This Voting
Agreement (the “ Agreement ”) is made and
entered into as of November ___, 2005, between Solexa, Inc., a
Delaware corporation (the “ Company ”),
and the undersigned stockholder (“ Holder
”) of the Company.
Whereas , Holder is the
registered owner of such number of the Company’s common
stock, par value $0.01 per share (the “ Common
Stock ”) and options to purchase such number of
shares of Common Stock as indicated beneath Holder’s
signature on the last page of this Agreement (shares of Common
Stock, exclusive of options to purchase Common Stock, indicated as
being owned by Holder on the signature page hereto shall be
referred to herein as the “ Shares
”);
Whereas , the Holder is
purchasing shares of Common Stock and warrants to purchase shares
of Common Stock pursuant to that certain Securities Purchase
Agreement (the “ Purchase Agreement ”) of
even date herewith (the “ Private Placement
”);
Whereas , the obligations in
the Purchase Agreement are conditioned upon the execution and
delivery of this Agreement; and
Whereas , in connection with
the consummation of the Private Placement, the Company and Holder
have agreed to provide for the voting of the Holder’s Shares
and the rights as set forth below.
Now, Therefore , in
consideration of these premises and for other good and valid
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. New
Shares . Holder agrees that any shares of capital stock or
interests in shares or other securities of the Company that Holder
purchases or with respect to which Holder otherwise acquires
registered or beneficial ownership after the date hereof and prior
to March 31, 2006 (“ New Shares ”)
shall be subject to the terms and conditions of this Agreement to
the same extent as if they constituted Shares.
2.
Agreement to Vote Shares . Until March 31, 2006,
Holder shall, at any meeting (whether annual or extraordinary and
whether or not an adjourned or postponed meeting) of stockholders
of the Company or of any class of stockholders of the Company,
however called, or in connection with any written resolution of the
holders of shares or any class of shares in the capital of the
Company, vote the Shares and any New Shares held by Holder in favor
of the issuance of Common Stock and warrants pursuant to the
Private Placement and any other transactions contemplated by the
Purchase Agreement. The Holder hereby agrees that he or she will
not vote the Shares and New Shares in favor of the approval of any
action the consummation of which would frustrate the purposes, or
prevent or delay the consummation of, the transactions
contemplated by
the Purchase Agreement. This Agreement is intended to bind Holder
as a holder of Shares of the Company only with respect to the
specific matters set forth herein. Except as set forth this
Section 2, Holder shall not be restricted from voting in favor
of, against or abstaining with respect to any other matter
presented to the stockholders of the Company.
3.
Irrevocable Proxy . Concurrently with the execution
of this Agreement, Holder agrees to deliver to the Company a proxy
in the form attached hereto as Exhibit A (the “
Proxy ”), which shall be irrevocable to the
fullest extent permitted by law.
4.
Representations, Warranties and Covenants of Holder .
Holder hereby represents, warrants and covenants to the Company
that Holder (i) is the registered owner and, as set forth on
the signature page, beneficial owner, of the Shares and options to
purchase Common Stock, if any, indicated below Holder’s
signature on the signature page to this Agreement, which at the
date of this Agreement and at all times up until March 31,
2006, are, and will be, free and clear of any liens, claims,
options, charges or other encumbrances, and (ii) is not the
registered owner of any shares, options or other securities in, or
convertible into, capital stock of the Company, other than the
Shares and the options to purchase Common Stock, if any, indicated
below Holder’s signature on the last page of this Agreement.
Holder has the legal capacity, power and authority to enter into
and perform all of Holder’s obligations under this Agreement
(including under the Proxy). This Agreement (including the Proxy)
has been duly and validly executed and delivered by Holder and
constitutes a valid and binding agreement of Holder, enforceable
against Holder in accordance with its terms, subject to
(a) laws of general application relating to bankruptcy,
insolvency and the relief of debtors and (b) rules of law
governing specific performance, injunctive relief and other
equitable remedies.
5.
Further Assurances . Holder shall perform such
further acts and execute such further documents and instruments as
may reasonably be required to vest in the Company the power to
carry out and give effect to the provisions of this
Agreement.
6.
Fiduciary Duties . Notwithstanding anything in this
Agreement to the contrary: (i) Holder makes no agreement or
understanding herein in any capacity other than in Holder’s
capacity as a registered owner of the Shares and, to the extent
applicable, any New Shares, (ii) nothing in this Agreement
shall be construed to limit or affect any action or inaction by
Holder, or any officer, partner, member or employee, as applicable,
of Holder, serving on the Company’s Board of Directors acting
in such person’s capacity as a director or fiduciary of the
Company, and (iii) Holder shall have no liability to Parent or any
its affiliates under this Agreement as a result of an
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