Series F Shares. The Company acknowledges and agrees that the Purchaser is a party to the Amended Registration Rights Agreement and is entitled to all rights thereunder.

2. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement and the Amended Registration Rights Agreement.

IN WITNESS WHEREOF, the parties have entered into this Joinder Agreement as of the date herein first above written.


MASIMO CORPORATION		XXXXXX LABORATORIES

By:	/s/ Xxx X. Xxxxx	By:	/s/ Xxxxxxxxxxx X. Xxxxxx
	Xxx X. Xxxxx		Xxxxxxxxxxx X. Xxxxxx
	President and		President, Hospital Products Division and
	Chief Executive Officer		Senior Vice President
			000 Xxxxxx Xxxx Xxxx
			Xxxxxx Xxxx, XX 00000
			Facsimile Number: (000) 000-0000

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (the “Agreement”) is entered into as of this l4th day of September, 2001, by and between Masimo Corporation, a Delaware corporation (the “Company”), and Datascope Corp., a Delaware corporation (the “Purchaser”).

RECITALS

WHEREAS, the Company and the Purchaser have entered into that certain Series G Preferred Stock Purchase Agreement (the “Purchase Agreement”) dated concurrently herewith.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Joinder to the Amended Registration Rights Agreement. The Purchaser hereby agrees to become a party to and be bound by the terms and conditions of the Amended Registration Rights Agreement, a copy of which is attached hereto as Exhibit A. The Purchaser shall be considered a “Holder” under the terms of the Amended Registration Rights Agreement and all terms and conditions contained therein relating to Registrable Securities shall include the 384,616 shares of the Common Stock issued or issuable upon conversion of the Series G Preferred Stock purchased by the Purchaser pursuant to the Purchase Agreement. For purposes of applying the 75% requirement for “Initiating Holders” under Section (l)(d)(iv) of the Amended Registration Rights Agreement, the Series G Stock shall be counted along with the Series F Shares. The Company acknowledges and agrees that the Purchaser is a party to the Amended Registration Rights Agreement and is entitled to all rights thereunder.

2. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement and the Amended Registration Rights Agreement.

IN WITNESS WHEREOF, the parties have entered into this Joinder Agreement as of the date herein first above written.

MASIMO CORPORATION

DATASCOPE CORP.

/s/ Xxx X. Xxxxx

/s/ Xxxxxxxx Xxxxx

Xxx X. Xxxxx

President and

Chief Executive Officer

Xxxxxxxx Xxxxx

Chairman and Chief Executive Officer

00 Xxxxxxx Xxxxxxx

Xxxxxxxx, XX 00000