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Parent Support Agreement

 

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Title:

Parent Support Agreement

Entities:

Lynx Therapeutics, Inc.

Date:

2004

Size:

Preview shows 5KB of 29KB total

Price:

$45

ID:

#1198877

 

 

► M&A ► Support ► Parent Support Agreements
► Biotech & Drugs ► Medicinal Chemicals & Botanical Products

 

 

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                            PARENT SUPPORT AGREEMENT


This Parent Support Agreement (the "AGREEMENT") is made and entered into
as of September 28, 2004, between Solexa Limited, a company registered in
England and Wales (the "COMPANY") and the undersigned stockholder ("HOLDER") of
Lynx Therapeutics, Inc., a Delaware corporation ("PARENT").

RECITALS

Pursuant to an Acquisition Agreement dated as of September 28, 2004 (the
"ACQUISITION AGREEMENT") by and between Parent and the Company, it is proposed
that Parent shall make the Offer and the Option Offer within the meanings set
forth in the Acquisition Agreement. Concurrently with the execution and delivery
of the Acquisition Agreement and as a condition and inducement to the Company
entering into the Acquisition Agreement, the Company has required that Holder
enter into this Agreement. The Holder is the record and beneficial owner (as
such term is defined in Rule 13d-3 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended) of (1) such number of shares of
Parent Common Stock (the "SHARES") and (2) such number of options to purchase
Parent Common Stock (the "OPTIONS"), each as is indicated beneath Holder's
signature on the last page of this Agreement. Terms used herein and not defined
herein shall have the meaning set forth in the Acquisition Agreement.

AGREEMENT

The parties agree as follows:

1. AGREEMENT TO RETAIN SHARES.

(a) TRANSFER AND ENCUMBRANCE. Except as contemplated by the
Acquisition Agreement, and except as provided in Sections 1(b) or 2 below,
during the period beginning on the date hereof and ending on the earlier to
occur of (i) one hundred eighty (180) days following the First Closing Date, and
(ii) the Expiration Date (as defined below), Holder agrees not to, directly or
indirectly (x) transfer (except as may be specifically required by court order),
sell, exchange, tender, pledge, assign, contribute to the capital of any entity,
hypothecate or otherwise dispose of (including by merger, consolidation or
otherwise by operation of law) or encumber the Shares or any New Shares (as
defined below), enter into any short sale with respect to the Shares or any New
Shares, enter into or acquire an offsetting derivative contract with respect to
such Shares or any New Shares, enter into or acquire a futures or forward
contract to deliver such Shares or any New Shares or enter into any other
hedging or other derivative transaction that has the effect of materially
changing the economic benefits and risks of ownership of the Shares or any New
Shares, or to, directly or indirectly, make any offer or agreement relating
thereto, (y) grant any proxies or powers of attorney, deposit any of such Shares
or New Shares into a voting trust or enter into a voting agreement with respect
to any of such Shares or New Shares, or enter into any agreement or arrangement
providing for any of the actions described in this clause (y), or (z) take any
action that could reasonably be expected to have the effect of preventing or
disabling Holder from performing Holder's obligations under this Agreement, and
Holder has not agreed to carry out any of the foregoing matters in relation to
the Shares or any



New Shares. As used herein, the term "EXPIRATION DATE" shall mean the date of
termination of the Acquisition Agreement in accordance with the terms and
provisions thereof.

(b) PERMITTED TRANSFERS. Section 1(a) shall not prohibit a transfer
of Shares or New Shares by Holder (i) if Holder is an individual (A) to any
member of Holder's immediate family, or to a trust for the benefit of Holder or
any member of Holder's immediate family, or (B) upon the death of Holder, or
(ii) if Holder is a partnership or limited liability company, to one or more
partners or members of Holder or to an affiliated Person under common control
with Holder; provided, however, that any such transfer pursuant to either clause
(i) or (ii) of this Section 1(b) shall be permitted only if, as a precondition
to such transfer, the transferee agrees in writing to be bound by all of the
terms of this Agreement.

(c) NEW SHARES. Holder agrees that any shares of capital stock or
other securities of Parent that Holder purchases or with respect to which Holder
otherwise acquires record or beneficial ownership after the date of this
Agreement and prior to the earlier to occur of (i) one hundred eighty (180) days
following the First Closing Date and (ii) the Expiration Date ("NEW SHARES")

 

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