Common use of Xxxxxxxxxxx X Clause in Contracts

Xxxxxxxxxxx X. Xxxxxx (“Xx. Xxxxxx”) hereby represents and warrants to Holdings and the other Holdings Members as follows: (i) all of the 2,805,747 Class A-1 Units of Holdings and all of the 8,792,357 Class A-2 Units of Holdings held in his name (collectively, the “Xxxxxx Class A Units”) are currently being held, and at all times after issuance by Holdings have been held, as nominee for the benefit of Xxxxxx Family LOS Holdings, LLC, a Delaware limited liability company (the “Xxxxxx Entity”), (ii) Xx. Xxxxxx has furnished Holdings with a true and complete copy of the nominee agreement (the “Xxxxxx Nominee Agreement”) memorializing all current and past nominee arrangements affecting such Xxxxxx Class A Units and the current limited liability company agreement of the Xxxxxx Entity (the “Xxxxxx Entity LLC Agreement”), (iii) Schedule 2.2(c) correctly lists all of the record and beneficial owners of the Xxxxxx Entity (the “Xxxxxx Entity Owners”), together with each Xxxxxx Entity Owner’s current percentage ownership in the Xxxxxx Entity (the “Xxxxxx Entity Ownership Percentage”), (iv) none of the Xxxxxx Entity Owners holds his interest in the Xxxxxx Entity for the benefit of any other person (as a nominee or otherwise), (v) each of the Xxxxxx Entity Owners is party to and bound by the Xxxxxx Nominee Agreement and the Xxxxxx Entity LLC Agreement, (vi) no options, warrants, profits interests, phantom interests or other equity-linked securities or rights are outstanding that grant any Person, other than the Xxxxxx Entity Owners, any right to benefit from the Xxxxxx Entity or the assets thereof, (vii) each of the Xxxxxx Entity Owners has made cash contributions to the Xxxxxx Entity in the same proportion as his respective Xxxxxx Entity Ownership Percentage and (viii) all profits and losses of Holdings that have been allocated by Holdings to Xx. Xxxxxx in respect of the Xxxxxx Class A Units have been allocated to the Xxxxxx Entity Owners in the same proportion as their Xxxxxx Entity Ownership Percentage.

Xxxxxxxxxxx X. Xxxxx Harvard Medical School 240 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Xxmbard Odier & Cie Toedxxxxxxxx 00 XX0000 Xxxxxx, Xxxxxxxxxxx Xolders of Series G Convertible Preferred Stock Exhibit B Instrument of Adherence Reference is made to that certain Second Amended and Restated Stockholders' Agreement, dated December 20, 1996, a copy of which is attached hereto (“Xx. Xxxxxx”as amended and in effect from time to time, the "Stockholders' Agreement"), among LeukoSite, Inc., a Delaware corporation (the "Corporation"), the Investors (as defined therein) hereby represents and warrants to Holdings and the other Holdings Members Founders (as follows: defined therein). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Stockholders' Agreement. The undersigned, , in connection with its purchase of shares (the "Acquired Shares") of Series G Preferred Stock pursuant to Section 3.2 of the Series G Securities Purchase Agreement, hereby agrees that, from and after the date hereof, (i) the undersigned has become a Series G Additional Investor party to the Stockholders' Agreement and is entitled to all of the benefits under, and is subject to all of the obligations, restrictions, limitations, provisions and conditions set forth in, the Stockholders' Agreement that are applicable to Investors, and (ii) all of the 2,805,747 Class A-1 Units of Holdings and Acquired Shares are entitled to all of the 8,792,357 Class A-2 Units of Holdings held in his name (collectively, the “Xxxxxx Class A Units”) are currently being heldbenefits, and at all times after issuance by Holdings have been held, as nominee for the benefit of Xxxxxx Family LOS Holdings, LLC, a Delaware limited liability company (the “Xxxxxx Entity”), (ii) Xx. Xxxxxx has furnished Holdings with a true and complete copy of the nominee agreement (the “Xxxxxx Nominee Agreement”) memorializing all current and past nominee arrangements affecting such Xxxxxx Class A Units and the current limited liability company agreement of the Xxxxxx Entity (the “Xxxxxx Entity LLC Agreement”), (iii) Schedule 2.2(c) correctly lists are subject to all of the record obligations, restrictions, limitations, provisions and beneficial owners conditions, under the Stockholders' Agreement that are applicable to the securities of the Xxxxxx Entity (Corporation held by the “Xxxxxx Entity Owners”), together with each Xxxxxx Entity Owner’s current percentage ownership in the Xxxxxx Entity (the “Xxxxxx Entity Ownership Percentage”), (iv) none Investors. This Instrument of Adherence shall take effect and shall become a part of the Xxxxxx Entity Owners holds his interest in Stockholders' Agreement immediately upon execution. Executed as of the Xxxxxx Entity for date set forth below under the benefit domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other person (as a nominee or otherwise)state. Signature:_______________________________ Address:_______________________________ _______________________________ _______________________________ Date:_______________________________ 57 -2- Accepted: LEUKOSITE, (v) each of the Xxxxxx Entity Owners is party to and bound by the Xxxxxx Nominee Agreement and the Xxxxxx Entity LLC AgreementINC. By:_____________________________________ Chrixxxxxxx X. Xxxxxxxxx, (vi) no options, warrants, profits interests, phantom interests or other equity-linked securities or rights are outstanding that grant any Person, other than the Xxxxxx Entity Owners, any right to benefit from the Xxxxxx Entity or the assets thereof, (vii) each of the Xxxxxx Entity Owners has made cash contributions to the Xxxxxx Entity in the same proportion as his respective Xxxxxx Entity Ownership Percentage and (viii) all profits and losses of Holdings that have been allocated by Holdings to Xx. Xxxxxx in respect of the Xxxxxx Class A Units have been allocated to the Xxxxxx Entity Owners in the same proportion as their Xxxxxx Entity Ownership Percentage.Xxesident