PACKARD COMPANY. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- STOCKHOLDER By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Stockholder's Address for Notice: --------------------------------------------- --------------------------------------------- --------------------------------------------- __________ Outstanding Shares of Common Stock of the Company __________ Outstanding Shares of Common Stock of the Company subject to outstanding stock options ***VOTING AGREEMENT*** EXHIBIT A IRREVOCABLE PROXY The undersigned Stockholder of Heartstream, Inc., a Delaware corporation (the "COMPANY"), hereby irrevocably appoints D. Xxxxx Xxxxxxxx and Xxx X Xxxxxxx, the Secretary and Assistant Secretary, respectively, of Hewlett-Packard Company, a California corporation ("PARENT"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the voting of the Shares and the New Shares (as such terms are defined in the Voting Agreement of even date herewith between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters described below (and on no other matter), until such time as that certain Agreement and Plan of Reorganization dated as of December 29, 1997 (the "MERGER AGREEMENT"), among Parent, Whistler Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be terminated in accordance with its terms or the Merger (as defined in the Merger Agreement) becomes effective. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares, the New Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable, is granted pursuant to the Voting Agreement and is granted in consideration of Parent entering into the Merger Agreement. The attorneys and proxies named above will be empowered at any time prior to the earlier of termination of the Merger Agreement and the date on which the Merger becomes effective to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respec...
PACKARD COMPANY. By: ------------------------------------------ Name: Title:
PACKARD COMPANY. By: -------------------------------------- Lewix X. Xxxxx Chairman, CEO, and President By: --------------------------------------- D. Craix Xxxxxxxx Associate General Counsel and Secretary [Hewlett-Packard Logo] HEWLETT-PACKARD COMPANY RESTRICTED STOCK AGREEMENT This Agreement is made as of by and between Hewlett-Packard Company, a California Corporation ("Company"), and Employee Number .
PACKARD COMPANY. By /s/ Xxxxx X.Xxx --------------- Xxxxx X.Xxx Chairman of the Compensation Committee
PACKARD COMPANY. By ------------------------------------------ Xxxxx X. Xxxxx, Chairman, CEO and President
PACKARD COMPANY. By: ----------------------------------------- Name: Title: By: S-C INDIGO II CV, its General Partner By: S-C Graphics, Inc., its General Partner Name: Title: Address: ----------------------------------- ------------------------------------------------- ------------------------------------------------- Telephone: -------------------------------- Facsimile No.: -------------------------------- Shares beneficially owned: shares of --------------------------- Common Shares shares of --------------------------- Common Shares issuable upon the exercise of outstanding options, warrants or other rights. EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of Indigo N.V., a corporation organized under the laws of The Netherlands (the "Company"), hereby irrevocably (to the ------- fullest extent permitted by law), solely in his, her or its individual capacity as a shareholder, appoints ___________________, and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of the Company issued or issuable in respect thereof on or after the date hereof (collectively, the "Shares") in accordance with the terms ------ of this Proxy. The Shares beneficially owned by the undersigned shareholder of the Company as of the date of this Proxy are listed on the final page of this Proxy. Upon the execution of this Proxy by the undersigned, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies with respect to the Shares until after the Termination Date (as defined below).
PACKARD COMPANY. By: /s/ Xxx X. Xxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxx ---------------------------------------- Title: Associate General Counsel and --------------------------------------- Assistant Secretary --------------------------------------- AGILENT TECHNOLOGIES, INC. By: /s/ Xxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxx Xxxxxxxx ---------------------------------------- Title: Senior Vice President, General Counsel --------------------------------------- and Secretary --------------------------------------- [Signature Page to Real Estate Matters Agreement] Schedule 1 ---------- Form Transfer for Owned Properties RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx 000 Xxxx Xxxx Xxxx Xxxx Xxxx, XX 00000-0000 Attn: Real Estate Department/Xxxxx X. Xxxxxxxx MAIL TAX STATEMENTS TO: Agilent Technologies, Inc. 0000 Xxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attn: Tax Department Documentary Transfer Tax is not of public record and is shown on a separate sheet attached to this deed. __________________________________________________________________________ GRANT DEED FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, HEWLETT-PACKARD COMPANY, a Delaware corporation, successor by merger to HEWLETT- PACKARD COMPANY, a California corporation, hereby grants to AGILENT TECHNOLOGIES, INC., a Delaware corporation, the real property located in the City of ____________, County of ____________, State of ____________, described on Exhibit A attached hereto and made a part hereof. Executed as of October ___, 1999. HEWLETT-PACKARD COMPANY, a Delaware corporation By:__________________________ Name:________________________ Its:_________________________ EXHIBIT A --------- LEGAL DESCRIPTION
PACKARD COMPANY. By: /s/ Xxxx Xxxxx-Xxxxxxx ---------------------- Typed Name: Xxxx Xxxxx-Xxxxxxx Title: Storage Manager Date: 11/5/02 ------- PINNACLE DATA SYSTEMS, INC. By: /s/ X. X. Xxxx -------------- Typed Name: Xxx Xxxx Title: Vice President/COO Date: 10/15/02 -------- Appendix B Statement of Work Exhibit V111 SUPPORT TERMS FOR TAPE LIBRARY PRODUCTS Purpose of this Exhibit. The terms contained in this Exhibit apply to any component part, sub-assembly, or assembly of a FRU Product identified by a unique HP Part Number assigned by HP and purchased by HP Global Supply Operations ("HP-GSO") from Supplier under the terms of this Agreement. This Agreement Exhibit VIII shall be deemed as an Addendum of the Statement of Work Appendix B to Divisional Service Agreement # 0 1 - 17-6261 between Hewlett Packard and Pinnacle Data Systems Inc. (hereafter referred to as PDS) herein.
PACKARD COMPANY. San Diego Division ----------------------------------------------------------------------------- (Entity Name) 16390 X. Xxxxxxxx Xxxxx ----------------------------------------------------------------------------- San Diego , CA 92127 ----------------------------------------------------------------------------- (Address) BY -------------------------------------------------------------------------- (Functional Manager's Signature) Mike Xxxxxx ----------------------------------------------------------------------------- Manufacturing Manager ----------------------------------------------------------------------------- (Title)
PACKARD COMPANY. By: ---------------------------------- Name: Title:
