COMPLETE GENOMICS INC

FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2012

COMPLETE GENOMICS, INC.
(Exact name of registrant as specified in its charter)


2071 Stierlin Court
Mountain View, California 94043
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (650) 943-2800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:











Delaware 001-34939 20-3226545
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
Agreement and Plan of Merger
On September 15, 2012, Complete Genomics, Inc., a Delaware corporation (the Company ), BGI-Shenzhen, a company organized under
the laws of the Peoples Republic of China ( Parent ), and Beta Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Parent (the Purchaser ), entered into a definitive Agreement and Plan of Merger (the Merger Agreement ), pursuant to which
Parent, through the Purchaser, will commence an offer (the Offer ) to acquire all of the outstanding shares of the Companys common stock,
par value $0.001 per share (the Shares ), for $3.15 per share (the Offer Price ) net to the seller in cash, without interest.
Completion of the Offer is subject to several conditions, including (i) that a majority of the Shares outstanding (determined on a fully
diluted basis) be validly tendered and not validly withdrawn prior to the expiration of the Offer; (ii) the expiration or termination of any
applicable waiting period relating to the Offer, the Merger (as defined below) or the other transactions contemplated by the Merger Agreement
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act ); (iii) the approval of each of the Ministry of
Commerce of the Peoples Republic of China (the PRC ), the National Development and Reform Commission of the PRC and the State
Administration of Foreign Exchange of the PRC; (iv) the Committee on Foreign Investment in the United States ( CFIUS ) shall have notified
Parent and the Company in writing that it has determined not to investigate the transactions contemplated by the Merger Agreement (including
the Offer and the Merger) pursuant to the powers vested in it by the Exon-Florio Amendment to the Defense Production Act of 1950 or, in the
event that CFIUS has undertaken such an investigation, CFIUS has terminated such investigation or the President of the United States has
determined not to take any action to suspend or prohibit the transactions contemplated by the Merger Agreement; (v) the absence of a material
adverse effect on the Company; and (vi) certain other customary conditions.
The Merger Agreement also provides that following consummation of the Offer and satisfaction of certain conditions, the Purchaser will
merge with and into the Company (the Merger ), with the Company surviving as a wholly owned subsidiary of Parent. Upon completion of
the Merger, each Share outstanding immediately prior to the effective time of the Merger (excluding those Shares that are held by (i) Parent, the
Purchaser, the Company or their respective subsidiaries or (ii) stockholders of the Company who properly exercised their appraisal rights under
the Delaware General Corporation Law) will be converted into the right to receive the Offer Price.
If the Purchaser holds 90% or more of the outstanding Shares following the completion of the Offer, the parties will effect the Merger as a
short-form merger without the need for approval by the Companys stockholders. Otherwise, the Company may hold a special stockholders
meeting to obtain stockholder approval of the Merger. Subject to the terms of the Merger Agreement, applicable law and the number of
authorized and unissued Shares available under the Companys certificate of incorporation, the Company has granted the Purchaser an
irrevocable option (the Top-Up Option ), exercisable after completion of the Offer, to purchase additional Shares from the Company as
necessary so that Parent and the Purchaser own one Share more than 90% of the total Shares outstanding immediately after the issuance of the
Top-Up Shares on a fully diluted basis. The Purchaser will pay the Offer Price for each Share acquired through exercise of the Top-Up Option,
with the Purchaser paying the Company the aggregate par value of the Top-Up Option Shares in cash and the balance of the aggregate price by
delivery of a promissory note.
Parent and the Company have made customary representations, warranties and covenants in the Merger Agreement, including covenants
(i) to promptly as practicable effect all registrations, filings and submissions required pursuant to the HSR Act and any other required
governmental approvals, the Securities Exchange Act of 1934, as amended, and other applicable laws with respect to the Offer and the Merger;
and (ii) to use reasonable best efforts to take all appropriate action to consummate and effectuate the transactions contemplated by the Merger
Agreement. The Company has agreed to conduct its business in all material respects in the ordinary course consistent with past practice,
including not taking certain specified actions, prior to consummation of the Merger.
The Company has agreed not to solicit, initiate, seek, or knowingly encourage or facilitate any alternative proposals for the acquisition of
the Company, or take any action to solicit, initiate, seek or knowingly encourage or facilitate any inquiry, expression of
interest, proposal or offer that constitutes or could reasonably be expected to lead to any alternative proposal for the acquisition of the Company.
However, subject to the satisfaction of certain conditions, the Company and its board of directors, as applicable, would be permitted to take
certain actions which may, as more fully described in the Merger Agreement, include changing the board of directors recommendation
following receipt of an unsolicited proposal, if the board of directors of the Company has concluded in good faith after consultation with its
outside legal counsel that failure to do so would reasonably be expected to breach the fiduciary duties owed by the board of directors to the
stockholders under Delaware law. In addition, the board of directors would be permitted to change its recommendation, for reasons not related to
the receipt of an unsolicited proposal, in response to an unforeseen event that occurred after signing the Merger Agreement if the board of
directors has concluded in good faith after consultation with the Companys outside legal counsel and its independent financial advisor that in
light of the unforeseen event the failure to make such change in recommendation would reasonably be expected to breach the fiduciary duties
owed by the board of directors to the stockholders under Delaware law.
The Merger Agreement can be terminated by Parent or the Company under certain circumstances, and the Company will be required to pay
Parent a termination fee of $4.0 million plus 4% of any amounts drawn under the Note (as defined below) in connection with certain
terminations.
The Merger Agreement has been unanimously adopted by the board of directors of the Company.
The foregoing description of the Offer, the Merger and the Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1. The Merger Agreement has been incorporated herein by
reference to provide information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual
disclosures about the Company, Parent or the Purchaser in any public reports filed with the U.S. Securities and Exchange Commission by the
Company or Parent. In particular, the assertions embodied in the representations, warranties and covenants contained in the Merger Agreement
were made only for the purposes of the Merger Agreement, were solely for the benefit of the parties to the Merger Agreement, and may be
subject to limitations agreed upon by the contracting parties, including being qualified by information in confidential disclosure schedules
provided by the Company to Parent in connection with the signing of the Merger Agreement. These disclosure schedules contain information
that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, the
representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Parent and
Purchaser, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute
the actual state of facts about the Company, Parent or Purchaser. The representations and warranties set forth in the Merger Agreement may also
be subject to a contractual standard of materiality different from that generally applicable to investors under federal securities laws. Therefore,
the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and
not to provide investors with any other factual information regarding the parties or their respective businesses.
On September 17, 2012, the Company issued a joint press release with Parent relating to the Merger Agreement. A copy of the press
release is attached hereto as Exhibit 99.1.
Tender and Support Agreement
On September 15, 2012, in connection with the Offer, Clifford A. Reid, C. Thomas Caskey, Lewis J. Shuster, Charles P. Waite, Jr., Robert
T. Wall, A. W. Homan, Ajay Bansal, Keith Raffel, Radoje T. Drmanac, OVP Venture Partners (and affiliated entities) and Essex Woodlands
Health Ventures (and affiliated entities) (together, the Supporting Stockholders ), each solely in their capacity as stockholders of the
Company, entered into a Tender and Support Agreement with Parent and Purchaser (the Tender and Support Agreement ). Under the terms of
the Tender and Support Agreement, the Supporting Stockholders have agreed to tender all Shares now held or hereafter acquired by them in the
Offer. The Supporting Stockholders have also agreed to vote such shares in support of the Merger in the event stockholder approval is required
to consummate the Merger. The Supporting Stockholders collectively hold 6,094,109 Shares, or approximately 17.5% of the currently
outstanding Shares.
The foregoing provisions of the Tender and Support Agreement terminate in the event that the Merger Agreement is terminated in
accordance with its terms, subject to a 180 day continuation of obligation for the Supporting Stockholders in certain circumstances, if there is
any reduction of the Offer Price or if there is any change in the form of consideration payable in the Offer or the Merger.
The foregoing description of the Tender and Support Agreement does not purport to be complete and is qualified in its entirety by
reference to the Tender and Support Agreement, which is attached hereto as Exhibit 10.1.
Bridge Loan
On September 15, 2012, in connection with entry into the Merger Agreement described above, the Company, Parent and BGI-
HONGKONG Co., Limited, a limited company incorporated in Hong Kong and wholly owned subsidiary of Parent (the Lender ), entered into
a Convertible Subordinated Promissory Note (the Note ).
Pursuant to the terms of the Note, the Company may draw up to an aggregate principal amount of $30 million, with the first draw in the
amount of $6 million to be funded by the Lender on or about October 1, 2012. Thereafter the Company may draw up to an additional $6 million
once per calendar month beginning in November 2012 subject to certain conditions, including the Merger Agreement being in full force and the
absence of certain events of default. All amounts drawn under the Note shall bear interest at six percent (6%) per annum and the Note will
mature on the earlier of September 30, 2014, the occurrence of a change in control (customarily defined) or an event of default occurring. The
Note is unsecured and Lender has entered into subordination agreements (the Subordination Agreements ) with Oxford Finance LLC (
Oxford ) and ATEL Ventures, Inc. ( ATEL and together with Oxford, the Senior Lenders ) whereby Lender has agreed to subordinate its
indebtedness under the Note to the indebtedness owed by the Company to the Senior Lenders. The loan proceeds from the Note are to be used to
fund the Companys working capital and capital expenditure requirements in the ordinary course of the Companys business.
All amounts outstanding under the Note may be convertible at any time after the termination of the Merger Agreement into common stock
of the Company at the Offer Price. If a change of control (customarily defined) occurs, Lender may elect to have such conversion occur upon
such change of control. Upon a conversion of all amounts outstanding under the Note, the Company is required to prepare, within 30 days from
such conversion, a registration statement on Form S-3 with respect to all of the converted shares, and use commercially reasonable efforts to
cause such registration statement to be declared effective. In addition to the foregoing registration right, subject to certain exceptions, if the
Company registers any shares of its common stock, Lender will have the right to include any converted shares in such registration.
The Note also contains covenants that restrict the Companys ability to, among other things, incur or assume certain debt, merge or
consolidate, materially change the nature of its business, make certain investments, acquire or dispose of assets, make guaranties or grant liens
on its assets, make certain loans, advances or investments, declare dividends or make distributions or enter into transactions with affiliates. The
company may incur indebtedness that is subordinated to the indebtedness under the Note.
The events of default under the Note include payment defaults, material breaches of covenants, bankruptcy events and the occurrence of an
event of default that continues under that certain Loan and Security Agreement between the Company and Oxford, dated as of March 25, 2011,
as amended (the Oxford Loan Agreement ). In the case of a continuing event of default, Lender may, declare due all unpaid principal amounts
outstanding and exercise other customary remedies, subject in each case to the Subordination Agreements.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, which is
attached hereto as Exhibit 10.2.
Amendment to Oxford Loan Agreement
On September 15, 2012, in connection with the entry into the Note described above, Oxford and the Company entered into an amendment
of the Oxford Loan Agreement (the Amendment ), whereby the Company agreed to, after the Lender funds under the
Note, maintain minimum cash and cash equivalents in an amount equal to at least 90% of the outstanding indebtedness owed to the Senior
Lenders ( Minimum Liquidity Covenant ). Failure to comply with the Minimum Liquidity Covenant is an event of default under the Oxford
Loan Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the
Amendment, which is attached hereto as Exhibit 10.3.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The information set forth in Item 1.01 is incorporated herein by reference to the extent required.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Important Additional Information
This filing and the attached exhibits are neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. The tender
offer for the shares of the Company has not commenced. Stockholders of the Company are urged to read the relevant tender offer documents
when they become available because they will contain important information that stockholders should consider before making any decision
regarding the tender of their shares. At the time the offer is commenced, Parent and Purchaser will file tender offer materials with the U.S.
Securities and Exchange Commission (the SEC ) and the Company will file a Solicitation/Recommendation Statement with respect to the
offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with
respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement will be made available for free at the SECs web site at www.sec.gov . Free copies of
Offer to Purchase and related Letter of Transmittal will also be available from Parent.
Forward-Looking Statements
Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements that are subject
to a number of risks and uncertainties that could cause actual results to differ materially from any future results,
Exhibit No. Description
2.1

Agreement and Plan of Merger, dated as of September 15, 2012, by and among BGI-Shenzhen, Beta Acquisition Corporation
and Complete Genomics, Inc.
10.1

Tender and Support Agreement, dated September 15, 2012, by and among BGI-Shenzhen, Beta Acquisition Corporation,
Clifford A. Reid, C. Thomas Caskey, Lewis J. Shuster, Charles P. Waite, Jr., Robert T. Wall, A. W. Homan, Ajay Bansal,
Keith Raffel, Radoje T. Drmanac, OVP Venture Partners (and affiliated entities) and Essex Woodlands Health Ventures (and
affiliated entities).
10.2

Convertible Subordinated Promissory Note, dated September 15, 2012, by and among BGI-Shenzhen, BGI-HONGKONG
Co., Limited and Complete Genomics, Inc.
10.3

Amendment to Loan and Security Agreement, dated September 15, 2012, by and between Oxford Finance LLC and Complete
Genomics, Inc.
99.1 Press Release issued by Complete Genomics, Inc. and BGI-Shenzhen, dated as of September 17, 2012.
performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by,
followed by or that include the words future, anticipate, potential, believe, may, could, would, might, possible, will,
should, expect or other terms of similar meaning, are forward-looking statements. Investors and security holders are cautioned not to place
undue reliance on these forward-looking statements. Risks and uncertainties that could cause results to differ from expectations include:
uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Company stockholders will tender their shares in the
offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or
waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects
of disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors, other business partners
or governmental entities; other business effects, including effects of industry, economic or political conditions outside of the Companys control;
transaction costs; as well as risks discussed from time to time in the Companys public disclosure filings with the SEC, including its most recent
Annual Report on Form 10-K, most recent Quarterly Report on Form 10-Q and in its subsequently filed SEC reports, as well as the tender offer
documents to be filed by Parent and the Solicitation/Recommendation Statement to be filed by the Company in connection with the tender offer.
The information contained in this report is as of September 17, 2012. The Company disclaims any intent or obligation to update any forward-
looking statements as a result of new information, future developments or otherwise, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Date: September 17, 2012 COMPLETE GENOMICS, INC.
By: /s/ Ajay Bansal

Ajay Bansal
Chief Financial Officer
Exhibit Index

Exhibit No. Description
2.1

Agreement and Plan of Merger, dated as of September 15, 2012, by and among BGI-Shenzhen, Beta Acquisition Corporation
and Complete Genomics, Inc.
10.1

Tender and Support Agreement, dated September 15, 2012, by and among BGI-Shenzhen, Beta Acquisition Corporation,
Clifford A. Reid, C. Thomas Caskey, Lewis J. Shuster, Charles P. Waite, Jr., Robert T. Wall, A. W. Homan, Ajay Bansal,
Keith Raffel, Radoje T. Drmanac, OVP Venture Partners (and affiliated entities) and Essex Woodlands Health Ventures (and
affiliated entities).
10.2

Convertible Subordinated Promissory Note, dated September 15, 2012, by and among BGI-Shenzhen, BGI-HONGKONG
Co., Limited and Complete Genomics, Inc.
10.3

Amendment to Loan and Security Agreement, dated September 15, 2012, by and between Oxford Finance LLC and Complete
Genomics, Inc.
99.1 Press Release issued by Complete Genomics, Inc. and BGI-Shenzhen, dated as of September 17, 2012.
Exhibit 2.1
EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER
among
BGI-Shenzhen ,
Beta Acquisition Corporation
and
Complete Genomics, Inc.
Dated as of September 15, 2012
EXECUTION VERSION
TABLE OF CONTENTS

Page
ARTICLE 1 THE OFFER AND THE MERGER 2
1.1 The Offer. 2
1.2 Company Actions. 4
1.3 Directors. 4
1.4 The Merger. 6
1.5 Closing and Effective Time of the Merger. 6
1.6 Meeting of Stockholders to Approve the Merger. 7
1.7 Merger Without Meeting of Stockholders. 8
1.8 Top-Up Option. 8
ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER 9
2.1 Conversion of Securities. 9
2.2 Payment for Securities; Surrender of Certificates. 9
2.3 Dissenting Shares. 11
2.4 Treatment of Company Options and Company RSUs; Stock Plans. 11
2.5 Treatment of Company Warrants. 12
2.6 Treatment of Employee Stock Purchase Plan. 12
2.7 Withholding Rights. 12
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 13
3.1 Organization and Qualification; Subsidiaries. 13
3.2 Capitalization. 13
3.3 Authority. 15
3.4 No Conflict. 15
3.5 Required Filings and Consents. 16
3.6 Permits; Compliance With Law. 16
3.7 SEC Filings; Financial Statements. 17
3.8 Internal Controls. 17
3.9 State Takeover Laws. 18
3.10 No Undisclosed Liabilities. 18
3.11 Absence of Certain Changes or Events. 18
3.12 Employee Benefit Plans. 18
3.13 Labor and Other Employment Matters. 20
3.14 Contracts. 21
3.15 Litigation. 22
3.16 Environmental Matters. 22
3.17 Intellectual Property. 23
3.18 Tax Matters. 25
3.19 Insurance. 26
3.20 Properties and Assets. 26
3.21 Real Property. 26
3.22 Opinion of Financial Advisor. 27
3.23 Required Vote. 27
3.24 Brokers. 27
3.25 Related Party Transactions. 27
3.26 Information in the Offer Documents and the Schedule 14D-9. 27
3.27 Information in the Proxy Statement. 28
3.28 Research, Development and Marketing Agreements. 28

ii
3.29 Regulatory Compliance. 28
3.30 No Other Representations or Warranties. 29
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER 29
4.1 Organization and Qualification. 29
4.2 Authority. 29
4.3 No Conflict. 30
4.4 Required Filings and Consents. 30
4.5 Litigation. 30
4.6 Ownership of Company Capital Stock. 31
4.7 Sufficient Funds. 31
4.8 Ownership of the Purchaser; No Prior Activities. 31
4.9 Management Arrangements. 31
4.10 Brokers. 31
4.11 Information in the Proxy Statement. 32
4.12 Information in the Offer Documents and the Schedule 14D-9. 32
4.13 No Other Representations or Warranties. 32
ARTICLE 5 COVENANTS 32
5.1 Conduct of Business by the Company Pending the Closing. 32
5.2 Access to Information; Confidentiality. 35
5.3 No Solicitation of Transactions. 35
5.4 Appropriate Action; Consents; Filings. 39
5.5 Certain Notices. 40
5.6 Public Announcements. 40
5.7 Employee Benefit Matters. 40
5.8 Indemnification of Directors and Officers. 42
5.9 State Takeover Laws. 42
5.10 Parent Agreement Concerning the Purchaser. 43
5.11 Section 16 Matters. 43
5.12 Rule 14d10(d) Matters. 43
5.13 Litigation. 43
5.14 Financing. 43
ARTICLE 6 CONDITIONS TO CONSUMMATION OF THE MERGER 44
6.1 Conditions to Obligations of Each Party Under This Agreement. 44
ARTICLE 7 TERMINATION, AMENDMENT AND WAIVER 44
7.1 Termination. 44
7.2 Effect of Termination. 45
7.3 Amendment. 46
7.4 Waiver. 47
ARTICLE 8 GENERAL PROVISIONS 47
8.1 Non-Survival of Representations and Warranties. 47
8.2 Fees and Expenses. 47
8.3 Notices. 47
8.4 Certain Definitions. 48
8.5 Terms Defined Elsewhere. 54
8.6 Headings. 56
8.7 Severability. 56


iii
8.8 Entire Agreement. 56
8.9 Assignment. 56
8.10 Parties in Interest. 56
8.11 Mutual Drafting; Interpretation. 57
8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. 57
8.13 Counterparts. 58
8.14 Specific Performance. 58
8.15 Non-Recourse. 58
Exhibit A Form of Certificate of Incorporation of the Surviving Corporation
Exhibit B Form of Bylaws of the Surviving Corporation
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2012 (this Agreement ), by and among BGI-Shenzhen, a
company organized under the laws of the Peoples Republic of China ( Parent ), Beta Acquisition Corporation, a Delaware corporation and a
wholly-owned Subsidiary of Parent (the Purchaser ), and Complete Genomics, Inc., a Delaware corporation (the Company ). All
capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this
Agreement.
RECITALS
WHEREAS, the respective Boards of Directors of Parent, the Purchaser and the Company have approved this Agreement and the
acquisition of the Company by Parent upon the terms and subject to the conditions set forth in this Agreement;
WHEREAS, pursuant to this Agreement, the Purchaser has agreed to commence a tender offer (the Offer ) to purchase all of the
outstanding common stock, par value $0.001 per share, of the Company (the Company Common Stock ) (which shares of the Company
Common Stock are hereinafter referred to as the Shares ), at a price per Share of $3.15 (such amount or any different amount per Share that
may be paid pursuant to the Offer, the Offer Price ), payable net to the seller in cash, without interest;
WHEREAS, following the acceptance for payment of Shares pursuant to the Offer, upon the terms and subject to the conditions set forth in
this Agreement, the Purchaser will be merged with and into the Company, with the Company continuing as the Surviving Corporation (the
Merger ), in accordance with the General Corporation Law of the State of Delaware (the DGCL ), whereby each issued and outstanding
Share (other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares) will be converted into the right to
receive the Offer Price, payable net to the holder in cash, without interest;
WHEREAS, the Board of Directors of the Company (the Company Board ) has, upon the terms and subject to the conditions set forth
herein, (i) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best
interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby,
including the Offer and the Merger and (iii) recommended that the Companys stockholders accept the Offer, tender their Shares to the Purchaser
in the Offer and, to the extent applicable, adopt this Agreement and thereby approve the transactions contemplated hereby, including the Merger
(the Company Board Recommendation );
WHEREAS, the Boards of Directors of Parent and the Purchaser have, upon the terms and subject to the conditions set forth herein,
(i) determined that the transactions contemplated by this Agreement, including the Offer and the Merger, are fair to and in the best interests of
Parent and the Purchaser and their respective stockholders and (ii) approved and declared advisable this Agreement and the transactions
contemplated hereby, including the Offer and the Merger;
WHEREAS, as a condition to and inducement to Parents and the Purchasers willingness to enter into this Agreement, simultaneously
with the execution of this Agreement, certain stockholders of the Company are entering into a stockholder support agreement with Parent and the
Purchaser (the Support Agreement );
WHEREAS, as a condition to and inducement to the Companys willingness to enter into this Agreement, simultaneously with the
execution of this Agreement, BGI-Hongkong Co., Limited, one of Parents subsidiaries ( Lender ), and the Company are entering into that
certain Convertible Subordinated Promissory Note (the Note ) whereby Lender will lend to the Company up to an aggregate principal amount
of $30,000,000 pursuant to the terms and conditions set forth in the Note; and
WHEREAS, Parent, the Purchaser and the Company desire to make certain representations, warranties, covenants and agreements in
connection with the Offer and the Merger and also to prescribe various conditions to the Offer and the Merger.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as
follows:
ARTICLE 1
THE OFFER AND THE MERGER
1.1 The Offer.
(a) As promptly as practicable (and in any event within seven Business Days after the date hereof; provided that if the Company fails
to satisfy its obligations under Section 1.2(b) in a timely manner to allow for the Purchaser to reasonably meet such seven Business Day
deadline, then Purchaser shall have a reasonable additional period of time in which to commence the Offer as promptly as practicable after
receiving the information from the Company under Section 1.2(b)), the Purchaser shall (and Parent shall cause Purchaser to) commence,
within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the Exchange Act ), the Offer to purchase all the outstanding Shares at the Offer Price. The consummation of the Offer, and
the obligations of the Purchaser to accept for payment and pay for the Shares tendered pursuant to the Offer shall be subject to: (i) there
being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the
number of Shares (if any) then owned of record by Parent or the Purchaser or with respect to which Parent or the Purchaser otherwise has,
directly or indirectly, sole voting power (other than pursuant to the Support Agreement), represents at least a majority of the Shares then
outstanding on a fully diluted basis (and in any event no less than a majority of the voting power of the shares of capital stock of the
Company then outstanding on a fully diluted basis and entitled to vote upon the adoption of this Agreement) (collectively, the Minimum
Condition ); and (ii) the satisfaction, or waiver by Parent or the Purchaser, of the other conditions set forth in Annex I.
(b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or the Purchaser, of the other
conditions set forth in Annex I, the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment and pay for all Shares
validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable after the Purchaser is legally permitted to do
so under applicable Law. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the
Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance
with Section 2.7 .
(c) The Offer shall be made by means of an offer to purchase (the Offer to Purchase ) that describes the terms and conditions of
the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions set forth in Annex I . Parent and
the Purchaser expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer;
provided , however , that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, the
Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer except in the situation where
Parent or Purchaser adds new additional consideration to the Offer, (iii) reduce the maximum number of Shares to be purchased in the
Offer, (iv) amend or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner
adverse to the holders of Shares, or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement.

2
(d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the
date that is 20 Business Days following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such
date and time, the Initial Expiration Date ) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the
date and time on which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial
Expiration Date has been extended in accordance with this Agreement, the Expiration Date ).
(e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and the
other conditions and requirements set forth in Annex I) have not been satisfied, or waived by Parent or the Purchaser, the Purchaser shall
(and Parent shall cause the Purchaser to) extend the Offer on one or more occasions for successive periods of up to 20 Business Days each,
the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions until
the satisfaction, or, where permitted by applicable Law and this Agreement, waiver by Parent or the Purchaser of such conditions;
provided , however , that the Purchaser shall not be required to extend the Offer if any condition to the Offer has not been satisfied on or
prior to the date that is ninety days (the Outside Date ), beyond the Outside Date; provided , however , that if as of the Outside Date
either the HSR Condition or the CFIUS Condition shall not have been satisfied or any of the Other Required Governmental Approvals
shall not have been obtained or any waiting period (or extension thereof) shall not have lapsed, then the Outside Date shall be extended for
ninety days (the extended period being the Outside Date ). Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise
restrict in any manner the right of Parent or the Purchaser to terminate this Agreement pursuant to Article 7 hereof. In addition, the
Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or
positions of the U.S. Securities and Exchange Commission (the SEC ) or its staff.
(f) Notwithstanding the foregoing, only if necessary to obtain sufficient Shares (after taking into account and including Shares
issuable upon the exercise of the Top-Up Option) to reach the Short Form Threshold, the Purchaser shall (and Parent shall cause the
Purchaser to) provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the
Exchange Act of up to 10 Business Days, the length of the initial subsequent offering period and each extension thereof to be determined
by the Purchaser in its sole discretion. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent
shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during
such subsequent offering period. The Offer Documents will provide for the possibility of a subsequent offering period in a manner
consistent with the terms of this Section 1.1(f) .
(g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the
Company, except if this Agreement is terminated pursuant to Article 7 . If this Agreement is terminated pursuant to Article 7 , the
Purchaser shall (and Parent shall cause the Purchaser to) promptly (and in any event within 24 hours of such termination), irrevocably and
unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the
purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to
return, in accordance with applicable Law, all tendered Shares to the registered holders thereof.
(h) As soon as practicable on the date of the commencement of the Offer, Parent and the Purchaser shall file with the SEC, in
accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all
amendments, supplements and exhibits thereto, the Schedule TO ). The Schedule TO shall include, as exhibits, the Offer to Purchase, a
form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments and supplements thereto,
the Offer Documents ). Parent and the Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares, as and to
the extent required by the Exchange Act. Parent and the Purchaser, on the one hand, and the Company, on the other hand, agree to
promptly correct any information

3
provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or
as otherwise required by applicable Law, and Parent and the Purchaser agree to cause the Offer Documents, as so corrected, to be filed
with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. The Company and its
counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC,
and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the
Company and its counsel. In addition, Parent and the Purchaser shall provide the Company and its counsel with copies of any written
comments, and shall inform them of any oral comments, that Parent, the Purchaser or their counsel may receive from time to time from the
SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral
responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent
and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its
counsel.
1.2 Company Actions.
(a) On the date of the filing of the Schedule TO, the Company shall, in a manner that complies with Rule 14d-9 under the Exchange
Act, file with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with
all amendments, supplements and exhibits thereto, the Schedule 14D-9 ) that shall, subject to the provisions of Section 5.3(e) , contain
the Company Board Recommendation. The Company shall also include in the Schedule 14D-9 in its entirety, the Fairness Opinion,
together with a summary thereof in accordance with Item 1015(b) of Regulation M-A under the Exchange Act (regardless of whether such
item is applicable). The Company hereby consents to the inclusion in the Offer Documents of a description of the Company Board
Recommendation. The Company further agrees to cause the Schedule 14D-9 to be disseminated to holders of Shares, as and to the extent
required by the Exchange Act. The Company, on the one hand, and Parent and the Purchaser, on the other hand, agree to promptly correct
any information provided by it for use in the Schedule 14D-9, if and to the extent that it shall have become false or misleading in any
material respect or as otherwise required by applicable Law, and the Company agrees to cause the Schedule 14D-9, as so corrected, to be
filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act. Parent, the
Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with
the SEC, and the Company shall give due consideration to the reasonable additions, deletions or changes thereto suggested by Parent, the
Purchaser and their legal counsel. In addition, the Company shall provide Parent, the Purchaser and their counsel with copies of any
written comments, and shall inform them of any oral comments, that the Company or its counsel may receive from time to time from the
SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments, and any written or oral responses thereto.
Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any such written responses and the Company
shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and their counsel.
(b) The Company shall as promptly as possible after the date hereof furnish or cause to be furnished to the Purchaser mailing labels,
security position listings, non-objecting beneficial owner lists and any other listings or computer files containing the names and addresses
of the record or beneficial holders of the Shares as of the most recent practicable date, and shall as promptly as possible after the date
hereof furnish the Purchaser with such information (including, but not limited to, updated lists of holders of the Shares and their addresses,
mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as the Purchaser or its agents
may reasonably request in communicating with the record and beneficial holders of Shares.
1.3 Directors.
(a) After the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer (the Acceptance
Time ), and at all times thereafter, Parent shall be entitled to elect or designate

4
such number of directors, rounded up to the next whole number, on the Company Board as is equal to the product of the total number of
directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this sentence) multiplied by the
percentage that the aggregate number of Shares beneficially owned by Parent, the Purchaser or any of their respective Subsidiaries bears to
the total number of Shares then outstanding. After the Acceptance Time, the Company shall, upon Parents request, take all actions as are
necessary or desirable to enable Parents designees to be so elected or designated to the Company Board, including but not limited to
promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board
(including by amending the Company Bylaws if necessary to increase the size of the Company Board) or promptly securing the
resignations of such number of its incumbent directors, and shall cause Parents designees to be so elected or designated at such time. After
the Acceptance Time, the Company shall also, upon Parents request, cause the directors elected or designated by Parent to the Company
Board to serve on and constitute the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each
committee of the Company Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or
similar body) of each such board, in each case to the extent permitted by applicable Law and the Marketplace Rules of The NASDAQ
Global Market (the Nasdaq ). After the Acceptance Time, the Company shall also, upon Parents request, take all action necessary to
elect to be treated as a controlled company as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and
disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the
Purchaser or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable Law with
respect to the election of directors or otherwise.
(b) The Companys obligations to appoint Parents designees to the Company Board shall be subject to Section 14(f) of the Exchange
Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-
1 in order to fulfill its obligations under this Section 1.3(b) , including mailing to stockholders (together with the Schedule 14D-9) any
information required by Section 14(f) and Rule 14f-1 to enable Parents designees to be elected or designated to the Company Board at the
time or times contemplated by this Section 1.3 . Parent shall supply or cause to be supplied to the Company any information with respect to
Parent, the Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by
Section 14(f) and Rule 14f-1.
(c) After Parents designees are elected or designated to, and constitute a majority of, the Company Board pursuant to Section 1.3(a) ,
and prior to the Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the
Company Board on the date hereof, each of whom shall be an independent director as defined by Rule 4200(a)(15) of the Nasdaq
Marketplace Rules and eligible to serve on the Companys audit committee under the Exchange Act and Nasdaq rules and, at least one of
whom shall be an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto (the
Continuing Directors ); provided , however , that if any Continuing Director is unable to serve due to death, disability or resignation, the
Company shall take all necessary action (including creating a committee of the Company Board) so that the remaining Continuing Director
or Continuing Directors shall be entitled to elect or designate another Person that satisfies the foregoing independence requirements to fill
such vacancy, and such Person shall be deemed to be a Continuing Director for purposes of this Agreement. After Parents designees are
elected or designated to, and constitute a majority of, the Company Board pursuant to Section 1.3(a) , and prior to the Effective Time, in
addition to any approvals of the Company Board or the stockholders of the Company as may be required by the Company Certificate, the
Company Bylaws or applicable Law, the affirmative vote of a majority of the Continuing Directors shall be required (i) for the Company to
terminate this Agreement or amend this Agreement, (ii) for the Company to exercise or waive any of the Companys rights, benefits or
remedies under this Agreement, (iii) except as otherwise contemplated by this Agreement, to amend the Company Certificate or the
Company Bylaws or (iv) to take any other action of the Company Board under or in connection with this Agreement, in each case, if such
termination, amendment, exercise, waiver or other

5
action would reasonably be expected to adversely affect in any material respect the holders of Shares (other than Parent or the Purchaser);
provided , however , that if there shall be no Continuing Directors as a result of such Persons deaths, disabilities or resignations, then such
actions may be effected by majority vote of the entire Company Board.
1.4 The Merger.
(a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective
Time, the Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of the
Purchaser shall cease, and the Company shall continue as the surviving corporation of the Merger (the Surviving Corporation ). The
Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the
Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and the Purchaser shall vest in
the Surviving Corporation, and all of the debts, liabilities and duties of the Company and the Purchaser shall become the debts, liabilities
and duties of the Surviving Corporation.
(b) At the Effective Time, the certificate of incorporation of the Surviving Corporation shall, by virtue of the Merger, be amended so
as to read in its entirety in the form set forth as Exhibit A hereto, until thereafter changed or amended as provided therein or by applicable
Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of
the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, until thereafter changed or
amended as provided therein or by applicable Law.
(c) The directors of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial
directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving
Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or
removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company
immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation,
each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective
successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the
certificate of incorporation and bylaws of the Surviving Corporation.
(d) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that
any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to
vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights,
properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in
connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be
authorized to execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such deeds, bills of sale,
instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or
otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in,
to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
1.5 Closing and Effective Time of the Merger.
The closing of the Merger (the Closing ) will take place at 10:00 a.m., Pacific time, on a date to be specified by the parties (the
Closing Date ), such date to be no later than the second Business Day after satisfaction or waiver of all of the conditions set forth in Article 6
(other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at
the Closing), at the offices of Latham & Watkins, LLP, 140 Scott Drive, Menlo Park, California , unless another time, date or place is

6
agreed to in writing by the parties hereto. On the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent,
the Purchaser and the Company shall cause an appropriate certificate of merger or other appropriate documents (the Certificate of Merger ) to
be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall
make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have
been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by the parties and specified in
the Certificate of Merger, such date and time hereinafter referred to as the Effective Time .
1.6 Meeting of Stockholders to Approve the Merger.
(a) If required by applicable Law in order to consummate the Merger, the Company shall prepare a proxy statement or information
statement for the Special Meeting (together with any amendments and supplements thereto and any other required proxy materials, the
Proxy Statement ) relating to the Merger and this Agreement, with the intention that the Proxy Statement be in a form ready, if necessary,
to file with the SEC, print and mail to the stockholders of the Company promptly following the Acceptance Time. Parent, the Purchaser
and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company
shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent, the Purchaser and their counsel.
The Company shall include the Company Board Recommendation, the Fairness Opinion, together with a summary thereof in accordance
with Item 1015(b) of Regulation M-A (regardless of whether such item is applicable) and all other information required to be included
under the Exchange Act, in the Proxy Statement. The Company, on the one hand, and Parent and the Purchaser, on the other hand, agree to
promptly correct any information provided by it for use in the Proxy Statement, if and to the extent that it shall have become false or
misleading in any material respect or as otherwise required by applicable Law, and the Company agrees to cause the Proxy Statement, as
so corrected, to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement, mailed to holders
of Shares, in each case as and to the extent required by the Exchange Act. The Company shall provide Parent, the Purchaser and their
counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its counsel may receive
from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Companys receipt of such comments,
and any written or oral responses thereto. Parent, the Purchaser and their counsel shall be given a reasonable opportunity to review any
such written responses, and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto
by Parent, the Purchaser and their counsel.
(b) If approval of the stockholders of the Company is required under applicable Law to consummate the Merger, the Company,
acting through the Company Board, shall, in accordance with and subject to the requirements of applicable Law: (i) as promptly as
practicable after the Acceptance Time, in consultation with Parent, duly set a record date for, call and give notice of a special meeting of its
stockholders (the Special Meeting ) for the purpose of considering and taking action upon this Agreement (with the record date to be set
in consultation with Parent for a date after the Acceptance Time); (ii) promptly after the Acceptance Time, file the Proxy Statement with
the SEC, cause the Proxy Statement to be printed and mailed to the stockholders of the Company and convene and hold the Special
Meeting; and (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement
and approval of the transactions contemplated hereby, including the Merger, and secure any approval of stockholders of the Company that
is required by applicable Law to effect the Merger.
(c) At the Special Meeting or any postponement or adjournment thereof, Parent shall vote, or cause to be voted, all of the Shares then
owned of record by Parent or the Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole
voting power in favor of the adoption of this Agreement and approval of the transactions contemplated hereby, including the Merger, and
to deliver or provide, in its capacity as a stockholder of the Company, any other approvals that are required by applicable Law to effect the
Merger.

7
1.7 Merger Without Meeting of Stockholders.
Notwithstanding the terms of Section 1.6 , if after the Acceptance Time and, if applicable, the expiration of any subsequent offering
period provided by the Purchaser in accordance with this Agreement and the exercise of the Top-Up Option, Parent and the Purchaser shall then
hold of record, in the aggregate, at least 90% of the outstanding shares of each class of capital stock of the Company entitled to vote on the
adoption of this Agreement under applicable Law (the Short Form Threshold ), the parties hereto agree to take all necessary and appropriate
action to cause the Merger to become effective as promptly as practicable without a meeting of stockholders of the Company in accordance with
Section 253 of the DGCL.
1.8 Top-Up Option.
(a) The Company hereby irrevocably grants to the Purchaser an option (the Top-Up Option ), exercisable only upon the terms and
subject to the conditions set forth herein, to purchase from the Company at a price per share equal to the Offer Price an aggregate number
of newly issued shares of Company Common Stock (the Top-Up Option Shares ) equal to the lowest number of shares of Company
Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and the Purchaser at the time of
such exercise, shall constitute one share more than 90% of the Shares then outstanding (after giving effect to the issuance of the Top-Up
Option Shares); provided , however , that the Top-Up Option shall not be exercisable unless, (i) the Minimum Condition shall have been
satisfied and (ii) immediately after such exercise and the issuance of shares of Company Common Stock pursuant thereto, the Purchaser
reasonably believes that the Short Form Threshold would be reached (assuming the issuance of the Top-Up Option Shares); provided ,
further , that in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Companys then total authorized
and unissued Shares. Upon Parents request, the Company shall use commercially reasonable efforts to cause its transfer agent to certify in
writing to Parent the number of Shares issued and outstanding as of immediately prior to the exercise of the Top-Up Option and after
giving effect to the issuance of the Top-Up Option Shares. The Purchaser shall pay the Company the aggregate par value of the Top-Up
Option Shares in cash and the balance of the aggregate price required to be paid for the Top-Up Option Shares by delivery of a promissory
note (the Promissory Note ). The Promissory Note shall be full recourse against Parent and Purchaser, be due one year from the date the
Top-Up Option Shares are issued and bear interest at a per annum rate equal to the prime lending rate prevailing from time to time during
such period as published in The Wall Street Journal and may be prepaid at any time without premium or penalty. Parent, the Purchaser and
the Company acknowledge and agree that, in any appraisal proceeding related to this Agreement, the fair value of the Shares subject to the
appraisal proceeding shall be determined in accordance with the DGCL without regard to the exercise by Parent or the Purchaser of the
Top-Up Option, any Shares issued upon exercise of the Top-Up Option or the Promissory Note.
(b) The Purchaser may exercise the Top-Up Option on one or more occasions, in whole or in part, after the Acceptance Time and
prior to the earlier to occur of (i) the Effective Time and (ii) the valid termination of this Agreement. The parties acknowledge and agree
that for all purposes of this Agreement and Annex I, any listing rule or requirement of any national securities exchange shall not be deemed
to prohibit or make illegal the exercise of the Top-Up Option or the issuance of the Top-Up Shares.
(c) Each time that the Purchaser wishes to exercise the Top-Up Option, the Purchaser shall send to the Company a written notice (a
Top-Up Exercise Notice ) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares that the
Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (the
Top-Up Closing ). The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to the Purchaser
confirming the number of Top-Up Option Shares and the aggregate purchase price therefor (the Top-Up Notice Receipt ). At the Top-
Up Closing, the Purchaser shall deliver to the Company the consideration required to be delivered in exchange for the Top-Up Option
Shares in an aggregate amount equal to the purchase price specified in the Top-Up Notice Receipt, and the Company shall cause to be

8
issued and delivered to the Purchaser a certificate or certificates representing the Top-Up Option Shares. Such certificates may include any
legends that are required by applicable Law. Parent and the Purchaser acknowledge that the Top-Up Option Shares which Parent or the
Purchaser may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act, and shall be issued in reliance
upon an exemption for transactions not involving a public offering. Parent and the Purchaser agree that the Top-Up Option, and the Top-
Up Option Shares to be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by the Purchaser for the
purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the
Securities Act).
ARTICLE 2
CONVERSION OF SECURITIES IN THE MERGER
2.1 Conversion of Securities .
At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Purchaser, the Company or the holders of
any of the following securities:
(a) Conversion of Company Common Stock . Each Share issued and outstanding immediately prior to the Effective Time, other than
Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares, shall be converted into the right to receive the
Offer Price (the Merger Consideration ), payable to the holder in cash, without interest, upon surrender of the certificate formerly
representing such Shares in accordance with Section 2.2 .
(b) Cancellation of Treasury Stock and Parent-Owned Stock . All Shares that are held in the treasury of the Company or owned of
record by any Company Subsidiary, and all Shares owned of record by Parent, the Purchaser or any of their respective wholly-owned
Subsidiaries shall be cancelled and shall cease to exist, with no payment being made with respect thereto.
(c) Purchaser Common Stock . Each share of common stock, par value $0.001 per share, of the Purchaser (the Purchaser Common
Stock ) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued,
fully paid and nonassessable share of common stock of the Surviving Corporation.
2.2 Payment for Securities; Surrender of Certificates .
(a) Paying Agent . At or prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as the paying
agent for purposes of effecting the payment of the Merger Consideration in connection with the Merger (the Paying Agent ). At or
promptly after the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate
Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to this Agreement, together with the
aggregate Option Payments, RSU Payments and Warrant Payments; provided, that any Options Payments or RSU Payments may be paid
through the Companys payroll system and such amounts shall be transferred by the Paying Agent to the Company. Such funds shall be
invested by the Paying Agent as directed by Parent, in its sole discretion, pending payment thereof by the Paying Agent to the holders of
the Shares. Earnings from such investments shall be the sole and exclusive property of Parent, and no part of such earnings shall accrue to
the benefit of holders of Shares.
(b) Procedures for Surrender . As promptly as practicable after the Effective Time, Parent or the Surviving Corporation shall cause
the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the Certificates ) or non-
certificated Shares represented by book-entry ( Book-Entry Shares ), in each case, which Shares were converted into the right to receive
the Merger Consideration at the Effective Time pursuant to this Agreement: (i) a letter of transmittal, which shall specify that delivery shall
be effected, and risk of loss and title to the Certificates shall pass, only upon

9
delivery of the Certificates to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent, the
Surviving Corporation or the Paying Agent may reasonably specify, and (ii) instructions for effecting the surrender of the Certificates or
Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates and Book-Entry Shares for
cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent or the Surviving Corporation, and upon
delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates or Book-Entry Shares, the holder of
such Certificates or Book-Entry Shares shall be entitled to receive the Merger Consideration for each Share formerly represented by such
Certificates and for each Book-Entry Share. Any Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If
payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is
registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise
in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason
of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have
established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. Any other
transfer Taxes incurred in connection with the transactions contemplated by this Agreement shall be paid by Parent. Payment of the Merger
Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered.
Until surrendered as contemplated hereby, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to
represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, without interest thereon.
(c) Transfer Books; No Further Ownership Rights in Shares . At the Effective Time, the stock transfer books of the Company shall be
closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the
Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have
any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time,
Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this
Agreement.
(d) Termination of Fund; Abandoned Property; No Liability . At any time following the first anniversary of the Effective Time, the
Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect
thereto) made available to the Paying Agent and not disbursed to holders of Certificates or Book-Entry Shares, and thereafter such holders
shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general
creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares and
compliance with the procedures in Section 2.2(b) , without interest and subject to any withholding of Taxes required by applicable Law in
accordance with Section 2.7 . If, prior to six years after the Effective Time (or otherwise immediately prior to such time on which any
payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant to any applicable abandoned
property, escheat or similar Laws), any holder of Certificates or Book-Entry Shares has not complied with the procedures in Section 2.2(b)
to receive payment of the Merger Consideration to which such holder would otherwise be entitled, the payment in respect of such
Certificates or Book-Entry Shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free
and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving
Corporation nor the Paying Agent shall be liable to any holder of a Certificate or Book-Entry Shares for Merger Consideration delivered to
a public official pursuant to any applicable abandoned property, escheat or similar Law.
(e) Lost, Stolen or Destroyed Certificates . In the event that any Certificates shall have been lost, stolen or destroyed, the Paying
Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder
thereof, the Merger Consideration payable in respect thereof pursuant to Section 2.1(a) hereof; provided , however , that Parent or
Surviving Corporation may, in their sole

10
discretion and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed
Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the
Purchaser, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.
2.3 Dissenting Shares.
Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a
holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects
with, Section 262 of the DGCL (such Shares, the Dissenting Shares ) shall not be converted into the right to receive the Merger Consideration,
and shall instead represent the right to receive payment of the fair value of such Dissenting Shares in accordance with and to the extent provided
by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262
of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such
Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive
the Merger Consideration, without interest. The Company shall give Parent prompt notice of any demands received by the Company for
appraisal of Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the
Company relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the right to participate in all negotiations and
proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent,
make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of
any such demands, or agree to do any of the foregoing. The parties hereby agree and acknowledge that in any appraisal proceeding with respect
to the Dissenting Shares and to the fullest extent permitted by applicable Law, the Surviving Company shall not assert that the exercise of the
Top-Up Option, any issuance of the Top-Up Option Shares or any delivery by the Purchaser of the Promissory Note to the Company in payment
for the Top-Up Option Shares should be considered in connection with a determination of the fair value of the Dissenting Shares in accordance
with Section 262(h) of the DGCL.
2.4 Treatment of Company Options and Company RSUs; Stock Plans.
(a) Treatment of Company Options . Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall
adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time,
each unexpired and unexercised option to purchase Shares (the Company Options ), under any stock option plan of the Company,
including the 2006 Equity Incentive Plan or the 2010 Equity Incentive Award Plan, or any other plan, agreement or arrangement (the
Company Stock Option Plans ), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former
holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option
and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an
amount equal to the product of (i) the total number of Shares previously subject to such Company Option and (ii) the excess, if any, of the
Merger Consideration over the exercise price per Share previously subject to such Company Option (such amounts payable hereunder
being referred to as the Option Payments ). From and after the Effective Time, any such cancelled Company Option shall no longer be
exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment. For purposes of clarity,
no payment shall be made with respect to any Company Option so cancelled with a per-share exercise price that equals or exceeds the
amount of the Merger Consideration.
(b) Treatment of Company RSUs . Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall
adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time,
each outstanding restricted stock unit awarded pursuant to any Company Stock Option Plan (the Company RSUs ), whether or not then
vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company RSU shall

11
be entitled to receive, in consideration of the cancellation of such Company RSU and in settlement therefor, a payment in cash (subject to
any applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of Shares
previously subject to such Company RSU and (ii) the Merger Consideration (such amounts payable hereunder being referred to as the
RSU Payments ). The holders of all canceled Company RSUs shall, as of the Effective Time, cease to have any further right or
entitlement to acquire Shares or any shares of the capital stock of Parent or Purchaser under their canceled Company RSUs. To the extent
any such canceled Company RSU is subject to a deferred payment schedule pursuant to the applicable distribution provisions of
Section 409A of the Code so that the RSU Payments cannot be paid to the holder within such period without the holders incurrence of a
penalty tax and interest penalties under Section 409A of the Code, then any RSU Payments otherwise payable to the holder of such
canceled Company RSU shall be distributed in accordance with Section 409A of the Code and the applicable Treasury Regulations
thereunder.
(c) Termination of Company Stock Option Plans . After the Effective Time, all Company Stock Option Plans shall be terminated and
no further Company Options or other rights with respect to Shares shall be granted thereunder.
2.5 Treatment of Company Warrants.
At the Effective Time, each warrant to purchase Shares (the Company Warrants ) that is issued, unexpired and unexercised immediately
prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger shall be cancelled and, in exchange therefor,
each former holder of any such cancelled Company Warrant shall be entitled to receive, in consideration of the cancellation of such Company
Warrant and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law) of an
amount equal to the product of (i) the total number of Shares previously subject to such Company Warrant and (ii) the excess, if any, of the
Merger Consideration over the exercise price per Share previously subject to such Company Warrant (such amounts payable hereunder being
referred to as the Warrant Payments ). From and after the Effective Time, any such cancelled Company Warrant shall no longer be exercisable
by the former holder thereof, but shall only entitle such holder to the payment of the Warrant Payment, and the Company will use commercially
reasonable efforts to obtain all necessary consents to ensure that former holders of Company Warrant will have no rights other than the right to
receive the Warrant Payment.
2.6 Treatment of Employee Stock Purchase Plan .
The current offerings in progress as of the date hereof under the Companys 2010 Employee Stock Purchase Plan (the ESPP ) shall
continue in effect and the Company shall not permit participants to increase their rate of contributions for such offering, and the shares of
Company Common Stock shall be issued to participants thereunder on the next currently scheduled purchase dates thereunder occurring after the
date hereof as provided under, and subject to the terms and conditions of, the ESPP. The Company shall not establish any new offerings under
the ESPP following the date hereof. In accordance with the terms of the ESPP, any offering in progress as of the Effective Time shall be
shortened, and the Exercise Date (as defined in the ESPP) shall be the business day immediately preceding the Effective Time. Each then
outstanding option under the ESPP shall be exercised automatically on such Exercise Date. Notwithstanding any restrictions on transfer of stock
in the ESPP, the treatment in the Merger of any stock under this provision shall be in accordance with Section 2.1(a) . The Company shall
terminate the ESPP as of or prior to the Effective Time.
2.7 Withholding Rights .
Parent, the Surviving Corporation, the Purchaser and the Paying Agent shall be entitled to deduct and withhold from the consideration
otherwise payable to any holder of Company Common Stock, Company Options, Company RSUs or Company Warrants, as applicable, such
amounts as Parent, the Surviving Corporation, the Purchaser or the Paying Agent are required to deduct and withhold with respect to the making
of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to
the appropriate Governmental Entity by Parent, the Surviving Corporation, the

12
Purchaser or the Paying Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been
paid to the holder of the shares of Company Common Stock, Company Options, Company RSUs or Company Warrants, as applicable, in respect
of which such deduction and withholding was made by Parent, the Surviving Corporation, the Purchaser or the Paying Agent.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in (i) the Company SEC Documents filed with the SEC and publicly available prior to the date hereof to the extent
reasonably apparent from the face of such information therein that it qualifies any representation and warranty in Article 3 (but excluding any
forward-looking disclosures contained in Forward Looking Statements and Risk Factors sections of the Company SEC Documents and any
other disclosures included therein to the extent they are primarily predictive, cautionary or forward looking in nature) (and provided that the
representations and warranties set forth in Sections 3.2 and 3.3 shall not be qualified by any information in any Company SEC Documents),
(ii) the disclosure schedule delivered by the Company to Parent and the Purchaser prior to the execution of this Agreement (the Company
Disclosure Schedule ), which identifies items of disclosure by reference to a particular Section or Subsection of this Agreement or (iii) any
other part of the Company Disclosure Schedule where it is reasonably apparent from the face of such disclosure or the context in which such
disclosure is made that such disclosure shall be deemed to be disclosed with respect to any other Section or Subsection of this Agreement, the
Company hereby represents and warrants to Parent and the Purchaser as follows:
3.1 Organization and Qualification; Subsidiaries.
(a) The Company and each of its Subsidiaries (each a Company Subsidiary ) is a corporation or other legal entity duly organized,
validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate
or organizational, as the case may be, power and authority to own, lease and operate its properties and assets and to carry on its business as
it is now being conducted. The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the
ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure
to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material
Adverse Effect.
(b) The Company has made available to Parent and the Purchaser true and complete copies of the currently effective amended and
restated certificate of incorporation of the Company (the Company Certificate ) and amended and restated bylaws of the Company (the
Company Bylaws ), and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each
Company Subsidiary. The Company is not in violation of the Company Certificate or Company Bylaws, and, the Company Subsidiaries
are not in violation of their respective organizational or governing documents.
(c) Section 3.1(c) of the Company Disclosure Schedule sets forth a true and complete list of the Company Subsidiaries, together with
the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary.
3.2 Capitalization.
(a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common Stock, of which, as of the
close of business on September 12, 2012, there were 34,385,800 shares issued and outstanding (of which no shares of Company Common
Stock are held in treasury) and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share (the Company Preferred Stock ), of
which no shares are issued and outstanding. All of the outstanding shares of Company Common Stock have been duly authorized and
validly issued and are fully paid, nonassessable and free of preemptive rights. The Company does not have in effect, and is not otherwise
subject to, any stockholder rights agreement or poison pill stockholder rights plan.

13
(b) As of the close of business on September 12, 2012, the Company has no shares of Company Common Stock or Company
Preferred Stock reserved for or otherwise subject to issuance, except for (i) 1,533,823 shares of Company Common Stock reserved for
issuance pursuant to the outstanding Company Warrants, (ii) 4,453,482 shares of Company Common Stock reserved for issuance pursuant
to the exercise of outstanding Company Options under the Company Stock Option Plans, (iii) 1,112,335 shares of Company Common
Stock reserved for issuance pursuant to outstanding Company RSUs, and (iv) 1,400,308 shares of Company Common Stock reserved for
issuance pursuant to the ESPP.
(c) Except for Company Options to purchase not more than 4,453,482 shares of Company Common Stock, Company Warrants
exercisable for not more than 1,533,823 shares of Company Common Stock, 1,112,335 shares of Company Common Stock issuable
pursuant to outstanding Company RSUs, and rights outstanding under the ESPP, there are no options, warrants or other rights, agreements,
arrangements or commitments of any character obligating the Company or any Company Subsidiary to issue, acquire or sell any Equity
Interests of the Company or any Company Subsidiary. There is no indebtedness of the Company or any Company Subsidiary that has the
right to vote or consent on matters that holders of capital stock of the Company are entitled to vote or consent on.
(d) There are no outstanding contractual obligations of the Company or any Company Subsidiary (i) affecting the voting rights of,
(ii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iii) requiring the
registration for sale of or (iv) granting any preemptive or antidilutive rights with respect to, any shares of Company Common Stock or
other Equity Interests in the Company or any Company Subsidiary.
(e) Section 3.2(e) of the Company Disclosure Schedule sets forth, for each Company Subsidiary, as applicable: (i) the number of its
outstanding shares of capital stock or other Equity Interests and type(s) of such outstanding shares of capital stock or other Equity Interests
and (ii) the record owner(s) thereof. The Company or another Company Subsidiary owns, directly or indirectly, all of the issued and
outstanding shares of capital stock or other Equity Interests of each of the Company Subsidiaries, free and clear of any Liens (other than
Permitted Liens), and all of such shares of capital stock or other Equity Interests have been duly authorized and validly issued and are fully
paid, nonassessable and free of preemptive rights. Except for Equity Interests in the Company Subsidiaries, neither the Company nor any
Company Subsidiary owns directly or indirectly any Equity Interest in any Person, or has any obligation or has made any commitment to
acquire any such Equity Interest or to make any investment (in the form of a loan, capital contribution or otherwise) in, any Company
Subsidiary or any other Person.
(f) Section 3.2(f) of the Company Disclosure Schedule sets forth an accurate and complete list of all issued and outstanding Company
Options, as of the close of business on September 12, 2012, including (i) the name of each holder of Company Options, (ii) the date on
which the grant of each Company Option was by its terms to be effective (the Grant Date ) and the expiration date of such Company
Options, (iii) the number of outstanding, unvested Company Options held by each such holder, (iv) the total number of shares of Company
Common Stock subject to each such Company Option, (v) the exercise price of each Company Option, (vi) the vesting schedule (including
any vesting acceleration provisions) and vested status of each such Company Option and (vii) whether such Company Option is intended
to qualify as an incentive stock option within the meaning of Section 422 of the Code. All Company Options are evidenced by stock
option agreements, in each case substantially in the forms made available to Parent, and no stock option agreement contains terms that are
materially inconsistent with or in addition to such forms. Each Company Option may, by its terms, be treated as set forth in Section 2.5 .
Except for the Company Options set forth in Section 3.2(f) of the Company Disclosure Schedule, shares of Company Common Stock
issuable pursuant to outstanding Company RSUs, and rights outstanding under the ESPP, there are no options, warrants or other rights,
agreements, arrangements or commitments of any character (i) relating, convertible into or exchangeable for capital stock of any other
Equity Interests of the Company or any Company Subsidiary or (ii) obligating the Company or any Company Subsidiary to issue, acquire
or sell any Equity Interests of the Company or any Company Subsidiary. Except for Company Options, Company RSUs, and rights
outstanding under the ESPP, since the close of business on December 31, 2011, the

14
Company has not issued any shares of its capital stock or other Equity Interests or securities convertible into or exchangeable for capital
stock or other Equity Interest of the Company.
(g) Each grant of a Company Option was duly authorized no later than the Grant Date of such Company Option by all necessary
corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and
any required stockholder approval by the necessary number of votes, and the award agreement governing such grant was duly executed and
delivered by each party thereto. Each such grant was made in accordance with the terms of the applicable Company Stock Option Plan, the
Exchange Act and all other applicable Laws, including the rules of Nasdaq and the rules of the SEC. The per share exercise price of each
Company Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date (as determined in
accordance with the terms of the applicable Company Stock Option Plan and Section 409A of the Code), and each such grant was properly
accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed, as
applicable, in the Company SEC Documents in accordance with the Exchange Act and all other applicable Laws.
3.3 Authority .
The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby, including the Offer and the Merger, subject to obtaining the Company
Stockholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby, including the Offer and the Merger, have been duly authorized by all necessary corporate action, and no other
corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby other than the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of
the State of Delaware. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization,
execution and delivery by Parent and the Purchaser, constitutes the valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar
Laws, now or hereafter in effect, affecting creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
3.4 No Conflict .
None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or
any other transaction contemplated by this Agreement, or the Companys compliance with any of the provisions of this Agreement will (with or
without notice or lapse of time, or both): (a) subject to obtaining the Company Stockholder Approval, conflict with or violate any provision of
the Company Certificate or Company Bylaws or any equivalent organizational or governing documents of any Company Subsidiary;
(b) assuming that all consents, approvals, authorizations and permits described in Section 3.5 have been obtained and all filings and notifications
described in Section 3.5 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law
applicable to the Company or any Company Subsidiary or any of their respective properties or assets; or (c) assuming that all consents,
approvals, authorizations and permits described in Section 3.5 have been obtained and all filings and notifications described in Section 3.5 have
been made and any waiting periods thereunder have terminated or expired, require any other consent or approval under, violate, conflict with,
result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination or give to
others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any of the respective
properties or assets of the Company or any Company Subsidiary pursuant to, any Company

15
Material Contract, except, with respect to clause (b) that would be material to the Company and the Company Subsidiaries taken as a whole, and
with respect to clause (c), for any such conflicts, violations, consents, breaches, losses, changes of control, defaults, other occurrences or Liens
which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect .
3.5 Required Filings and Consents .
None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or
any other transaction contemplated by this Agreement, or the Companys compliance with any of the provisions of this Agreement will require
(with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to,
any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as required by the DGCL, (b) the Company
Stockholder Approval, (c) compliance with any applicable requirements of the HSR Act and other applicable foreign or supranational antitrust
and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (d) compliance with the applicable requirements of the
Exchange Act, (e) compliance with the applicable requirements of the Securities Act, (f) compliance with any applicable foreign or state
securities or Blue Sky Laws, (g) filings with the SEC as may be required by the Company in connection with this Agreement and the
transactions contemplated hereby, (h) such filings as may be required under the rules and regulations of Nasdaq and (i) where the failure to
obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental
Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
3.6 Permits; Compliance With Law .
(a) The Company and each Company Subsidiary holds all material authorizations, permits, certificates, exemptions, approvals,
orders, and registrations of any Governmental Entity necessary for the operation of its businesses (the Company Permits ). The
Company and each Company Subsidiary is in material compliance with the terms of the Company Permits. No suspension, modification,
revocation or cancellation of any of the Company Permits is pending.
(b) Neither the Company nor any Company Subsidiary is in conflict with, default under or violation of, or is being investigated for,
or charged by any Governmental Entity with a material violation of, any Law applicable to the Company or any Company Subsidiary or by
which any property or asset of the Company or any Company Subsidiary is bound. No investigation or review by any Governmental Entity
with respect to the Company or any Company Subsidiary is pending or, to the knowledge of the Company, threatened, except for such
investigations or reviews, the outcomes of which if determined adversely to the Company or any Company Subsidiary would be material to
the Company or such Company Subsidiary.
(c) Neither the Company nor any Company Subsidiary, nor, to the knowledge of the Company, any officer, director, agent,
consultant, employee or other Person acting on behalf of the Company or any Company Subsidiary, has, directly or indirectly, taken any
action which would cause them to be in violation of: (i) the Foreign Corrupt Practices Act of 1977, as amended, or any rules or regulations
thereunder or (iii) any other applicable anti-corruption and/or anti-bribery Laws of any Governmental Authority of any jurisdiction
applicable to the Company (whether by virtue of jurisdiction or organization or conduct of business).
(d) The books, records and accounts of the Company and the Company Subsidiaries have at all times accurately and fairly reflected,
in reasonable detail, the transactions and dispositions of their respective funds and assets. There have never been any false or fictitious
entries made in the books, records or accounts of the Company or any Company Subsidiary relating to any illegal payment or secret or
unrecorded fund, and neither the Company nor any Company Subsidiary has established or maintained a secret or unrecorded fund.
(e) Neither the Company nor any Company Subsidiary has entered into any transaction with any of its Affiliates that has provided to
the Company or any Company Subsidiary revenues, earnings or assets that would not have been available to it in an arms length
transaction with an unaffiliated Person.

16
(f) The business of the Company and the Company Subsidiaries does not involve the export of any of its Intellectual Property or the
Technology related thereto.
3.7 SEC Filings; Financial Statements .
(a) Since November 11, 2010, the Company has timely filed or otherwise furnished (as applicable) all registration statements,
prospectuses, forms, reports, statements and other documents required to be filed or furnished by it under the Securities Act or the
Exchange Act, as the case may be, together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the Sarbanes-
Oxley Act ) (such documents and any other documents filed by the Company or any Company Subsidiary with the SEC, as have been
supplemented, modified or amended since the time of filing, collectively, the Company SEC Documents ). As of their respective
effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the
Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended
prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable
requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and
regulations of the SEC thereunder. None of the Company Subsidiaries is currently required to file any forms, reports or other documents
with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company
and the consolidated Company Subsidiaries included in the Company SEC Documents (collectively, the Company Financial Statements
) (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the
Company and the consolidated Company Subsidiaries in all material respects, (B) have been or will be, as the case may be, prepared in
accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the
case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q,
Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present, in all material respects, the consolidated financial
position and the consolidated results of operations, cash flows and changes in stockholders equity of the Company and the consolidated
Company Subsidiaries as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case
of interim financial statements, for normal and recurring year-end adjustments).
(b) Without limiting the generality of Section 3.7(a) , (i) PricewaterhouseCoopers LLP has not resigned or been dismissed as
independent public accountant of the Company as a result of or in connection with any disagreement with the Company on a matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) no executive officer of the Company
has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Sarbanes-
Oxley Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Sarbanes-Oxley Act
and (iii) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC
relating to disclosures contained in any Company SEC Document.
3.8 Internal Controls .
The Company maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act) that is designed to provide reasonable assurances that (A) transactions are executed in accordance with managements general or
specific authorizations; (B) access to assets is permitted only in accordance with managements general or specific authorization; and (C) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any
differences. The Company (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act) to ensure that material information required to be disclosed

17
by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms and is accumulated and communicated to the Companys management as appropriate to allow
timely decisions regarding required disclosure and (ii) has disclosed to the Companys auditors and the audit committee of the Company Board
(A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that adversely
affect in any material respect the Companys ability to record, process, summarize and report financial information and (B) any fraud, whether or
not material, that involves management or other employees who have a significant role in the Companys internal controls over financial
reporting.
3.9 State Takeover Laws .
The Company Board has taken all required actions such that the restrictions on business combinations contained in any anti-takeover laws
and regulations of any Governmental Entity, including Section 203 of the DGCL, will not apply with respect to or as a result of the execution of
this Agreement or the consummation of the transactions contemplated hereby, including the Offer and the Merger, without any further action on
the part of the stockholders or the Company Board.
3.10 No Undisclosed Liabilities .
Except for those liabilities and obligations (a) as reflected in, reserved against or disclosed in the Company Financial Statements,
(b) incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet of the
Company included in the Company Financial Statements, or (c) incurred under this Agreement or in connection with the transactions
contemplated hereby, including the Offer and the Merger, neither the Company nor any Company Subsidiary has incurred any material liabilities
or obligations of a type required to be reflected on the face of a consolidated balance sheet of the Company prepared in accordance with GAAP.
3.11 Absence of Certain Changes or Events .
(a) From June 30, 2012 through the date of this Agreement, the Company and the Company Subsidiaries (i) have conducted their
respective businesses in all material respects in the ordinary course of business and (ii) have not taken any action that, were such action
taken after the date hereof without Parents consent, would constitute a breach of the covenants contained in Section 5.1 .
(b) From June 30, 2012 through the date of this Agreement, there has not been any Company Material Adverse Effect or any change,
event, development, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have a
Company Material Adverse Effect.
3.12 Employee Benefit Plans .
(a) Section 3.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each material Company Benefit
Plan. With respect to each Company Benefit Plan, the Company has provided to the Purchaser complete and accurate copies of (A) each
such Company Benefit Plan, including any material amendments thereto, and descriptions of all material terms of any such plan that is not
in writing, (B) each trust, insurance, annuity or other funding Contract related thereto, (C) all summary plan descriptions, including any
summary of material modifications, and any other material notice or description provided to employees, (D) the two most recent financial
statements and actuarial or other valuation reports prepared with respect thereto, (E) the most recently received IRS determination letter, if
any, issued by the IRS with respect to any Company Benefit Plan that is intended to qualify under Section 401(a) of the Code, (F) the most
recent annual reports on Form 5500 (and all schedules thereto) required to be filed with the IRS with respect thereto and (G) all other
material filings and material correspondence with any Governmental Entity (including any correspondence regarding actual or, to the
knowledge of the Company, threatened audits or investigations) with respect to each Company Benefit Plan.

18
(b) Each Company Benefit Plan (and any related trust or other funding vehicle) has been maintained and administered in all material
respects in accordance with its terms and is in compliance in all material respects with ERISA, the Code and all other applicable laws.
(c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has timely received or applied for a
favorable determination letter or is entitled to rely on a favorable opinion letter from the IRS, in either case, that has not been revoked and,
to the knowledge of the Company, no event or circumstance exists that has adversely affected or would reasonably be expected to
materially and adversely affect such qualification or exemption. Neither the Company nor any Company Subsidiary, with respect to any
Company Benefit Plan, has engaged in any non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or
Section 4975 of the Code) which could result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a
material tax imposed by Section 4975 of the Code on the Company or any Company Subsidiary.
(d) No Company Benefit Plan is, and neither the Company nor any ERISA Affiliate thereof sponsors, maintains, contributes to, or
has ever sponsored, maintained, contributed to, or has any actual or contingent liability with respect to any (i) single employer plan or other
pension plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) multiple employer plan within the
meaning of Section 413(c) of the Code, (iii) any multiemployer plan within the meaning of Section 3(37) of ERISA) or (iv) multiple
employer welfare arrangement (within the meaning of Section 3(40) of ERISA).
(e) With respect to each disqualified individual (as defined in Section 280G(c) of the Code) who could receive any excess
parachute payment (as defined in Section 280G(b)(1) of the Code), the Company has made available or will make available as soon as
reasonably practicable following the date hereof to Parent and the Purchaser (i) a list of such Persons name and title (ii) Form W-2s for the
five years ending 2012 (or for such shorter period during which a disqualified individual provided service to the Company) and (iii) a list
of Company Benefit Plans providing for parachute payments (as defined in Section 280G(b)(2) of the Code) such Person could receive.
Except as set forth in Section 3.12(e) of the Company Disclosure Schedule, none of the execution, delivery or performance of this
Agreement by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the exercise of the Top-Up Option,
the consummation by the Company of any transaction contemplated by this Agreement, nor the Companys compliance with any of the
provisions of this Agreement (alone or in conjunction with any other event, including any termination of employment on or following the
Effective Time), will result in any parachute payment under Section 280G of the Code.
(f) The Company and each Company Subsidiary does not have any material liability in respect of, or obligation to provide, post-
retirement health, medical, disability or life insurance benefits for retired, former or current employees, consultants or directors of the
Company or Company Subsidiaries (or the spouses, dependent or beneficiaries of any of the foregoing), whether under a Company Benefit
Plan or otherwise, except as required to comply with Section 4980B of the Code or any similar law.
(g) None of the execution, delivery or performance of this Agreement by the Company, the acceptance for payment or acquisition of
Shares pursuant to the Offer, the exercise of the Top-Up Option, the consummation by the Company of the Merger or any other transaction
contemplated by this Agreement, or the Companys compliance with any of the provisions of this Agreement will (either alone or in
conjunction with any other event, including any termination of employment on or following the Effective Time) (i) entitle any employee,
officer or director of the Company or any Company Subsidiary to any compensation or benefit or forgiveness of indebtedness,
(ii) accelerate the time of payment or vesting, increase the amount of payment, or trigger any payment or funding, of any compensation or
benefit or trigger any other material obligation under any Company Benefit Plan, or (iii) trigger any funding (through a grantor trust or
otherwise) of compensation, equity award or other benefits.
(h) No Company Benefit Plan provides for any gross-up, reimbursement or additional payment by reason of any Tax imposed under
Section 409A or Section 4999 of the Code. Each material Company Benefit Plan that constitutes a nonqualified deferred compensation
plan (within the meaning of

19
Section 409A of the Code) is set forth in Section 3.12(h) of the Company Disclosure Schedule and has been maintained and operated in
material good faith documentary and operational compliance with Section 409A of the Code or an available exemption therefrom.
(i) No action, suit or claim (excluding claims for benefits incurred in the ordinary course) or audit has been brought or is pending or,
to the knowledge of the Company, threatened against or with respect to any Company Benefit Plan. Except as set forth in Section 3.12(i) of
the Company Disclosure Schedule, no Company Benefit Plan is maintained outside the jurisdiction of the United States, or covers any
employee residing or working outside the United States
3.13 Labor and Other Employment Matters .
(a) The Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor,
employment, immigration, fair employment practices, terms and conditions of employment, workers compensation, occupational safety,
plant closings, compensation and benefits, employee classification, and wages and hours. The Company has made available to Parent and
the Purchaser a true and complete list of the names and current annual salary rates or current hourly wages, bonus opportunity, hire date,
credited service, accrued vacation or paid-time-off, principal work location and leave status of all present employees of the Company and
each Company Subsidiary and each such employees status as being exempt or nonexempt from the application of state and federal wage
and hour laws applicable to employees who do not occupy a managerial, administrative, or professional position.
(b) The Company is not and has not been a party to any collective bargaining, employee association or works council or similar
Contract, and there are not, to the knowledge of the Company, any union, employee association or works council organizing activities
concerning any employees of the Company or any Company Subsidiary. The Company and each Company Subsidiary has not recognized
any trade union, whether voluntarily or in terms of any statutory procedure as set out in any applicable law. There have been no labor
strikes, slowdowns, work stoppages, picketings, negotiated industrial actions or lockouts pending or, to the knowledge of the Company,
threatened, against the Company or any Company Subsidiary.
(c) In the three years prior to the date of this Agreement, the Company and each Company Subsidiary has not effectuated a plant
closing or mass layoff, as defined in the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101, et. seq. , affecting any
one or more sites of employment or one or more facilities or operating units within any site of employment or facility of the Company.
There are no employment or labor-related lawsuits, administrative charges or written complaints pending that would reasonably be
expected to give rise to any material liability.
(d) On or prior to the date hereof, the Compensation Committee of the Company Board, at a meeting duly called and held, approved
each Company Compensation Arrangement as an employment compensation, severance or other employee benefit arrangement within
the meaning of Rule 14d-10(d)(1) under the Exchange Act, and has taken all other action necessary to satisfy the requirements of the non-
exclusive safe-harbor with respect to such Company Compensation Arrangements in accordance with Rule 14d-10(d)(2) under the
Exchange Act. For purposes of this Agreement, Company Compensation Arrangement means (i) any employment agreement,
severance agreement or change of control agreement between the Company or any Company Subsidiary, on the one hand, and any holder
of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary, on the other hand, entered into during
the eighteen months immediately prior to the date hereof, (ii) any Company Options or Company RSUs awarded to, or any acceleration of
vesting of any Company Options or Company RSUs held by, any holder of Shares who is or was a director, officer or employee of the
Company or any Company Subsidiary during the eighteen months immediately prior to the date hereof, and (iii) any other arrangement
with any holder of Shares who is or was a director, officer or employee of the Company or any Company Subsidiary that may reasonably
be considered conditional on, related to or otherwise an integral part of the Offer or Merger.

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3.14 Contracts .
(a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which the Company or
any Company Subsidiary is a party to or bound by or affects their respective properties or assets or which falls within any of the following
categories: (i) Contracts with any customers or licensees of, or suppliers to, the Company or any Company Subsidiary which involved
payments to or from the Company or any Company Subsidiary in the most recent 12 month period of in excess of $250,000, (ii) Contracts
that obligate the Company or any Company Subsidiary with respect to contingent payments (such as earn-outs or other royalty type
payments) in excess of $250,000 in any one case, (iii) Contracts that (A) grant any exclusive license or supply or distribution agreement or
other exclusive rights, (B) grant any rights of first refusal, rights of first negotiation or similar rights with respect to any product, service or
Intellectual Property Rights of the Company, (C) contain any provision that requires the purchase of all or a given portion of the
Companys or any Company Subsidiaries requirements from a given third party, or any other similar provision, (D) grant most favored
nation rights, (E) grant exclusive rights to purchase any Company Products, or (F) material rebates, (iv) Contracts that involves
performance of services or delivery of goods, materials, supplies or equipment or developmental, consulting or other services
commitments by the Company or any Company Subsidiary, or the payment therefor by the Company or any Company Subsidiary (other
than any Employee Benefit Plans), providing for either (A) recurring annual payments after the date hereof of $100,000 or more or
(B) aggregate payments or potential aggregate payments after the date hereof of $250,000 or more, (v) Contracts pursuant to which the
Company or any Company Subsidiary is a party that creates or grants a material Lien, other than Permitted Liens and other than Contracts
with customers entered into in the ordinary course of business consistent with past practice, (vi) any Contract that limits or restricts in any
material respect the Company or any Company Subsidiary or any of their affiliates or successors from competing or engaging in any line
of business or in any geographic area, (vii) any Contract that by its terms limits the payment of dividends or other distributions to
stockholders by the Company or any Company Subsidiary, (viii) any agreement relating to indebtedness for borrowed money or any
financial guaranty in excess of $250,000 individually, (ix) Contracts evidencing partnership, joint venture or other similar arrangement
material to the Company and the Company Subsidiaries taken as a whole, (x) any lease, sublease or other Contract with respect to the
Leased Real Property, (xi) any leases of personal property under which the Company or any Company Subsidiary is the lessee and is
obligated to make payments more than $250,000 per annum, (xii) Contracts entered into in the last three (3) years in connection with the
settlement or other resolution of any suit, claim or action that has any continuing material obligations, liabilities or restrictions or involved
payment of more than $250,000, (xiii) Contracts under which the Company or any Company Subsidiary has, directly or indirectly, made
any loan, capital contribution to, or other investment in, any Person (other than the Company or any Company Subsidiary and other than
(A) extensions of credit in the ordinary course of business consistent with past practice and (B) investments in marketable securities in the
ordinary course of business, (xiv) Contracts relating to the acquisition or disposition of any capital stock, business or product line of any
other Person entered into at any time during the last three (3) years or in connection with which the Company or any Company Subsidiary
has any obligations which have not been satisfied or performed for consideration in excess of $250,000, (xv) Contracts pursuant to which
the Company or any Company Subsidiary has agreed or is required to provide any third party with access to source code for any
proprietary software of the Company, to provide for source code to be put in escrow or to refrain from granting license or franchise rights
to any other Person, (xvi) Technology or Intellectual Property Right transfer or license agreement, (xvii) Contracts providing for the
development of any Technology or other Intellectual Property Right, independently or jointly, by or for the Company or any Company
Subsidiary, (xviii) any other material contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), or (xix) any
other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction
contemplated by this Agreement. Each Contract of the type described in this Section 3.14(a) is referred to herein as a Company Material
Contract . True and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly
filed with the SEC.

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(b) (i) Each Company Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiaries
and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms, and is in full force and effect
except that (x) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect,
affecting creditors rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) the Company and
each Company Subsidiary has in all material respects performed all obligations required to be performed by it under each Company
Material Contract and, to the knowledge of the Company, each other party to each Company Material Contract has in all material respects
performed all obligations required to be performed by it under such Company Material Contract; and (iii) none of the Company or any
Company Subsidiary has received written notice of any material violation or material default under (nor, to the knowledge of the
Company, does there exist any condition which upon the passage of time or the giving of notice or both would cause such a material
violation of or material default under) any Company Material Contract.
3.15 Litigation .
(a) There is no suit, claim, action, or proceeding pending or, to the knowledge of the Company, threatened against the Company or
any Company Subsidiary, that, individually or in the aggregate, if determined adversely to the Company or any Company Subsidiary
would reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, Section 3.15 of the Company
Disclosure Schedule sets forth a description of each current Action pending or, to the Knowledge of the Company, threatened against or
affecting the Company or any Company Subsidiary (including by virtue of indemnification or otherwise) or their respective assets or
properties, or any executive officer or director of the Company or any Company Subsidiary.
(b) Neither the Company nor any Company Subsidiary is subject to any outstanding order, writ, injunction, judgment, or decree of
any Governmental Entity that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material
Adverse Effect or would prevent or materially delay consummation of the Offer or the Merger or performance by the Company of any of
its material obligations under this Agreement.
3.16 Environmental Matters .
(a) Each of the Company and the Company Subsidiaries are and have been in compliance in all material respects with all
Environmental Laws and all Environmental Permits and each has all Environmental Permits necessary for the conduct and operation of the
Business as now being conducted and has made all appropriate filings for issuance or renewal of such Environmental Permits.
(b) There is not now and since January 1, 2010 has not been any Hazardous Substances generated, treated, stored, transported,
disposed of, released, or otherwise existing on, under, about, or emanating from or to, any property currently owned, leased or operated by
the Company and the Company Subsidiaries, or any property previously owned, leased or operated by the Company and the Company
Subsidiaries at the time the Company or the Company Subsidiaries, as applicable owned, leased or operated said property, except in
compliance with all applicable Environmental Laws.
(c) There are no material liabilities of the Company or any Company Subsidiary of any kind whatsoever, whether accrued,
contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous
Substance and, to the Knowledge of the Company, there is no condition, situation or set of circumstances that could reasonably be
expected to result in or be the basis of any such liability.
(d) The Company has provided all material documents related to the Companys (and the Companys Subsidiaries) compliance with
all Environmental Laws, including all Phase I and Phase II environmental reports, environmental assessments, studies, correspondence and
permits.

22
(e) The Company and the Company Subsidiaries have not received any notice of alleged liability for, or any inquiry or investigation
regarding, nor has any complaint been filed or penalty assessed regarding, any release or threatened release of Hazardous Substances or
alleged violation of, or non-compliance with, any Environmental Law.
(f) Neither the Company nor any Company Subsidiary has disposed or arranged for the disposal of any Hazardous Substance at any
off-site location.
(g) For purposes of this Section 3.16 , the terms Company and Company Subsidiary shall include any entity that is, in whole or
in part, a predecessor of the Company or any Company Subsidiary.
3.17 Intellectual Property .
(a) General . Section 3.17(a)(i) of the Company Disclosure Schedule sets forth with respect to all Intellectual Property Rights owned
by the Company and each Company Subsidiary (such Intellectual Property, the Owned Intellectual Property ): (i) for each patent and
patent application, the patent number or application serial number for each jurisdiction in which the patent or application has been filed, the
date filed or issued, and the present status thereof; (ii) for each registered trademark, tradename or service mark, the application serial
number or registration number, for each country, province and state, and the class of goods covered; (iii) for any URL or domain name, the
registration date, any renewal date and name of registry; and (iv) for each registered copyrighted work, the number and date of registration
for each among country, province and state, in which a copyright application has been registered. True and complete copies of all
applications filed and registrations (including all pending applications) related to the Intellectual Property Rights listed on Section 3.17(a)
(i) of the Company Disclosure Schedule have been provided or made available to Parent. Section 3.17(a)(ii) of the Company Disclosure
Schedule lists all in-licenses of Technology or Intellectual Property Rights, other than standard, off-the-shelf Software commercially
available on standard terms from third-party vendors (e.g., Microsoft Windows) (the Licensed Intellectual Property ), setting forth the
royalty payment, license fee and all other payment obligations thereunder. The Owned Intellectual Property and the Licensed Intellectual
Property that relate to the Company Product or are material to the Business are collectively referred to herein as the Material Intellectual
Property .
(b) Sufficiency . The Material Intellectual Property constitutes all Intellectual Property Rights and Technology necessary for the
conduct of the Business as presently conducted, including the design, manufacture, provision, use and sale of the Company Product.
(c) Ownership . The Company or a Company Subsidiary has good, valid, unexpired and enforceable title, free and clear of all Liens
(other than Permitted Liens) to all Owned Intellectual Property, holds title of the Owned Intellectual Property in the name of the Company
or the applicable Company Subsidiary (with all prior assignments of ownership recorded in the case of any Registered Intellectual
Property). The Companys or a Companys Subsidiarys rights as a licensee with respect to each item of the Licensed Intellectual Property
are legal, valid and binding upon and enforceable against the Company or its Subsidiary, as applicable, and in full force, and free and clear
of all Liens (other than Permitted Liens). None of such Material Intellectual Property will cease to be valid and enforceable rights of the
Company or any Company Subsidiary, be altered or impaired, become subject to any additional payment obligations, or become subject to
any escrow arrangement, by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions
contemplated hereby. None of the Material Intellectual Property has been developed with the funding from any Governmental Entity or
not-for-profit organization or has been developed with the use of any facility of any Governmental Entity or subject to any regulatory or
contractual requirements or restrictions that could reasonably be expected to limit or restrict the ability of the Company or any Company
Subsidiary to use, exploit, assert, or enforce any of the Material Intellectual Property anywhere in the world.
(d) Absence of Claims; Non-infringement . (i) No proceedings, claims, or actions have been instituted or are pending against the
Company or any Company Subsidiary, or, to the knowledge of the Company, are threatened, that challenge the Companys or any
Company Subsidiarys ownership of or right to practice the

23
Material Intellectual Property; (ii) no interference, opposition, reissue, reexamination, or other similar proceeding is or has been pending
or, to the knowledge of the Company, threatened, in which the scope, validity, or enforceability of any of the Material Intellectual Property
is being, has been, or could reasonably be expected to be contested or challenged; (iii) to the Companys knowledge, neither the
Companys or any Company Subsidiarys past or present research, development, use, manufacture or provision of the Company Product,
nor the conduct of the Business as currently conducted, infringes or would infringe upon any issued and unexpired patent rights or
published patent applications (assuming patents were issued in the form published) owned or controlled by any Third Party anywhere in
the world; (iv) the Company has not received any written notice alleging the invalidity or unenforceability of the Material Intellectual
Property (excluding, for clarity, all correspondence with patent authorities with respect to ordinary course patent prosecution activities), or
any misappropriation of any other Persons trade secret rights by the research, development, manufacture or use of the Company Product;
(v) no Person has notified the Company that it is claiming any ownership of or right to use any Material Intellectual Property other than the
Companys licensors of such Material Intellectual Property; (vi) the Material Intellectual Property is not subject to any outstanding
judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Entity affecting adversely
the rights of the Company or any Company Subsidiary with respect thereto (excluding communications and decisions made in the ordinary
course of patent prosecution); and (vii) to the knowledge of the Company, no Person has infringed upon or misappropriated any of the
Material Intellectual Property, or is currently doing so.
(e) Licenses to Third Parties . Section 3.17(e) of the Company Disclosure Schedule lists all Contracts pursuant to which any Person
has been granted any license under, or otherwise has received or acquired any right to practice (whether or not currently exercisable), the
Material Intellectual Property. Neither the Company nor any Company Subsidiary is bound by, and no Material Intellectual Property is
subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of the Company or any
Company Subsidiary to use, exploit, assert, or enforce any of the Material Intellectual Property anywhere in the world.
(f) Protection of Intellectual Property Rights . All of the registrations and pending applications with or to governmental or regulatory
bodies with respect to the Material Intellectual Property owned by the Company (the Registered Intellectual Property ) have been timely
and duly filed, and prosecution of such applications has been diligently conducted. The Company and each Company Subsidiary has taken
all reasonable steps necessary or appropriate (including, entering into written confidentiality and nondisclosure agreements with officers,
employees and consultants) to safeguard and maintain the secrecy and confidentiality of trade secrets that are material to the Business. All
officers, employees and consultants of the Company or a Company Subsidiary: (i) are a party to a work-for-hire and/or other agreements
with the Company or a Company Subsidiary that has accorded the Company or a Company Subsidiary sole ownership of all Material
Intellectual Property arising or relating to their respective work, services and/or relationship with or for Company or a Company
Subsidiary; or (ii) have executed appropriate instruments of assignment in favor of the Company or a Company Subsidiary as assignee that
have conveyed to the Company or a Company Subsidiary sole ownership of all Owned Intellectual Property arising or relating to their
respective work, services and/or relationship with or for Company or a Company Subsidiary other than non-assignable rights and statutory
reversionary rights. Without limiting the foregoing, (x) to the knowledge of the Company, there has been no misappropriation of any trade
secrets included in the Material Intellectual Property by any Person; (y) to the knowledge of the Company, no employee, independent
contractor or agent of the Company or any Company Subsidiary has misappropriated any trade secrets of any other Person in the course of
performance as an employee, independent contractor or agent engaged in the Business; and (z) to the knowledge of the Company, no
employee, independent contractor or agent of the Company or any Company Subsidiary is in default or breach of any term of any
employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or Contract relating in any way
to the protection, ownership, development, use or transfer of the Material Intellectual Property. Neither the Company nor any Company
Subsidiary has made any submission or suggestion to, and neither the Company nor any Company Subsidiary is subject to any agreement
with, standards bodies or other

24
entities that would obligate the Company or any Company Subsidiary to grant licenses to or otherwise impair its control of the Material
Intellectual Property.
(g) Data . The Company and its Subsidiaries maintain policies and procedures regarding data security, privacy, data transfer and the
use of data and are in compliance with all applicable Laws. There have been (i) no material losses or thefts of data or security breaches
relating to data used in the business of the Company and its Subsidiaries; (ii) violations of any security policy regarding any such data;
(iii) any unauthorized access or unauthorized use of any data; and (iv) no unintended or improper disclosure of any personally identifiable
information in the possession, custody or control of the Company or a Subsidiary or an independent contractor or agent acting on behalf of
the Company or a Subsidiary.
(h) Software . No Person other than the Company and its Subsidiaries has any ownership right or interest in or with respect to any
material Software owned by the Company or its Subsidiaries ( Owned Software ), except for unassignable moral rights and rights in
copyrights that are unassignable by Law. The Company and its Subsidiaries have disclosed source code to material Owned Software only
pursuant to confidentiality terms that reasonably protect the Company or its Subsidiarys rights in such Owned Software. The Company
and its Subsidiaries have used commercially reasonable efforts to prevent the introduction into the Owned Software, and to the knowledge
of the Company, the Owned Software does not contain, any back door, drop dead device, time bomb, Trojan horse, virus, or
worm (as such terms are commonly understood in the software industry) or any other code designed or intended to have any of the
following functions: disrupting or disabling, the operation of, or providing unauthorized access to, a computer system or network or other
device on which such code is stored or installed. No Company Product contains, is derived from, is distributed with, or is being or was
developed using Open Source Code that is licensed under any terms that (i) impose or could impose a requirement or condition that any
Company Product or part thereof (A) be disclosed or distributed in source code form, (B) be licensed for the purpose of making
modifications or derivative works, or (C) be redistributable at no charge, or (ii) otherwise impose or could impose any other material
limitation, restriction, or condition on the right or ability of the Purchaser or its Subsidiaries to use or distribute any Company Product.
3.18 Tax Matters .
(a) Tax Returns . The Company and each Company Subsidiary has timely filed (taking into account applicable extensions of
time to file) with the appropriate Governmental Entity all material Tax Returns required to be filed through the date hereof and all
such Tax Returns are complete and accurate in all material respects. No claim has ever been made in writing by a Governmental
Entity in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns that the Company or any Company
Subsidiary is or may be subject to Taxes, or may be required to file any Tax Returns, in such jurisdiction.
(b) Payment of Taxes . All material Taxes of the Company and each Company Subsidiary due and payable (whether or not
shown or required to be shown on any Tax Return) have been timely paid.
(c) Audits, Investigations or Claims . No deficiencies for any material amount of Taxes have been proposed or assessed in
writing against any of the Company and the Company Subsidiaries by any Governmental Entity except for deficiencies being
contested in good faith by appropriate proceedings. There are no pending or, to the knowledge of the Company, threatened audits,
assessments or other actions for or relating to any material liability in respect of Taxes of the Company or any Company Subsidiary.
Neither the Company nor any of the Company Subsidiaries has waived any statute of limitations in respect of any material Taxes or
agreed to any extension of time with respect to a material Tax assessment or deficiency, which waiver or extension is currently in
effect.
(d) Tax Sharing Agreements . Neither the Company nor any Company Subsidiary has any material liability under any
agreement for the sharing, indemnification or allocation of Taxes (other than customary indemnifications for Taxes contained in
credit or other commercial agreements the primary purposes of which do not relate to Taxes).

25
(e) Other Entity Liability . None of the Company or any Company Subsidiary has been a member of an affiliated group filing a
consolidated federal income Tax Return (other than a group the common parent of which is the Company). None of the Company or
any Company Subsidiary has any material liability for the Taxes of any Person (other than Taxes of the Company and the Company
Subsidiaries) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), or as a transferee,
successor or by contract.
(f) Withholding . Each of the Company and the Company Subsidiaries has withheld and, to the extent required by Law, paid to the
appropriate Governmental Entity all material Taxes required to have been withheld and paid in connection with amounts paid or owing to
any employee, independent contractor, creditor, stockholder or other third party.
(g) Spin-Offs . Neither the Company nor any Company Subsidiary has been a distributing corporation or a controlled
corporation (within the meaning of section 355 of the Code) in a distribution of stock intended to qualify for tax-free treatment under
section 355 of the Code in the two years prior to the date of this Agreement.
(h) Listed Transactions . Neither the Company nor any Company Subsidiary has entered into any listed transaction within the
meaning of Section 6011 of the Code (including the Treasury Regulations promulgated thereunder).
3.19 Insurance .
The Company and each Company Subsidiary maintains insurance coverage with reputable and financially sound insurers, or maintains
self-insurance practices, in such amounts and covering such risks as are in accordance with customary industry practice for companies engaged
in businesses similar to that of the Company and the Company Subsidiaries. The Company has made available to Parent true and complete
copies of all material insurance policies and all material self-insurance programs and arrangements relating to the business, assets and operations
of the Company and the Company Subsidiaries (the Insurance Policies ). Each of the Insurance Policies is in full force and effect, all
premiums due and payable thereon have been paid and the Company and the Company Subsidiaries are in compliance in all material respects
with the terms and conditions of such Insurance Policies. Since January 1, 2010, neither the Company nor any Company Subsidiary has received
any written notice regarding any invalidation or cancellation of any Insurance Policy that has not been renewed in the ordinary course without
any lapse in coverage.
3.20 Properties and Assets .
The Company or the Company Subsidiaries have valid and subsisting ownership interests in all of the material tangible personal property
reflected in the latest balance sheet included in the Company SEC Reports as being owned by the Company or any Company Subsidiaries or
acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of
business), free and clear of all Liens, other than Permitted Liens and the tangible personal property owned by the Company or the Company
Subsidiaries is in satisfactory operating condition and repair for its continued use as it has been used in all material respects, subject to
reasonable wear and tear.
3.21 Real Property .
(a) Section 3.21(a) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased or subleased
by the Company or any Company Subsidiary (collectively, the Leased Real Property ), (ii) the address for each Leased Real Property
and (iii) the name of the third party lessor(s) thereof, the date of the lease contract relating thereto and all amendments thereof. The
Company and each Company Subsidiary have a valid and subsisting leasehold interest in all Leased Real Property leased by them, in each
case free and clear of all Liens, other than Permitted Liens.

26
(b) Neither the Company or any of the Company Subsidiaries owns any real property.
(c) Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain,
condemnation or other similar proceedings that are pending, and, to the knowledge of the Company, there are no such proceedings
threatened, affecting any portion of the Leased Real Property.
3.22 Opinion of Financial Advisor .
The Company Board has received the opinion of Jefferies & Company, Inc. (the Company Financial Advisor ) to the effect that, as of
the date of such opinion and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be received by the
holders of Company Common Stock (other than Parent, the Purchaser and their respective affiliates) pursuant to the Offer and Merger, taken
together, is fair from a financial point of view to such holders.
3.23 Required Vote .
The affirmative vote of the holders of shares representing a majority of the voting power of the outstanding shares of the Company
Common Stock is the only vote required, if any, of the holders of any class of capital stock of the Company to approve and adopt this Agreement
and the transactions contemplated hereby, including the Merger (the Company Stockholder Approval ).
3.24 Brokers .
Except for the Companys obligations to the Company Financial Advisor, neither the Company nor any stockholder, director, officer,
employee or affiliate of the Company, has incurred or will incur on behalf of the Company or any Company Subsidiary, any brokerage, finders,
advisory or similar fee in connection with the transactions contemplated by this Agreement, including the Offer and the Merger. The Company
has heretofore made available to Parent true and complete copies of all agreements between the Company and the Company Financial Advisor
pursuant to which such firm would be entitled to any payment or commission relating to the Offer or the Merger or any other transactions
contemplated by this Agreement.
3.25 Related Party Transactions .
There are no outstanding amounts payable to or receivable from, or advances by the Company or any Company Subsidiary to, and neither
the Company nor any Company Subsidiary is otherwise a creditor or debtor to, or party to any material Contract or transaction with, any holder
of 5% or more of the Company Common Stock or any director, officer, or affiliate of the Company or any Company Subsidiary, or to any
relative of any of the foregoing, except for employment or compensation agreements or arrangements with directors and officers of the Company
or the Company Subsidiaries.
3.26 Information in the Offer Documents and the Schedule 14D-9 .
The information supplied by the Company expressly for inclusion or incorporation by reference in the Offer Documents (and any
amendment thereof) will not, when filed with the SEC or when first distributed or disseminated to the Companys stockholders contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading. The Schedule 14D-9 will comply as to form in all
material respects with the provisions of Rule 14d-9 of the Exchange Act and any other applicable federal securities laws and will not, when filed
with the SEC or when first distributed or disseminated to the Companys stockholders contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading, except that the Company makes no representation or warranty with respect to statements made in
the Schedule 14D-9 based on information furnished by Parent or the Purchaser in writing expressly for inclusion therein.

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3.27 Information in the Proxy Statement .
The Proxy Statement, if any (and any amendment thereof), at the date first mailed to the Companys stockholders and at the time of any
meeting of the Companys stockholders to be held in connection with the Merger, will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made
therein based on information supplied by Parent or the Purchaser in writing expressly for inclusion in the Proxy Statement. The Proxy Statement
will comply as to form in all material respects with the provisions of the Exchange Act and any other applicable federal securities laws.
3.28 Research, Development and Marketing Agreements .
3.29 Section 3.28 of the Company Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list of all Contracts to
which the Company or any of its Subsidiaries is a party as of the date hereof for the research, clinical trial, development, license, marketing or
co-promotion by the Company or any of its Subsidiaries or by third parties of genomic sequencing services (collectively, all such Contracts, the
Specified Contracts). The Company has made available to Parent a complete and accurate copy of each Specified Contract.
3.29 Regulatory Compliance .
(a) Except as noted in Section 3.29(c)(i) below, the business of the Company and the Company Subsidiaries as presently conducted
does not require the Company or the Companies Subsidiaries to obtain any clearance or approval under the FDCA or the regulations of the
FDA promulgated thereunder or similar Laws in any foreign jurisdiction.
(b) Neither the Company nor any Company Subsidiary, nor, to the knowledge of the Company, any officer, employee or agent of the
Company or any Company Subsidiary, has made an untrue statement of a material fact or fraudulent statement to the FDA or any other
applicable Governmental Entity, failed to disclose a material fact required to be disclosed to the FDA or any other applicable
Governmental Entity, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made,
would reasonably be expected to provide a basis for the FDA or any other Governmental Entity to invoke its policy respecting Fraud,
Untrue Statements of Material Facts, Bribery, and Illegal Gratuities, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar
policy. Neither the Company nor any Company Subsidiary, nor, to the knowledge of the Company, any officer, employee or agent of the
Company or any Company Subsidiary, has been convicted of any crime or engaged in any conduct for which debarment is mandated by 21
U.S.C. 335a(a) or any similar Laws or authorized by 21 U.S.C. 335a(b) or any similar Laws. Neither the Company nor any Company
Subsidiary, nor, to the knowledge of the Company, any officer, employee or agent of the Company or any Company Subsidiary, has been
convicted of any crime or engaged in any conduct for which such person or entity could be excluded from participating in the Federal
health care programs under Section 1128 of the Social Security Act of 1935, as amended (the Social Security Act ), or any similar Laws.
(c) As of the date of this Agreement, the Company (i) is seeking accreditation for its sequencing facility under the Clinical
Laboratory Improvement Amendments which is administered by the Centers for Medicare & Medicaid and Department of Health and
Human Services and (ii) has not received any written notice that it will not be so approved. All scientific data and information provided by
the Company or any Company Subsidiary to the FDA or any other applicable Governmental Entity are true and accurate representations in
all material respects of the research and any related activities conducted by the Company and its Subsidiaries, and none of these
representations was false, misleading or inaccurate in any material respect when made. To the knowledge of the Company, there are no
material investigations, suits, claims, actions or proceedings against or affecting the Company or any Company Subsidiary relating to or
arising under (a) the FDCA or the regulations of the FDA promulgated thereunder or similar Laws, (b) the Social

28
Security Act or regulations of the Office of Inspector General of the Department of Health and Human Services or similar Laws or
(c) applicable Laws relating to government health care programs, private health care plans, or the privacy and confidentiality of patient
health information, including Federal and state Laws pertaining to the Medicare and Medicaid programs, Federal, state and foreign Laws
applicable to health care fraud and abuse, kickbacks, physician self-referral, false claims made to a government or private health care
program, and Federal, state and foreign Laws pertaining to contracting with the government and similar Laws.
3.30 No Other Representations or Warranties .
Except for the representations and warranties contained in this Article 3 , neither the Company nor any other Person on behalf of the
Company makes any express or implied representation or warranty with respect to the Company or any Company Subsidiary or with respect to
any other information provided to Parent or the Purchaser in connection with the transactions contemplated hereby.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER
Except as set forth in the Disclosure Schedule delivered by Parent and the Purchaser to the Company prior to the execution of this
Agreement (the Parent Disclosure Schedule ), which identifies items of disclosure by reference to a particular Section or subsection of this
Agreement, Parent and the Purchaser hereby represent and warrant to the Company as follows:
4.1 Organization and Qualification .
Each of Parent and the Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its respective
jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on
its business as it is now being conducted. Each of Parent and the Purchaser is duly qualified to do business in each jurisdiction where the
ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be
so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.
4.2 Authority .
Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery
of this Agreement and by each of Parent and Purchaser, as applicable, and the consummation by Parent and the Purchaser of the transactions
contemplated hereby, including the Offer and the Merger, have been duly authorized by all necessary corporation action, and no other corporate
proceedings on the part of Parent or the Purchaser and no stockholder votes are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Purchaser, and assuming due
authorization, execution and delivery by the Company, constitutes the valid and binding obligation of Parent and the Purchaser, enforceable
against Parent and the Purchaser in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy,
insolvency or other similar Laws, now or hereafter in effect, affecting creditors rights generally and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought.

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4.3 No Conflict .
None of the execution, delivery or performance of this Agreement by Parent or the Purchaser, the consummation by Parent or the
Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the
provisions of this Agreement will (with or without notice or lapse of time, or both): (a) conflict with or violate any provision of the certificate of
incorporation or by-laws of Parent or the Purchaser; (b) assuming that all consents, approvals, authorizations and permits described in
Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder
have terminated or expired, conflict with or violate any Law applicable to Parent or the Purchaser or any other Subsidiary of Parent (each a
Parent Subsidiary and, collectively, the Parent Subsidiaries ) or any of their respective properties or assets; or (c) assuming that all consents,
approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have
been made and any waiting periods thereunder have terminated or expired, require any other consent or approval under, violate, conflict with,
result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of
termination, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any of the respective properties or assets of
Parent, the Purchaser or any Parent Subsidiary pursuant to, any Contract, to which Parent, the Purchaser or any Parent Subsidiary is a party,
except, with respect to clauses (b) and (c), for any such conflicts, violations, consents, breaches, losses, defaults, other occurrences or Liens
which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.
4.4 Required Filings and Consents .
None of the execution, delivery or performance of this Agreement by Parent and the Purchaser the consummation by Parent and the
Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or the Purchaser with any of the
provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or
filing or registration with or notification to, any Governmental Entity, other than (a) the filing and recordation of the Certificate of Merger as
required by the DGCL, (b) compliance with any applicable requirements of the HSR Act and the other applicable foreign or supranational
antitrust and competition laws set forth in Section 4.3 of the Parent Disclosure Schedule, (c) compliance with the applicable requirements of the
Exchange Act, (d) compliance with the applicable requirements of the Securities Act, (e) compliance with any applicable foreign or state
securities or Blue Sky Laws, (f) filings with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the
transactions contemplated hereby, (g) such filings as may be required under the rules and regulations of Nasdaq and (h) where the failure to
obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental
Entity, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. No consent, approval,
authorization or permit of, or filing or registration with or notification to, any Governmental Entity, is required with respect to Parent and the
Purchaser entering into the Note or the consummation of the transactions contemplated thereby.
4.5 Litigation .
(a) There is no suit, claim, action, or proceeding pending or, to the knowledge of Parent, threatened against Parent or the Purchaser
that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, challenges (as of the date
hereof) the validity of the Offer or the Merger, or would prevent or materially delay consummation of the Offer or the Merger or
performance by Parent and the Purchaser of their material obligations under this Agreement.
(b) Neither Parent nor the Purchaser is subject to any outstanding order, writ, injunction, judgment, or decree of any Governmental
Entity that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect or would
prevent or materially delay consummation of the Offer or the Merger or performance by the Company of any of its material obligations
under this Agreement.

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4.6 Ownership of Company Capital Stock.
Neither Parent nor the Purchaser is, nor at any time during the last three years has it been, an interested stockholder of the Company as
defined in Section 203 of the DGCL (other than as contemplated by this Agreement).
4.7 Sufficient Funds.
The aggregate proceeds contemplated by the Financing (as defined below), together with Parents current cash on hand and existing credit
facility, will provide Parent with sufficient funds at the Acceptance Time and the Effective Time to cause the Purchaser to accept for payment
the validly tendered Shares and to consummate the Merger, as applicable, and to repay the indebtedness of the Company outstanding as of the
Effective Time. Parent has delivered to the Company true and complete copies of executed commitment letters (the Financing Commitments
), pursuant to which the parties thereto have agreed, subject only to the conditions precedent set forth therein (the Financing Conditions ), to
provide or cause to be provided the bank financing set forth therein for the purposes of financing the transactions contemplated hereby, including
the Offer and the Merger (the Financing ). The Financing Commitments are in full force and effect and are legal, valid and binding
obligations of Parent and the Purchaser and, to the knowledge of Parent, the other parties thereto. There are no conditions precedent or other
contingencies related to the funding or investing, as applicable, of the full amount of the Financing other than the Financing Conditions. Parent
or the Purchaser have fully paid any and all commitment fees or other fees in connection with the Financing Commitments that are payable on or
prior to the date hereof. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a
default or breach on the part of Parent or the Purchaser under any Financing Commitment, and, as of the date hereof, neither Parent nor the
Purchaser has any reasonable basis to believe that it will be unable to satisfy on a timely basis any material term or condition to be satisfied by it
in any of the Financing Commitments on or prior to the Acceptance Time. Parent has, together with Parents current cash on hand and existing
credit facility, sufficient funds available to timely fund each of the draws under the Note in accordance with the term of the Note.
4.8 Ownership of the Purchaser; No Prior Activities.
(a) The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by this Agreement.
(b) Except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions
contemplated by this Agreement, the Purchaser has not and will not prior to the Closing Date have incurred, directly or indirectly, through
any Subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into
any agreements or arrangements with any Person.
4.9 Management Arrangements.
As of the date hereof, except as previously disclosed to the Company, none of Parent or the Purchaser, or their respective executive
officers, directors or affiliates, has entered into any agreement, arrangement or understanding with any of the executive officers, directors or
affiliates of the Company that is currently in effect or would become effective in the future (upon consummation of the Offer or the Merger or
otherwise) and that would be required to be disclosed under Item 1005(d) of Regulation M-A under the Exchange Act.
4.10 Brokers.
Except for Parents obligations to Citigroup Global Markets, Inc., Parents financial advisor, neither Parent, the Purchaser nor any of their
respective stockholders, directors, officers, employees or affiliates, has incurred or will incur on behalf of Parent, the Purchaser or any Parent
Subsidiary, any brokerage, finders, advisory or similar fee in connection with the transactions contemplated by this Agreement.

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4.11 Information in the Proxy Statement.
The information supplied by Parent or the Purchaser in writing expressly for inclusion or incorporation by reference in the Proxy Statement
(and any amendment thereof) will not, at the date first mailed to the Companys stockholders and at the time of the meeting of the Companys
stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not
misleading.
4.12 Information in the Offer Documents and the Schedule 14D-9.
The Offer Documents (and any amendment thereof) will not, when filed with the SEC or at the time of first distribution or dissemination
thereof to the stockholders of the Company contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that
no representation or warranty is made by Parent or the Purchaser with respect to statements made in the Offer Documents based on information
supplied by the Company in writing expressly for inclusion therein. The Offer Documents will comply as to form in all material respects with
the provisions of the Exchange Act and any other applicable federal securities laws.
4.13 No Other Representations or Warranties .
Except for the representations and warranties contained in this Article 4 , neither Parent, the Purchaser, nor any Person on behalf of Parent
or the Purchaser makes any express or implied representation or warranty with respect to Parent or the Purchaser or with respect to any other
information provided to the Company in connection with the transactions contemplated hereby.
ARTICLE 5
COVENANTS
5.1 Conduct of Business by the Company Pending the Closing.
The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 5.1 of the Company
Disclosure Schedule, as expressly required by applicable Law or this Agreement or otherwise with the prior written consent of Parent (which
consent shall not be unreasonably withheld, delayed or conditioned), the Company will, and will cause each Company Subsidiary to, (i) conduct
its operations in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve substantially
intact the goodwill and current relationships of the Company and each Company Subsidiary with significant customers, significant suppliers and
other Persons with which the Company or any Company Subsidiary has significant business relations and (iii) use commercially reasonable
efforts to preserve substantially intact its employees and its business organization. Without limiting the foregoing, and as an extension thereof,
except as set forth in Section 5.1 of the Company Disclosure Schedule or as permitted by any other provision of this Agreement, the Company
shall not (unless required by applicable Law), and shall not permit any Company Subsidiary to, between the date of this Agreement and the
Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not
be unreasonably withheld, delayed or conditioned):
(a) amend or otherwise change the certificate of incorporation or bylaws or equivalent organizational documents (whether by merger,
consolidation or otherwise) of the Company or any Company Subsidiary;
(b) issue, sell, pledge, dispose of, grant, transfer or encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or
encumbrance of, any shares of capital stock of, or other Equity Interests in, the Company or any Company Subsidiary of any class, or
securities convertible into, or exchangeable or

32
exercisable for, any shares of such capital stock or other Equity Interests, or any options, warrants or other rights of any kind to acquire any
shares of such capital stock or other Equity Interests or such convertible or exchangeable securities, or any other ownership interest
(including, without limitation, any such interest represented by Contract right), of the Company or any Company Subsidiary, other than the
issuance of Shares (i) upon the vesting of Company RSUs or the exercise of Company Options or Company Warrants outstanding as of the
date hereof in accordance with their terms, or (ii) pursuant to the ESPP and in accordance with the terms of this Agreement;
(c) sell, pledge, dispose of, transfer, lease, license, guarantee or encumber any material property or assets of the Company or any
Company Subsidiary, except (i) pursuant to existing contracts or commitments, (ii) pursuant to the sale, purchase or licensing of inventory,
raw materials, equipment, goods, or other supplies in the ordinary course of business or (iii) licenses in the ordinary course of business
consistent with past practice;
(d) declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or a combination
thereof) with respect to any of its capital stock (other than dividends paid by a wholly-owned Company Subsidiary to the Company or
another wholly-owned Company Subsidiary) or enter into any agreement with respect to the voting or registration of its capital stock;
(e) reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of
its capital stock, other Equity Interests or any other securities;
(f) merge or consolidate the Company or any Company Subsidiary with any Person or adopt a plan or agreement of, or resolutions
providing for or authorizing complete or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization or other
reorganization of the Company or any Company Subsidiary;
(g) acquire (including, without limitation, by merger, consolidation, or acquisition of stock or assets) any interest in any Person or
any division thereof or any assets, other than acquisitions of assets (including, without limitation, the purchase of inventory, raw materials,
equipment, goods, or other supplies) in the ordinary course of business, acquire or license from any Person any Intellectual Property rights
and any other acquisitions for consideration that is individually not in excess of $50,000, or in the aggregate not in excess of $100,000;
(h) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become
responsible for the obligations of any Person (other than a wholly-owned Company Subsidiary) for borrowed money;
(i) make any loans, advances or capital contributions to, or investments in, any other Person (other than any wholly-owned Company
Subsidiary) in excess of $100,000 in the aggregate;
(j) terminate, cancel, or amend or waive any Company Material Contract, or enter into or amend any Contract that, if existing on the
date hereof, would be a Company Material Contract, in each case other than in the ordinary course of business;
(k) make or authorize any capital expenditure in excess of the Companys capital expenditure budget attached to Section 5.1(k) of the
Company Disclosure Schedules, other than capital expenditures that are not in excess of $25,000, individually, or $100,000 in the
aggregate;
(l) except to the extent required by (i) applicable Law, (ii) the existing terms of any Company Benefit Plan or (iii) contractual
commitments or corporate policies with respect to severance or termination pay in existence on the date of this Agreement: (A) increase
the compensation, bonus or benefits payable or to become payable to its directors, officers or employees; or (B) grant any additional rights
to severance or termination pay to, or enter into any severance agreement with, any director, officer or employee of the Company or any
Company Subsidiary, or establish, adopt, enter into or amend any Company Benefit Plan, collective bargaining, bonus, profit sharing,
thrift, pension, retirement, deferred compensation, termination or severance plan, agreement, trust, fund, policy or arrangement for the
benefit of any director, officer or

33
employee; or (C) take any action to amend or waive any performance or vesting criteria or accelerate any rights or benefits or take any
action to fund or in any other way secure the payment of compensation or benefits under any Company Benefit Plan or make any Person a
beneficiary of any retention plan under which such Person is not as of the date of this Agreement a beneficiary which would entitle such
Person to vesting, acceleration or any other right as a consequence of consummation of the transactions contemplated by this Agreement;
(m) make, extend or forgive any loans to directors, officers, employees or any of their respective affiliates;
(n) make any change in accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a
Governmental Entity;
(o) subject to Section 5.13 , initiate, commence, compromise, settle, agree to settle or otherwise resolve any Proceeding;
(p) with respect to the Company and each of the Company Subsidiaries (A) make, change or rescind any material Tax election or
settle or compromise any material Tax liability or refund, (B) change any material Tax accounting period or method or file any material
amended Tax Return, (C) consent to an extension or waiver of the limitations period for the assessment of Taxes, (D) take any action
outside of the ordinary course of business if taking such action would result in a material tax liability for the Company or any of its
subsidiaries, or (E) change the Tax residency of the Company or any of the Company Subsidiaries;
(q) write up, write down or write off the book value of any assets, except for depreciation, amortization and physical inventory
procedures in accordance with GAAP consistently applied;
(r) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise),
other than (i) the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with
their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes
thereto) of the Company included in the Filed Company SEC Documents or incurred in the ordinary course of business consistent with
past practice or (ii) the payment, discharge or satisfaction of liabilities in connection with the transactions contemplated by this Agreement,
(iii) prepay or cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value;
(s) sell, transfer, assign, license, encumber or otherwise dispose of to any third party any Owned Intellectual Property (including
pursuant to a sale-leaseback transaction or securitization), or otherwise amend, modify or waive any rights to, any Owned Intellectual
Property;
(t) make any change in staffing levels with respect to the Company or any of its subsidiaries;
(u) enter into a new line of business or make any material change in the line of business in which it engages as of the date of this
Agreement;
(v) enter into any Contract or agree to any exclusivity, non-competition, most favored nation, or similar provision or covenant that
purports to limit, curtail or restrict the kinds of businesses in which the Company, any Company Subsidiary or any of its existing or future
affiliates may conduct their respective businesses, or the Persons with whom the Company, any Company Subsidiary or any of its existing
or future affiliates can compete or to whom the Company, any Company Subsidiary or any of its existing or future affiliates can sell
products or deliver services, or the acquisition of any business or pursuant to which any benefit or right would be required to be given or
lost as a result of so competing or engaging, or which would have any such effect on Parent or any of its affiliates after the consummation
of the Merger or the Closing Date;
(w) cancel or terminate or allow to lapse without commercially reasonably substitute policy therefor, or amend in any material
respect or enter into, any material insurance policy, other than the renewal of existing insurance policies or enter into commercial
reasonable substitute policies therefor;

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(x) abandon the prosecution of or fail to maintain any Registered Intellectual Property; or
(y) authorize or enter into any Contract or otherwise make any commitment to do any of the foregoing other than in the ordinary
course of business.
5.2 Access to Information; Confidentiality.
(a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any
Company Subsidiary is a party (which such Person shall use commercially reasonable efforts to cause the counterparty thereto to waive),
from the date of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary and each of their
respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively,
Company Representatives ) to: (i) provide to Parent and the Purchaser and their respective officers, directors, employees, accountants,
consultants, legal counsel, advisors, agents and other representatives (collectively, the Parent Representatives ) access at reasonable
times during normal operating hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of such
party and its Subsidiaries and to the books and records thereof (including Tax Returns) and (ii) furnish promptly such information
concerning the business, properties, contracts, assets, liabilities, Personnel and other aspects of such party and its Subsidiaries as Parent or
the Parent Representatives may reasonably request.
(b) With respect to the information disclosed pursuant to Section 5.2(a) , Parent shall comply with, and shall cause the Parent
Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated June 19, 2012, by and between the
Company and Parent (the Confidentiality Agreement ).
5.3 No Solicitation of Transactions.
(a) Subject to Section 5.3(b) , from and after the date hereof until the Effective Time or, if earlier, the termination of this Agreement
in accordance with Article 7 , the Company shall not, and shall cause the Company Subsidiaries not to, and shall instruct the
Representatives of the Company and the Company Subsidiaries not to, nor shall the Company authorize or permit any Representatives of
the Company or any Company Subsidiary to, directly or indirectly: (i) solicit, initiate, seek or knowingly encourage or facilitate any
Acquisition Proposal or take any action to solicit, initiate, seek or knowingly encourage or facilitate any inquiry, expression of interest,
proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) enter into, participate or engage
in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent or the
Purchaser, (iii) furnish to any Person other than Parent or the Purchaser any non-public information that the Company believes or should
reasonably know could be used for the purposes of formulating or furthering any Acquisition Proposal, (iv) approve, endorse, recommend,
execute or enter into any agreement, letter of intent or Contract with respect to an Acquisition Proposal or otherwise relating to or that is
intended to or would reasonably be expected to lead to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or
enter into any agreement, arrangement, understanding requiring it to abandon, terminate or fail to consummate the Merger or any other
transactions contemplated by this Agreement, (v) submit any Acquisition Proposal or any matter related thereto to the vote of the
stockholders of the Company, (vi) waive, terminate, modify, fail to enforce or release any Person other than Parent or the Purchaser from
any provision of or grant any permission, waiver or request under any standstill, confidentiality or similar agreement or obligation or
(vii) propose, resolve or agree to do any of the foregoing. The Company shall immediately, and shall cause the Company Subsidiaries and
shall instruct each of their respective Representatives to immediately, cease and cause to be terminated any and all existing activities,
discussions or negotiations with any Persons conducted on or prior to the date of this Agreement with respect to any Acquisition Proposal,
and shall promptly after the date of this Agreement instruct each Person that has in the twelve months prior to the date of this Agreement
executed a confidentiality agreement relating to an Acquisition Proposal with or for the benefit of the Company to promptly return or
destroy in accordance

35
with the terms of such confidentiality agreement all information, documents and materials relating to the Acquisition Proposal or to the
Company or any Company Subsidiary and their respective businesses previously furnished by or on behalf of the Company or any
Company Subsidiary or any of their respective Representatives to such Person or such Persons Representatives and shall use its
reasonable best efforts to ensure compliance with such request. The Company agrees that to the extent that any violation of the restrictions
set forth in this Section 5.3 by any Company Representatives results in an Acquisition Proposal, the receipt of such Acquisition Proposal
shall be deemed a material breach of this Agreement (including Section 5.3 ) by the Company.
(b) From the date of this Agreement until the earlier of the Acceptance Time or the termination of this Agreement in accordance with
its terms, the Company shall promptly (and in any event within 24 hours of learning of or receiving the relevant information) provide
Parent with: (i) a reasonably detailed written description of any inquiry, expression of interest, proposal or offer relating to an Acquisition
Proposal (including any modification thereto), or any request for information that could reasonably be expected to lead to an Acquisition
Proposal, that is received by the Company or any Company Subsidiary or any Representative of the Company or any Company Subsidiary
from any Person (other than Parent or the Purchaser) including in such description the identity of the Person from which such inquiry,
expression of interest, proposal, offer or request for information was received (the Other Interested Party ); and (ii) a complete,
unredacted copy of each proposed or final written agreement or written document (including financing commitments and any related letters
or documents) or material written communication and a reasonably detailed summary of each material oral communication transmitted on
behalf of the Other Interested Party or any of its Representatives to the Company or any Company Subsidiary or any of their
Representatives or transmitted on behalf of the Company or any Company Subsidiary or any Representative of the Company or any
Company Subsidiary to the Other Interested Party or any of its Representatives. Thereafter, the Company shall keep Parent informed in
writing on a reasonably current basis (no later than 24 hours after the occurrence of any material changes, developments, discussions or
negotiations) of the status of any Acquisition Proposal, indication or request (including the terms and conditions thereof and any
modifications thereto), and any material developments, discussions, negotiations, including by furnishing a complete, unredacted copy of
each proposed or final written agreement or written document (including financing commitments and any related letters or documents) or
material written communication and a reasonably detailed summary of each material oral communication transmitted with respect to such
Acquisition Proposal.
(c) Notwithstanding anything to the contrary contained in Section 5.3(a) , if at any time following the date hereof and prior to the
Acceptance Time (i) the Company, any Company Subsidiary or any Representative of the Company or any Company Subsidiary receives a
bona fide written unsolicited Acquisition Proposal that did not result from any breach by the Company, any Company Subsidiary or any
Representative of the Company or any Company Subsidiary of this Section 5.3 , (ii) the Company Board reasonably determines in good
faith, after consultation with an independent financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could
reasonably be expected to result in a Superior Proposal and (iii) after consultation with its outside legal counsel, the Company Board
reasonably determines in good faith that the failure to take such actions would reasonably be expected to breach its fiduciary duties to the
stockholders of the Company under Delaware Law, then the Company may take the following actions: (A) furnish information with
respect to the Company and any Company Subsidiary to the Person making such Acquisition Proposal and (B) participate in discussions or
negotiations with the Person making such Acquisition Proposal regarding such Acquisition Proposal; provided , that the Company (x) shall
not, shall cause each Company Subsidiary to not, and shall not authorize any Company Representative or any Company Subsidiary to,
disclose any information to such Person without first entering into an Acceptable Confidentiality Agreement, (y) shall promptly provide to
Parent any information concerning the Company or any Company Subsidiary provided to such other Person which was not previously
provided to Parent and (z) shall not take any of the actions referred to in the foregoing clauses (A) and (B) unless the Company shall have
notified Parent orally and in writing at least 24 hours prior to taking such action that it intends to take such action and the basis hereunder
therefor. The Company

36
shall provide Parent with twenty-four hours prior written notice (or such lesser notice as is given to the Companys Board) of any meeting
of the Companys Board at which the Companys Board is reasonably expected to consider an Acquisition Proposal.
(d) Subject to the following Sections 5.3(e) and 5.3(f) , from the date hereof to the earlier to occur of the termination of this
Agreement in accordance with its terms and the Acceptance Time, neither the Company Board nor any committee thereof shall
(i) withhold, change, amend, withdraw or qualify (or modify in a manner adverse to Parent) or propose to withhold, change, amend,
withdraw or qualify (or modify in a manner adverse to Parent) the approval, recommendation or declaration of advisability by the
Company Board or any such committee of this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby
(each such action set forth in this Section 5.3(d)(i) being referred to as a Change of Board Recommendation ), (ii) adopt, approve,
recommend or otherwise declare advisable the adoption of any Acquisition Proposal, publicly propose to adopt, approve or recommend
any Acquisition Proposal or publicly take a neutral position or no position with respect to an Acquisition Proposal or (iii) submit any
Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company or (iv) resolve or agree to take any of the
actions described in the foregoing clauses (i)-(iii) (each such action set forth in this Section 5.3(d) being referred to as an Adverse
Recommendation Change ).
(e) Notwithstanding anything to the contrary contained herein, prior to the Acceptance Time, the Company Board may make a
Change of Board Recommendation for a reason unrelated to an Acquisition Proposal (it being understood and agreed that any Change of
Board Recommendation proposed to be made in relation to an Acquisition Proposal may only be made pursuant to and in accordance with
the terms of Section 5.3(f) ) if the Company Board has reasonably determined in good faith, after consultation with its outside legal
counsel and its independent financial advisor, that, in light of an Intervening Event and taking into account the results of any negotiations
with Parent as contemplated by subsection (ii) below and any offer from Parent contemplated by subsection (iii) below, that the failure to
take such action would reasonably be expected to breach the fiduciary duties owed by the Company Board to the stockholders of the
Company under Delaware Law; provided , however , that the Company Board may not effect a Change of Board Recommendation unless:
i. the Company shall have provided prior written notice to Parent, at least five Business Days in advance (the Intervening
Event Notice Period ), of the Companys intention to make a Change of Board Recommendation (it being understood that the
delivery of such notice and any amendment or update thereto and the determination to so deliver such notice, update or amendment
shall not, by itself, constitute a Change of Board Recommendation or otherwise give rise to a Triggering Event), which notice shall
specify in reasonable detail the Intervening Event and the facts, circumstances and other conditions giving rise to such Change of
Board Recommendation;
ii. prior to effecting such Change of Board Recommendation, the Company shall, and shall cause the Company Representatives
to, during the Intervening Event Notice Period negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make
such adjustments in the terms and conditions of this Agreement in such a manner that would obviate the need for the Company Board
to effect such Change of Board Recommendation; and
iii. Parent shall not have, within the aforementioned five Business Day period, made a written, binding and irrevocable
(through the expiration of such period) offer to modify the terms and conditions of this Agreement, which is set forth in a definitive
written amendment to this Agreement delivered to the Company and executed on behalf of Parent and the Purchaser, that the
Company Board has in good faith determined (after consultation with its outside legal counsel) would obviate the need for the
Company Board to effect such Change of Board Recommendation. In the event of any material change (including successive
changes) to the Intervening Event, the Company shall be required to deliver a new written notice to Parent and to comply with the
requirements of this Section 5.3(e) with respect to such new written notice and to provide a new five Business Day Intervening Event
Notice Period.

37
(f) Notwithstanding anything to the contrary contained in this Article 5 , prior to the Acceptance Time, if the Company receives an
unsolicited Acquisition Proposal that the Company Board reasonably determines in good faith, after consultation with outside legal counsel
and a financial advisor, constitutes a Superior Proposal, after giving effect to all of the adjustments to the terms and conditions of this
Agreement that have been delivered to the Company by Parent in writing during the Notice Period provided pursuant to this Section 5.3
(f) , that are binding and have been committed to by Parent in writing, and if the Company has not materially breached Section 5.3 , the
Company Board may at any time prior to the Acceptance Time, if the Company Board reasonably determines in good faith, after
consultation with outside legal counsel, that the failure to take such action would reasonably be expected to breach the fiduciary duties
owed by the Company Board to the stockholders of the Company under Delaware Law effect a Change of Board Recommendation with
respect to such Superior Proposal; provided , however , the Company Board may not withdraw, modify or amend the Company Board
Recommendation in a manner adverse to Parent pursuant to the foregoing provision unless:
i. the Company shall have provided prior written notice to Parent, at least five Business Days in advance (the Notice Period
), of the Companys intention to take such action with respect to such Superior Proposal (it being understood that the delivery of
such notice and any amendment or update thereto and the determination to so deliver such notice, update or amendment shall not, by
itself, constitute a Change of Board Recommendation or otherwise give rise to a Triggering Event), which notice shall specify in
reasonable detail the material terms and conditions of such Superior Proposal, (including the identity of the party making such
Superior Proposal) and shall have contemporaneously provided a complete unredacted copy of the relevant proposed or final
transaction agreements and documents with the party making such Superior Proposal, including the definitive agreement with respect
to such Superior Proposal; and
ii. prior to effecting such Change of Board Recommendation, the Company shall, and shall cause the Company Representatives
to, during the Notice Period, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments
in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal; and Parent
shall not have, within the aforementioned five Business Day period, made a written, binding and irrevocable (through the expiration
of such period) offer to modify the terms and conditions of this Agreement, which is set forth in a definitive written amendment to
this Agreement delivered to the Company and executed on behalf of Parent and the Purchaser, that the Company Board has in good
faith determined (after consultation with its outside legal counsel and its financial advisor) would cause such Acquisition Proposal to
cease to constitute a Superior Proposal. In the event of any revisions to the financial terms of or other material terms of the Superior
Proposal (including successive revisions), the Company shall be required to deliver a new written notice to Parent and to comply
with the requirements of this Section 5.3(f) with respect to such new written notice and to provide a new five Business Day Notice
Period.
(g) Nothing contained in this Section 5.3 shall prohibit the Company Board from (i) disclosing to the stockholders of the Company a
position contemplated by Rule 14e-2(a) or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or
(ii) making any disclosure to the stockholders of the Company that the Company Board determines in good faith (after consultation with its
outside legal counsel) are necessary to comply with its fiduciary duties under Delaware Law; provided , however , that the content of any
such disclosure shall be governed by the terms of this Agreement; and provided , further , that any such disclosure that does not contain an
express reaffirmation of the Company Board of this Agreement, the Offer and the Merger or an express rejection of any Acquisition
Proposal shall be deemed a Change of Board Recommendation; and provided , further , that this Section 5.3(g) shall not be deemed to
permit the Companys Board or any committee thereof to make a Change of Board Recommendation except as expressly permitted by
Sections 5.3(e) and (f) .

38
5.4 Appropriate Action; Consents; Filings .
(a) The Company and Parent shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action and do, or
cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the
transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses,
permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company or any of their respective
Subsidiaries, or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the
HSR Act), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions
contemplated herein, including without limitation the Offer and the Merger, (iii) as promptly as reasonably practicable, and in any event
within 10 Business Days after the date hereof, make all necessary filings, and thereafter make any other required submissions, and pay any
fees due in connection therewith, with respect to this Agreement, the Offer and the Merger required under (A) the Exchange Act, and any
other applicable federal or state securities Laws, (B) the HSR Act, (C) the Other Required Governmental Approvals and (D) any other
applicable Law and (iv) respond promptly and fully to any second request in connection with any filing under the HSR Act or similar
inquiry by any Governmental Entity; provided , that the Company and Parent shall cooperate with each other in connection with
(x) preparing and filing the Offer Documents, the Schedule 14D-9, the Proxy Statement and any Other Filings, (y) determining whether
any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Offer or the
Merger and (z) seeking any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall furnish
to each other all information required for any application or other filing under the rules and regulations of any applicable Law in
connection with the transactions contemplated by this Agreement. The parties shall as promptly as practicable after the date hereof (and in
any event within 10 Business Days after the date hereof; provided that if either the Company or Parent fails to furnish or cause to be
furnished such information and such other assistance as the other party or its agents may reasonably request in a timely manner to allow for
the parties to reasonably meet such 10 Business Day deadline, then the parties shall have a reasonable additional period of time in which to
make such joint filing as promptly as practicable after receiving such information and assistance from the relevant party), file a joint draft
notification in respect of this Agreement and the Offer and the Merger with the Committee on Foreign Investment in the United States (
CFIUS ) pursuant to Section 721(a) of the Exon-Florio Amendment to the Defense Production Act of 1950 (the Exon-Florio
Amendment ), with the formal joint filing made as soon as practicable thereafter within the minimum amount of time reasonably
necessary to address any questions or comments of CFIUS.
(b) The Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and
cause their respective Subsidiaries to use, their reasonable best efforts to obtain any third party consents, (i) necessary, proper or advisable
to consummate the transactions contemplated by this Agreement or (ii) required to be disclosed in the Company Disclosure Schedule or the
Parent Disclosure Schedule, as applicable.
(c) Without limiting the generality of anything contained in this Section 5.4 , each party hereto shall: (i) give the other parties prompt
notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental
Entity with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement; (ii) keep the other parties
informed as to the status of any such request, inquiry, investigation, action or legal proceeding; and (iii) promptly inform the other parties
of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding
the Offer or the Merger. Each party hereto will consult and cooperate with the other parties and will consider in good faith the views of the
other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or
submitted in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement. In addition, except as
may be prohibited by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation, action or legal
proceeding, each

39
party hereto will permit authorized representatives of the other parties to be present at each meeting or conference relating to such request,
inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or
proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation, action or legal proceeding.
(d) Each of Parent, the Purchaser and the Company shall (i) cooperate and coordinate with the other in the making of any filings or
submissions that are required to be made under any applicable Competition Laws or requested to be made by any Governmental Entity in
connection with the transactions contemplated by this Agreement, (ii) supply the other or its outside counsel with any information that may
be required or requested by any Governmental Entity in connection with such filings or submissions, and (iii) supply any additional
information that may be required or requested by the Federal Trade Commission, the Department of Justice or other Governmental Entities
in which any such filings or submissions are made under any applicable Competition Laws as promptly as practicable. Notwithstanding
anything to the contrary herein, nothing in this Agreement shall require Parent or any of its subsidiaries or affiliates to, and, except with the
prior written consent of Parent, the Company shall not take any action to and shall not allow any of the Company Subsidiaries to, consent
or proffer to divest, hold separate, or enter into any license or similar Contract with respect to, or agree to restrict the ownership or
operation of, any material business or assets of Parent, the Company or any of their respective subsidiaries.
(e) Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall give Parent or the
Purchaser, directly or indirectly, the right to control or direct the operations of the Company prior to the consummation of the Offer. Prior
to the consummation of the Offer, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete
control and supervision over its operations.
5.5 Certain Notices .
From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of (a) the
occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Offer, the
Merger or any other transaction contemplated by this Agreement not to be satisfied or (b) the failure of the Company or Parent, as the case may
be, to comply with or satisfy any representation or warranty, covenant, condition or agreement to be complied with or satisfied by it pursuant to
this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Offer, the Merger or
any other transaction contemplated by this Agreement not to be satisfied; provided , however , that the delivery of any notice pursuant to this
Section 5.5 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or
affect the remedies available hereunder to the party receiving such notice.
5.6 Public Announcements .
Each of the Company, Parent and the Purchaser agrees that no public release or announcement concerning the transactions contemplated
hereby shall be issued by any party without the prior written consent of the Company and Parent (which consent shall not be unreasonably
withheld or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable
United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to
make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such release or
announcement in advance of such issuance. The Company, Parent and the Purchaser agree that the press release announcing the execution and
delivery of this Agreement shall be a joint release of, and shall not be issued prior to the approval of each of, the Company and Parent.
5.7 Employee Benefit Matters .
(a) Parent shall provide, or shall cause to be provided, to those employees of the Company who continue to be employed by Parent
and Parent Subsidiaries (individually, Company Employee and

40
collectively, Company Employees ) (i) annual base salary or base wages for a period of twelve months following the Effective Time (or
any earlier termination of employment), (ii) benefits (including severance benefits) for a period of six months following the Effective Time
(or any earlier termination of employment), that are in each case no less favorable than the annual base salary or base wages and benefits
provided to such Company Employees immediately prior to the Effective Time.
(b) For purposes of eligibility to participate and levels of benefits (but not benefit accrual under any defined benefit plan or vesting
under any plan) under the employee benefit plans of Parent and the Parent Subsidiaries in which Company Employees first become eligible
to participate after the Effective Time (including any Company Benefit Plans) (the New Plans ), each Company Employee shall be
credited with his or her years of service with the Company and its predecessors before the Effective Time, to the same extent as such
Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which
such Company Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing
shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In
addition, subject to any required approval of any applicable insurance provider, Parent shall use its commercially reasonable efforts to
cause (i) each Company Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans that are
health or welfare benefit plans, and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to
any Company Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such
Company Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable
Company Benefit Plans in which such Company Employee participated immediately prior to the Effective Time. Parent shall cause any
eligible expenses incurred by any Company Employee and his or her covered dependents during the plan year that includes the Effective
Time to be taken into account for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to
such Company Employee and his or her covered dependents under any New Plan (to the extent such amounts would have been taken into
account for such requirements under any comparable Company Employee Plan prior to the Effective Time).
(c) From and after the Acceptance Time, the Company or the Surviving Corporation, as applicable, will, and Parent will cause the
Company or the Surviving Corporation to, honor, in accordance with their terms, all employment, severance and change of control
arrangements between the Company and any Company Employee.
(d) Effective as of the day immediately preceding the date that the Purchaser and the Company become part of the same controlled
group pursuant to Sections 414(b), (c), (m) or (o) of the Code (the Controlled Group Date ), unless otherwise directed in writing by
Parent at least ten Business Days prior to the Controlled Group Date, the Company shall take or cause to be taken all actions necessary
(including making all necessary payments to fund contributions due through the date of termination) to effect the termination of any and all
Company Benefit Plans intended to qualify as qualified cash or deferred arrangements under Section 401(k) of the Code (each, a 401(k)
Plan ).
(e) Nothing in this Agreement shall require the continued employment of any Person, and no provision of this Agreement shall
prevent Parent or the Surviving Corporation from amending or terminating any Company Benefit Plan.
(f) The Company and Parent acknowledge and agree that all provisions contained in this Section 5.7 with respect to employees are
included for the sole benefit of the respective parties and shall not create any right in any other Person, including any employees, former
employees, any participant in any Company Benefit Plan or any beneficiary thereof, nor shall require the Company to continue or amend
any particular benefit plan after the consummation of the transactions contemplated by this Agreement for any employee or former
employee of the Company, and any such plan may be amended or terminated in accordance with its terms and Applicable Law. No
provision of this Agreement shall be construed as in any way modifying or amending the provisions of any Company Benefit Plan.

41
5.8 Indemnification of Directors and Officers .
(a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold
harmless all past and present directors, officers and employees of the Company to the same extent such Persons are indemnified as of the
date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification
agreements, if any, in existence on the date of this Agreement with any directors, officers and employees of the Company arising out of
acts or omissions in their capacity as directors, officers or employees of the Company or any Company Subsidiary occurring at or prior to
the Effective Time. Parent and the Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred
in the defense of any claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this
Section 5.8(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification
agreements, if any, in existence on the date of this Agreement.
(b) For a period of six years from and after the Effective Time, Parent shall cause the certificate of incorporation and bylaws of the
Surviving Corporation to contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of
directors, officers and employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company
Certificate and the Company Bylaws. Parent shall cause the indemnification agreements, if any, in existence on the date of this Agreement
with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms
following the Effective Time.
(c) For six years from and after the Effective Time, Parent shall cause the Surviving Corporation to maintain for the benefit of the
Companys directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy
that provides coverage for events occurring prior to the Effective Time (the D&O Insurance ) that is substantially equivalent to and in
any event not less favorable in the aggregate than the Companys existing policy (true and complete copies which have been previously
provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided , however , that
the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual
premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence shall be deemed to have been
satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with
coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective
Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been
obtained prior to the Effective Time, Parent shall cause the Surviving Corporation to maintain such policies in full force and effect, and
continue to honor the obligations thereunder.
(d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and
assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such
assets, as the case may be, shall assume the obligations set forth in this Section 5.8 .
(e) The obligations under this Section 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee
to whom this Section 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom
this Section 5.8 applies shall be third party beneficiaries of this Section 5.8 ).
5.9 State Takeover Laws .
If any control share acquisition, fair price, business combination or other anti-takeover Laws becomes or is deemed to be applicable
to the Company, Parent or the Purchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto, or the
Support Agreements or any other transaction

42
contemplated by this Agreement, then the Company Board shall take all action necessary to render such Law inapplicable to the foregoing.
5.10 Parent Agreement Concerning the Purchaser .
Parent agrees to cause the Purchaser to comply with its obligations under this Agreement.
5.11 Section 16 Matters .
Prior to the Effective Time, the Company Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution
consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of the Company who is a covered Person of
the Company for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder ( Section 16 ) of Shares, Company
RSUs or Company Options pursuant to this Agreement, the Offer and the Merger shall be an exempt transaction for purposes of Section 16.
5.12 Rule 14d10(d) Matters .
Prior to the Acceptance Time, the Company (acting through the Compensation Committee of the Company Board) will take all such steps
as may be required to cause each agreement, arrangement or understanding entered into by the Company or the Company Subsidiaries on or after
the date hereof with any of its officers, directors or employees pursuant to which consideration is paid to such officer, director or employee to be
approved as an employment compensation, severance or other employee benefit arrangement within the meaning of Rule 14d10(d)(1) under
the Exchange Act and to satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d10(d) under the Exchange Act.
5.13 Litigation .
The Company shall keep Parent fully informed of the status of all litigation pending as of the date hereof or initiated after the date hereof
and shall consult with Parent and obtain Parents prior written consent (not to be unreasonably withheld, delayed or conditioned) on the relevant
defense strategy and shall timely and vigorously carry out such defense strategy. In addition, if any stockholder initiates any litigation against the
Company and its directors relating to the Offer, the Merger, this Agreement or the Support Agreements, the Company shall give Parent the
opportunity to participate in the defense or settlement of such stockholder litigation and no such settlement shall be agreed to without Parents
prior written consent (not to be unreasonably withheld, delayed or conditioned).
5.14 Financing . Parent and the Purchaser shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause
to be done, all things necessary, proper or advisable to consummate the Financing at or prior to the Acceptance Time, including using reasonable
best efforts to (i) maintain in effect the Financing and the Financing Commitments, (ii) enter into definitive financing agreements with respect to
the Financing and Financing Commitments, so that such agreements are in effect as promptly as practicable but in any event no later than the
Effective Time, (iii) satisfy on a timely basis all Financing Conditions, including by operating the businesses of Parent and the Purchaser in a
manner that will cause the satisfaction of Financing Conditions relating to the financial condition of such businesses, and (iv) in the event that
the Financing Conditions have been, or upon funding would be, satisfied, cause the financing providers to fund the full amount of the Financing.
Parent and Purchaser shall provide to the Company copies of all final documents relating to the Financing and shall keep the Company
reasonably informed of material developments in respect of the financing process relating thereto. If, notwithstanding the use of reasonable best
efforts by Parent and the Purchaser to satisfy its obligations under this Section 5.14, any of the Financing or the Financing Commitments (or any
definitive financing agreement relating thereto) expire or are terminated prior to the Acceptance Time, in whole or in part, for any reason, or all
or any portion of the Financing shall otherwise become unavailable so that Parent will not be able to comply with its obligations contained in this
Agreement, Parent and the Purchaser shall (i) promptly

43
notify the Company of such expiration, termination or other event and the reasons therefor, (ii) use their reasonable best efforts to promptly
arrange for alternative financing (which shall be in an amount sufficient to pay for the consummation of the transactions contemplated by this
Agreement) to replace the financing contemplated by such original commitments or agreements and (iii) use their reasonable best efforts to
promptly obtain a new financing commitment that provides for such alternate financing and promptly provide true and complete copies of all
agreements relating to such commitment. Upon obtaining any commitment for any such alternative financing, such financing shall be deemed to
be a part of the Financing and the commitment with respect thereto shall be deemed to be a part of the Financing Commitments for all
purposes of this Agreement. Parent shall keep the Company informed on a reasonably current basis of the status of their efforts to obtain the
Financing, provide the Company copies of all final documents relating to the Financing and provide the Company with prompt notice of any
breach by any party to the Financing Commitments of which Parent or the Purchaser becomes aware or any termination of the Financing
Commitments.
ARTICLE 6
CONDITIONS TO CONSUMMATION OF THE MERGER
6.1 Conditions to Obligations of Each Party Under This Agreement .
The respective obligations of each party to consummate the Merger shall be subject to the satisfaction or written waiver at or prior to the
Effective Time of each of the following conditions:
(a) This Agreement shall have been adopted and the Merger approved by the requisite vote of the stockholders of the Company, if
required by applicable Law.
(b) The Purchaser shall have accepted for payment and paid for the Shares validly tendered and not withdrawn pursuant to the Offer
pursuant to the Offer and the terms of this Agreement; provided , however , that neither Parent nor the Purchaser shall be entitled to assert
the failure of this condition if, in breach of this Agreement or the terms of the Offer, the Purchaser shall have failed to purchase any of the
Shares validly tendered and not withdrawn pursuant to the Offer.
(c) The consummation of the Merger shall not then be restrained, enjoined or prohibited by any order, judgment, decree, injunction
or ruling (whether temporary, preliminary or permanent) of a court of competent jurisdiction or any other Governmental Entity and there
shall not be in effect any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity
which prevents the consummation of the Merger.
ARTICLE 7
TERMINATION, AMENDMENT AND WAIVER
7.1 Termination .
This Agreement may be terminated, and the Merger and the other transactions contemplated hereby may be abandoned by action taken or
authorized by the Board of Directors of the terminating party or parties, whether before or after approval of the Merger by the stockholders of the
Company:
(a) By mutual written consent of Parent and the Company at any time prior to the Effective Time;
(b) By the Company, if Parent or Lender fails to fund any required draw under the Note within five Business Days of the requested
funding date set forth in the written notice from the Company to Lender pursuant to the Note;
(c) By either the Company or Parent, if the Offer (as it may have been extended pursuant to Section 1.1 ) expires as a result of the
non-satisfaction of any condition to the Offer set forth in Annex I or is

44
terminated or withdrawn pursuant to its terms without any Shares being purchased thereunder; provided , however , that the right to
terminate this Agreement pursuant to this Section 7.1(c) shall not be available to any party whose material breach of this Agreement has
been the primary cause or primarily resulted in the non-satisfaction of any condition to the Offer set forth in Annex I or the termination or
withdrawal of the Offer pursuant to its terms without any Shares being purchased thereunder;
(d) By either the Company or Parent, if any court of competent jurisdiction or other Governmental Entity shall have issued an order,
decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting (i) prior to the Acceptance Time, the
acceptance for payment of, or payment for, Shares pursuant to the Offer or (ii) prior to the Effective Time, the Merger, and such order,
decree, ruling or other action shall have become final and nonappealable (which order, decree, ruling or other action the party seeking to
terminate this Agreement shall have used its reasonable best efforts to resist, resolve or lift, as applicable, subject to the provisions of
Section 5.4 );
(e) By Parent, at any time prior to the Acceptance Time if a Triggering Event shall have occurred;
(f) Intentionally Omitted;
(g) By Parent or the Company, if the Acceptance Time shall not have occurred on or before the Outside Date; provided , however ,
that the right to terminate this Agreement pursuant to this Section 7.1(g) shall not be available to any party whose breach of this Agreement
has been the primary cause or primarily resulted in the failure of the Acceptance Time to have occurred on or before the Outside Date;
(h) By Parent, at any time prior to the Acceptance Time if: (i) there shall be an Uncured Inaccuracy in any representation or warranty
of the Company contained in this Agreement or breach of any covenant of the Company contained in this Agreement, in any case, such
that any condition to the Offer contained in paragraph (d)(iii) or (d)(iv) of Annex I is not or would reasonably be likely to not be satisfied,
(ii) Parent shall have delivered to the Company written notice of such Uncured Inaccuracy or breach and (iii) either such Uncured
Inaccuracy or breach is not capable of cure or at least 30 days shall have elapsed since the date of delivery of such written notice to the
Company and such Uncured Inaccuracy or breach shall not have been cured in all material respects; provided , however , that Parent shall
not be permitted to terminate this Agreement pursuant to this Section 7.1(h) if: (A) any material covenant of Parent or the Purchaser
contained in this Agreement shall have been breached in any material respect, and such breach shall not have been cured in all material
respects; or (B) there shall be an Uncured Inaccuracy in any representation or warranty of Parent or the Purchaser contained in this
Agreement; or
(i) By the Company, at any time prior to the Acceptance Time if: (i) there shall be an Uncured Inaccuracy in any representation or
warranty of Parent or the Purchaser contained in this Agreement or breach of any covenant of Parent or the Purchaser contained in this
Agreement that shall have had or is reasonably likely to have, individually or in the aggregate, a material adverse effect upon Parents or
the Purchasers ability to consummate the Offer or the Merger, (ii) the Company shall have delivered to Parent written notice of such
Uncured Inaccuracy or breach and (iii) either such Uncured Inaccuracy or breach is not capable of cure or at least 30 days shall have
elapsed since the date of delivery of such written notice to Parent and such Uncured Inaccuracy or breach shall not have been cured in all
material respects; provided , however , that the Company shall not be permitted to terminate this Agreement pursuant to this Section 7.1(i)
if: (A) any material covenant of the Company contained in this Agreement shall have been breached in any material respect, and such
breach shall not have been cured in all material respects; or (B) there shall be an Uncured Inaccuracy in any representation or warranty of
the Company contained in this Agreement.
7.2 Effect of Termination .
(a) In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1 , this Agreement shall
forthwith become void and there shall be no liability or obligation on the part of Parent, the Purchaser or the Company or their respective
Subsidiaries, officers or directors except

45
(a) with respect to Section 5.2(b) , this Section 7.2 and Article 8 and (b) with respect to any liabilities or damages incurred or suffered by a
party as a result of the willful and material breach by another party of any of its representations, warranties, covenants or other agreements
set forth in this Agreement.
(b) In the event that this Agreement is terminated pursuant to Section 7.1(e) , then the Company shall pay to Parent concurrent with
such termination, in the case of a termination by the Company, or within two Business Days thereafter, in the case of a termination by
Parent, a termination fee of $4 million plus 4% of any draw then funded under the Note (the Breakup Fee ).
(c) In the event that this Agreement is terminated pursuant to Section 7.1(c) , Section 7.1(g) or Section 7.1(h) , and prior to the date
of termination of this Agreement an Acquisition Proposal shall have been made known to the Company or an Acquisition Proposal shall
have been made to the stockholders of the Company generally or any Person shall have publicly announced an intention (whether or not
conditional) to make an Acquisition Proposal, and on or prior to the first anniversary of the termination of this Agreement (i) any
Acquisition Proposal is consummated or (ii) the Company enters into a definitive written agreement with respect to any Acquisition
Proposal, then concurrent with the first to occur of such events, the Company shall pay Parent the Breakup Fee (provided that for purposes
of this Section 7.2(c) , the term Acquisition Proposal shall have the meaning assigned to such term in Section 8.4 , except that the
references to 15% or more shall be deemed to be references to 50% or more).
(d) All payments under this Section 7.2 shall be made by wire transfer of immediately available funds to an account designated in
writing by Parent. Each of the Company, Parent and the Purchaser acknowledges that (i) the agreements contained in this Section 7.2 are
an integral part of the transactions contemplated by this Agreement, (ii) without these agreements, Parent, the Purchaser and the Company
would not enter into this Agreement and (iii) the Breakup Fee is not a penalty, but rather is liquidated damages in a reasonable amount that
will compensate Parent and the Purchaser in the circumstances in which such Breakup Fee is payable. Accordingly, if the Company fails
promptly to pay any amount due pursuant to Section 7.2 and, in order to obtain such payment, Parent commences a suit that results in a
judgment against the Company for such amount, the Company shall pay to Parent its Expenses in connection with such suit and any appeal
relating thereto, together with interest on the amount owed pursuant to Section 7.2 at the prime rate of Citibank, N.A. in effect on the date
such payment was required to be made.
(e) In the event that this Agreement is terminated pursuant to Section 7.1(e) or Section 7.1(h) , then the Company shall not (i) enter
into a definitive written agreement with respect to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or
(ii) consummate any Acquisition Proposal (the events in the preceding clause (i) or (ii), a Specified Acquisition Transaction ), unless
and until the Person or Persons who is or are party to or involved in such Specified Acquisition Transaction shall have first assumed (by
way of a written instrument in form and substance reasonably satisfactory to Parent) all of Parents and Lenders obligations under the
Note and shall have repaid to Lender in cash any draws that have been funded under the Note (provided that for purposes of this
Section 7.2(e) , the term Acquisition Proposal shall have the meaning assigned to such term in Section 8.4 , except that the references to
15% or more shall be deemed to be references to 50% or more). The foregoing is in addition to, and not in limitation of, any rights of
Parent or Lender under the Note. Lender is an express intended third party beneficiary of this Section 7.2(e) with the right to enforce this
Section 7.2(e).
7.3 Amendment .
Subject to Section 1.3(c) , this Agreement may be amended by the Company, Parent and the Purchaser by action taken by or on behalf of
their respective Boards of Directors at any time prior to the Effective Time; provided , however , that, after approval of the Merger by the
Companys stockholders, no amendment may be made which, by Delaware Law, requires further approval by such stockholders. This
Agreement may not be amended except by an instrument in writing signed by the parties hereto.

46
7.4 Waiver .
Subject to Section 1.3(c) , at any time prior to the Effective Time, Parent and the Purchaser, on the one hand, and the Company, on the
other hand, may (i) extend the time for the performance of any of the obligations or other acts of the other, (ii) waive any Uncured Inaccuracies
in the representations and warranties of the other contained herein or in any document delivered pursuant hereto and (iii) waive compliance by
the other with any of the agreements or conditions contained herein; provided , however , that after any approval of this Agreement by the
Companys stockholders, there may not be any extension or waiver of this Agreement which decreases the Merger Consideration or which
adversely affects the rights of the Companys stockholders hereunder without the approval of such stockholders. Any such extension or waiver
shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby, but such extension or waiver or
failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.
ARTICLE 8
GENERAL PROVISIONS
8.1 Non-Survival of Representations and Warranties .
None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the
Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the
Effective Time.
8.2 Fees and Expenses .
Subject to Section 7.2 , all Expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred the
same.
8.3 Notices .
Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement shall be in
writing and shall be deemed to have been duly given (i) when delivered or sent if delivered in Person or sent by facsimile transmission (provided
confirmation of facsimile transmission is obtained), (ii) on the fifth Business Day after dispatch by registered or certified mail, (iii) on the next
Business Day if transmitted by national overnight courier or (iv) on the date delivered if sent by email (provided confirmation of email receipt is
obtained), in each case as follows:
If to Parent or the Purchaser, addressed to it at:
BGI-Shenzhen
Beishan Industrial Zone
Yantian District, Shenzhen, 518083
Peoples Republic of China
Attention: Wang Jun
Facsimile No.: 011-86-755-2527-3620
with a copy to (for information purposes only):
OMelveny & Myers LLP
Two Embarcadero Center, 28 Floor
San Francisco, California 94111
Attention: Paul Scrivano, Esq.
Facsimile No.: (415) 984-8701

47
th
and
OMelveny & Myers LLP
Plaza 66, Tower 1, 37th Floor
1266 Nanjing Road West
Shanghai 200040
Peoples Republic of China
Attention: Wendy Pan, Esq.
Facsimile No.: 011-86-21-2307-7300
If to the Company, addressed to it at:
Complete Genomics, Inc.
2071 Stierlin Court
Mountain View, California 94043
Attn: Chief Financial Officer
Facsimile No.: (650) 396-5305
with a copy to (for information purposes only):
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94062
Attention: Alan C. Mendelson
Facsimile No.: (650) 463-2600
8.4 Certain Definitions .
For purposes of this Agreement, the term:
Acceptable Confidentiality Agreement means a confidentiality agreement that contains confidentiality provisions that are no less
favorable in the aggregate to the Company than those contained in the Confidentiality Agreement.
Acquisition Proposal means any offer or proposal concerning any (a) merger, consolidation, share exchange, liquidation, dissolution,
recapitalization, reorganization or other business combination or similar transaction involving the Company, (b) sale, lease, mortgage, exclusive
license, or other disposition of assets of the Company (including Equity Interests of a Company Subsidiary) or any Company Subsidiary
representing 15% or more of the consolidated assets of the Company and the Company Subsidiaries, (c) issuance or sale by the Company of
Equity Interests representing 15% or more of the voting power of the Company, (d) transaction in which any Person will acquire beneficial
ownership or the right to acquire beneficial ownership or any group has been formed which beneficially owns or has the right to acquire
beneficial ownership of, Equity Interests representing 15% or more of the voting power of the Company or (e) any combination of the foregoing
(in each case, other than the Offer and the Merger).
affiliate means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, the first-mentioned Person.
beneficial ownership (and related terms such as beneficially owned or beneficial owner) has the meaning set forth in Rule 13d-3
under the Exchange Act.
Blue Sky Laws means any state securities, blue sky or takeover law.
Business means the business conducted by the Company or the Company Subsidiaries in the design, development, research, use and
manufacture of the Company Product.

48
Business Day has the meaning set forth in Rule 14d-1(g)(3) of the Exchange Act.
CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601 et seq.).
Code means the Internal Revenue Code of 1986, as amended.
Company Benefit Plans means all employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ( ERISA ) and all material bonus, stock option, stock purchase, restricted stock or unit, incentive, deferred
compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all
material employment, termination, severance or other contracts or agreements to which the Company or any Company Subsidiary is a party, with
respect to which the Company or any Company Subsidiary has any obligation or liability (contingent or otherwise) or which are maintained,
contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director or
consultant of the Company or any Company Subsidiary.
Company Material Adverse Effect means any change, event, development, condition, occurrence or effect (x) that prevents or
materially delays, or would reasonably be expected to prevent or materially delay, consummation of the Offer or the Merger or performance by
the Company of any of its material obligations under this Agreement or (y) that is, or would reasonably be expected to be, materially adverse to
the business, financial condition, assets, liabilities or results of operations of the Company and the Company Subsidiaries, taken as a whole;
provided , however , that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and that none of the
following shall be taken into account for purposes of the preceding clause (y) in determining whether there has been or will be, a Company
Material Adverse Effect: (a) any change generally affecting the economy, financial markets or political, economic or regulatory conditions in the
United States or any other geographic region in which the Company and the Company Subsidiaries conduct business to the extent the Company
and the Company Subsidiaries are not materially and disproportionately affected thereby relative to other companies in the life sciences industry;
(b) general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, to the extent the
Company and the Company Subsidiaries are not materially and disproportionately affected thereby relative to other companies in the life
sciences industry; (c) any change attributable to the negotiation, execution, announcement, pendency or pursuit of the transactions contemplated
hereby, including the Offer and the Merger, including any litigation resulting therefrom, any cancellation of or delays in customer orders, and
any disruption in supplier, distributor, partner or similar relationships; (d) any change arising from or relating to compliance with the terms of
this Agreement, or action taken, or failure to act, to which Parent has consented; (e) acts of war (whether or not declared), the commencement,
continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material
worsening of such conditions threatened or existing as of the date of this Agreement; (f) any hurricane, earthquake, flood, or other natural
disasters or acts of God; (g) changes in Laws after the date hereof, to the extent the Company and the Company Subsidiaries are not materially
and disproportionately affected thereby relative to other companies in the life sciences industry; (h) changes in GAAP after the date hereof, to
the extent the Company and the Company Subsidiaries are not materially and disproportionately affected thereby relative to other companies in
the life sciences industry; (i) the declaration (in and of itself) by any lender of the Company of an event of default under any of the Companys
existing credit facilities, provided that no lender or creditor takes any action to foreclose on collateral and no lender or creditor otherwise initiates
a suit, action or proceeding against the Company as a result of such default (unless such default resulted from the failure of Parent to fund an
advance under the Note when required to do so under the Note, in which case the foregoing proviso shall not apply to such default), or the
inability of the Company to pay any of its debts or obligations as they become due (in and of itself), provided that no lender or creditor takes any
action to foreclose on collateral and no lender or creditor otherwise initiates a suit, action or proceeding against the Company (unless such
inability resulted from the failure of Parent to fund an advance under the Note when required to do so under the Note, in which case the
foregoing proviso shall not

49
apply to such inability) (it being understood that the facts and circumstances giving rise to such declaration or inability may be deemed to
constitute, and may be taken into account in determining whether there has been, a Company Material Adverse Effect if such facts and
circumstances are not otherwise described in clauses (a)-(h), (j) or (k) of the definition); (j) any failure by the Company to meet any published or
internally prepared estimates of revenues, earnings or other economic performance for any period ending on or after the date of this Agreement
(it being understood that the facts and circumstances giving rise to such failure may be deemed to constitute, and may be taken into account in
determining whether there has been, a Company Material Adverse Effect if such facts and circumstances are not otherwise described in clauses
(a)-(i) or (k) of the definition); or (k) a decline in the price of the Company Common Stock on the Nasdaq (it being understood that the facts and
circumstances giving rise to such decline may be deemed to constitute, and may be taken into account in determining whether there has been, a
Company Material Adverse Effect if such facts and circumstances are not otherwise described in clauses (a)-(j) of the definition).
Company Product means those services being performed by the Company as of the date hereof or contemplated to be performed by the
Company, consisting of the performance of complete human genome sequencing on customer samples using the Companys DNB Array, cPAL
Read and/or Long Fragment Read technologies, applying the Companys proprietary assembly software with advanced data analysis algorithms
and statistical modeling techniques to reconstruct the whole human genome from billions of base reads, applying the Companys analysis
software to identify key differences, or variants, in each genome and delivering comprehensive data files that list all the variant calls,
annotations, evidence for calls, and the calls and underlying reads and mappings to customers in multiple formats.
Competition Law any merger control law or regulation that is applicable to the transactions contemplated by this Agreement.
Contracts means any contract, agreement, indenture, note, bond, loan, license, instrument, lease or any other legally binding
commitment, plan or arrangement, whether oral or written.
control (including the terms controlled by and under common control with) means the possession, directly or indirectly or as
trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of
stock or as trustee or executor, by Contract or credit arrangement or otherwise.
cPAL Read means the Companys proprietary combinatorial probe-anchor ligation read technology, as initially described in Drmanac
et al., Science 327:78-81, 2010 and further developed by the Company.
DNB Array the Companys proprietary NDA nanoball technology as initially described in Drmanac et al., Science 327:78-81, 2010 and
further developed by the Company.
Environmental Laws means any and all international, federal, state, local or foreign Laws, statutes, ordinances, regulations, treaties,
policies, guidance, rules, judgments, orders, writs, court decisions or rule of common law, stipulations, injunctions, consent decrees, permits,
restrictions and licenses, which (a) regulate or relate to the protection or clean up of the environment; the use, treatment, storage, transportation,
handling, disposal or release of Hazardous Substances, the preservation or protection of waterways, groundwater, drinking water, air, wildlife,
plants or other natural resources; or the health and safety of Persons or property, including protection of the health and safety of employees; or
(b) impose liability or responsibility with respect to any of the foregoing, including CERCLA, or any other law of similar effect.
Environmental Permits means any permit, approval, identification number, license and other authorization required under any
applicable Environmental Law.

50
Equity Interest means any share, capital stock, partnership, member or similar interest in any Person, and any option, warrant, right or
security (including debt securities) convertible, exchangeable or exercisable thereto or therefor.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate of any entity means any other entity which, together with such entity, would be treated as a single employer under
Section 414 of the Code.
Expenses includes all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financing
sources, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf in connection with or related to the
authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including the
preparation, printing, filing and mailing of the Offer Documents, Schedule 14D-9 and Proxy Statement and any solicitation of stockholder
approvals and all other matters related to the transactions contemplated by this Agreement.
FDA means the United States Food and Drug Administration.
GAAP means generally accepted accounting principles as applied in the United States.
Governmental Entity means any nation, federal, state, county municipal, local or foreign government, or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government.
group has the meaning ascribed to in the Exchange Act, except where the context otherwise requires.
Hazardous Substances means any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or
flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation,
control or remediation under any Environmental Laws, including without limitation, any quantity of asbestos in any form, urea formaldehyde,
PCBs, radon gas, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products or derivatives.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.
Intellectual Property Rights means all (a) U.S. and foreign patents and patent applications and disclosures relating thereto (and any
patents that issue as a result of those patent applications), and any renewals, reissues, reexaminations, extensions, continuations, continuations-
in-part, divisions and substitutions relating to any of the patents and patent applications, as well as all related foreign patent and patent
applications that are counterparts to such patents and patent applications, (b) U.S. and foreign trademarks, service marks, trade dress, logos, trade
names and corporate names, whether registered or unregistered, and the goodwill associated therewith, together with any registrations and
applications for registration thereof, (c) U.S. and foreign copyrights and rights under copyrights, whether registered or unregistered, including
moral rights, and any registrations and applications for registration thereof, (d) U.S. and foreign mask work rights and registrations and
applications for registration thereof, (e) rights in databases and data collections (including knowledge databases, customer lists and customer
databases) under the laws of the United States or any other jurisdiction, whether registered or unregistered, and any applications for registration
therefor; (f) trade secrets and other rights in know-how and confidential or proprietary information (including any business plans, designs,
specifications, technical data, customer data, financial information, pricing and cost information, bills of material, or other similar information),
(g) URL and domain name registrations, (h) inventions (whether or not patentable) and improvements thereto, (i) all claims and causes of action
arising out of or related to infringement or misappropriation of any of the foregoing and (j) other proprietary or intellectual property rights now
known or hereafter recognized in any jurisdiction.

51
Intervening Event means a material event, change or development with respect to the Company and the Company Subsidiaries taken as
a whole arising after the date of this Agreement, which is (i) unknown to, nor reasonably foreseeable by, the Company Board as of or prior to the
date of this Agreement and (ii) becomes known to or by the Company Board prior to the Acceptance Time; provided , however , that in no event
shall the receipt of an Acquisition Proposal or Superior Proposal constitute an Intervening Event.
IRS means the United States Internal Revenue Service.
knowledge of a Person means actual knowledge of any senior executive officer of the Person, without any special search or inquiry.
Law means any federal, state, local or foreign law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award,
injunction, decree or arbitration award or finding.
Lien means any lien, mortgage, pledge, conditional or installment sale agreement, encumbrance, covenant, condition, restriction,
charge, option, right of first refusal, easement, security interest, deed of trust, right-of-way, encroachment, community property interest or other
claim or restriction of any nature, whether voluntarily incurred or arising by operation of Law (including any restriction on the voting of any
security, any restriction on the transfer of any security or other asset, and any restriction on the possession, exercise or transfer of any other
attribute of ownership of any asset).
Long Fragment Read means the Companys proprietary Long Fragment Read (LFR) technology for whole genome sequencing.
on a fully diluted basis means, (i) the number of Shares outstanding, plus (ii) the number of Shares the Company is required to issue on
or prior to the Outside Date pursuant to options, rights or other obligations outstanding at any date on or prior to the Outside Date under any
employee stock option or other benefit plans or otherwise (assuming all options and other rights to acquire or obligations to issue such Shares are
fully vested and exercisable and all Shares issuable at any time have been issued), including, without limitation, pursuant to the Company Stock
Option Plans.
Other Filings means all filings made by, or required to be made by, the Company with the SEC, other than the Schedule 14D-9 and the
Proxy Statement.
Open Source Code means any software code that is distributed as free software or open source software or is otherwise distributed
publicly in source code form under terms that permit modification and redistribution of such software.
Parent Material Adverse Effect means any change, event, development, condition, occurrence or effect that prevents or materially
delays, or would reasonably be expected to prevent or materially delay, consummation of the Offer or the Merger or performance by Parent or
the Purchaser of any of their material obligations under this Agreement.
Permitted Liens means (a) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings,
and (b) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction or similar liens or other
encumbrances arising by operation of Law.
Person means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other
entity or group (as defined in Section 13(d) of the Exchange Act).
Regulatory Authority means any national (e.g., the FDA), supra-national (e.g., the European Commission, the Council of the European
Union, or the European Agency for the Evaluation of Medicinal Products), regional, state or local regulatory agency, department, bureau,
commission, council or other Governmental Body involved in the granting of a regulatory approval for such country or countries.

52
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Software means computer software, programs and databases in any form, including Internet web sites, web content and links, source
code, executable code, tools, menus, and all versions, updates, corrections, enhancements and modifications thereof, and all related
documentation related thereto.
Subsidiary of Parent, the Company or any other Person means any corporation, partnership, joint venture or other legal entity of which
Parent, the Company or such other Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or
indirectly, a majority of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of
directors or other governing body of such corporation, partnership, joint venture or other legal entity.
Superior Proposal means a bona fide written proposal for a merger or consolidation, or a tender offer or exchange offer, to acquire at
least 85% of the outstanding shares of Company Common Stock made by a third party that, taking into account the financial, legal, regulatory
and other aspects of such proposal, (i) in the good faith judgment of the Company Board, after consultation with outside legal counsel and its
independent financial advisor, would, if consummated, result in a transaction that is more favorable to the Companys stockholders, from a
financial point of view, than the Offer and the Merger (after giving effect to all adjustments to the terms thereof which may be irrevocably
offered by Parent pursuant to Section 5.3(f) ) and (ii) is reasonably capable of being consummated on the terms proposed.
Taxes means any and all taxes, fees, levies, duties, tariffs, imposts and other charges in the nature of a tax (together with any and all
interest, penalties and additions thereto) imposed by any Governmental Entity, including income, franchise, windfall or other profits, gross
receipts, property, sales, use, net worth, capital stock, payroll, employment, social security, workers compensation, unemployment
compensation, excise, withholding, ad valorem, stamp, transfer, value-added and gains tax.
Tax Return means any report, return (including information return), claim for refund, election or declaration required to be supplied to
any Governmental Entity with respect to Taxes, including any schedule or attachment thereto, and including any amendments thereof.
Technology means tangible embodiments of Intellectual Property Rights, whether in electronic, written or other media, including
Software, technical documentation, specifications, designs, build instructions, test reports, schematics, algorithms, formulae, test vectors,
databases, lab notebooks, processes, prototypes, materials, samples, studies, or other know-how and other works of authorship.
Treasury Regulations shall mean regulations promulgated by the United States Department of the Treasury under the Code.
Triggering Event shall be deemed to have occurred if: (i) an Adverse Recommendation Change occurs; (ii) the Company shall have
failed to include in the Schedule 14D-9 or the Proxy Statement the Company Board Recommendation or a statement to the effect that the
Company Board of Directors has determined that each of the Offer and the Merger is in the best interests of the Companys stockholders;
(iii) the Company Board shall have publicly recommended to its stockholders any Acquisition Proposal; (iv) the Company shall have entered
into any letter of intent or any Contract relating to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement); (v) a tender
or exchange offer relating to securities of the Company shall have been commenced, and the Company shall not have sent to its securityholders,
within ten Business Days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends
rejection of such tender or exchange offer; (vi) the Company shall have materially breached the terms of Section 5.3 ; or (vii) the Company shall
have failed to publicly reaffirm its recommendation to its stockholders of the Offer and the Merger within ten Business Days after receiving a
written request from Parent to do so; or (viii) the Company shall publicly propose to do any of the foregoing.

53
Uncured Inaccuracy with respect to a representation or warranty of a party to the Agreement as of a particular date shall be deemed to
exist only if such representation or warranty shall be inaccurate as of such date as if such representation or warranty were made as of such date,
and the inaccuracy in such representation or warranty shall not have been cured in all material respects since such date; provided , however , that
if such representation or warranty by its terms speaks as of the date of the Agreement or as of another particular date, then there shall not be
deemed to be an Uncured Inaccuracy in such representation or warranty unless such representation or warranty shall have been inaccurate as of
the date of the Agreement or such other particular date, respectively, and the inaccuracy in such representation or warranty shall not have been
cured in all material respects since such date.
8.5 Terms Defined Elsewhere .
The following terms are defined elsewhere in this Agreement, as indicated below:


54
401(k) Plan Section 5.7(d)
Agreemen t Preamble
Acceptance Time Section 1.3(a)
Book-Entry Shares Section 2.2(b)
Breakup Fee Section 7.2(b)
Certificate of Merger Section 1.5
Certificates Section 2.2(b)
Change of Board Recommendation Section 5.3(d)
Closing Section 1.5
Closing Date Section 1.5
Company Preamble
Company Board Recitals
Company Board Recommendation Recitals
Company Bylaws Section 3.1(b)
Company Certificate Section 3.1(b)
Company Common Stock Recitals
Company Compensation Arrangement Section 3.13(d)
Company Disclosure Schedule Article 3
Company Employees Section 5.7(a)
Company Financial Advisor Section 3.22
Company Financial Statements Section 3.7(a)
Company Material Contract Section 3.14(a)
Company Options Section 2.4(a)
Company Permits Section 3.6(a)
Company Preferred Stock Section 3.2(a)
Company Representatives Section 5.2(a)
Company RSUs Section 2.4(b)
Company SEC Documents Section 3.7(a)
Company Stock Option Plans Section 2.4(a)
Company Stockholder Approval Section 3.23
Company Subsidiary Section 3.1(a)
Company Warrants Section 2.5
Confidentiality Agreement Section 5.2(b)
Continuing Directors Section 1.3(c)
Controlled Group Date Section 5.7(d)
D&O Insurance Section 5.8(c)
DGCL Recitals
Dissenting Shares Section 2.3

55
Effective Time Section 1.5
ESPP Section 2.6
Exchange Act Section 1.1(a)
Expiration Date Section 1.1(d)
HSR Condition Annex I
Initial Expiration Date Section 1.1(d)
Insurance Policies Section 3.19
Intervening Event Notice Period Section 5.3(e)(i)
Leased Real Property Section 3.21(a)
Material Intellectual Property Section 3.17(b)
Merger Recitals
Merger Consideration Section 2.1(a)
Minimum Condition Section 1.1(a)
Nasdaq Section 1.3(a)
New Plans Section 5.7(b)
Note
Notice Period
Recitals
Section 5.3(f)(i)
Offer Recitals
Offer Documents Section 1.1(h)
Offer Price Recitals
Offer to Purchase Section 1.1(c)
Option Payments Section 2.4(a)
Other Interested Party Section 5.3(b)
Other Required Governmental Approvals Annex I
Outside Date Section 1.1(e)
Owned Software Section 3.17(g)
Parent Preamble
Parent Disclosure Schedule Article 4
Parent Representatives Section 5.2(a)
Parent Subsidiary Section 4.3(a)
Paying Agent Section 2.2(a)
Promissory Note Section 1.8(a)
Proxy Statement Section 1.6(a)
Purchaser Preamble
Purchaser Common Stock Section 2.1(c)
RSU Payments Section 2.4(b)
Sarbanes-Oxley Act Section 3.7(a)
Schedule 14D-9 Section 1.2(a)
Schedule TO Section 1.1(h)
SEC Section 1.1(e)
Section 16 Section 5.11
Shares Recitals
Short Form Threshold Section 1.7
Special Meeting Section 1.6(b)
Specified Governmental Entity Annex I
Support Agreement Recitals
Surviving Corporation Section 1.4(a)
Top-Up Closing Section 1.8(c)
Top-Up Exercise Notice Section 1.8(c)
Top-Up Notice Receipt Section 1.8(c)
Top-Up Option Section 1.8(a)
Top-Up Option Shares Section 1.8(a)
Warrant Payments Section 2.5
8.6 Headings .
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
8.7 Severability .
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are
fulfilled to the extent possible.
8.8 Entire Agreement .
This Agreement (together with the Annex, Exhibits, Parent Disclosure Schedules and Company Disclosure Schedules and the other
documents delivered pursuant hereto) and the Confidentiality Agreement constitute the entire agreement of the parties and supersede all prior
agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and, except as
otherwise expressly provided herein, are not intended to confer upon any other Person any rights or remedies hereunder.
8.9 Assignment .
The Agreement shall not be assigned by any party by operation of Law or otherwise without the prior written consent of the other parties,
provided , that Parent or the Purchaser may assign any of their respective rights and obligations to any direct or indirect Subsidiary of Parent, but
no such assignment shall relieve Parent or the Purchaser, as the case may be, of its obligations hereunder and provided , further , that in
connection with any assignment under this Section 8.9 to a Person that is not organized under the laws of the United States or any state thereof,
that would increase the amount, if any, required to be deducted or withheld from amounts payable or otherwise deliverable pursuant to this
Agreement to the holders or former holders of Company Common Stock, Company Options, Company RSUs or Company Warrants under the
Tax Law of a jurisdiction outside the United States, such assignment shall be null and void unless Parent, Purchaser and the applicable assignee
specifically agree that the Surviving Corporation shall, or shall cause the Paying Agent to, pay to the applicable holder or former holder of
Company Common Stock, Company Options, Company RSUs or Company Warrants, as applicable, such additional amounts as necessary to
ensure that such holder or former holder receives the same amount that would otherwise have been received if no such deduction and
withholding had been made.
8.10 Parties in Interest .
This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and assigns, and
nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement except for the individuals referenced in Section 5.8 and Lender with respect to Section 7.2(e).
Notwithstanding the foregoing, following the Effective Time the provisions of Article 2 shall be enforceable by stockholders of the Company to
the extent necessary to receive the Merger Consideration to which each such stockholder is entitled pursuant to Article 2. No covenant or other
undertakings in this Agreement shall constitute an amendment to any employee benefit plan, program, policy or arrangement, and any covenant
or undertaking that suggests that an employee benefit plan, program, policy or arrangement will be amended shall be effective only upon the
adoption of a written amendment in accordance with the amendment procedures of such plan, program, policy or arrangement.

56
8.11 Mutual Drafting; Interpretation.
Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations
between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. For
purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender
shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall
include masculine and feminine genders. As used in this Agreement, the words include and including, and variations thereof, shall not be
deemed to be terms of limitation, but rather shall be deemed to be followed by the words without limitation. Except as otherwise indicated, all
references in this Agreement to Sections, Exhibits, Annexes and Schedules are intended to refer to Sections of this Agreement and
Exhibits, Annexes and Schedules to this Agreement. All references in this Agreement to $ are intended to refer to U.S. dollars. Unless
otherwise specifically provided for herein, the term or shall not be deemed to be exclusive. The term will shall be construed to have the
same meaning as the word shall.
8.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.
(a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without regard to
laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause
the application of the Laws of any jurisdiction other than the State of Delaware.
(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of any Delaware State court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the
transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties
hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any
claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by
law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any such action or proceeding in any such Delaware State or Federal court and (iv) waives, to the
fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
Delaware State or Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this
Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.3 . Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other manner permitted by Law.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE
AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF SUCH WAIVERS, (III) IT

57
MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12(c) .
8.13 Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
8.14 Specific Performance.
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or
any state having jurisdiction, this being in addition to any other remedy to which they are entitled at Law or in equity.
8.15 Non-Recourse.
Any claim or cause of action based upon, arising out of, or related to this Agreement may only be brought against Persons that are
expressly named as parties hereto, and then only with respect to the specific obligations set forth herein. No former, current or future direct or
indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, affiliates, members, managers, general or
limited partners or assignees of the Company, Parent or the Purchaser or any of their respective affiliates shall have any liability or obligation for
any of the representations, warranties, covenants, agreements, obligations or liabilities of the Company, Parent or the Purchaser under this
Agreement or of or for any action, suit, arbitration, claim, litigation, investigation, or proceeding based on, in respect of, or by reason of, the
transactions contemplated hereby (including the breach, termination or failure to consummate such transactions), in each case whether based on
Contract, tort, strict liability, other Laws or otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a party hereto or
another Person or otherwise.
[SIGNATURE PAGES FOLLOW]

58
IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this Agreement to be executed as of the date first written
above by their respective officers thereunto duly authorized.



BGI-Shenzhen
By: /s/ Wang Jun
a duly authorized signatory
Beta Acquisition Corporation
By: /s/ Yin Ye
a duly authorized signatory
Complete Genomics, Inc.
By: /s/ Clifford A. Reid
a duly authorized signatory
ANNEX I
CONDITIONS TO THE OFFER
Notwithstanding any other provisions of the Offer and in addition to the Purchasers rights to extend, amend or terminate the Offer in
accordance with the provisions of the Merger Agreement and applicable Law, the Purchaser shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly
tendered Shares and may delay the acceptance for payment of or, subject to the restrictions referred to above, the payment for, any validly
tendered Shares, if (a) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) any waiting period under the HSR Act
applicable to the transactions contemplated by the Merger Agreement has not expired or terminated at or prior to the Expiration Date (the HSR
Condition ), (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or
mandated filing shall not have lapsed or been made at or prior to the Expiration Date or (d) any of the following events, conditions, state of facts
or developments exists or has occurred and is continuing at the Expiration Date:
(i) there shall be pending any Action by any U.S. Governmental Entity or any Specified Governmental Entity (A) against Parent, the
Purchaser, the Company or any Company Subsidiary or (B) otherwise in connection with the Offer or the Merger, in either case (1) challenging
the acquisition by Parent or the Purchaser of any Shares pursuant to the Offer or seeking to make illegal, restrain or prohibit the making or
consummation of the Offer or the Merger, (2) seeking to prohibit or impose material limitations on the ability of Parent or the Purchaser, or
otherwise to render Parent or the Purchaser unable, to accept for payment, pay for or purchase any or all of the Shares pursuant to the Offer or
the Merger, or seeking to require divestiture of any or all of the Shares to be purchased pursuant to the Offer or in the Merger, (3) (x) seeking to
prohibit or impose any material limitations on the ownership or operation by Parent, the Company or any of their respective Subsidiaries, of all
or any material portion of the Business or the businesses or assets of Parent and its Subsidiaries, taken as a whole, as a result of or in connection
with the Offer or the Merger, or (y) otherwise seeking to compel Parent, the Company or any of their respective Subsidiaries to divest, dispose
of, license or hold separate any material portion of the Business or the businesses or assets of Parent and its Subsidiaries, taken as a whole, as a
result of or in connection with the Offer or the Merger, or (z) seeking to impose any material limitations on the ability of Parent, the Company
and its Subsidiaries to conduct their respective businesses or own their respective assets, as a result of or in connection with the Offer or the
Merger, (4) seeking to make illegal, restrain, prohibit or impose any material limitations on the ability of Parent or the Purchaser to effectively
acquire, hold or exercise full rights of ownership of the Shares to be purchased pursuant to the Offer or otherwise in the Merger, including the
right to vote the Shares purchased by it on all matters properly presented to the stockholders of the Company or (5) which would reasonably be
expected to have a Company Material Adverse Effect;
(ii) there shall be any Law enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative
interpretation by or on behalf of a Government Entity with respect to the Offer or the Merger, or any other action shall be taken by any
Governmental Entity, other than the application to the Offer or the Merger of applicable waiting periods under the HSR Act or similar waiting
periods with respect to the Other Required Governmental Approvals, that (x) is reasonably likely, individually or in the aggregate, to result,
directly or indirectly, in any of the consequences referred to in clauses (1) through (5) of paragraph (d)(i) above, or (y) has the effect of making
the Offer or the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Offer or the Merger or any
other transactions contemplated by the Merger Agreement;
(iii)(A) any representation or warranty of the Company contained in Sections 3.2 , 3.3 , 3.23 or 3.24 of the Merger Agreement shall fail to
be true and correct in all material respects, as of the date of the Merger Agreement or as of the Expiration Date with the same force and effect as
if made on and as of such date, except for representations and warranties that relate to a specific date or time (which need only be true and
correct in all material respects as of such date or time), or (B) any other representation or warranty of the Company contained in the Merger
Agreement (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other
qualifications based upon the concept of materiality or similar phrases contained therein) shall fail to be true and correct in any respect as of the
date of the Merger Agreement or as of
the Expiration Date with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a
specific date or time (which need only be true and correct as of such date or time), except as has not had and would not reasonably be expected
to have, individually or in the aggregate with all other failures to be true or correct, a Company Material Adverse Effect; provided , however ,
that (1) inaccuracies as of the date of the Merger Agreement with respect to (A) the total number of shares of Company Common Stock
outstanding set forth in clause (i) of the first sentence of Section 3.2(a) , (B) the total number of shares of Company Common Stock subject to
outstanding Company Options, Company RSUs and Company Warrants set forth in the first sentence of Section 3.2(b) or Section 3.2(c) , and
(C) the exercise prices with respect to the outstanding Company Options pursuant to Section 3.2(f)(v) of the Company Disclosure Schedule,
would when considered collectively cause the aggregate amount required to be paid by Parent or the Purchaser to the holders of outstanding
Company Common Stock, Company Options, Company RSUs and Company Warrants pursuant to the Offer and the Merger to increase by more
than one percent in the aggregate, or (2) if clause (ii) of the first sentence of Section 3.2(a) is inaccurate in any respect, in either case such
representations and warranties in Section 3.2 shall be deemed to fail to be true and correct in all material respects;
(iv) the Company shall have breached or failed to perform or to comply, in any material respect, with any agreement or covenant to be
performed or complied with by it under the Merger Agreement and such breach or failure shall not have been cured prior to the Expiration Date;
(v) since the date of the Merger Agreement, any fact, change, event, development or circumstance have occurred, arisen or come into
existence, or any worsening thereof, and which has had or would reasonably be expected to have a Company Material Adverse Effect;
(vi)(A) CFIUS has not notified Parent and the Company in writing that it has determined not to investigate the transactions contemplated
by this Agreement (including the Offer and the Merger) pursuant to the powers vested in it by the Exon-Florio Amendment; and (B) in the event
that CFIUS has undertaken such an investigation, CFIUS has not terminated such investigation and the President of the United States has not
determined not to take any action to suspend or prohibit the transactions contemplated by this Agreement (the CFIUS Condition );
(vii) the Purchaser shall have failed to receive a certificate of the Company, executed by an executive officer of the Company, dated as of
the Expiration Date, certifying that the conditions set forth in paragraphs (d)(iii), (d)(iv) and (d)(v) of this Annex I have not occurred; or
(viii) the Merger Agreement shall have been terminated in accordance with its terms.
The foregoing conditions (including those set forth in clauses (a), (b) and (c) of the initial paragraph) are for the sole benefit of Parent and
the Purchaser and may be asserted by Parent or the Purchaser regardless of the circumstances giving rise to any such conditions and may be
waived by Parent or the Purchaser in whole or in part at any time and from time to time in their sole discretion, in each case subject to the terms
of the Merger Agreement. The foregoing conditions shall be in addition to, and not a limitation of, the rights of the Purchaser to extend,
terminate, amend and/or modify the Offer pursuant to the terms of the Merger Agreement. The failure by Parent or the Purchaser at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which
may be asserted at any time and from time to time.
As used in this Annex I, the term Specified Governmental Entity shall mean Ministry of Commerce of the Peoples Republic of China
(the PRC ), the National Development and Reform Commission of the PRC and the State Administration of Foreign Exchange of the PRC,
and the term Other Required Governmental Approvals shall mean the approval of each of the Specified Governmental Entities. The
capitalized terms used in this Annex I and not defined in this Annex I shall have the meanings set forth in the Agreement and Plan of Merger (the
Merger Agreement) , dated as of September 15, 2012, by and among BGI-Shenzhen, Beta Acquisition Corporation and Complete Genomics,
Inc.

Annex I-2
EXHIBIT A
F ORM OF
S ECONDED A MENDED AND R ESTATED
C ERTIFICATE OF I NCORPORATION
OF
S URVIVING C ORPORATION
ARTICLE 1
The name of this corporation is Complete Genomics, Inc.
ARTICLE 2
A. The address of the Corporations registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801 in the County of New Castle. The name of the corporations registered agent at such address is The Corporation
Trust Company.
B. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware (GCL).
ARTICLE 3
The total number of shares of all classes of stock which the corporation shall have authority to issue is 100 shares of Common Stock, $.001
par value per share.
ARTICLE 4
Except as otherwise provided in this Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the
board of directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the corporation.
ARTICLE 5
The number of directors of the corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the board of
directors or by the stockholders.
ARTICLE 6
Elections of directors need not be by written ballot unless the Bylaws of the corporation shall so provide.
ARTICLE 7
Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the corporation
may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the Bylaws of the corporation.
ARTICLE 8
To the maximum extent permitted by the GCL, as the same exists or as may hereafter be amended, a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the GCL is amended
after approval by the stockholders of this Article 8 to authorize corporate action further eliminating or limiting the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the GCL as so amended.
The corporation may indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director,
officer, employee or agent of the corporation or any predecessor of the corporation, or serves or served at any other enterprise as a director,
officer, employee or agent at the request of the corporation or any predecessor to the corporation.
Neither any amendment nor repeal of this Article 8, nor the adoption of any provision of the corporations certificate of incorporation
inconsistent with this Article 8, shall eliminate or reduce the effect of this Article 8 in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article 8, would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
ARTICLE 9
The corporation shall indemnify to the full extent authorized or permitted by law (as now or hereafter in effect) any person made, or
threatened to be made a party or witness to any action, suit or proceeding (whether civil or criminal or otherwise) by reason of the fact that he,
his testator or intestate, is or was a director or an officer of the corporation or by reason of the fact that such person, at the request of the
corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity.
Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law.
No amendment to or repeal of this Article 9 shall apply to or have any effect on any right to indemnification provided hereunder with respect to
any acts or omissions occurring prior to such amendment or repeal.
ARTICLE 10
The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
EXHIBIT B
FORM OF BYLAWS
OF
SURVIVING CORPORATION
ARTICLE I
OFFICES
Section 1.1 Registered Office . The registered office of Complete Genomics, Inc. (hereinafter called the Corporation ) shall be at such
place in the State of Delaware as shall be designated by the Board of Directors (the Board ).
Section 1.2 Principal Office . The principal office for the transaction of the business of the Corporation shall be at such place as may be
established by the Board. The Board is granted full power and authority to change said principal office from one location to another.
Section 1.3 Other Offices . The Corporation may also have an office or offices at such other places, either within or without the State of
Delaware, as the Board may from time to time designate or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1 Time and Place of Meetings . Meetings of stockholders shall be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2.2 Annual Meetings . Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the
transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall
determine by resolution.
Section 2.3 Special Meetings . Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any
time by the Board.
Section 2.4 Stockholder Lists . The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting
or at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 2.5 Notice of Meetings .
(a) Written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which such meeting has been called, shall be given to each stockholder of record, whether
or not entitled to vote at such meeting, not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Except as
otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.
(b) Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Notice of any meeting of stockholders shall be deemed waived by any stockholder who shall attend such meeting
in person or by proxy, except a stockholder who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or convened.
Section 2.6 Quorum and Adjournment . The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by
applicable law or by the Certificate of Incorporation; provided, however, that the stockholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than
a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall
appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn
the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the
meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. The Chairman
of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of
stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have
signed a register indicating their presence at the meeting.
Section 2.7 Voting . In all matters, when a quorum is present at any meeting, the vote of the holders of a majority of the shares of capital
stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of applicable law or of the Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question. Such vote may be viva voce or by written ballot; provided, however,
that the Board may, in its discretion, require a written ballot for any vote, and further provided that all elections for directors must be by written
ballot upon demand made by a stockholder at any election and before the voting begins.
Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting power held by such stockholder.
Section 2.8 Action Without Meeting . Unless otherwise restricted by applicable law or by the Certificate of Incorporation or by these
Bylaws, any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if a majority of the
shares of stock issued and outstanding and entitled to vote (unless a greater vote is required by law) consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of stockholders.
ARTICLE III
DIRECTORS
Section 3.1 Powers . The Board shall have the power to manage or direct the management of the property, business and affairs of the
Corporation, and except as expressly limited by law, to exercise all of its corporate powers. The Board may establish procedures and rules, or
may authorize the Chairman of any meeting of stockholders to establish procedures and rules, for the fair and orderly conduct of any meeting
including, without

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limitation, registration of the stockholders attending the meeting, adoption of an agenda, establishing the order of business at the meeting,
recessing and adjourning the meeting for the purposes of tabulating any votes and receiving the results thereof, the timing of the opening and
closing of the polls, and the physical layout of the facilities for the meeting.
Section 3.2 Number, Election and Tenure . The Board shall consist of one or more members. The exact number shall be determined from
time to time by resolution of the Board. Directors shall be elected at the annual meeting of stockholders, and each director shall serve until such
persons successor is elected and qualified or until such persons death, retirement, resignation or removal.
Section 3.3 Vacancies and Newly Created Directorships . Any newly created directorship resulting from an increase in the number of
directors may be filled by a majority of the Board then in office, provided that a quorum is present, and any other vacancy on the Board may be
filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.
Section 3.4 Meetings . The Board may hold meetings, both regular and special, either within or outside the State of Delaware.
Section 3.5 Annual Meeting . The Board shall meet as soon as practicable after each annual election of directors.
Section 3.6 Regular Meetings . Regular meetings of the Board shall be held at such time and place as shall from time to time be determined
by resolution of the Board. Notice of the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case
of the Secretarys absence, refusal or inability to act, by any other officer. Any such notice may be given by mail, by electronic mail, by
telephone, by personal service, or by any combination thereof as to different directors at least 72 hours in advance of such meeting.
Section 3.7 Special Meetings . Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the
Chairman of the Board (or, if the Board does not appoint a Chairman of the Board, the President), or by the Secretary on the written request of
any two members of the Board unless the Board consists of only one director in which case the special meeting shall be called on the written
request of the sole director, which meetings shall be held at the time and place designated by the person or persons calling the meeting. Notice of
the time, place and purpose of any such meeting shall be given to the directors by the Secretary, or in case of the Secretarys absence, refusal or
inability to act, by any other officer or by any director. Any such notice may be given by mail, by electronic mail, by telephone, by personal
service, or by any combination thereof as to different directors at least 24 hours in advance of such meeting.
Section 3.8 Quorum . At all meetings of the Board, (i) a majority of the total number of directors shall constitute a quorum for the
transaction of business, unless all of the members of the Board execute a written consent pursuant to Section 3.12 agreeing to a lower quorum
requirement for taking a specific business transaction; provided that any such lower quorum requirement shall not be less than one-third of the
total number of members of the Board, and (ii) the act of a majority of the directors present at any meeting at which there is a quorum shall be
the act of the Board, except as may be otherwise specifically provided by applicable law or by the Certificate of Incorporation or by these
Bylaws. Any meeting of the Board may be adjourned to meet again at a stated day and hour. Even though a quorum is not present, as required in
this Section, a majority of the directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a
quorum be had. Notice of any adjourned meeting need not be given.
Section 3.9 Fees and Compensation . Each director and each member of a committee of the Board shall receive such fees and
reimbursement of expenses incurred on behalf of the Corporation or in attending meetings as the Board may from time to time determine. No
such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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Section 3.10 Meetings by Telephonic Communication . Members of the Board or any committee thereof may participate in a regular or
special meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at
such meeting.
Section 3.11 Committees . The Board may, by resolution passed by a majority of the whole Board, designate committees, each committee
to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of the committee. Upon the absence or disqualification of a
member of a committee, if the Board has not designated one or more alternates (or if such alternate(s) are then absent or disqualified), the
member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or
alternate. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of
the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all
papers that may require it; but no such committee shall have the power or authority in reference to: (a) amending the Certificate of Incorporation
(except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by
the Board as provided in Section 151(a) of the Delaware General Corporation Law (the DGCL ) fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock
of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);
(b) adopting an agreement of merger or consolidation under Section 251 or 252 of the DGCL; (c) recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporations property and assets; (d) recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution; or (e) amending the Bylaws of the Corporation. Unless the resolution appointing such committee or
the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize
the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL. Each committee shall have such
name as may be determined from time to time by resolution adopted by the Board. Each committee shall keep minutes of its meetings and report
to the Board when required.
Section 3.12 Action Without Meetings . Unless otherwise restricted by applicable law or by the Certificate of Incorporation or by these
Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if
all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board or committee.
Section 3.13 Removal . Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board may be
removed, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote at an election of directors.
Section 3.14 Chairman of the Board . The Board may, at its election, appoint a Chairman of the Board who shall have authority to call and
preside at all meetings of the stockholders and of the Board. The Chairman of the Board shall not have authority to act as an officer of the
Corporation, sign stock certificates or otherwise act as an agent of the Corporation, except as expressly authorized by the Board.

4
ARTICLE IV
OFFICERS
Section 4.1 Appointment and Salaries . The officers of the Corporation shall be appointed by the Board and shall be a President and a
Secretary. The Board may also appoint a Chief Executive Officer, a Chief Financial Officer and one or more Vice Presidents and the Board or
the President may appoint such other officers (including Assistant Secretaries and Treasurers) as the Board or the President may deem necessary
or desirable. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board. The Board shall fix the salaries of all officers appointed by it. Unless prohibited by applicable law or by the
Certificate of Incorporation or by these Bylaws, one person may be elected or appointed to serve in more than one official capacity. Any vacancy
occurring in any office of the Corporation shall be filled by the Board.
Section 4.2 Removal and Resignation . Any officer may be removed, either with or without cause, by the Board or, in the case of an officer
not appointed by the Board, by the President. Any officer may resign at any time by giving notice to the Board, the President or Secretary. Any
such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified in such
notice, the acceptance of the resignation shall not be necessary to make it effective.
Section 4.3 Chief Executive Officer . The Chief Executive officer shall have general and active management, supervision, direction, and
control of the business of the corporation. He or she shall assist in the management of the corporation, and in the absence or disability of or upon
the delegation by the Chairman of the Board, he or she shall preside at all meetings of stockholders and of the Board. He or she shall report from
time to time to the Board all matters within his or her knowledge which the interest of the corporation may require to be brought to the attention
of the Board. The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the office
of president of a corporation and shall exercise such powers and perform such duties as generally pertain or are necessarily incidental to his or
her office and shall have such other powers and perform such other duties as may be specifically assigned to him or her from time to time by the
Board.
Section 4.4 President . Subject to such powers, if any, as may be given by the Board to the Chief Executive Officer, if there are such
officer, the President shall have supervising authority over and may exercise general executive powers concerning all of the operations and
business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he or
she may deem advisable. The President shall also perform such duties as may be specifically assigned to him or her from time to time by the
Board or the Chief Executive Officer. If there be no Chief Executive Officer, or in their absence, the President shall preside at all meetings of the
stockholders and of the Board, unless the Board appoints another person who need not be a stockholder, officer or director of the Corporation, to
preside at a meeting of stockholders.
Section 4.5 Vice President . In the absence of the President, or in the event of the Presidents inability or refusal to act, the Vice President,
if any, (or if there be more than one Vice President, the Vice Presidents in the order of their rank or, if of equal rank, then in the order designated
by the Board or the President or, in the absence of any designation, then in the order of their appointment) shall perform the duties of the
President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The rank of Vice Presidents in
descending order shall be Executive Vice President, Senior Vice President and Vice President. The Vice President shall perform such other
duties and have such other powers as the Board may from time to time prescribe.
Section 4.6 Secretary and Assistant Secretary . The Secretary shall attend all meetings of the Board (unless the Board shall otherwise
determine) and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board in a book to
be kept for that purpose and shall perform like duties

5
for the committees when required. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of
the Board. The Secretary shall have custody of the corporate seal of the Corporation and shall (as well as any Assistant Secretary) have authority
to affix the same to any instrument requiring it and to attest it. The Secretary shall perform such other duties and have such other powers as the
Board or the President may from time to time prescribe.
Section 4.7 Chief Financial Officer . The Chief Financial Officer shall have custody of the corporate funds and securities and shall keep
full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Chief Financial Officer may
disburse the funds of the Corporation as may be ordered by the Board or the President, taking proper vouchers for such disbursements, and shall
render to the Board at its regular meetings, or when the Board so requires, an account of transactions and of the financial condition of the
Corporation. The Chief Financial Officer shall perform such other duties and have such other powers as the Board or the President may from
time to time prescribe.
If required by the Board, the Chief Financial Officer and Assistant Chief Financial Officer or Treasurer, if any, shall give the Corporation a
bond (which shall be renewed at such times as specified by the Board) in such sum and with such surety or sureties as shall be satisfactory to the
Board for the faithful performance of the duties of such persons office and for the restoration to the Corporation, in case of such persons death,
resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such persons
possession or under such persons control belonging to the Corporation.
Section 4.8 Assistant Officers . An assistant officer shall, in the absence of the officer to whom such person is an assistant or in the event of
such officers inability or refusal to act (or, if there be more than one such assistant officer, the assistant officers in the order designated by the
Board or the President or, in the absence of any designation, then in the order of their appointment), perform the duties and exercise the powers
of such officer. An assistant officer shall perform such other duties and have such other powers as the Board or the President may from time to
time prescribe.
ARTICLE V
SEAL
It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation that the
execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts and writings of all kinds signed on
behalf of the Corporation by any authorized officer or officers shall be as effectual and binding on the Corporation without the corporate seal, as
if the execution of the same had been evidenced by affixing the corporate seal thereto. The Board may give general authority to any officer to
affix the seal of the Corporation and to attest the affixing by signature.
ARTICLE VI
STOCK
Section 6.1 Certificated and Uncertificated Stock . The shares of the Corporation shall be represented by certificates, provided that the
Board may provide by resolution or resolutions that some or all of any class or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the
adoption of such a resolution by the Board, every holder of stock represented by certificates and, upon request, every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the

6
Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him or her in the Corporation. Any or all of the
signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of the issue.
Section 6.2 Special Designation on Certificates . If the Corporation shall be authorized to issue more than one class of stock or more than
one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or
series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate that the Corporation shall issue to represent such class or series of stock. Except as otherwise provided in Section 202 of
the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate a statement that the Corporation will
furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
ARTICLE VII
REPRESENTATION OF SHARES OF OTHER CORPORATIONS
Any and all shares of any other corporation or corporations standing in the name of the Corporation shall be voted, and all rights incident
thereto shall be represented and exercised on behalf of the Corporation, as follows: (a) as the Board may determine from time to time, or (b) in
the absence of such determination, by the Chairman of the Board, or (c) if the Chairman of the Board shall not vote or otherwise act with respect
to the shares, by the President. The foregoing authority may be exercised either by any such officer in person or by any other person authorized
so to do by proxy or power of attorney duly executed by said officer.
ARTICLE VIII
TRANSFERS OF STOCK
Upon surrender of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
ARTICLE IX
LOST, STOLEN OR DESTROYED CERTIFICATES
The Board may direct a new certificate or certificates be issued in place of any certificate theretofore issued alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issuance of a new certificate, the Board may, in its discretion and as a condition precedent to the issuance, require the owner of
such certificate or certificates, or such persons legal representative, to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the lost, stolen or destroyed certificate.
ARTICLE X
RECORD DATE
The Board may fix in advance a date, which shall not be more than sixty (60) days nor less than ten (10) days preceding the date of any
meeting of stockholders, nor more than sixty (60) days prior to any other

7
action, as a record date for the determination of stockholders entitled to notice of or to vote at any such meeting and any adjournment thereof, or
to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise the rights in respect of any change, conversion or exchange of stock, and in such case such
stockholders, and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such
record date fixed as aforesaid.
ARTICLE XI
REGISTERED STOCKHOLDERS
The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof
and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it
shall have express or other notice thereof, except as expressly provided by applicable law.
ARTICLE XII
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of the Board.
ARTICLE XIII
AMENDMENTS
Subject to any contrary or limiting provisions contained in the Certificate of Incorporation, these Bylaws may be amended or repealed, or
new Bylaws may be adopted (a) by the affirmative vote of the holders of at least a majority of the common stock of the Corporation, or (b) by
the affirmative vote of the majority of the Board at any regular or special meeting. Any Bylaws adopted or amended by the stockholders may be
amended or repealed by the Board or the stockholders.
ARTICLE XIV
DIVIDENDS
Section 14.1 Declaration . Dividends on the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of capital
stock.
Section 14.2 Set Aside Funds . Before payment of any dividend, there may be set aside out of any funds of the Corporation available for
dividends such sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall
determine to be in the best interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was
created.
ARTICLE XV
INDEMNIFICATION AND INSURANCE
Section 15.1 Indemnification of Directors and Officers . The Corporation shall indemnify and hold harmless, to the fullest extent permitted
by the DGCL as it presently exists or may hereafter be amended, any director or

8
officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a Proceeding ) by reason of the fact that he or she, or a person for whom he or she is
the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with
respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys fees) reasonably incurred by such
person in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 15.4, the
Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was
authorized in the specific case by the Board.
Section 15.2 Indemnification of Others . The Corporation shall have the power to indemnify and hold harmless, to the extent permitted by
applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened
to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal
representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such
Proceeding.
Section 15.3 Prepayment of Expenses . The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses
(including attorneys fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent
of the Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such
payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to
repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article XV or
otherwise.
Section 15.4 Determination; Claim . If a claim for indemnification (following the final disposition of such Proceeding) or advancement of
expenses under this Article XV is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation the
claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
Section 15.5 Non-Exclusivity of Rights . The rights conferred on any person by this Article XV shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of
stockholders or disinterested directors or otherwise.
Section 15.6 Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of the DGCL.
Section 15.7 Other Indemnification . The Corporations obligation, if any, to indemnify or advance expenses to any person who was or is
serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit
entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, enterprise or non-profit enterprise.

9
Section 15.8 Continuation of Indemnification . The rights to indemnification and to prepayment of expenses provided by, or granted
pursuant to, this Article XV shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall
inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.
Section 15.9 Amendment or Repeal . The provisions of this Article XV shall constitute a contract between the Corporation, on the one
hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the
adoption of these bylaws), in consideration of such persons performance of such services, and pursuant to this Article XV the Corporation
intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and
officers of the Corporation, the rights conferred under this Article XV are present contractual rights and such rights are fully vested, and shall be
deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who
commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such
rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer
of the Corporation. Any repeal or modification of the foregoing provisions of this Article XV shall not adversely affect any right or protection
(a) hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification or (b) under any
agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of
such repeal or modification.

10
Exhibit 10.1
EXECUTION COPY
TENDER AND SUPPORT AGREEMENT
This TENDER AND SUPPORT AGREEMENT (this Agreement ), dated as of September 15, 2012, is by and among BGI-Shenzhen,
a company organized under the laws of the Peoples Republic of China ( Parent ), Beta Acquisition Corporation, a Delaware corporation and a
wholly owned Subsidiary of Parent (the Purchaser ), and the Persons set forth on Schedule A hereto (each, a Stockholder ).
WHEREAS , as of the date hereof, each Stockholder is the holder of the number of shares of common stock, par value $0.001 per share (
Common Stock ), of Complete Genomics, Inc., a Delaware corporation (the Company ), set forth opposite such Stockholders name on
Schedule A (all such shares set forth on Schedule A , together with any shares of Common Stock of the Company that are hereafter issued to or
otherwise acquired or owned by any Stockholder prior to the termination of this Agreement being referred to herein as the Subject Shares );
WHEREAS , Parent, the Purchaser and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof
and a true and correct copy of which has been delivered to each Stockholder (the Merger Agreement ), which provides, among other things,
for the Purchaser to commence a tender offer for all of the issued and outstanding Common Stock of the Company (the Offer ) and the merger
of the Purchaser with and into the Company, with the Company continuing as the surviving corporation (the Merger ), upon the terms and
subject to the conditions set forth in the Merger Agreement (capitalized terms used but not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Merger Agreement); and
WHEREAS , as a condition to their willingness to enter into the Merger Agreement, Parent and the Purchaser have required that each
Stockholder, and as an inducement and in consideration therefor, each Stockholder (in such Stockholders capacity as a holder of the Subject
Shares) has agreed to, enter into this Agreement.
NOW, THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants and agreements set
forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
ARTICLE I
AGREEMENT TO TENDER
1.1. Agreement to Tender . Unless this Agreement shall have been terminated in accordance with its terms, each Stockholder shall
validly tender or cause to be tendered in the Offer all of such Stockholders Subject Shares pursuant to and in accordance with the terms of the
Offer. Without limiting the generality of the foregoing, as promptly as practicable after receipt by such Stockholder of all documents or
instruments required to be delivered pursuant to the terms of the Offer (but in any event no later than ten (10) Business Days after the
commencement of the Offer), each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to such Stockholders
Subject Shares complying with the terms of the Offer, (B) a Certificate or Certificates representing such Subject Shares or an agents
message (or such other evidence, if any, of transfer as the Paying
Agent may reasonably request) in the case of a Book-Entry Share of any uncertificated Subject Shares, and (C) all other documents or
instruments required to be delivered pursuant to the terms of the Offer, or (ii) instruct and otherwise cause such Stockholders broker and cause
such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares
pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once such
Stockholders Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until
(A) the Offer shall have been terminated by the Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall
have been terminated in accordance with its terms; provided , however , that (x) a Stockholder shall not be required, for purposes of this
Agreement, to exercise any unexercised Company Option held by such Stockholder and (y) a Stockholder shall not have any obligation under
this Section 1.1 to tender any Subject Shares into the Offer to extent such shares constitute Company RSUs or if that tender could cause such
Stockholder to incur liability under Section 16(b) of the Exchange Act.
Notwithstanding anything to the contrary contained herein, the obligations of each Stockholder under this Agreement are several and not
joint with any other Stockholder.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder represents and warrants to Parent and the Purchaser as to such Stockholder, severally and not jointly, that:
2.1. Authorization; Binding Agreement . Each Stockholder has full legal capacity, power and authority to execute and deliver this
Agreement, to perform his or its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. This
Agreement has been duly and validly executed and delivered by such Stockholder and, except for withdrawal or similar rights that may be
provided by federal or state securities Laws, constitutes a valid and binding agreement of such Stockholder, enforceable against him in
accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in equity or at law).
2.2. Non-Contravention . The execution and delivery of this Agreement by such Stockholder does not, and the performance by such
Stockholder of such Stockholders obligations hereunder and the consummation by such Stockholder of the transactions contemplated hereby
will not (i) violate any Laws applicable to such Stockholder or such Stockholders Subject Shares or which may in any material respect delay,
impair or prevent the performance by Stockholder of its obligations under this Agreement, (ii) except as may be required by federal or state
securities Law, require any consent, approval, order, authorization or other action by, or filing with or notice to, any Person (including any
Governmental Authority) under, constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any
right of termination, cancellation or acceleration under any contract, agreement or other instrument binding on such Stockholder, or (iii) if such
Stockholder is not an individual, violate any provision of such Stockholders organizational documents.
2.3. Ownership of Subject Shares; Total Shares . Such Stockholder is the record or beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of such Stockholders Subject

2
Shares and has good and marketable title to such Subject Shares free and clear of any Encumbrance (including any restriction on the right to vote
or otherwise transfer such Subject Shares), except as (i) provided hereunder, (ii) pursuant to any applicable restrictions on transfer under the
Securities Act, and (iii) subject to any risk of forfeiture with respect to any shares of Common Stock granted to such Stockholder under an
employee benefit plan of the Company. The Subject Shares listed on Schedule A opposite such Stockholders name constitute all of the shares of
Common Stock of the Company owned of record, by such Stockholder as of the date hereof. Except pursuant to this Agreement, no Person has
any contractual right or obligation to purchase or otherwise acquire any of such Stockholders Subject Shares.
2.4. Voting Power . Except as set forth on Schedule A , such Stockholder has sole and full voting power with respect to such
Stockholders Subject Shares, and sole and full power of disposition, and full power to issue instructions with respect to the matters set forth
herein, in each case with respect to all of such Stockholders Subject Shares. None of such Stockholders Subject Shares are subject to any
proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided hereunder.
2.5 Absence of Litigation . With respect to such Stockholder, as of the date hereof, there is no action, suit, investigation or proceeding
pending against, or, to the knowledge of such Stockholder, threatened in writing against, such Stockholder or with respect to the Subject Shares
that could reasonably be expected to prevent, delay or impair, the ability of such Stockholder to perform its obligations hereunder or to
consummate the transactions contemplated hereby.
2.6 No Brokers . No broker, investment banker, financial advisor or other Person is entitled to any brokers, finders, financial advisors or
other similar fee or commission in connection with the Merger and the other transactions contemplated by the Merger Agreement based upon
arrangements made by or at the direction of the Stockholder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER
Each of Parent and the Purchaser represent and warrant to the Stockholders, jointly and severally, that:
3.1. Organization; Authorization . Parent and the Purchaser are each duly organized, validly existing and in good standing under the
laws of its respective jurisdiction of its organization. The consummation of the transactions contemplated hereby are within each of Parents and
the Purchasers corporate powers and have been duly authorized by all necessary corporate actions on the part of Parent and the Purchaser.
Parent and the Purchaser have full power and authority to execute, deliver and perform this Agreement and the Merger Agreement, subject to its
terms.
3.2. Binding Agreement . This Agreement and the Merger Agreement have been duly authorized, executed and delivered by each of
Parent and the Purchaser, and constitute valid and binding obligation of Parent and the Purchaser enforceable against Parent and the Purchaser in
accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors rights generally and general equitable principles (whether considered in a proceeding in
equity or at law).

3
ARTICLE IV
ADDITIONAL COVENANTS OF THE STOCKHOLDERS
Each Stockholder hereby covenants and agrees, severally and not jointly, that:
4.1. Voting of Subject Shares . At every meeting of the Companys stockholders called, and at every adjournment or postponement
thereof, and at any action by written consent of the Companys stockholders, such Stockholder shall, or shall cause the holder of record on any
applicable record date to, vote or consent, as the case may be, such Stockholders Subject Shares (to the extent that any of the Subject Shares are
not purchased in the Offer) (i) in favor of (A) adoption of the Merger Agreement and (B) approval of any proposal to adjourn or postpone the
meeting to a later date, if there are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held;
(ii) against (A) any Acquisition Proposal, (B) any action, proposal, transaction or agreement that would reasonably be expected to result in the
failure of any Offer Condition to be satisfied, (C) any merger agreement or merger (other than the Merger Agreement and the Merger),
consolidation, scheme of arrangement, combination, sale of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or
by the Company, (D) any amendment of the Company Certificate or the Company Bylaws, or (E) other proposal or transaction involving the
Company or any Company Subsidiary, which proposal or transaction would in any manner impede, delay, frustrate, prevent or nullify any
provision of the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the
voting rights of any class of the Companys capital stock; and (iii) in favor of any other matter necessary for consummation of the transactions
contemplated by the Merger Agreement, which is considered at any such meeting of the Companys stockholders.
4.2. No Inconsistent Arrangements . Except as provided hereunder or under the Merger Agreement, such Stockholder shall not, directly
or indirectly, (i) create or permit to exist any Encumbrance other than restrictions imposed by applicable Law or pursuant to this Agreement on
any such Subject Shares, (ii) transfer (including, by tendering into a tender or exchange offer), sell, assign, pledge, gift or otherwise dispose of
(including, by gift, merger or operation of law (collectively, Transfer )) or enter into any contract, option or other arrangement with respect to
any Transfer of such Subject Shares or any Transfer of any interest therein, (iii) grant or permit the grant of any proxy, power of attorney or
other authorization in or with respect to such Subject Shares, (iv) deposit or permit the deposit of such Subject Shares into a voting trust or enter
into a voting agreement or arrangement with respect to such Subject Shares, (v) take or permit any other action that would in any way restrict,
limit, prevent or interfere with the performance of such Stockholders obligations hereunder or the transactions contemplated hereby or
otherwise make any representation or warranty of such Stockholder herein untrue or incorrect, or (vi) commit or agree to take any of the
foregoing actions. Notwithstanding the foregoing, such Stockholder may make (a) Transfers of Subject Shares by will, operation of law,
Transfers for estate planning purposes or Transfers for charitable purposes or as charitable gifts or donations, in which case the Subject Shares
shall continue to be bound by this Agreement and provided that each transferee agrees, prior to such Transfer, in writing with Parent in an
instrument reasonably satisfactory in form and substance to Parent to be bound by the terms and conditions of this Agreement and (b) as
Transfers of Subject Shares as Parent may otherwise agree in writing in its sole discretion.
4.3. No Exercise of Appraisal Rights . Such Stockholder agrees not to exercise any appraisal rights or dissenters rights in respect of
such Stockholders Subject Shares that may arise with respect to the Merger.

4
4.4. Documentation and Information . Such Stockholder shall permit and hereby authorizes Parent and the Purchaser to publish and
disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent or the Purchaser
reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by the Merger Agreement,
such Stockholders identity and ownership of the Subject Shares and the nature of such Stockholders commitments and obligations under this
Agreement (provided that any such publication, disclosure, release or disclosure with respect to any matter related to such Stockholder shall be
made with respect to all Stockholders).
4.5. Irrevocable Proxy . Such Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has
heretofore granted with respect to the Subject Shares. Such Stockholder hereby irrevocably appoints Parent and any designee of Parent as
attorney-in-fact and proxy for and on behalf of such Stockholder, for and in the name, place and stead of such Stockholder, to: (a) attend any and
all meetings of the Companys stockholders, (b) vote, express consent or dissent or issue instructions to the record holder to vote such
Stockholders Subject Shares in accordance with the provisions of Section 4.1 at any and all meetings of the Companys stockholders or in
connection with any action sought to be taken by written consent of the Companys stockholders without a meeting and (c) grant or withhold, or
issue instructions to the record holder to grant or withhold, consistent with the provisions of Section 4.1, all written consents with respect to the
Subject Shares at any and all meetings of the Companys stockholders or in connection with any action sought to be taken by written consent
without a meeting, provided, however, the foregoing shall only be effective if (x) such Stockholder fails to tender such Stockholders Subject
Shares pursuant to Section 1.1 above or (y) a Tail Event occurs. Parent agrees not to exercise the proxy granted herein for any purpose other than
the purposes described in this Agreement. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable in
accordance with the provisions of Section 212(e) of the DGCL (and, without limiting the foregoing, as such shall survive and not be affected by
the death, incapacity, mental illness or insanity of such Stockholder, as applicable) until the later to occur of the termination of the Merger
Agreement or the termination of such Stockholders obligations under this Section 4.5 pursuant to Section 5.2. Such Stockholder authorizes such
attorney and proxy to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or
revocation with the secretary of the Company. Such Stockholder hereby affirms that the proxy set forth in this Section 4.5 is given in connection
with and granted in consideration of and as an inducement to Parent and the Purchaser to enter into the Merger Agreement and that such proxy is
given to secure the obligations of the Stockholder under Section 4.1. Upon delivery of written request to do so by Parent, each such Stockholder
shall as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the terms of the irrevocable
proxy set forth in this Section 4.5.
4.6. No Solicitation . Such Stockholder shall not directly or indirectly: (i) solicit, initiate, seek or knowingly encourage or facilitate any
Acquisition Proposal or take any action to solicit, initiate, seek or knowingly encourage or knowingly facilitate any inquiry, expression of
interest, proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (ii) enter into, participate or engage
in, maintain or continue any discussions or negotiations relating to, any Acquisition Proposal with any Person other than Parent, the Purchaser or
the Company (including for such purpose any officer or director of the Company), (iii) approve, endorse, recommend, execute or enter into any
agreement, letter of intent or Contract with respect to any Acquisition Proposal or otherwise relating to or that is intended to or would reasonably
be expected to lead to any Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or enter into any agreement,

5
arrangement or understanding requiring the Company to abandon, terminate or fail to consummate the Merger or any other transactions
contemplated by this Agreement, (v) submit any Acquisition Proposal or any matter related thereto to the vote of the stockholders of the
Company, or (vi) agree to do any of the foregoing. Such Stockholder shall immediately cease any and all existing activities, discussions or
negotiations with any Persons conducted by such Stockholder (other than the Company and including for such purpose any officer or director of
the Company) on or prior to the date of this Agreement with respect to any Acquisition Proposal.
ARTICLE V
MISCELLANEOUS
5.1. Notices . All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission)
and shall be given, (i) if to Parent or the Purchaser, in accordance with the provisions of the Merger Agreement and (ii) if to a Stockholder, to
such Stockholders address or facsimile number set forth on a signature page hereto, or to such other address or facsimile number as such party
may hereafter specify for the purpose by notice to each other party hereto. Each Stockholder shall promptly notify Parent in writing upon
acquiring any additional shares of Company Common Stock or any other additional voting securities of the Company.
5.2. Termination . This Agreement shall terminate automatically, without any notice or other action by any Person, upon the earlier of
(i) the termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, or (iii) any change in the form (other than to
add new additional consideration) or decrease in the amount of consideration payable in the Offer; provided , however , that in the event the
Merger Agreement is terminated pursuant to Sections 7.1(e) or 7.1(h) or is otherwise terminated pursuant to Section 7.1 in circumstances where
an Acquisition Proposal shall have been made known to the Company or an Acquisition Proposal shall have been made to the stockholders of
the Company generally or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal,
the obligations of each Stockholder under Sections 4.1, 4.2 and 4.5 shall continue for 180 calendar days following such termination (any of the
foregoing, a Tail Event ). Upon termination of this Agreement, no party shall have any further obligations or liabilities under this Agreement;
provided , however , that (x) nothing set forth in this Section 5.2 shall relieve any party from liability for any willful breach of this Agreement
prior to termination hereof, and (y) the provisions of this Article V shall survive any termination of this Agreement.
5.3. Amendments and Waivers . Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is
to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
5.4. Expenses . All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or
expense.
5.5. Binding Effect; Benefit; Assignment . The provisions of this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies,
obligations or

6
liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns. No party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.
5.6. Governing Law; Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to its rules of conflict of laws. Each of Parent and the Purchaser and each Stockholder hereby irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the courts of Delaware Court of Chancery, or if no such state court has proper jurisdiction,
then the Federal court of the U.S. located in the State of Delaware, and appellate courts therefrom, (collectively, the Delaware Courts ) for any
litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation
relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not
to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties
hereto agrees (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent
in the State of Delaware as such partys agent for acceptance of legal process and (ii) that service of process may also be made on such party by
prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service
made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
5.7. Counterparts . This Agreement may be executed in one or more counterparts and delivered by means of facsimile or other means of
electronic transmission (such as .pdf format), and by the different parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same agreement.
5.8. Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter
and there are no other agreements between any Stockholder, on one hand, and Parent, on the other hand with respect to the subject matter hereof.
5.9. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or
public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the extent possible.
5.10. Specific Performance . The parties hereto agree that each of Parent and the Purchaser would be irreparably damaged in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by any
Stockholder. It is accordingly agreed that Parent and the Purchaser shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement by any Stockholder and to enforce specifically the terms and

7
provisions hereof in any Delaware Court, this being in addition to any other remedy to which they are entitled at Law or in equity.
5.11. Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
5.12. No Presumption . This Agreement shall be construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting or causing any instrument to be drafted.
5.13. Further Assurances . Parent, the Purchaser and each Stockholder will execute and deliver, or cause to be executed and delivered,
all further documents and instruments and use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause
to be done, all things necessary, proper or advisable under applicable Laws and regulations, to perform their respective obligations as expressly
set forth under this Agreement.
5.14. Interpretation . Unless the context otherwise requires, as used in this Agreement: (i) or is not exclusive; (ii) including and its
variants mean including, without limitation and its variants; (iii) words defined in the singular have the parallel meaning in the plural and vice
versa; (iv) words of one gender shall be construed to apply to each gender; and (v) the terms Article, Section and Schedule refer to the
specified Article, Section or Schedule of or to this Agreement.
5.15 Capacity as Stockholder . Each Stockholder signs this Agreement solely in such Stockholders capacity as a Stockholder of the
Company, and not in such Stockholders capacity as a director, officer or employee of the Company or any of its Subsidiaries or in such
Stockholders capacity as a trustee or fiduciary of any employee benefit plan or trust, or in any other capacity whatsoever.
5.16 No Agreement Until Executed . Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this
Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless
and until (a) the Merger Agreement is executed by all parties thereto, and (b) this Agreement is executed by all parties hereto.
[SIGNATURE PAGE(S) FOLLOWS]

8
The parties are executing this Agreement on the date set forth in the introductory clause.


[Signature Page to Tender and Support Agreement]
BGI-Shenzhen
By: /s/ Wang Jun

Name: Wang Jun
Title:
Beta Acquisition Corporation
By: /s/ Yin Ye

Name: Yin Ye
Title: COO






[Signature Page to Tender and Support Agreement]
STOCKHOLDERS
By: /s/ Clifford A. Reid
Name: Clifford A. Reid
By: /s/ Ajay Bansal
Name: Ajay Bansal
By: /s/ Radoje T. Drmanac
Name: Radoje T. Drmanac
By: /s/ A. W. Homan
Name: A. W. Homan
By: /s/ Keith Raffel
Name: Keith Raffel
By: /s/ C. Thomas Caskey
Name: C. Thomas Caskey
By: /s/ Lewis J. Shuster
Name: Lewis J. Shuster

[Signature Page to Tender and Support Agreement]
By: /s/ Charles P. Waite, Jr.
Name: Charles P. Waite, Jr.
By: /s/ Robert T. Wall
Name: Robert T. Wall


[Signature Page to Tender and Support Agreement]
ESSEX WOODLANDS HEALTH
VENTURES FUND VIII, L.P.
By:

ESSEX WOODLANDS HEALTH
VENTURES VIII, L.P.
Its General Partner

By:

ESSEX WOODLANDS HEALTH
VENTURES VIII, LLC
Its General Partner
By: /s/ Jeff Himawan
Name: Jeff Himawan
Title: Manager
ESSEX WOODLANDS HEALTH
VENTURES FUND VIII-A, L.P.
By:

ESSEX WOODLANDS HEALTH
VENTURES VIII, L.P.
Its General Partner

By:

ESSEX WOODLANDS HEALTH
VENTURES VIII, LLC
Its General Partner
By: /s/ Jeff Himawan
Name: Jeff Himawan
Title: Manager
ESSEX WOODLANDS HEALTH
VENTURES FUND VIII-B, L.P.
By:

ESSEX WOODLANDS HEALTH
VENTURES VIII, L.P.
Its General Partner

By:

ESSEX WOODLANDS HEALTH
VENTURES VIII, LLC
Its General Partner
By: /s/ Jeff Himawan
Name: Jeff Himawan
Title: Manager


[Signature Page to Tender and Support Agreement]
OVP Venture Partners VI, L.P.
By:
Its:
By: /s/ Charles P. Waite, Jr.
Name: Charles P. Waite, Jr.
Title: Manager
OVP VI Entrepreneurs Fund, L.P.
By:
Its:
By: /s/ Charles P. Waite, Jr.
Name: Charles P. Waite, Jr.
Title: Manager
OVMC VI, LLC


By: /s/ Charles P. Waite, Jr.
Name: Charles P. Waite, Jr.
Title: Manager
Schedule A

Name of Stockholder No. Shares
Clifford A. Reid 310,200
Ajay Bansal 1,696
Radoje T. Drmanac 131,999
A. W. Homan 0
Keith Raffel 10,000
C. Thomas Caskey 5,984
Lewis J. Shuster 833
Charles P. Waite, Jr. 1,666
Robert T. Wall 50,833
Essex Woodlands Health and affiliates 4,156,269
OVP Venture Partners and affiliates 1,424,629
Exhibit 10.2
EXECUTION VERSION
THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF (A) THE
SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN OXFORD FINANCE LLC AND LENDER
(AS DEFINED HEREIN) AND (B) THE SUBORDINATION AGREEMENT DATED AS OF SEPTEMBER 15, 2012 BY AND BETWEEN
ATEL VENTURES, INC., AS AGENT, AND LENDER (AS DEFINED HEREIN) (THE SUBORDINATION AGREEMENTS ). IN THE
EVENT OF ANY CONFLICT BETWEEN THE TERMS OF EITHER SUBORDINATION AGREEMENT AND THIS AGREEMENT, THE
TERMS OF THE SUBORDINATION AGREEMENTS SHALL GOVERN AND CONTROL.
COMPLETE GENOMICS, INC.
Convertible Subordinated Promissory Note

COMPLETE GENOMICS, INC., a Delaware corporation ( Borrower ), hereby promises to pay to BGI-HONGKONG CO., LIMITED, a
limited company incorporated in Hong Kong (the Lender ), at such place as the Lender may from time to time designate in writing, the
principal sum of Thirty Million U.S. Dollars ($30,000,000) (the Loan ) or if less, the aggregate unpaid and outstanding principal amount
advanced by the Lender to Borrower pursuant to the terms hereof, together with interest accruing thereon, and all other amounts owed by
Borrower to the Lender hereunder, all in accordance with the terms hereof. Lender agrees to the terms hereof as provided herein.
Section 1. Definitions .
ATEL means the lender or lenders under the ATEL Loan Agreement.
ATEL Loan Agreement means the Loan and Security Agreement No. COMPX, dated as of December 17, 2010, as amended, among
ATEL Ventures, Inc., as agent for its affiliated funds under an Intercompany Agency and Power of Attorney Agreement dated as of April 30,
2010, the lenders party thereto from time to time, and Borrower.
ATEL Senior Loan means the loan extended by ATEL to Borrower pursuant to the ATEL Loan Agreement.
Borrower has the meaning set forth in the preamble.
Borrowers Liabilities means the then-outstanding principal amount hereof, accrued and unpaid interest hereunder, and any other
amounts owed by Borrower hereunder.
Business Day means a business day in California and Hong Kong.
Change of Control means any transaction or series of related transactions pursuant to which one or more Persons or group of Persons,
other than Lender and its affiliates, acquires (i)
September 15, 2012 U.S. $30,000,000
equity securities (or other securities convertible into equity securities) of Borrower possessing the voting power sufficient to elect a majority of
the members of the board of directors of Borrower (whether such transaction is effected by merger, consolidation, recapitalization, sale or
transfer of Borrowers equity or otherwise) or (ii) a majority of the assets of Borrower and its Subsidiaries, taken as a whole.
Common Stock means the common stock, par value $0.001 per share, of Borrower.
Conversion Shares means the Common Stock issued to Lender upon conversion pursuant to Section 4.
Event of Default has the meaning set forth in Section 7(a).
Interest Rate has the meaning set forth in Section 2.
Lender has the meaning set forth in the preamble.
Loan has the meaning set forth in the preamble.
Maturity Date has the meaning set forth in Section 3(g).
Merger Agreement means that certain Agreement and Plan of Merger, dated as of September 15, 2012, by and among BGI-Shenzhen,
Beta Acquisition Corporation, and Borrower.
Note means this Convertible Subordinated Promissory Note.
Offer Price has the meaning set forth in Section 4(a).
Oxford means the lender or lenders under the Loan and Security Agreement (as it may be amended from time to time), dated as of
March 25, 2011, among Oxford Finance LLC in its capacity as collateral agent for the lenders thereunder and as a lender, the lenders from time
to time a party thereto, and Borrower.
Oxford Loan Agreement means the Loan and Security Agreement (as it may be amended from time to time), dated as of March 25,
2011, among Oxford in its capacity as collateral agent for the lenders thereunder and as a lender, the lenders from time to time a party thereto,
and Borrower.
Oxford Senior Loan means the loan extended by Oxford to Borrower pursuant to the Oxford Loan Agreement.
Payment/Advance Request Form has the meaning set forth in Section 3(a).
Person means any natural person, corporation, limited liability company, partnership, firm, association, governmental authority or any
other entity whether acting in an individual, fiduciary or other capacity.
Senior Creditors means Oxford and ATEL.

2
Subsidiary of any Person means any corporation, partnership, joint venture or other legal entity of which such Person owns directly or
indirectly a majority of the stock or other equity interests the holders of which are generally entitled to vote for the election of the members of
the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity.
U.S.$ or $ refers to the lawful currency of the United States of America.
Section 2. Interest . The outstanding principal hereof shall bear interest at a rate equal to 6% per annum (the Interest Rate ) from the date
hereof through and including the date all amounts of principal of and interest on this Note are paid in full in cash. On the last day of each
calendar quarter and on the Maturity Date, accrued interest calculated at a rate equal to the Interest Rate shall be added to the principal hereof
and thereby capitalized. All computations of interest hereunder shall be computed on the basis of a 360-day year comprising twelve (12) months
consisting of thirty (30) days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
Section 3. Multiple Draws; Prepayment and Repayment; Maturity Date; Incorporation of Covenants; Etc.
(a) Multiple Draws . Proceeds of the Loan shall be available through multiple draws up to an aggregate principal amount of
$30,000,000. Each draw shall be requested by Borrower to the Lender in writing (in form reasonably satisfactory to Lender) (
Payment/Advance Request Form ) at least three Business Days prior to the requested funding date, which shall be a Business Day. The first
draw shall be in the amount of $6,000,000 and shall be funded by Lender on October 1, 2012, without further request by Borrower. Thereafter,
there shall be no more than one funding per calendar month, beginning in November 2012. Fundings shall be the least of (i) the number of
months, beginning September, 2012 and ending the month immediately prior to the month of funding, multiplied by $6,000,000, (ii) the amount
of cash expended by Borrower in the calendar month beginning September, 2012 and ending the month immediately prior to the month of
funding, and (iii) a different amount requested by Borrower, in each case minus the aggregate fundings hereunder prior to the currently
contemplated funding. Proceeds will be wire transferred to Borrower. It shall be a condition to Lenders obligation to fund on a proposed date of
funding that (x) no Event of Default (other than an Event of Default under Section 7(a)(vii)) exists, (y) Borrower has delivered a
Payment/Advance Request Form as required in this Section 3(a), and (z) the Merger Agreement has not been terminated and remains a valid and
binding obligation of the parties thereto.
(b) Voluntary Prepayment . Upon two Business Days prior written notice by Borrower to Lender, all or any part of the interest
and/or principal obligation evidenced by this Note may be repaid by Borrower without premium or penalty.
(c) Mandatory Prepayment. Net proceeds of any debt or equity financing by Borrower after the date hereof (except for advances
made under this Note) shall be applied first to the repayment of the Senior Creditors to the extent required by the Senior Creditors credit
documents with Borrower, and after the Senior Debt (as defined in the Subordination

3
Agreements) has been repaid in full, 50% of such net proceeds shall be applied to repay the Borrower Liabilities in the order set forth in
Section 3(f).
(d) Re-Borrowings . Borrower may not reborrow the principal amount of the Loan which is repaid.
(e) Use of Proceeds. The proceeds of the Loan shall be used solely for working capital and capital expenditure requirements in the
ordinary course of business.
(f) Payments . All payments due under this Note shall be made in cash in lawful money of the United States and immediately
available funds, unless otherwise specified herein. All payments shall be applied first to accrued but unpaid interest, next to costs and expenses
of Lender payable hereunder, and then to any outstanding principal.
(g) Maturity Date . The outstanding principal of and accrued and unpaid interest on this Note shall be due and payable on the earlier
of (i) September 30, 2014 (or if such day is not a Business Day, then on the next succeeding Business Day), (ii) the date upon which a Change of
Control occurs, and (iii) the occurrence of an Event of Default (the Maturity Date ).
(h) Incorporation of Oxford Loan Agreement Negative Covenants. Article 7 (Negative Covenants) of the Oxford Loan Agreement as
it exists on the date hereof and notwithstanding any amendment or modification after the date hereof is incorporated herein mutatis mutandis
(including all applicable definitions) as if Borrower is Borrower (as defined in this Note) and Lender is Lender (as defined in this Note);
provided that under Section 7.4 of the Oxford Loan Agreement, Borrowers ability to incur Subordinated Debt (as defined in the Oxford Loan
Agreement) shall not require Lenders consent or entry into a subordination agreement as long as such indebtedness is subordinated to the
indebtedness under this Note to the same extent that the indebtedness under this Note is subordinated pursuant to the Subordination Agreements.
Section 4. Conversion; Registration Rights .
(a) Conversion . The principal amount hereof and all accrued and unpaid interest hereon shall be convertible by Lender at any time
following the termination of the Merger Agreement into Common Stock at the Offer Price (as defined in the Merger Agreement). Conversion of
a portion of this Note shall not affect Lenders obligation to continue funding pursuant to Section 3(a). If a Change of Control is to occur, Lender
may elect that such conversion occur upon the Change of Control, with the effect that Lender will receive the consideration thereunder due to
holders of the Common Stock in lieu of being repaid the principal of and interest on the Loan. Upon conversion of this Note pursuant hereto,
Lender shall surrender this Note for reduction of the stated principal amount hereof. At its expense, Borrower will issue and deliver to Lender a
certificate for the number of shares of Common Stock to which Lender is entitled upon such conversion.
(b) Fractional Shares . No fractional shares of the Common Stock will be issued upon conversion and no payment shall be made for
any fractional share, which is hereby waived by Lender.

4
(c) Registration Rights . Borrower and Lender shall be bound by the registration rights provisions set forth in Exhibit A attached
hereto during any period for which Lender holds Conversion Shares.
Section 5. Representations and Warranties of Borrower . Borrower represents and warrants to Lender as follows:
(a) Organization, Good Standing and Qualification . Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power and corporate authority to own and operate its properties and assets
and to carry on its business as presently conducted. Borrower is duly qualified to transact business and is in good standing in each jurisdiction in
which the failure so to qualify would have a material adverse effect on its business or properties.
(b) Authorization . All corporate action on the part of Borrower, its officers, directors and stockholders necessary for execution and
delivery of this Note and the performance of all obligations of Borrower hereunder required to be taken has been taken. This Note constitutes a
valid and legally binding obligations of Borrower, enforceable against Borrower in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of
creditors rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies.
(c) Reserved Common Stock . Borrower has reserved sufficient Common Stock to allow conversion hereof to Common Stock
pursuant to Section 4.
(d) Governmental Consent . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of Borrower is required in connection with the valid execution, delivery
and performance by Borrower of this Note and the transactions contemplated thereby, except for filings pursuant to Section 25102(f) of the
California Corporate Securities Law of 1968, as amended, and the rules thereunder, other applicable state securities laws and Regulation D of the
Securities Act of 1933, as amended (the Securities Act ).
(e) No Conflict . The execution, delivery and performance of this Note will not result in (i) any violation of any provisions of
Borrowers Amended and Restated Certificate of Incorporation or Bylaws or of any federal or state statute, rule or regulation, applicable to
Borrower or (ii) conflict with or constitute, with or without the passage of time and giving of notice either (A) a default under any such provision
or under any instrument, judgment, order, writ, decree, contract, lease, purchase order or agreement to which Borrower is a party or by which it
is bound or (B) an event which results in the creation of any lien, charge or encumbrance upon any material assets of Borrower.
Section 6. Representations and Warranties of Lender . Lender hereby represents and warrants to Borrower that:
(a) Requisite Power and Authority . Lender has all necessary power and authority under all applicable provisions of law to execute
and deliver this Note and to carry out

5
its provisions. All action on Lenders part required for the lawful execution and delivery of this Note has been taken. This Note constitutes a
valid and legally binding obligation of Lender, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors rights
generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Accredited Investor . Lender is an accredited investor within the meaning of Rule 501(a) of the Securities Act.
(c) Residence . Lenders principal residence or office location is set forth in Section 8(c).
(d) Purchase Entirely for Own Account . This Note and any Common Stock issued to Lender upon conversion hereof are and are to
be acquired for investment for Lenders own account, not as a nominee or agent, and not with a view to the resale or distribution of any part
thereof, and that Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. Lender further
represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to
such person or to any third person, with respect to this Note or the Conversion Shares.
(e) Restricted Securities . Lender understands that this Note and any Conversion Shares are characterized as restricted securities
under the federal securities laws inasmuch as they are being acquired from Borrower in a transaction not involving a public offering and that
under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited
circumstances. In this connection, Lender represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. Lender must bear the economic risk of this investment indefinitely unless such securities are
registered pursuant to the Securities Act, or an exemption from registration is available. Lender also understands that there is no assurance that
any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Lender to
transfer all or any portion of such securities under the circumstances, in the amounts or at the times Lender might propose.
(f) Legends . Lender understands that the Conversion Shares may bear one or all of the following legends:
(a) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION RELATED THERETO OR AN OPINION OF
COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

6
(b) Any legend required by the blue sky laws of any state to the extent such laws are applicable to the securities represented by the
certificate or other document so legended.
Section 7. Events of Default; Acceleration; Remedies .
(a) The occurrence of any of the following events shall constitute a default by Borrower ( Event of Default ) under this Note:
(i) Borrower fails to pay any of Borrowers Liabilities when due and payable or declared due and payable hereunder; (ii) Borrower fails to
perform, keep or observe in any material respect any material obligation under this Note; (iii) a petition under any section or chapter of Title 11
of the United States Code, as amended, or any similar law or regulation is filed by or against Borrower, if Borrower shall make an assignment
for the benefit of creditors, or if any similar case or proceeding is filed by Borrower or against it by its creditors, provided that such actions not
taken voluntarily by Borrower will not constitute an Event of Default if dismissed or stayed within 60 days thereof; (iv) any material
representation and warranty of Borrower is untrue in any material respect and Borrower does not effect a cure by causing such representation
and warranty to become true prior to such time as Lender is materially harmed thereby, (v) (1) the Borrower fails to make any payment when
due (after any applicable grace period) with respect to the Oxford Senior Loan, the ATEL Senior Loan or any other present or future
indebtedness (whether actual or contingent) of the Borrower for or in respect of moneys borrowed in an aggregate principal amount of at least
$1,000,000 or (2) any lenders, creditors or similar parties in respect of the agreements referred to in clause (v)(1) of this Section 7(a) declares
any such indebtedness to be due and payable prior to its stated maturity date; (vi) the Senior Creditors take possession of, or commence action
with a view to the seizure, compulsory acquisition, or possession of the assets of the Borrower; or (vii) an Event of Default (as defined in the
Oxford Loan Agreement, including all applicable definitions, as it exists on the date hereof and notwithstanding any amendment or modification
after the date hereof) occurs and is continuing.
(b) Subject to the Subordination Agreements, if an Event of Default (other than an Event of Default under Section 7(a)(iii)) has
occurred and is continuing, upon written notice by Lender to Borrower, all of Borrowers Liabilities hereunder shall be due and payable
forthwith and Lender may, without notice or demand, exercise all rights and remedies available to Lender under this Note or at law or equity. If
an Event of Default occurs under Section 7(a)(iii), then automatically all of Borrowers Liabilities hereunder shall immediately become due and
payable. The acceptance by Lender of partial payment made hereunder after the time any Borrowers Liabilities become due and payable
hereunder will not establish a custom, or waiver any rights of Lender to enforce the prompt payment hereof. Borrower and every endorser hereof
waive presentment, demand and protest and notice of presentment, protest, default, nonpayment, maturity, release, compromise, settlement,
extension or renewal of this Note.
(c) If at any time or times after the date of this Note, Lender: (i) employs counsel for advice or other representation to enforce any
rights of Lender against Borrower; and/or (ii) attempts to or enforces any of Lenders rights or remedies under this Note, the reasonable costs
and expenses incurred by Lender with respect to the foregoing shall be part of Borrowers Liabilities hereunder, payable by Borrower to Lender
on demand.

7
Section 8. Miscellaneous .
(a) Severance . If any provision of this Note or the application thereof to any party or circumstance is held invalid or unenforceable,
the remainder of this Note and the application of such provision to other parties or circumstances will not be affected thereby and the provisions
of this Note shall be severable in any such instance.
(b) Assignment . This Note may be assigned by the Lender to any affiliate of Lender but shall not otherwise be assignable without
Borrowers consent, except that Borrowers consent shall no longer be required after the entire principal amount committed hereunder by the
Lender shall have been drawn.
(c) Notices . Any notices under this Note shall be given by personal delivery or by nationally recognized overnight courier service at
the addresses specified below or any address specified by in writing from time to time by Borrower and Lender. Notices shall be effective upon
receipt or upon affirmative refusal to accept delivery.

(d) THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
(e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS

8
If to Lender: BGI-HONGKONG CO., LIMITED
16 Dai Fu Street, Tai Po Industrial Estate
Tai Po, Hong Kong
Attn: CHU Sze Nam
Fax: +852 2636 5406
email: ericchu@genomics.cn
with a copy to: OMelveny & Myers
1 Connaught Road Central
Hong Kong
Attn: David Johnson
Fax: +852 2522 1760
email: djohnson@omm.com
If to Borrower: Complete Genomics, Inc.
2071 Stierlin Court
Mountain View, California 94043
Attn: Ajay Bansal, Chief Financial Officer
Fax: (650) 964-2108
Email: abansal@completegenomics.com
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.
(f) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS NOTE AGAINST BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION WHERE SUCH PROPERTY IS LOCATED.
(g) NO PROVISION OF THIS NOTE SHALL ALTER OR IMPAIR THE OBLIGATION OF BORROWER, WHICH IS
ABSOLUTE AND UNCONDITIONAL, TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE AT THE TIMES, PLACE AND
RATE, AND IN THE COIN OR CURRENCY, HEREIN PRESCRIBED, AS PROVIDED HEREIN.
(h) Termination . This Note and the Borrowers obligations hereunder shall terminate and be of no further force or effect upon the
payment in full in cash of the Borrowers Liabilities (other than inchoate obligations).

9
IN WITNESS WHEREOF, Borrower and Lender have caused this Convertible Subordinated Promissory Note to be duly executed on the
date first stated above.

BORROWER:

COMPLETE GENOMICS, INC.

By:

/s/ Clifford A. Reid
Name: Clifford A. Reid
Title: Chief Executive Officer
LENDER:

BGI-HONGKONG CO., LIMITED

By:

/s/ Yin Ye
Name: Yin Ye
Title: COO
Exhibit A
Registration Rights Provisions
1. Certain Definitions . As used in this Note, the following terms shall have the following respective meanings:
Affiliate shall mean with respect to any Person, any other Person who directly or indirectly controls, is controlled by or is under
common control with such Person (and control means possession, directly or indirectly, of power to direct or cause the direction of
management or policies, whether through ownership of voting securities or otherwise).
Commission shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities
Act and the Exchange Act.
Convertible Securities shall mean (i) any debt or equity securities of Borrower, including preferred stock, that are convertible into or
exchangeable for Common Stock, and (ii) any rights, warrants or options to subscribe for or purchase Common Stock or any securities described
in clause (i).
Exchange Act shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.
Prospectus shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus
supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by
all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such
prospectus.
Public Offering shall mean an underwritten public offering of equity securities of Borrower pursuant to an effective registration
statement filed by Borrower under the Securities Act (other than on a Form S-8 or successors to such form).
Register , Registered and Registration refer to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.
Registrable Securities shall mean the Conversion Shares then held by Lender. Any Registrable Securities shall cease to be Registrable
Securities when (i) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the
Securities Act after the date hereof and such Registrable Securities have been disposed of in accordance with the plan of distribution set forth in
such Registration Statement, (ii) such Registrable Securities are disposed of pursuant to Rule 144 (or any similar provision then in force) under
the Securities Act or (iii) such Registrable Securities are disposed of by Lender in a transaction in which Lenders rights under this Agreement
are not assigned. Any securities that have ceased to be Registrable Securities cannot thereafter become Registrable Securities, and any security
that is issued or distributed in respect of securities that have ceased to be Registrable Securities is not a Registrable Security.
Registration Expenses shall mean all expenses incurred in complying with Section 2 of this Exhibit (excluding Selling Expenses),
including, without limitation, all federal and state registration, qualification, listing and filing fees, printing expenses, fees and disbursements of
counsel for Borrower, Blue Sky fees and expenses, the expense of any special audits incident to or required by any such registration, and all
other accounting fees incurred by Borrower and fees and disbursements of one counsel for Lender in an amount not to exceed $35,000.
Registration Statement shall mean any registration statement of Borrower which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such Registration Statement.
Securities Act shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
Selling Expenses shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities
pursuant to this Agreement.
Underwritten Offering shall mean a sale of securities of Borrower to an underwriter for reoffering to the public.
2. Piggyback Registration .
2.1 Notice of Piggyback Registration and Inclusion of Registrable Securities . Subject to the terms of this Agreement, each time Borrower
decides to Register any of its Common Stock (other than a Form S-4, a Form S-8, a universal shelf or a transaction pursuant to Rule 145 under
the Securities Act (or any successor forms or rules)), on a form that would be suitable for a Registration involving solely Registrable Securities
(a Piggyback Registration ), Borrower shall (a) promptly give Lender written notice thereof and (b) include in such Registration and in any
underwriting involved therein, all of the Registrable Securities specified in a written request delivered to Borrower by Lender within 10 Business
Days after delivery of such written notice from Borrower.
2.2 Underwriting in Piggyback Registration .
(a) Notice of Underwriting in Piggyback Registration . If a Piggyback Registration is an Underwritten Offering, the right of Lender
to Registration pursuant to this Section 2 shall be conditioned upon the inclusion of Lenders Registrable Securities in such underwriting to
the extent provided in Section 2.2.2. If Lender proposes to distribute its securities through such underwriting, Lender shall (together with
Borrower and any other stockholders distributing their securities through such underwriting) enter into a customary underwriting
agreement with the underwriter(s) selected by Borrower for such offering.
(b) Priority on Registration . In the event the underwriter(s) advise Borrower in writing that market factors (including, without
limitation, the aggregate number of shares of Registrable Securities requested to be Registered, the general condition of the market, and the
status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the type of securities to be sold or the
number of securities to be
underwritten, then the number of shares that may be included in the underwriting shall be allocated in such offering in the following order
of priority: (A) if the registration is initiated by a Person other than Borrower, (i) first, the number of shares requested to be registered by
such Person and Lender based upon their relative proportionate total holdings of shares requested to be included in such Registration,
which, in the opinion of such managing underwriter or underwriters, can be sold in the offering without a significant adverse effect on the
price, timing or distribution of the securities offered; (ii) second, the number of shares that Borrower has requested to be included in such
Registration Statement, which, in the opinion of such managing underwriter or underwriters, can be sold in the offering without a
significant adverse effect on the price, timing or distribution of the securities offered; and (iii) third, the number of shares requested by
other Persons to be included in such Registration, which, in the opinion of the managing underwriter or underwriters, can be sold without
such adverse effect referred to above; and (B) in the case of a Registration initiated by Borrower, (i) first, 100% of the securities that
Borrower proposes to sell, and (ii) second, the number of shares of securities which all other Persons, including Lender, have requested to
be included in such Registration which, in the opinion of the managing underwriter or underwriters, can be sold without such adverse
effect referred to above, such amount to be allocated pro rata among such Persons based upon their relative proportionate total holdings of
securities of Borrower.
(c) Right of Withdrawal in Piggyback Registration . If Lender disapproves of the terms of the underwriting, Lender may elect to
withdraw therefrom by notice to Borrower and the underwriter(s) prior to the execution of the underwriting agreement. The securities so
withdrawn shall also be withdrawn from the Registration.
2.3 Blue Sky in Piggyback Registration . In the event of any Piggyback Registration, Borrower shall exercise commercially
reasonable efforts to Register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws
of such jurisdictions as shall be reasonably appropriate for the distribution of such securities; provided, however, that (a) Borrower shall
not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and
(b) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified
imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling
stockholders, such expenses shall be payable pro rata by the selling stockholders.
2.4 S-3 Registration . Promptly (but in any event, no later than 30 days following the date upon which Lender converts all
outstanding principal and accrued interest under the Note into Conversion Shares pursuant to Section 4 of the Note), Borrower shall
prepare and file with the Commission a Registration Statement on Form S-3 (including, without limitation, in accordance with General
Instruction I.D. of such Form) covering the resale of the Registrable Securities, and may, at the election of Lender, include a shelf
registration statement (as defined below). Borrower shall use commercially reasonable efforts to cause such Registration Statement to be
declared effective as soon as practicable after it has been filed.
3. Expenses of Registration . All Registration Expenses incurred in connection with any Registration pursuant to this Agreement shall be borne
by Borrower. Unless otherwise stated, all other Selling Expenses relating to securities registered on behalf of Lender incurred in connection with
any Registration pursuant to this Agreement shall be borne by the stockholders holding the Registrable Securities included in such Registration
pro rata on the basis of the number of shares so Registered.
4. Obligations of Borrower . Whenever required under Section 2 (so long as Borrower or other initiator of such Registration, in its sole
discretion, does not abandon the Registration) to use its reasonable efforts to effect the Registration of any Registrable Securities, Borrower
shall, as expeditiously as reasonably possible:
4.1 File Registration Statement . Prepare and file with the Commission a Registration Statement with respect to such Registrable Securities
and use commercially reasonable efforts to cause such Registration Statement to become and remain effective until the distribution described in
the Registration Statement has been completed; provided, however, that in connection with any proposed Registration intended to permit an
offering of any securities from time to time (i.e., a so-called shelf registration ), Borrower shall in no event be obligated to cause any such
Registration to remain effective for more than 450 days, said period to be increased by one day for each day that the effectiveness of the shelf-
registration is suspended and for each day that the Prospectus cannot be used due to a notification under Section 5.5 or other legal requirement to
amend the Prospectus, or in accordance with Section 8 hereof.
4.2 File Amendments and Supplements . Prepare and file with the Commission such amendments and supplements to such Registration
Statement and Prospectus as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such Registration Statement.
4.3 Furnish Prospectus . Furnish to Lender such numbers of copies of a Prospectus, including a preliminary Prospectus, in conformity with
the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by it.
4.4 Deregistration . Promptly deregister, if requested by Lender, any Registrable Securities which are not sold pursuant to a Registration
after the Registration Statement relating thereto is no longer effective.
4.5 Notification to Lender . Promptly notify Lender (i) and (if requested) confirm such notice in writing, as soon as practicable after notice
thereof is received by Borrower (a) when the Registration Statement and any amendments thereto have been filed and become effective and the
Prospectus, offering circular or other offering document or any amendment or supplement to the Prospectus has been filed or (b) of any request
by the Commission for amendments or supplements to the Registration Statement, the Prospectus or for additional information, and (ii) at any
time when a Prospectus relating thereto is required to be delivered under the Securities Act, of (a) the happening of any event of which Borrower
is aware as a result of which the Prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements
therein, in light of the circumstances under which made, not misleading and, at the request of Lender, Borrower shall as promptly as practicable
prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such
Prospectus will not contain an untrue statement of a material
fact or omit to state any fact necessary to make the statements therein in light of the circumstances under which made, not misleading or (b) of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or
suspending the use of any preliminary Prospectus, or of the suspension of the qualification of the Registration Statement for offering or sale in
any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes, whereupon, in either case each Investor shall
immediately cease to use such Registration Statement or Prospectus for any purpose and, as promptly as practicable thereafter, Borrower shall
prepare and file with the Commission, and shall furnish without charge to the appropriate Investors and managing underwriters, if any, a
supplement or amendment to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance
and such copies thereof as the Investors and any underwriters may reasonably request.
5. Information Furnished by Lender . It shall be a condition precedent of Borrowers obligations under this Agreement that Lender furnish to
Borrower such information regarding Lender and the distribution proposed by it as Borrower may reasonably request in the event Registrable
Securities are included in any Registration.
6. Indemnification .
6.1 Borrowers Indemnification of Lender. Borrower shall indemnify Lender and each of its directors, officers, employees and agents with
respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, against all
claims, losses, damages and liabilities and expenses (or actions in respect thereof) to the extent such claims, losses, damages or liabilities and
expenses arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Prospectus,
preliminary Prospectus or Registration Statement incident to any such Registration, qualification or compliance, are based on any omission (or
alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or are
based on any violation (or alleged violation) by Borrower of the Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, Exchange Act or any state securities law in connection with the offering covered by the
Registration; and Borrower shall reimburse Lender and each of its directors, officers, employees and agents for any reasonable legal and other
expenses as and when incurred in connection with investigating or defending any such claim, loss, damage, liability or expense; provided,
however, that the indemnity contained in this Section 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability
or expense if such settlement is effected without the consent of Borrower, provided that the request for such consent has been provided to Lender
no less than 30 days prior to such date of settlement, and such settlement does not provide for any admission of guilt or liability on the part of
Lender, which consent (consistent with the foregoing) shall not be unreasonably withheld, conditioned or delayed; and provided, further, that
Borrower will not be liable to Lender or any of its directors, officers, employees or agents in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based upon any untrue statement or omission contained in written information furnished to
Borrower by Lender or any of its directors, officers, employees or agents and stated to be for use in connection with the offering of securities of
Borrower, unless Lender has provided in writing to the Company, within a reasonable period of time prior to the filing of any such Prospectus,
preliminary Prospectus or Registration Statement incident to the
Registration, qualification or compliance or any amendment or supplement thereto, information which corrected any such untrue statement or
omission previously furnished to Borrower, and Borrower failed to include such information therein. The indemnification provided herein shall
survive any transfer of securities covered hereby.
6.2 Lenders Indemnification of Borrower . Lender shall, (i) indemnify Borrower and each of its directors, officers, employees, agents and
each other Person who controls the Company within the meaning of the Securities Act, any underwriter and any other Person selling securities
under such Registration or any of such other Persons shareholders, partners, members, managers, trustees, directors, officers, employees, agents
or any Person who controls such Person within the meaning of the Securities Act or Exchange Act, against all claims, losses, damages, liabilities
and expenses (or actions in respect thereof) arising out of or are based upon any untrue statement (or alleged untrue statement) of a material fact
contained in any Prospectus, preliminary Prospectus or Registration Statement incident to any such Registration, qualification or compliance,
based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading or are based on any violation (or alleged violation) by Lender of the Securities Act, the Exchange Act, any state securities
law or any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities law in connection with the offering
covered by the Registration; and (ii) reimburse Borrower and each of its directors, officers, employees, agents and such control Persons,
underwriter or other Person, or stockholder, partner, member, manager, director, officer, employee, agent or controlling Person of such Person,
for any reasonable legal and other expenses as and when incurred in connection with investigating or defending any such claim, loss, damage,
liability or expense; provided , however , that, Lender shall indemnify or reimburse, as applicable, to the extent, but only to the extent, that any
such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement (or alleged untrue statement) or omission (or
alleged omission) made in such Prospectus or Registration Statement in reliance upon and in conformity with written information concerning
Lender which is furnished to Borrower by Lender and stated to be specifically for use in connection with such Registration; provided , however ,
that the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability
or expense if such settlement is effected, consistent with Section 7.1, without the consent of Lender, which consent shall not be unreasonably
withheld, conditioned or delayed. In no event shall any indemnity under this Section 7.2 exceed the proceeds from the offering received by
Lender.
6.3 Indemnification Procedure . Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the
indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to
participate in and to assume the defense of such claim with counsel mutually satisfactory to the parties; provided, however, that if any party
reasonably determines that there may be a conflict between the position of Borrower or Lender in conducting the defense of such action, suit or
proceeding by reason of recognized claims for indemnity under this Section 7, then counsel for such party shall be entitled to conduct the
defense to the extent reasonably determined by such counsel to be necessary to protect the interests of such party. The failure to notify an
indemnifying party promptly of the commencement of any such action, if prejudicial to the ability of the indemnifying party to defend such
action, shall relieve such indemnifying party, to the extent so prejudiced, of any
liability to the indemnified party under this Section 7, but the omission so to notify the indemnifying party will not relieve such party of any
liability that such party may have to any indemnified party otherwise other than under this Section 7.
6.4 Contribution . If the indemnification provided for in Sections 7.1 or 7.2 is held by a court of competent jurisdiction to be unavailable
(other than expressly provided therein) to an indemnified party with respect to any claim, loss, damage, liability or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such claim, loss, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and the indemnified party on the other in connection with the actions that resulted in such claims, loss,
damage, liability or action, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact related to information supplied by the indemnifying party or by the indemnified party and the parties
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Borrower and Lender agree
that it would not be just and equitable if contribution pursuant to this Section 7.3 were based solely upon the number of entities from whom
contribution was requested or by any other method of allocation which does not take account of the equitable considerations referred to above in
this paragraph.
7. Market Stand-off . If so requested by the underwriters or any managing underwriter in respect of an Underwritten Offering of Borrowers
securities, Lender shall not sell, make any short sale of, loan, grant any option for the purchase of, hypothecate, hedge or otherwise dispose of
any securities of Borrower (other than those included in the Registration Statement with respect to such offering) (a) during the up to 90-day
period specified by the underwriters or the managing underwriter(s) following the commencement of any subsequent Underwritten Offering of
equity securities of Borrower. In order to enforce the foregoing covenants, Borrower may impose stop-transfer instructions with respect to the
securities of Lender. Lender shall enter into a separate agreement providing for the foregoing, as may be requested by the underwriters or any
managing underwriter of any such public offering.
8. Assignment . Lender may assign its rights hereunder to any permitted assignee of the Convertible Securities or Registrable Securities,
provided that such assignment is of all of Lenders Convertible Securities or Registrable Securities, as applicable.
Exhibit 10.3
THIRD AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT to Loan and Security Agreement (this Amendment ) is entered into as of September 15, 2012, by and
between OXFORD FINANCE LLC (successor in interest to Oxford Finance Corporation; in its individual capacity, Oxford ; and in its
capacity as Collateral Agent, Collateral Agent ), the Lenders a party thereto from time to time including Oxford in its capacity as a Lender
(each a Lender and collectively, the Lenders) and COMPLETE GENOMICS, INC., a Delaware corporation ( Borrower ).
R ECITALS
A. Collateral Agent, Lender and Borrower have entered into that certain Loan and Security Agreement dated as of March 25, 2011 (as
amended from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of August 22, 2011 and that
certain Second Amendment to Loan and Security Agreement dated as of February 28, 2012, as the same may from time to time be further
amended, modified, supplemented or restated, the Loan Agreement ).
B. Lender has extended credit to Borrower for the purposes permitted in the Loan Agreement.
C. Borrower has requested that Collateral Agent and Lender amend the Loan Agreement to make certain revisions to the Loan Agreement
as more fully set forth herein.
D. Borrower, Collateral Agent and Lender have agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in
accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.
A GREEMENT
N OW , T HEREFORE , in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.
2. Amendments to Loan Agreement .
2.1 Section 6.13 (Financial Covenant). A new Section 6.13 hereby is added to the Loan Agreement to read as follows:
6.13 Financial Covenant. From and after Borrowers incurrence of any Indebtedness from BGI-HONGKONG CO., LIMITED pursuant
to the terms of that certain $30,000,000 Convertible Subordinated Promissory Note by Borrower in favor of BGI-HONGKONG CO.,
LIMITED dated as of September 15, 2012, Borrower shall maintain a Liquidity Ratio of not less than 0.90 to 1.00 at all times.
2.2 Section 13.1 (Definitions). The following term and its respective definition hereby is added to Section 13.1 of the Loan
Agreement as follows:
Liquidity Ratio means a ratio of (i) Borrowers unrestricted cash and Cash Equivalents to (ii) the aggregate amount of
Borrowers Obligations to Collateral Agent and Lenders plus the Atel Indebtedness.

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2.3 Exhibit C attached to the Loan Agreement hereby is replaced with Exhibit C attached hereto.
3. Limitation of Amendments.
3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as
written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan
Document, or (b) otherwise prejudice any right or remedy which Collateral Agent or any Lender may now have or may have in the future under
or in connection with any Loan Document.
3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.
4. Representations and Warranties. To induce Collateral Agent and Lender to enter into this Amendment, Borrower hereby represents
and warrants to Collateral Agent and Lender as follows:
4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are
true, accurate and complete in all material respects as of the date hereof (except as previously disclosed in writing to Lender and except to the
extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b), no Event of
Default has occurred and is continuing;
4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan
Agreement, as amended by this Amendment;
4.3 The organizational documents of Borrower delivered to Collateral Agent and Lender on the Effective Date, or thereafter are true,
accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, have been duly authorized;
4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any
contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body
or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;
4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower,
except as already has been obtained or made; and
4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable
against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors rights.
5. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.

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6. Effectiveness. This Amendment shall be deemed effective upon (i) the due execution and delivery to Collateral Agent and Lender of
this Amendment by each party hereto; (ii) the due execution and delivery to Collateral Agent of updated Borrowing Resolutions, in substantially
the form attached hereto as Annex I; (iii) the due execution and delivery of a subordination agreement entered into by BGI-HONGKONG CO.,
LIMITED in favor of, and in form and substance satisfactory to, Collateral Agent; (iv) copies of all documents, instruments, certificates and/or
agreements necessary to, related to, or executed in connection with, Borrowers Indebtedness to BGI-HONGKONG CO., LIMITED, and
(v) Borrowers payment of all Lenders Expenses incurred through the date of this Amendment.
[ Balance of Page Intentionally Left Blank ]

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I N W ITNESS W HEREOF , the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written
above.

[ Signature Page to Third Amendment to Loan and Security Agreement ]
COLLATERAL AGENT: BORROWER:
OXFORD FINANCE LLC COMPLETE GENOMICS, INC.
By: /s/ Mark Davis By: /s/ Clifford A. Reid
Name: Mark Davis
Name: Clifford A. Reid
Title: VP - Finance, Secretary & Treasurer
Title: Chief Executive Officer
LENDER:
OXFORD FINANCE FUNDING TRUST 2012-01
By: Oxford Finance LLC, as servicer
By: /s/ Mark Davis
Name: Mark Davis
Title: VP- Finance, Secretary & Treasurer

EXHIBIT C
COMPLIANCE CERTIFICATE

The undersigned authorized officer of Complete Genomics, Inc. (Borrower) certifies that under the terms and conditions of the Loan and
Security Agreement between Borrower and Lender (as amended, restated, supplemented or otherwise modified from time to time, the
Agreement), (1) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted
below, (2) there are no Events of Default, (3) all representations and warranties in the Agreement are true and correct in all material respects on
this date except as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each of its Subsidiaries,
has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits
and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement, and (5) no Liens have
been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has
not previously provided written notification to Lender. Attached are the required documents supporting the certification. The undersigned
certifies, in the capacity as an officer of the Borrower, that these are prepared in accordance with GAAP consistently applied from one period to
the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges, in the capacity as an officer of the
Borrower, that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of
the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise
defined herein shall have the meanings given them in the Agreement.
Please indicate compliance status by circling Yes/No under Complies column.

The following are the exceptions with respect to the certification above: (If no exceptions exist, state No exceptions to note.)



TO: OXFORD FINANCE CORPORATION, as Collateral Agent Date: ________
FROM: COMPLETE GENOMICS, INC., as Borrower
Reporting Covenant Required Complies
Monthly Financial Statements Monthly within 30 days Yes No
Compliance Certificate
Audited Financial Statements Annually within 90 days after FYE Yes No
Board Approved Projections Annually within 45 days after FYE Yes No
Financial Covenant Required Complies
Liquidity Ratio 0.90:1.00 Yes No
LENDER USE ONLY
COMPLETE GENOMICS, INC. Received by: __________________________
AUTHORIZED SIGNER
By: ____________________________________ Date: _______________________________
Name: __________________________________
Title: ___________________________________ Verified: ______________________________
AUTHORIZED SIGNER
Date: _______________________________
Compliance Status: Yes No
ANNEX I
CORPORATE BORROWING CERTIFICATE

I hereby certify as follows, as of the date set forth above:
1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below.
2. Borrowers exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware.
3. Attached hereto as Exhibit A and Exhibit B , respectively, are true, correct and complete copies of (i) Borrowers Certificate of Incorporation
(including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above; and
(ii) Borrowers Bylaws. Neither such Certificate of Incorporation nor such Bylaws have been amended, annulled, rescinded, revoked or
supplemented, and such Certificate of Incorporation and such Bylaws remain in full force and effect as of the date hereof.
4. The following resolutions were duly and validly adopted by Borrowers Board of Directors at a duly held meeting of such directors (or
pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof
and have not been in any way modified, repealed, rescinded, amended or revoked, and the Lenders may rely on them until each Lender receives
written notice of revocation from Borrower.
R ESOLVED , that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on
behalf of Borrower:

R ESOLVED F URTHER , that any one of the persons designated above with a checked box beside his or her name may, from time to time,
add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.
R ESOLVED F URTHER , that such individuals may, on behalf of Borrower:
Borrow Money . Borrow money from the Lenders.
Execute Loan Documents . Execute any loan documents any Lender requires.
Grant Security . Grant Collateral Agent a security interest in any of Borrowers assets.
Negotiate Items . Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an
interest and receive cash or otherwise use the proceeds.
B ORROWER : COMPLETE GENOMICS, INC. D ATE : September __, 2012
C OLLATERAL OXFORD FINANCE LLC
A GENT :
L ENDER : OXFORD FINANCE FUNDING TRUST 2012-01
Name Title Signature
Authorized to
Add or Remove
Signatories
























Further Acts . Designate other individuals to request advances, pay fees and costs and execute other documents or agreements
(including documents or agreement that waive Borrowers right to a jury trial) they believe to be necessary to effectuate such
resolutions.
R ESOLVED F URTHER , that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.
5. The persons listed above are Borrowers officers or employees with their titles and signatures shown next to their names.

*** If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in
paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of
Borrower.
I, the __________________________ of Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set
[print title]
forth above.

By:

Name:

Title:

By:

Name:

Title:


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Exhibit 99.1
Complete Genomics and BGI-Shenzhen Announce Definitive Agreement to Merge
~ Combination will create a global innovator in whole human genomic sequencing ~
Mountain View, CA and Shenzhen, China Sept. 17, 2012 Complete Genomics, Inc. (NASDAQ: GNOM)
(Complete), an innovative leader in whole human genomic sequencing, and BGI-Shenzhen (BGI), a leading
international genomics company based in Shenzhen, China, today announced that they have entered into a definitive
merger agreement. Through this agreement, a wholly-owned U.S. subsidiary of BGI will launch a tender offer to purchase
all outstanding shares of common stock of Complete for $3.15 per share in cash, without interest. This price represents
approximately a 54% premium to the $2.04 closing price per share of Complete common stock on June 4, 2012, the last
trading day prior to Completes announcement that it was undertaking an evaluation of strategic alternatives to secure the
financial resources needed for continued commercialization of its technology.
Completes board of directors has unanimously recommended that stockholders accept the offer and tender their shares.
Based on the number of fully diluted outstanding shares of Complete, the aggregate value of the transaction is
approximately $117.6 million. In addition, Complete and an affiliate of BGI have entered into an agreement pursuant to
which Complete will be provided with up to $30 million in bridge financing for its operations following the signing of the
merger agreement.
Complete provides whole human genome sequencing, which is used by research centers to conduct medical research that,
in the future, is expected to be used by doctors and hospitals to improve both prevention and treatment of disease. BGI
operates international genome sequencing centers, which support genetic research into agriculture, animals and humans
and serve researchers around the world including the United States. The combination of the two companies is expected to
bring together complementary scientific and technological expertise and R&D capabilities. Complete will continue to be
operated as a separate company with headquarters and operations remaining in Mountain View, California.
BGIs CEO Wang Jun said, Complete has developed a proprietary whole human genome sequencing technology that,
together with other sequencing platforms used by BGI, will fit well with our research and business requirements and
position Complete to become an even more successful global innovator. We look forward to growing the business to
improve medical research and, when clinical services are provided, support better disease diagnosis with tools that can be
used by doctors and hospitals to treat their patients.
With the assistance of our advisors, we engaged in a thorough review of a broad set of possible alternatives for the
company, and we believe the transaction with BGI represents the best outcome for our stockholders, offering them
liquidity and a premium value, said Dr. Clifford Reid, chairman and CEO of Complete. In addition, it offers a great
outcome for our customers, present and future. The combination of the companies resources provides an opportunity to
accelerate our vision of providing
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researchers and physicians with the genomic information needed to prevent, diagnose, and treat cancers and other genetic
diseases.
The Offer and the Merger
Under the terms of the definitive merger agreement, a wholly-owned subsidiary of BGI will commence a tender offer to
purchase all of the outstanding shares of Complete common stock for $3.15 per share in cash, without interest, within
seven business days and the tender offer will remain open for a minimum of 20 business days following the
commencement. All of Completes directors and executive officers as well as certain other major stockholders, who
collectively own approximately 17.5% of the outstanding common stock of Complete, have entered into a tender and
support agreement and have agreed to tender all of their shares pursuant to the tender offer. The tender offer is conditioned
upon the satisfaction of various conditions, including, at least a majority of the outstanding common stock of Complete
(determined on a fully diluted basis) being tendered, the termination of any waiting period under the U.S. Hart-Scott-
Rodino Antitrust Improvements Act of 1976, clearance by the Committee on Foreign Investment in the United States, the
approval of certain governmental authorities in the Peoples Republic of China, as well as the satisfaction of other
customary conditions. The transaction is expected to be completed in early 2013. The merger agreement also provides for
the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender
offer which would result in all shares not tendered in the tender offer being converted into the right to receive $3.15 per
share in cash, without interest.
Advisors
Citi is serving as financial advisor for the transaction to BGI and OMelveny & Myers LLP is acting as BGIs legal
counsel. Complete is advised by Jefferies & Company and its legal counsel is Latham & Watkins LLP.
About BGI
BGI includes both non-profit genomic research institutes and sequencing application commercial units that provide
comprehensive sequencing and bioinformatics services for medical, agricultural and environmental applications. Our
commercial activities help our customers achieve their research goals by delivering rapid, high-quality results using a
broad array of cost-effective, cutting-edge technologies. Our customers also benefit from our scientific expertise and
research experience that have generated over 250 publications in top-tier journals such as Nature and Science . BGI is
recognized globally as an innovator for conducting international collaborative projects with leading research institutions to
better mankind and our world. Additional information about BGI and its U.S. subsidiary, BGI Americas, can be found at
www.genomics.cn/en and www.bgiamericas.com.
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About Complete
Through its pioneering sequencing-as-a-service model, Complete provides the most accurate whole human genome
sequencing available today. The ease of use and power of Completes advanced informatics and analysis systems provide
genomic information needed to better understand the prevention, diagnosis, and treatment of diseases. Additional
information can be found at http://www.completegenomics.com.
Additional Information and Where to Find It
The tender offer proposed by a wholly-owned U.S. subsidiary of BGI referred to in this release has not yet commenced,
and this release is neither an offer to purchase nor a solicitation of an offer to sell securities. If and when the tender offer is
commenced, (i) BGI will cause to be filed with the Securities and Exchange Commission (the SEC) a tender offer
statement and (ii) Complete Genomics, Inc. (the Company) will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER
STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER
OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors may obtain a free copy of these documents (if and when they become available) and other
relevant documents filed with the SEC through the website maintained by the SEC at www.sec.gov. In addition, investors
and stockholders will be able to obtain free copies of these materials filed by the Company by contacting Investor
Relations by telephone at (650) 943-2788, by mail at Complete Genomics, Inc., Investor Relations, 2071 Stierlin Court,
Mountain View, California 94043, or by going to the Companys Investor Relations page on its corporate website at
www.completegenomics.com.
Note on Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this document are forward-looking statements that
involve risks and uncertainty. Future events regarding the proposed transactions and both the Companys and BGIs actual
results could differ materially from the forward-looking statements. Factors that might cause such a difference include, but
are not limited to, statements regarding the combined companies plans following, and the expected completion of, the
proposed acquisition. These forward-looking statements involve certain risks and uncertainties that could cause actual
results to differ materially from those indicated in such forward-looking statements and generally include statements that
are predictive in nature and depend upon or refer to future events or conditions. Risks and uncertainties include the ability
of the Company and BGI to complete the transactions contemplated by the Merger Agreement, including the parties
abilities to satisfy the conditions to the consummation of the proposed acquisition; the possibility of any termination of the
merger agreement; the timing of the tender offer and the subsequent merger; uncertainties as to how many of the
Companys stockholders will tender their shares of common stock in the tender offer; the possibility that various other
conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including that
a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the acquisition; other
uncertainties pertaining to the business of the Company or BGI; legislative and regulatory activity and oversight; the
continuing global
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economic uncertainty and other risks detailed in the Companys public filings with the SEC from time to time, including
the Companys most recent Annual Report on Form 10-K for the year ended December 31, 2012, Quarterly Reports on
Form 10-Q and its subsequently filed SEC reports, each as filed with the SEC, which contains and identifies important
factors that could cause actual results to differ materially from those contained in the forward-looking statements. The
reader is cautioned not to unduly rely on these forward-looking statements. Each of the Company and BGI expressly
disclaims any intent or obligation to update or revise publicly these forward-looking statements except as required by law.
MEDIA CONTACTS
For Complete Genomics, Inc.:
David Olmos
Director of Editorial Strategies
Waggener Edstrom Worldwide Healthcare
Tel: (415) 547-7039
Mobile: (323) 547-0572
dolmos@waggeneredstrom.com
For BGI-Shenzhen:
In the U.S.
Jason Golz
Brunswick Group
Tel: (415) 671-7676
JGolz@brunswickgroup.com
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In China
Martin Reidy
Brunswick Group
Tel: +86-10-5960-8600
mreidy@brunswickgroup.com