Second Amendment to the Stockholders’ Agreement Sample Contracts

WAIVER AGREEMENT AND SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Second Amendment to the Stockholders’ Agreement • May 8th, 2006 • Pharmasset Inc • Delaware

THIS WAIVER AGREEMENT AND SECOND AMENDMENT (the “Waiver and Amendment”) TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of August 4, 2004, as amended (the “Stockholders’ Agreement”), is entered into as of February 14, 2006 by and among Pharmasset, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s capital stock (collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Waiver and Amendment shall have the meanings set forth in the Stockholders’ Agreement.

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