JOINDER AGREEMENT
This Joinder Agreement (the "JOINDER") is entered into as of
June 23, 2000 by and among GENE FUND, LP, KENSON VENTURE, LLC AND VITALBIO
HOLDINGS, INC. (the "NEW NON-PREFERRED HOLDERS") and INFORMAX, INC., a Delaware
corporation (the "COMPANY").
WHEREAS, the non-preferred holders of the Company who are
listed on the signature pages of the Non-Preferred Holder Rights Agreement
(collectively, the "NON-PREFERRED HOLDERS") and the Company, are parties to that
certain Non-Preferred Holder Rights Agreement dated March 29, 2000 (the
"NON-PREFERRED AGREEMENT");
WHEREAS, pursuant to a Stock Purchase Agreement dated June 23,
2000 by and between the New Non-Preferred Holder and the Company, the New
Non-Preferred Holders acquired shares of non-voting common stock of the Company
(the "STOCK PURCHASE Agreement"); and
WHEREAS, a condition to the obligations of the parties under
the Stock Purchase Agreement is that the New Non-Preferred Holders become
parties to the Non-Preferred Agreement concurrently with the execution and
delivery of the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each of the New Non-Preferred Holders and the Company hereby agree
as follows:
1. Each of the New Non-Preferred Holders is hereby made a
party to the Non-Preferred Agreement as a "Non-Preferred Holder" in accordance
with Section 4.11 thereunder, and each of the New Non-Preferred Holders hereby
agrees severally but not jointly to be bound by all the terms and conditions of
the Non-Preferred Agreement as a "Non-Preferred Holder" thereunder. The terms
and conditions of the Non-Preferred Agreement shall apply to the shares of
common stock acquired pursuant to the Stock Purchase Agreement.
2. Each of the New Non-Preferred Holders represents and
warrants individually to the Company and the other Non-Preferred Holders that
the New Non-Preferred Holder: (a) has reviewed the Joinder and the Non-Preferred
Agreement (as attached hereto) in their entireties, and fully understands all
provisions of the Joinder and the Non-Preferred Agreement, and (b) in accordance
with the terms of the Non-Preferred Agreement the New Non-Preferred Holder has
become a Non-Preferred Holder under the Non-Preferred Agreement and is bound by
all the terms and conditions of the Non-Preferred Agreement with the same effect
as though the New Non-Preferred Holder was a subscribing party to the
Non-Preferred Agreement.
3. All references in the Non-Preferred Agreement to
"Non-Preferred Holder" or "Non-Preferred Holders" shall be deemed to include the
New Non-Preferred Holders.
4. All of the terms and conditions of the Non-Preferred
Agreement are unmodified and shall continue in full force and effect and shall
be binding upon the parties hereto and their respective assigns in accordance
with the terms thereof.
5. This Joinder may be executed (including by facsimile) in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Joinder as of the date first above written.
COMPANY
INFORMAX, INC.
By: /s/ XXXX XXXXXXXXX
-------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Chairman/CEO
NEW NONPREFERRED HOLDERS
GENE FUND, LP
By: /s/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
KENSON VENTURE, LLC
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Chairman
VITALBIO HOLDINGS, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: V.P.
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