JOINDER AGREEMENT
This Joinder Agreement (the "JOINDER") is entered into as of September
8, 2000 by and between GENE FUND, LP (the "NEW NON-PREFERRED HOLDER") 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 Stock Purchase Agreements dated September 8, 2000
by and between the New Non-Preferred Holder and James Bernstein, Jack Talmadge,
Vadim Babenko, Timothy Sullivan, Joseph Lehnen, Sergei Egorov, and James Dickey,
the New Non-Preferred Holder acquired shares of non-voting common stock of the
Company (the "STOCK PURCHASE AGREEMENTS"); and
WHEREAS, a condition to the obligations of the parties under the Stock
Purchase Agreement is that the New Non-Preferred Holder becomes a party to the
Non-Preferred Agreement concurrently with the execution and delivery of the
Stock Purchase Agreements.
NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the New Non-Preferred Holder and the Company hereby agree as
follows:
1. The New Non-Preferred Holder is hereby made a party to the
Non-Preferred Agreement as a "Non-Preferred Holder" in accordance with Section
4.11 thereunder, and the New Non-Preferred Holder hereby agrees 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. The New Non-Preferred Holder represents and warrants 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 Holder.
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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/ Alex Titomirov
-----------------------------
Name: Alex Titomirov
Title: CEO/Chairman
NEW NONPREFERRED HOLDER
GENE FUND, LP
By: /s/ William F. Snider
-----------------------------
Name:
Title:
