R E C I T A L SEscrow Agreement • October 13th, 2004 • Warburg Pincus Private Equity Viii L P • Wholesale-miscellaneous nondurable goods • New York
EXECUTION VERSION SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT, dated March 19, 2004 (this "Agreement"), by and among Xerox Imaging Systems, Inc., a Delaware corporation (the "Seller"), and Warburg Pincus Private Equity VIII, L.P.,...Securities Purchase Agreement • April 19th, 2004 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • New York
RECITALSStockholders Agreement • May 21st, 2008 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
W-30 THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED...Warburg Pincus Private Equity Viii L P • May 21st, 2008 • Services-prepackaged software • New York
ALLOS THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 4, 2005, among the investors listed on Schedule I hereto (the "Investors") and Allos Therapeutics, Inc., a Delaware corporation (the "Company"). R...Registration Rights Agreement • March 8th, 2005 • Warburg Pincus Private Equity Viii L P • Pharmaceutical preparations • Delaware
BY AND BETWEENSecurities Purchase Agreement • April 21st, 2004 • Warburg Pincus Private Equity Viii L P • Pharmaceutical preparations • New York
W-31 THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED...Warburg Pincus Private Equity Viii L P • May 21st, 2008 • Services-prepackaged software • New York
EXHIBIT 2 EVOLVE SOFTWARE, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT dated as of September 23, 2001Preferred Stock Purchase Agreement • October 3rd, 2001 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETOSecurities Purchase Agreement • March 8th, 2005 • Warburg Pincus Private Equity Viii L P • Pharmaceutical preparations • Delaware
EXECUTION VERSION SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 30th, 2004 • Warburg Pincus Private Equity Viii L P • Communications equipment, nec • New York
W-27 THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED...Warburg Pincus Private Equity Viii L P • September 19th, 2005 • Services-prepackaged software • New York
PURCHASE AGREEMENTPurchase Agreement • April 8th, 2008 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
W-32 THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED...Warburg Pincus Private Equity Viii L P • May 21st, 2008 • Services-prepackaged software • New York
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ----------------------------Joint Filing Agreement • May 18th, 2007 • Warburg Pincus Private Equity Viii L P • Biological products, (no disgnostic substances)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
EXHIBIT 1 Joint Filing Agreement The undersigned hereby agree that the statement on Schedule 13D filed by the undersigned with respect to the Common Stock of Evolve Software, Inc. is, and any amendment thereto signed by each of the undersigned shall...Joint Filing Agreement • October 3rd, 2001 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software
The undersigned hereby agree that the statement on Schedule 13D filed by the undersigned with respect to the Common Stock of Evolve Software, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
BY AND AMONGSecurities Purchase Agreement • October 23rd, 2003 • Warburg Pincus Private Equity Viii L P • Communications equipment, nec • New York
VOTING TRUST AGREEMENT ---------------------- AGREEMENT, dated June 8, 2006, by and among Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"); Warburg Pincus Netherlands Private Equity VIII I, C.V., a Netherlands...Voting Trust Agreement • June 9th, 2006 • Warburg Pincus Private Equity Viii L P • Wholesale-miscellaneous nondurable goods • New York
RECITALSStandstill Agreement • September 4th, 2001 • Warburg Pincus Private Equity Viii L P • Pharmaceutical preparations • Delaware
EXHIBIT 7 FORM OF VOTING AGREEMENTVoting Agreement • October 3rd, 2001 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
Exhibit A --------- JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ---------------------------- The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all...Joint Filing Agreement • February 1st, 2006 • Warburg Pincus Private Equity Viii L P • Surgical & medical instruments & apparatus
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
W-16 THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED...Warburg Pincus Private Equity Viii L P • April 19th, 2004 • Services-prepackaged software • New York
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ----------------------------Joint Filing Agreement • November 9th, 2009 • Warburg Pincus Private Equity Viii L P • Semiconductors & related devices
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Background ----------Conformed Copy • December 6th, 2002 • Warburg Pincus Private Equity Viii L P • Pharmaceutical preparations
PURCHASERS: ----------Securities Purchase Agreement • August 9th, 2002 • Warburg Pincus Private Equity Viii L P • Communications equipment, nec • New York
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ----------------------------Joint Filing Agreement • August 27th, 2007 • Warburg Pincus Private Equity Viii L P • Miscellaneous chemical products
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Execution Version ----------------- STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (the "Agreement") is made as of March 19, 2004 by and between SCANSOFT, INC., a corporation organized and existing under the laws of the State of Delaware (the...Stockholders Agreement • April 19th, 2004 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
Joint Filing AgreementJoint Filing Agreement • May 21st, 2004 • Warburg Pincus Private Equity Viii L P • Services-help supply services
The undersigned hereby agree that the statement on Schedule 13D filed by the undersigned with respect to the Common Stock of Medical Staffing Network Holdings, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
W-28 THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED...Warburg Pincus Private Equity Viii L P • September 19th, 2005 • Services-prepackaged software • New York
JOINT FILING AGREEMENTJoint Filing Agreement • March 8th, 2005 • Warburg Pincus Private Equity Viii L P • Pharmaceutical preparations
The undersigned hereby agree that the statement on Schedule 13D filed by the undersigned with respect to the Common Stock and Exchangeable Preferred Stock of the Allos Therapeutics, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ----------------------------Joint Filing Agreement • May 8th, 2009 • Warburg Pincus Private Equity Viii L P • Services-educational services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
EXHIBIT 99.2 THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE...Warburg Pincus Private Equity Viii L P • April 8th, 2008 • Services-prepackaged software • New York
THIS WARRANT AND THE WARRANT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF...Warburg Pincus Private Equity Viii L P • January 30th, 2009 • Services-prepackaged software • New York
This Warrant is one in a series of warrants issued on January 29, 2009 (the “Issuance Date”) with substantially similar terms and conditions that (x) as of the Issuance Date and subject to the provisions of this Warrant and such other warrants (as applicable), allow for the purchase of up to an aggregate of 3,862,422 shares of Common Stock and (y) as of the Issuance Date, are represented by warrant certificate numbers W-33 and 34. Such warrants and any warrants issued upon assignment or replacement thereof are referred to herein as the “Warrants,” and the holders thereof and their permitted assigns are referred to herein as the “Holders.”
ARTICLE 1. DEFINITIONSStandstill Agreement • October 25th, 2002 • Warburg Pincus Private Equity Viii L P • Services-prepackaged software • Delaware
RECITALSRights Agreement • September 4th, 2001 • Warburg Pincus Private Equity Viii L P • Pharmaceutical preparations • Delaware
RECITALSStockholder Agreement • December 6th, 2002 • Warburg Pincus Private Equity Viii L P • Pharmaceutical preparations • Delaware
