Common use of Submission to Jurisdiction; Appointment of Agent for Service Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in the city of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated By: /s/ Russell J. Knittel ------------------------------ Name: Russell J. Knittel Txxxx: Xxxxxx Xxxx President and Chief Financial Officer Accepted as of the date hereof: Bear, Stearns & Co. Inc. By: /s/ Paul S. Rosica ----------------------------- Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 (the "Notes") of Synaptics Incorporated (the "Company" or "Registrant") or Common Stock, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 7, 2004 (the "Registration Rights Agreement"), between the Company and the initial purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed CT Corporation as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and agrees to take any and all action, including the filing of any and all documents that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced necessary to continue such appointment in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgmentfull force and effect as aforesaid. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated ByHALLIBURTON COMPANY BY: /s/ Russell J. Knittel ------------------------------ C. CHRISTOPHER GAUT ----------------------------------- Name: Russell J. Knittel TxxxxC. Christopher Gaut Title: Xxxxxx Exxxxxxxx Xxxx President Xxesident and Chief Financial Officer Accepted as of the date hereof: BearCITIGROUP GLOBAL MARKETS INC. GOLDMAN, Stearns SACHS & CO. J.P. MORGAN SECURITIES INC. ABN AMRO INCORPORATED XXXX XHE XXXXL BANK XX XXXXXXXX BY: /s/ Goldman, Sachs & Co. Inc. By: /s/ Paul S. Rosica ----------------------------- Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director ----------------------------------- (Goldmax, Xxxxs & Co.) On behalf of the several Purchasers APPENDIX A SYNAPTICS INCORPORATED FORM HALLIBURTON COMPANY INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: __, 2003 The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the Halliburton Company (the "Company") 3 1/8% Convertible Senior Notes due July 15, 2023 (the "Securities") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by ______ __, 2003. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact [NAME, ADDRESS AND TELEPHONE NUMBER OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 CONTACT AT HALLIBURTON]. HALLIBURTON COMPANY Notice of Registration Statement and Selling Securityholder Questionnaire _______ __, 2003 The undersigned beneficial owner holder of 0.7531/8% Convertible Senior Subordinated Notes due 2024 July 15, 2023 (the "Notes") of Synaptics Incorporated Halliburton Company (the "Company" or "Registrant") or Common Stockand /or common stock, par value $0.001 2.50 per share share, of the Company (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company ) understands that the Registrant Company has filed or intends to file with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 7June 30, 2004 2003 (the "Registration Rights Agreement"), between the Company and the initial purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions provisions, as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectusBENEFICIAL OWNERS ARE ENCOURAGED TO COMPLETE AND DELIVER THIS NOTICE AND QUESTIONNAIRE AT LEAST FIVE BUSINESS DAYS PRIOR TO THE EFFECTIVENESS OF THE SHELF REGISTRATION STATEMENT SO THAT SUCH BENEFICIAL OWNERS MAY BE NAMED AS SELLING SECURITYHOLDERS IN THE RELATED PROSPECTUS AT THE TIME OF EFFECTIVENESS. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration StatementWE CURRENTLY ANTICIPATE THAT THE SHELF REGISTRATION STATEMENT WILL BE EFFECTIVE ON __________ __, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter20__. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State state or Federal federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated Cell Therapeutics, Inc. By: /s/ Russell J. Knittel ------------------------------ Name: Russell J. Knittel TxxxxXxxxx X. Xxxxxx Title: Xxxxxx Xxxx President and Chief Financial Officer Executive VP, Finance & Administration Accepted as of the date hereof: Bear, Stearns & Co. Inc. [INVESTOR] By: /s/ Paul S. Rosica ----------------------------- Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER NOTICE ELECTION AND QUESTIONNAIRE 0.75% [5.75]% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 2011 NOTICE Cell Therapeutics, Inc. (the "Notes"“Company”) of Synaptics Incorporated (the "Company" has filed, or "Registrant") or Common Stockintends shortly to file, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 or such other Form as may be available (the "“Shelf Registration Statement"”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "“Securities Act"”), of the Registrable Company’s [5.75]% Convertible Senior Notes due 2011 (CUSIP No. [ ]) (the “Notes”), and common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes (the “Shares” and together with the Notes, the “Transfer Restricted Securities, ”) in accordance with the terms of the Registration Rights Agreement, dated as of December 711, 2004 2007 (the "“Registration Rights Agreement"”), between the Company and the initial purchasers named thereininvestors signatory thereto. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowCompany. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Transfer Restricted Securities generally will be required to be named as a selling securityholder Selling Securityholder in the related prospectusProspectus, deliver a prospectus Prospectus to purchasers of Registrable Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial owners Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as selling securityholders Selling Securityholders in the prospectus and therefore Shelf Registration Statement and, therefore, will not be permitted to sell any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectus.Prospectus. ELECTION The undersigned holder (the “Selling Securityholder”) of Transfer Restricted Securities hereby elects to include in the Shelf Registration Statement the Transfer Restricted Securities beneficially owned by it and listed below in Item III (unless otherwise specified under Item III). The undersigned, by signing and returning this Notice and Questionnaire, understands that it will be bound with respect to such Transfer Restricted Securities by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Selling Securityholder has agreed to indemnify and hold harmless the Company, any underwriter, each other Holder, their respective officers, directors, partners, employees, representatives and agents, and each person, if any, who controls the Company, any underwriter and any other Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against certain losses arising in connection with statements concerning the Selling Securityholder made in the Shelf Registration Statement or the related Prospectus in reliance upon the information provided in this Notice and Questionnaire. The Selling Securityholder hereby provides the following information and represents and warrants that such information is accurate and complete: QUESTIONNAIRE

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State state or Federal federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated CELL THERAPEUTICS, INC. By: /s/ Russell J. Knittel ------------------------------ Name: Russell J. Knittel TxxxxTitle: Xxxxxx Xxxx President and Chief Financial Officer Accepted as of the date hereof: BearLINDEN CAPITAL PARTNERS, Stearns & Co. Inc. L.P. By: /s/ Paul S. Rosica ----------------------------- Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC SUNRISE PARTNERS LIMITED PARTNERSHIP By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER NOTICE ELECTION AND QUESTIONNAIRE 0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 NOTICE Cell Therapeutics, Inc. (the "Notes"“Company”) of Synaptics Incorporated (the "Company" has filed, or "Registrant") or Common Stockintends shortly to file, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 or such other Form as may be available (the "“Shelf Registration Statement"”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "“Securities Act"”), of the Registrable Securities, Restricted Shares in accordance with the terms of the Registration Rights Agreement, dated as of December 7October 31, 2004 2005 (the "“Registration Rights Agreement"”), between by and among the Company Company, Linden Capital Partners, L.P. and the initial purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowSunrise Partners Limited Partnership. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Securities Restricted Shares pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities Restricted Shares generally will be required to be named as a selling securityholder Selling Securityholder in the related prospectusProspectus, deliver a prospectus Prospectus to purchasers of Registrable Restricted Shares, be subject to certain civil liability provisions of the Securities Act and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 3rd calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial owners Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as selling securityholders Selling Securityholders in the prospectus and therefore Shelf Registration Statement and, therefore, will not be permitted to sell any Registrable Securities Restricted Shares pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Securities Restricted Shares are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed National Registered Agents, Inc. as its authorized agent (the "Authorized Agent") upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any State or Federal court in The City of New York, New York, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and agrees to take any and all action, including the filing of any and all documents that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced necessary to continue such appointment in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgmentfull force and effect as aforesaid. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated Schlumberger Limited By: /s/ Russell J. Knittel ------------------------------ Michel Soublin ------------------------- Name: Russell J. Knittel TxxxxMichel Soublin Title: Xxxxxx Xxxx President and Chief Financial Officer Treasurer Accepted as of the date hereof: Bear, Stearns & Co. Citigroup Global Markets Inc. By: /s/ Paul S. Rosica Xxxx-Xxxxxx Xxxxx ----------------------------- Name: Xxxx X. Xxxxxa Xxxx-Xxxxxx Xxxxx Title: Senior Managing Director Credit Xxxxxx Vice President Xxxxxxx, Xxxxx Boston LLC By& Co. /s/ Xxxxxxx, Sachs & Co. ----------------------------- (Xxxxxxx, Xxxxx & Co.) Appendix A Schlumberger Limited INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX [DATE] The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in either the 1.500% Series A SYNAPTICS INCORPORATED FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 0.75Convertible Debentures due June 1, 2023 or the 2.125% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Series B Convertible Senior Subordinated Notes Debentures due 2024 June 1, 2023 (collectively, the "NotesSecurities") of Synaptics Incorporated Schlumberger Limited (the "Company" or "Registrant") are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline for response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or Common Stockhave any questions pertaining to this matter, par value $0.001 per share please contact [Name, address and telephone number of contact at the Issuer]. Schlumberger Limited Notice of Registration Statement and Selling Securityholder Questionnaire [Date] Schlumberger Limited (the "Common Stock" and, together Company") has filed with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. United States Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the United States Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Company's 1.500% Series A Convertible Debentures due June 1, 2023 (the "Series A Debentures") and 2.125% Series B Convertible Debentures due June 1, 2023 (the "Series B Debentures" and, together with the Series A Debentures, the "Securities") and the shares of common stock, par value $.01 per share (the "Common Stock"), issuable upon conversion thereof, in accordance with the terms of the Registration Rights Agreement, dated as of December 7June 9, 2004 2003 (the "Registration Rights Agreement"), between the Company and the initial purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowattached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner In order to have Registrable Securities included in the Shelf Registration Statement (or a supplement or amendment thereto), this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company at the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described below). Beneficial owners that who do not complete complete, execute and return this Notice and Questionnaire and deliver it to the Company as provided below by such date (i) will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file may not use the Prospectus forming a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers part thereof for resales of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectusProspectus.

Submission to Jurisdiction; Appointment of Agent for Service. Each party hereto submits to the exclusive jurisdiction of the competent courts of the State of New York and the courts of the United States of America, in each case located in The Company agrees that City of New York, New York over any suit, action or proceeding against arising under or in connection with this Agreement or the Company transactions contemplated hereby. Each party hereto waives any objection that it may have to the venue of any suit, action or proceeding arising out of under or based upon in connection with this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in the city courts of the State of New York or the courts of the United States of America, in each case located in The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any that such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. proceeding brought in the courts of the State of New York or the courts of the United States of America, in each case located in The City of New York, New York, was brought in an inconvenient court and agrees not to plead or claim the same In furtherance of the foregoing, the Company expressly accepts hereby irrevocably designates and appoints CT Corporation, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the non-exclusive jurisdiction agent of any such court in the Company to receive service of all process brought against the Company with respect of to any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall in The City of New York, New York, such service being hereby acknowledged by the Company to be conclusive effective and binding thereupon and may service in every respect. Copies of any such process so served shall also be enforced given to the Company in accordance with Section 10 hereof, but the failure of the Company to receive such copies shall not affect in any other court in way the jurisdiction service of such process as aforesaid. If for any reason CT Corporation shall resign or otherwise cease to which act as such agent, the Company is or may be subject by suit upon such judgmenthereby irrevocably agrees to promptly designate and appoint a new agent. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between among the Company and you. Very truly yours, Synaptics Incorporated Willbros Group, Inc. By: /s/ Russell J. Knittel ------------------------------ --------------------------------- Name: Russell J. Knittel TxxxxTitle: Xxxxxx Xxxx President and Chief Financial Officer Accepted as of the date hereof: Bear, Stearns & Co. Inc. PURCHASERS: HIGHBRIDGE INTERNATIONAL LLC By: /s/ Paul S. Rosica ----------------------------- HIGHBRIDGE CAPITAL MANAGEMENT, LLC By: ---------------------------------- Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Chill Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 (the "Notes") of Synaptics Incorporated (the "Company" or "Registrant") or Common Stock, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), Accepted as of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 date hereof: PURCHASERS: PORTSIDE GROWTH & OPPORTUNITY FUND By: ---------------------------------- Name: Title: 25 Accepted as of the Securities Act of 1933date hereof: PURCHASERS: SHEPHERD INVESTMENTS INTERNATIONAL, LTD. By: ---------------------------------- Name: Title: Accepted as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms date hereof: PURCHASERS: SUTTONBROOK CAPITAL MANAGEMENT LP By: --------------------------------- Name: Title: 27 Accepted as of the Registration Rights Agreementdate hereof: PURCHASERS: CITADEL EQUITY FUND, dated LTD. By: --------------------------------- Name: Title: 28 Accepted as of December 7, 2004 (the "Registration Rights Agreement"), between the Company and the initial purchasers named therein. A copy date hereof: PURCHASERS: CAPITAL VENTURES INTERNATIONAL By: --------------------------------- Name: Title: 29 Accepted as of the Registration Rights Agreement is available from the Company upon request at the address set forth belowdate hereof: PURCHASERS: KINGS ROAD INVESTMENTS LTD. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.By: --------------------------------- Name: Title:

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State state or Federal federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated ACQUICOR TECHNOLOGY INC. By: /s/ Russell J. Knittel ------------------------------ Xxxxxxx X. Xxxxxx Name: Russell J. Knittel TxxxxXxxxxxx X. Xxxxxx Title: Xxxxxx Xxxx President Chairman and Chief Financial Executive Officer Accepted as of the date hereof: Bear, Stearns & Co. Inc. By: /s/ Paul S. Rosica ----------------------------- Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston CRT CAPITAL GROUP LLC By: /s/ John Metz ----------------------------- Xxxxxxxxxxx Xxxxx Name: John Xxxxxxxxxxx Xxxxx Title: Managing Director XXXXXXX & COMPANY, LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED FORM OF 8% CONVERTIBLE SENIOR NOTES DUE 2011 SELLING SECURITYHOLDER SECURITY HOLDER NOTICE AND QUESTIONNAIRE 0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner holder (the “Selling Security Holder”) of 0.758% Convertible Senior Subordinated Notes due 2024 2011 (the "“Notes"”) of Synaptics Incorporated (Acquicor Technology Inc. ( the "“Company" or "Registrant"”) or Common Stockshares of common stock, par value $0.001 per share 0.0001, of the Company issuable upon conversion of the Notes (the "Common Stock" and, together with the Notes, the "“Registrable Securities"”), of the Company understands that the Registrant Company has filed or intends to file with the U.S. Securities and Exchange Commission (the "Commission"“SEC”) a registration statement on Form S-3 (the "“Shelf Registration Statement"”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "“Securities Act"”), of the Registrable Securities, Securities in accordance with the terms of the Registration Rights Agreement (the “Registration Agreement”), dated as of December 719, 2004 (the "Registration Rights Agreement"), 2006 between the Company and the initial purchasers Initial Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings meaning ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder security holder in the related prospectus, deliver a the prospectus to purchasers of Registrable Securities and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described belowthereof). Beneficial owners that do not complete In order to have Registrable Securities included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and deliver it delivered to the Company as provided at the address specified below ON OR BEFORE ●, 2007. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire (i) will not be named as selling securityholders security holders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration StatementStatement and (ii) may not use the related prospectus for resales of Registrable Securities. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder security holders in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder security holder in the Shelf Registration Statement and the related prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated WebMD Corporation By: /s/ Russell J. Knittel ------------------------------ Kxxx X. Xxxxxx Name: Russell J. Knittel TxxxxKxxx X. Xxxxxx Title: Xxxxxx Xxxx President Executive Vice President, Administration and Acting Chief Financial Officer Accepted as of the date hereof: Bear, Stearns & Co. Inc. By: /s/ Paul S. Rosica ----------------------------- Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston Banc of America Securities LLC By: /s/ John Metz ----------------------------- Txxxxx Xxxxxxxx Name: John Xxxx Txxxxx Xxxxxxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED WEBMD CORPORATION FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 0.751.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 2023 The undersigned beneficial owner of 0.751.75% Convertible Senior Subordinated Notes due 2024 2023 (the "“Notes"”) of Synaptics Incorporated WebMD Corporation (the "“Company" ” or "“Registrant"”) or Common Stock, par value $0.001 .0001 per share (the "“Common Stock" ” and, together with the Notes, the "“Registrable Securities"”), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 (the "“Shelf Registration Statement"”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "“Securities Act"”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 7June 25, 2004 2003 (the "“Registration Rights Agreement"”), between the Company and the initial purchasers purchaser named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 ten business days of such receipt, file such amendments to the Shelf Registration Statement or supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional new Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, has agreed to file more than one post-effective amendment pay liquidated damages pursuant to a Shelf the Registration Statement for such purpose in any calendar quarterRights Agreement under certain circumstances set forth therein. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State state or Federal federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated Immunomedics, Inc. By: /s/ Russell J. Knittel ------------------------------ Xxxxxxx X. Xxxxxxxx Name: Russell J. Knittel TxxxxTitle: Xxxxxx Xxxx President and Chief Financial Officer Accepted as of the date hereof: Bear, Stearns Xxxxxxx & Co. Inc. By: /s/ Paul S. Rosica ----------------------------- Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxa Xxxxxxx Xxxxx Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX Appendix A SYNAPTICS INCORPORATED IMMUNOMEDICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER NOTICE ELECTION AND QUESTIONNAIRE 0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.753.25% Convertible Senior Subordinated Notes due 2024 2006 Notice Immunomedics, Inc. (the "Notes"“Company”) of Synaptics Incorporated (the "Company" has filed, or "Registrant") or Common Stockintends shortly to file, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 or such other Form as may be available (the "“Shelf Registration Statement"”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "“Securities Act"”), of the Registrable Company’s Convertible Senior Notes due 2006 (the “Notes”), and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities, ”) in accordance with the terms of the Registration Rights Agreement, dated as of December 7January , 2004 (the "“Registration Rights Agreement"), ”) between the Company and the initial purchasers named therein. Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowCompany. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Transfer Restricted Securities generally will be required to be named as a selling securityholder Selling Securityholder in the related prospectusProspectus, deliver a prospectus Prospectus to purchasers of Registrable Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions rights and obligations, as described below). To be included in the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Election and Questionnaire Deadline”). Beneficial owners Owners that do not complete and return this Notice Election and Questionnaire prior to the Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as selling securityholders Selling Securityholders in the prospectus and therefore Shelf Registration Statement and, therefore, will not be permitted to sell any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State state or Federal federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] EXECUTION VERSION Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated Cell Therapeutics, Inc. By: /s/ Russell J. Knittel ------------------------------ /S/ XXXXX X. XXXXXX Name: Russell J. Knittel TxxxxXxxxx X. Xxxxxx Title: Xxxxxx Xxxx President and & Chief Financial Executive Officer Accepted as of the date hereof: Bear, Stearns & Co. Inc. [Initial Purchaser] By: /s/ Paul S. Rosica ----------------------------- [Initial Purchaser Representative] Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director EXECUTION VERSION APPENDIX A SYNAPTICS INCORPORATED CELL THERAPEUTICS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER NOTICE ELECTION AND QUESTIONNAIRE 0.756.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 2010 NOTICE Cell Therapeutics, Inc. (the "Notes"“Company”) of Synaptics Incorporated (the "Company" has filed, or "Registrant") or Common Stockintends shortly to file, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 or such other Form as may be available (the "“Shelf Registration Statement"”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "“Securities Act"”), of the Registrable Company’s 6.75% Convertible Senior Notes due 2010 (CUSIP No. 150934 AG 2) (the “Notes”), and common stock, no par value (the “Common Stock”), issuable upon conversion of the Notes and the Warrants (the “Shares” and together with the Notes, the “Transfer Restricted Securities, ”) in accordance with the terms of the Registration Rights Agreement, dated as of December 7November 4, 2004 2005 (the "“Registration Rights Agreement"”), between the Company and the initial purchasers named thereinCRT Capital Group LLC. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowCompany. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Transfer Restricted Securities generally will be required to be named as a selling securityholder Selling Securityholder in the related prospectusProspectus, deliver a prospectus Prospectus to purchasers of Registrable Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial owners Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as selling securityholders Selling Securityholders in the prospectus and therefore Shelf Registration Statement and, therefore, will not be permitted to sell any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State state or Federal federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated CuraGen Corporation By: /s/ Russell J. Knittel ------------------------------ Xxxxx X. Xxxxxx Name: Russell J. Knittel TxxxxXxxxx X. Xxxxxx Title: Xxxxxx Xxxx Executive Vice President and Chief Financial Officer Accepted as of the date hereof: Bear, Stearns Xxxxxxx & Co. Inc. By: /s/ Paul S. Rosica ----------------------------- Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxa Xxxxxx Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED FORM CURAGEN CORPORATION NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER NOTICE ELECTION AND QUESTIONNAIRE 0.754.0% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 2011 Notice CuraGen Corporation (the "Notes"“Company”) of Synaptics Incorporated (the "Company" has filed, or "Registrant") or Common Stockintends shortly to file, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "“Commission"”) a registration statement on Form S-3 or such other Form as may be available (the "“Shelf Registration Statement"”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "“Securities Act"”), of the Registrable Company’s Convertible Subordinated Notes due 2011 (CUSIP No. 00000XXX0) (the “Notes”), and common stock, par value $0.01 per share, issuable upon conversion thereof (the “Shares” and together with the Notes, the “Transfer Restricted Securities, ”) in accordance with the terms of the Registration Rights Agreement, dated as of December 7February 17, 2004 (the "“Registration Rights Agreement"), ”) between the Company and the initial purchasers named therein. Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowCompany. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Transfer Restricted Securities generally will be required to be named as a selling securityholder Selling Securityholder in the related prospectusProspectus, deliver a prospectus Prospectus to purchasers of Registrable Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions rights and obligations, as described below). To be included in the Shelf Registration Statement, this Notice and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt prior to or on the 20th calendar day from the receipt hereof (the “Notice and Questionnaire Deadline”). Beneficial owners Owners that do not complete and return this Notice and Questionnaire prior to the Notice and Questionnaire Deadline and deliver it to the Company as provided below will not be named as selling securityholders Selling Securityholders in the prospectus and therefore Shelf Registration Statement and, therefore, will not be permitted to sell any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State state or Federal federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated Concord Communications, Inc. By: /s/ Russell J. Knittel ------------------------------ Melissa H. Cruz ------------------------------- Name: Russell J. Knittel TxxxxMelissa H. Cruz Title: Xxxxxx Xxxxxxxxx Xxxx President and of Business Services, Chief Financial Officer and Treasurer Accepted as of the date hereof: Bear, Stearns & Co. Inc. By: /s/ Paul S. Rosica ----------------------------- NameStephen Parish ------------------------------------- Xxme: Xxxx X. Xxxxxa Stephen Parish Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED CONCORD COMMUNICATIONS, INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER NOTICE ELECTION AND QUESTIONNAIRE 0.753.0% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 (the "Notes") of Synaptics Incorporated 2023 NOTICE Concord Communications, Inc. (the "Company" or "Registrant") has filed, or Common Stockintends shortly to file, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 or such other Form as may be available (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Company's Convertible Senior Notes due 2023 (CUSIP No. 206186AA6) (the "Notes"), and common stock, par value $0.01 per share, xxxxxxxx upon conversion thereof (the "Shares" and together with the Notes, the "Transfer Restricted Securities, ") in accordance with the terms of the Registration Rights Agreement, dated as of December 78, 2004 2003 (the "Registration Rights Agreement"), ) between the Company and the initial purchasers named therein. Bear, Stearns & Co. Inc. A copy of the Registration Rights Agreement is available from avaixxxxx xrom the Company upon request at the address set forth belowCompany. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Transfer Restricted Securities generally will be required to be named as a selling securityholder Selling Securityholder in the related prospectusProspectus, deliver a prospectus Prospectus to purchasers of Registrable Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions rights and obligations, as described below). To be included in the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to the Company at the address set forth herein for receipt PRIOR TO OR ON THE 20TH CALENDAR DAY FROM THE RECEIPT HEREOF (the "Election and Questionnaire Deadline"). Beneficial owners Owners that do not complete and return this Notice Election and Questionnaire prior to the Election and Questionnaire Deadline and deliver it to the Company as provided below will not be named as selling securityholders Selling Securityholders in the prospectus and therefore Shelf Registration Statement and, therefore, will not be permitted to sell any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, or (ii) 30 calendar days of such receipt, file a post-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus.

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that With respect to any suit, action or proceeding against that may be brought in connection with the Indenture, the Notes or any Note Guarantee, if any, the Company arising out irrevocably consents to the jurisdiction of any United States federal or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York State or Federal court sitting in the city Borough of Manhattan, The City of New York, the State of New YorkYork and irrevocably waives, and waives to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceedingsuit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The In connection with the Note Guarantee of Jxxxx Lxxx LaSalle Limited, Jxxxx Lang LaSalle Limited will submit to jurisdiction to substantially the same extent. Each of the Company agrees that a final judgment and Jxxxx Lxxx LaSalle Limited (i) irrevocably designates and appoints Jxxxx Lang LaSalle Incorporated, 200 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601 (together with any successor, the "Authorized Agent"), as its authorized agent upon which process may be served in any such suit, action or proceeding brought in any such court shall be conclusive and binding thereupon (ii) agrees that service of process upon the Authorized Agent and written notice of said service to the Company or Jxxxx Lang LaSalle Limited, as the case may be enforced in any other court in (mailed or delivered to the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated By: /s/ Russell J. Knittel ------------------------------ Name: Russell J. Knittel Txxxx: Xxxxxx Xxxx President and Chief Financial Officer Accepted as Corporate Secretary of the date hereof: Bear, Stearns & Co. Inc. By: /s/ Paul S. Rosica ----------------------------- Name: Xxxx X. Xxxxxa Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE 0.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 (the "Notes") of Synaptics Incorporated (the "Company" or "Registrant") or Common Stock, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 7, 2004 (the "Registration Rights Agreement"), between the Company and the initial purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request JLL at the address set forth belowin Section 11.02 of the Indenture), shall be deemed in every respect effective service of process upon the Company or Jxxxx Lxxx LaSalle Limited, as the case may be, in any such suit or proceeding. All capitalized terms not otherwise defined herein To the extent that the Company or Jxxxx Lang LaSalle Limited has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the Indenture or the Notes, to the extent permitted by law. THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT OF INDEBTEDNESS EVIDENCED BY THIS NOTE The initial principal amount of indebtedness evidenced by this Note shall have the meanings ascribed thereto be ____________________. The following decreases/increases in the Registration Rights Agreementprincipal amount evidenced by this Note have been made: Total Principal Amount of this Decrease in Increase in Global Note Notation Principal Principal Follow- Made Date of Amount of Amount of ing such by or on Decrease/ this Global this Global Decrease/ Behalf of Increase Note Note Increase Trust ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- ----------- [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. Each beneficial owner ---------------------------------- -------------------------------------------------------------------------- Please print or typewrite name and address including zip code of Registrable Securities is entitled assignee -------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ attorney to transfer said Note on the benefits books of the Registration Rights Agreement. In order to sell or otherwise dispose Company with full power of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder substitution in the related prospectuspremises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN EXCHANGE NOTES, deliver a prospectus to purchasers UNLEGENDED REGULATION S GLOBAL AND UNLEGENDED REGULATION S CERTIFICATED NOTES] In connection with any transfer of Registrable Securities and be bound by the provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling securityholders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire Note occurring prior to the effectiveness date which is the earlier of (i) the date the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, the Company will, as promptly as practicable but in any event within (i) 5 business days of such receipt, file such supplements to the related prospectus, is declared effective or (ii) 30 calendar days the end of such receiptthe period referred to in Rule 144(k) under the Securities Act, file a post-effective amendment to the Shelf Registration Statement undersigned confirms that without utilizing any general solicitation or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarter. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.general advertising that:

Submission to Jurisdiction; Appointment of Agent for Service. The Company agrees that any suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or Federal court in the city The City of New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company agrees that a final judgment in any such proceeding brought in any such court shall be conclusive and binding thereupon and may be enforced in any other court in the jurisdiction to which the Company is or may be subject by suit upon such judgment. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the agreement between the Company and you. Very truly yours, Synaptics Incorporated Cray Inc., a Washington corporation /s/ Xxxxxxx X. Xxxxxxx By: /s/ Russell J. Knittel ------------------------------ :_______________________________ Name: Russell J. Knittel TxxxxXxxxxxx X. Xxxxxxx Title: Xxxxxx Xxxx President and Senior Vice President, General Counsel, Chief Financial Officer and Corporate Secretary Accepted as of the date hereof: BearBEAR, Stearns XXXXXXX & Co. Inc. CO. INC. /s/ Xxxxxxx X. Xxxxxx By: /s/ Paul S. Rosica ----------------------------- :________________________________ Name: Xxxx Xxxxxxx X. Xxxxxa Xxxxxx Title: Senior Managing Director Credit Xxxxxx Xxxxx Boston LLC By: /s/ John Metz ----------------------------- Name: John Xxxx Title: Managing Director APPENDIX A SYNAPTICS INCORPORATED CRAY INC. FORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER NOTICE ELECTION AND QUESTIONNAIRE 0.753.0% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024 The undersigned beneficial owner of 0.75% Convertible Senior Subordinated Notes due 2024 (the "Notes") of Synaptics Incorporated NOTICE Cray Inc. (the "Company" or "Registrant") has filed, or Common Stockintends shortly to file, par value $0.001 per share (the "Common Stock" and, together with the Notes, the "Registrable Securities"), of the Company understands that the Registrant has filed or intends to file with the U.S. Securities and Exchange Commission (the "CommissionSEC") a registration statement on Form S-3 or such other Form as may be available (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Company's 3.0% Convertible Senior Subordinated Notes due 2024 (CUSIP No. 225223 AA4) (the "Notes"), and common stock, $0.01 par value, issuable upon conversion thereof (the "Shares" and together with the Notes, the "Transfer Restricted Securities, ") in accordance with the terms of the Registration Rights Agreement, dated as of December 76, 2004 (the "Registration Rights Agreement"), ) between the Company and the initial purchasers named therein. Bear, Xxxxxxx & Co. Inc. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth belowCompany. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to To sell or otherwise dispose of any Registrable Transfer Restricted Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Transfer Restricted Securities generally will be required to be named as a selling securityholder Selling Securityholder in the related prospectusProspectus, deliver a prospectus Prospectus to purchasers of Registrable Transfer Restricted Securities, be subject to certain civil liability provisions of the Securities Act and be bound by the those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions rights and obligations, as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not To be named as selling securityholders included in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be named as selling securityholders in the related prospectus. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following the effectiveness of the Shelf Registration Statement, this Election and Questionnaire must be completed, executed and delivered to the Company willat the address set forth herein for receipt PRIOR TO OR ON THE 20TH CALENDAR DAY FROM THE RECEIPT HEREOF (THE "ELECTION AND QUESTIONNAIRE DEADLINE"). BENEFICIAL OWNERS THAT DO NOT COMPLETE THIS ELECTION AND QUESTIONNAIRE AND DELIVER IT TO THE COMPANY PRIOR TO THE ELECTION AND QUESTIONNAIRE DEADLINE AS PROVIDED BELOW WILL NOT BE NAMED AS SELLING SECURITYHOLDERS IN THE SHELF REGISTRATION STATEMENT AT THE TIME IT IS DECLARED EFFECTIVE AND, as promptly as practicable but in any event within (i) 5 business days of such receiptTHEREFORE, file such supplements to the related prospectusWILL NOT BE PERMITTED TO SELL ANY TRANSFER RESTRICTED SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT UNTIL WE PREPARE AND FILE A PROSPECTUS SUPPLEMENT OR, or (ii) 30 calendar days of such receiptIF REQUIRED, file a postA POST-effective amendment to the Shelf Registration Statement or an additional Shelf Registration Statement with the Commission if required to do so, in each case as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities. The Company will not be required, however, to file more than one post-effective amendment to a Shelf Registration Statement for such purpose in any calendar quarterEFFECTIVE AMENDMENT TO THE SHELF REGISTRATION STATEMENT. Certain legal consequences arise from being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus. Accordingly, holders and beneficial owners of Registrable Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder Selling Securityholder in the Shelf Registration Statement and the related prospectusProspectus.