Common use of Advice of Legal Counsel Clause in Contracts

Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. [Signature Page Follows] The parties hereto have executed this Security Agreement as of the day and year first above written. XXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------------------------ (Signature) Address: 000 Xxxxxx Xxxxxx ---------------------------------------------- Xxxx Xxxx, XX 00000 ---------------------------------------------- LJL BIOSYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxx ----------------------------------------------- Title: Vice President of Finance and Administration ----------------------------------------------- EXHIBIT B-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I hereby sell, assign and transfer unto LJL BioSystems, Inc., a Delaware Corporation, (the "Company") (___________) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No(s).___________________ herewith and do hereby irrevocably constitute and appoint Xxxxxx X. Xxxxx, Vice President of Finance and Administration of the Company or his designee to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: ---------------- Signature: /s/ Xxxxx X. Xxxxxx ---------------------- XXXXX X. XXXXXX This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and the Company dated ____________, 1998. EXHIBIT B-2 CONSENT OF SPOUSE

Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. [Signature Page Follows] The parties hereto have This Agreement has been duly executed this Security Agreement and delivered by the duly authorized officers of Seller and Buyer as of the day and year date first above written. XXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------------------------ (Signature) Address: 000 Xxxxxx Xxxxxx ---------------------------------------------- Xxxx Xxxx, XX 00000 ---------------------------------------------- LJL BIOSYSTEMSHOME SHARK, INC. By: /s/ Xxxxxx X. Xxxxx ----------------------------------------------- -------------------------------------- Name: ------------------------------------ Title: Vice President ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the purposes of Finance Section 6.8. XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX ----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT This Agreement has been duly executed and Administration ----------------------------------------------- EXHIBIT B-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I hereby sell, assign delivered by the duly authorized officers of Seller and transfer unto LJL BioSystems, Inc., a Delaware Corporation, (the "Company") (___________) shares Buyer as of the Company's Common Stock standing in my name on date first above written. HOME SHARK, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- THE COBALT GROUP, INC. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- The following individuals are executing this Purchase Agreement solely for the books purposes of said corporation and represented by Certificate No(s).___________________ herewith and do hereby irrevocably constitute and appoint Xxxxxx X. Xxxxx, Vice President of Finance and Administration of the Company or his designee to transfer said stock on the books of the within-named corporation with full power of substitution in the premisesSection 6.8. Dated: ---------------- Signature: /s/ Xxxxx X. Xxxxxx ---------------------- XXXX XXXXXX ----------------------------------------- XXXX XXXX ----------------------------------------- XXXXXXXX XXXXX X. XXXXXX This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and the Company dated ____________, 1998. EXHIBIT B-2 CONSENT OF SPOUSE----------------------------------------- SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. [Signature Page Follows] The parties hereto have executed this Security Agreement as of the day and year first above written. XXXXX X. XXXXXX XXXXXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------------------------ Xxxxxxxxx --------------------------------------- (Signature) Address: 000 Xxxxxx Xxxxxx ---------------------------------------------- 0000 000xx Xx. XX ---------------------------- Xxxx XxxxXxxxx, XX 00000 ---------------------------------------------- LJL BIOSYSTEMS, INC. ---------------------------- ---------------------------- POINTSHARE CORPORATION By: /s/ Xxxxxx X. Xxxxx ----------------------------------------------- Xxxxxxxxx ------------------------------------ Title: Vice President of Finance and Administration ----------------------------------------------- CEO --------------------------------- Address: 0000 000xx Xxxxxx XX, Xxxxx 000 Xxxxxxxx, XX 00000 EXHIBIT B-1 ----------- ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED I hereby sell, assign and transfer unto LJL BioSystems, Inc.Pointshare Corporation, a Delaware Corporationcorporation, (the "Company") Five Hundred Twenty-Two Thousand (___________522,000) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No(s).___________________ No. C-8 herewith and do hereby irrevocably constitute and appoint Xxxxxx Xxxxxxxxxxx X. XxxxxXxxxxxx, Vice President of Finance and Administration Secretary of the Company or his designee to transfer said stock on the books of the within-named corporation Company with full power of substitution in the premises. Dated: ---------------- December 2,1999 Signature: /s/ Xxxxx X. Xxxxxx ---------------------- XXXXX Xxxxxxxxx ------------------- Xxxxx X. XXXXXX Xxxxxxxxx This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and the Company dated ____________December 2, 19981999. EXHIBIT B-2 ----------- CONSENT OF SPOUSESPOUSE -----------------

Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. [Signature Page Follows] The parties hereto have executed this Security Agreement as of the day and year first above written. XXXXX DENNXX X. XXXXXX XXXXXXX /s/ Xxxxx Dennxx X. Xxxxxx ------------------------------------------------------ Xxxxxxx ------------------------------------ (Signature) Address: 1025 Xxxxxxxx Xxx #000 Xxxxxx Xxxxxx ---------------------------------------------- Xxxx XxxxXxxxxxxxxx, XX 00000 ---------------------------------------------- LJL BIOSYSTEMSRASTER GRAPHICS, INC. By: /s/ Xxxxxx X. Xxxxx ----------------------------------------------- Rak Kumar -------------------------------- Title: Vice President of Finance and Administration ----------------------------------------------- CEO ------------------------------ Address: 3025 Xxxxxxx Xxxxxxx Xxx Xxxx, XX 00000 EXHIBIT B-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I hereby sell, assign and transfer unto LJL BioSystemsRaster Graphics, Inc., a Delaware Corporation, (the "Company") (___________) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No(s)._____________________________________________ herewith and do hereby irrevocably constitute and appoint Xxxxxx X. Xxxxx, Vice President of Finance and Administration the Secretary of the Company or his designee to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: ---------------- June 25, 1997 Signature: /s/ Xxxxx X. Xxxxxx ---------------------- XXXXX X. XXXXXX This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and the Company dated ____________, 1998. EXHIBIT B-2 CONSENT OF SPOUSE: