EXHIBIT 10.16
JOINDER AGREEMENT
This Joinder Agreement (the "JOINDER") is entered into as of June 13,
2000 by and between Paul Capital Partners VI Holdings (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") and attached hereto as Exhibit A;
WHEREAS, pursuant to a Stock Purchase Agreement dated June 13, 2000 by
and between the New Non-Preferred Holder and the Company, the New Non-Preferred
Holder 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 Holder become a party 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, 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 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 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.
INFORMAX, INC.
By: /s/ James E. Bernstein
-------------------------------------
Name: James E. Bernstein
Title:
PAUL CAPITAL PARTNERS VI HOLDINGS
By: PAUL CAPITAL PARTNERS VI, L.P.
Its Managing Partner
By: PAUL CAPITAL MANAGEMENT, LLC
Its General Partner
By: /s/ Bryon T. Sheets
-------------------------------------
Bryon T. Sheets, Manager
50 California Street
Suite 3000
San Francisco, CA 94111
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EXHIBIT A
Non-Preferred Holders Rights Agreement of March 29, 2000.
