EXHIBIT 10.16
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is made as of November
18, 1996 among LifeCell Corporation, a Delaware corporation (the "COMPANY"), the
Investors (as defined below) and Allstate Insurance Company ("ALLSTATE," and
together with the Investors, the "STOCKHOLDERS").
Vector Later-Stage Equity Fund, L.P., CIBC Wood Gundy Ventures,
Inc., and the other Persons identified as "Investors" on ANNEX A attached hereto
other than Allstate (collectively, the "INVESTORS") and the Company are entering
into a Securities Purchase Agreement simultaneously with the execution of this
Agreement (the "PURCHASE AGREEMENT"), pursuant to which the Investors are
purchasing shares of the Company's Series B Preferred Stock, par value $.001 per
share ("SERIES B PREFERRED"), and warrants to purchase shares of the Company's
common stock, par value $.001 per share (each, a "WARRANT"). Immediately after
the consummation of the transactions contemplated in the Purchase Agreement,
Allstate owns approximately 21% of the voting stock of the Company. Under the
Certificate of Designation (as defined in the Purchase Agreement), the Investors
have the right to designate three representatives (the "INVESTOR
REPRESENTATIVES") to the Company's board of directors (the "BOARD"), and, in
connection with the issuance and sale of the Securities to the Investors, the
Company and the Stockholders have agreed as to the composition of the entirety
of the Board. The Investors desire to enter into this Agreement for the purpose
of determining the Investor Directors and the Additional Outside Directors (as
defined below), the Company desires to enter into this Agreement for the purpose
of determining the Company Directors (as defined below), the Initial Outside
Director (as defined below) and the Additional Outside Directors, Allstate
desires to enter into this Agreement for the purpose of determining the
composition of the Board upon consummation of the issuance of the Series B
Preferred Stock to the Investors, and execution and delivery of this Agreement
is a condition to consummation of the transaction contemplated in the Purchase
Agreement.
The Company and the Stockholders hereby agree as follows:
1. CERTAIN DEFINITIONS.
Capitalized terms used but not defined herein shall have the
meanings assigned such terms in the Purchase Agreement.
"STOCKHOLDER SHARES" means, as of any particular time, (i) any
Common Stock purchased or otherwise acquired by any Stockholder, (ii) any Common
Stock issued or issuable directly or indirectly upon conversion of Preferred
Stock or upon exercise of Warrants, in each case, owned by a Stockholder, (iii)
any capital stock or other equity securities issued or issuable directly or
indirectly with respect to Common Stock referred to in clause (i) or clause (ii)
above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. For purposes of this Agreement, any Person who holds
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Preferred Stock or Warrants shall be deemed to be a Stockholder and the holder
of Stockholder Shares issued or issuable upon conversion of such Preferred Stock
or exercise of such Warrants (as the case may be) in connection with the
transfer thereof or otherwise and regardless of any restriction or limitation on
the conversion or exercise thereof.
2. BOARD OF DIRECTORS.
(a) From and after the date of this Agreement, each holder of
Stockholder Shares shall vote all of its Stockholder Shares and shall take all
other necessary or desirable actions within its control (whether in its capacity
as a stockholder or as an officer or director of the Company or otherwise, and
including, without limitation, attendance at meetings in person or by proxy for
the purposes of obtaining a quorum and execution of written consents in lieu of
meetings), and the Company shall take all necessary and desirable actions within
its control (including, without limitation, calling special Board and
stockholder meetings), so that:
(i) the maximum authorized number of directors on the Board shall
be established initially at nine directors and shall be reduced in accordance
with clauses (viii) and (ix) of this Section 2;
(ii) the following individuals shall be elected to the Board:
(A) three representatives (the "INVESTOR
DIRECTORS") designated by holders of a majority of the
Underlying Common Stock (the "MAJORITY INVESTORS"), which
Investor Directors shall include one representative
designated by Vector (the "VECTOR REPRESENTATIVE"), which
Vector Representative shall initially be X. Xxxxx
McDonald, one representative designated by CIBC-WG (the
"CIBC-WG REPRESENTATIVE"), which CIBC- WG Representative
shall initially be Xxxx X. Xxxxxxx, and one representative
(the "MAJORITY INVESTORS REPRESENTATIVE") selected by the
Majority Investors;
(B) the Chief Executive Officer (who shall
initially be Xxxx X. Xxxxxx) and Xxxxxxx X. Xxxxxxx (each,
a "COMPANY DIRECTOR") and Xxxxxxx Xxxx (the "INITIAL
OUTSIDE DIRECTOR");
(C) two representatives jointly designated by the
Investor Directors, and the Company Directors (which
designations shall take into account recommendations of a
top tier executive search firm jointly selected by the
Investor Directors and the Company Directors) (the
"ADDITIONAL OUTSIDE DIRECTORS"), which Additional Outside
Directors are neither members of the Company's management
nor an employee or an officer of the Company; and
(D) one representative (the "MEDTRONIC DIRECTOR")
designated by Medtronic, Inc., a Minnesota corporation
("MEDTRONIC");
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(iii) the removal from the Board (with or without cause) of any
Vector Representative, any CIBC-WG Representative or any Majority Investors
Representative shall be at the written request of Vector, CIBC-WG or the
Majority Investors, respectively, but only upon such written request and under
no other circumstances;
(iv) the removal from the Board (with or without cause) of any
Company Director or the Initial Outside Director shall be at the written request
of the majority of the other directors then in office, but only upon such
written request and under no other circumstances;
(v) the removal from the Board (with or without cause) of the
Medtronic Director shall be only in accordance with and as contemplated by
Section 6.3 of the Investment Agreement dated May 3, 1994 between the Company
and Medtronic (the "MEDTRONIC INVESTMENT AGREEMENT"); provided that the Company
shall not agree to any amendment to such Section 6.3 without the prior consent
of the Majority Investors;
(vi) in the event that any Investor Director or any Additional
Outside Director designated hereunder for any reason ceases to serve as a member
of the Board during his or her term of office, the resulting vacancy on the
Board shall be filled in the manner set forth above in clause (ii) of this
Section 2 by a representative designated by the same group that designated the
member that will no longer serve on the Board; provided that if such group fails
to designate a representative to fill such vacancy, the election of an
individual to fill such vacancy shall be accomplished in accordance with the
Company's bylaws and applicable law; provided, further, that the Stockholders
shall thereafter vote to remove such individual if the group which failed to
designate a representative to fill such vacancy pursuant to this Section 2 so
directs;
(vii) in the event that the Initial Outside Director for any
reason ceases to serve as a member of the Board during his term of office, the
resulting vacancy shall be filled by the vote of a majority of the other
directors then in office;
(viii) in the event that any Company Director (other than the
Chief Executive Officer) for any reason ceases to serve as a member of the Board
during his term of office, the resulting vacancy shall not be filled and the
number of authorized directors on the Board shall be reduced by the number of
such directors who have ceased to serve on the Board; and
(ix) at such time when Medtronic no longer has the right to
appoint a director pursuant to Section 6.3 of the Medtronic Investors Agreement,
the number of authorized directors on the Board shall be reduced by one and the
resulting directorship shall not be filled.
(b) The Company shall pay all out-of-pocket travel and other
expenses incurred by each director in connection with attending the meetings of
the Board or any committee thereof. So long as any Investor Director serves on
the Board and for 3 years thereafter, the Company shall maintain directors and
officers indemnity insurance coverage satisfactory to the Majority Investors,
and the Company's certificate of incorporation and bylaws shall provide for
indemnification and exculpation of directors to the fullest extent permitted
under applicable law.
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3. REPRESENTATIONS AND WARRANTIES. Each Stockholder represents and
warrants that (i) such Stockholder is the record owner of the number and type of
shares of the Company's capital stock indicated opposite its name on ANNEX A
hereto, (ii) this Agreement has been duly authorized, executed and delivered by
such Stockholder and constitutes the valid and binding obligation of such
Stockholder, enforceable in accordance with its terms, and (iii) such
Stockholder has not granted and is not a party to any proxy, voting trust or
other agreement which is inconsistent with, conflicts with or violates any
provision of this Agreement.
4. STOCKHOLDER COVENANT. No holder of Stockholder Shares shall grant any
proxy or become party to any voting trust or other agreement which is
inconsistent with, conflicts with or violates any provision of this Agreement.
5. TERMINATION. This Agreement shall terminate at the later of (i) such
time when all of the shares of Series B Preferred have been converted and (ii)
such time when the Company no longer has any obligation to deliver financial and
other information to certain Investors pursuant to Section 6.8 of the Purchase
Agreement; provided that, notwithstanding the foregoing, Allstate's obligations
under this Agreement shall terminate on the second anniversary of this
Agreement.
6. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same agree ment.
7. REMEDIES. Each Stockholder shall be entitled to enforce its rights
under this Agreement specifically, to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights existing in
their favor. Each Stockholder hereby acknowledges that money damages would not
be an adequate remedy for any breach of the provisions of this Agreement and
that each Stockholder may in its sole discretion apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive
relief (without posting a bond or other security) in order to enforce or prevent
any violation of the provisions of this Agreement.
8. NOTICES. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or mailed first class mail
(postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the Stockholder at the address indicated on the schedules hereto or
at such address or to the attention of such other person (including any
subsequent holder of Stockholder Shares) as the recipient party has specified by
prior written notice to the sending party. Notices shall be deemed to have been
given hereunder when delivered personally, three days after deposit in the U.S.
mail and one day after deposit with a reputable overnight courier service.
9. AMENDMENT AND WAIVER. This Agreement may be amended, modified and
supplemented, and compliance with any term, covenant, agreement or condition
contained herein may be waived either generally or in particular instances, and
either retroactively or prospectively, only by a written instrument executed by
(a) the Company and (b) the Majority Investors. No course
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of dealing between or among any persons having any interest in this Agreement
will be deemed effective to modify, amend or discharge any part of this
Agreement or any rights or obligations of any person under or by reason of this
Agreement.
10. GOVERNING LAW. THE CORPORATE LAW OF THE STATE OF DELAWARE SHALL
GOVERN ALL ISSUES AND QUESTIONS CONCERNING THE RIGHTS OF THE COMPANY AND THE
RIGHTS OF THE STOCKHOLDERS RELATIVE TO THE COMPANY. ALL OTHER ISSUES AND
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND
ENFORCEABILITY OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR
PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF NEW YORK.
11. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.
* * * *
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IN WITNESS WHEREOF, the Company and the Stockholders have
executed this Agreement on the day and year first above written.
LIFECELL CORPORATION
By XXXX X. XXXXXX
Xxxx X. Xxxxxx
President and Chief Executive Officer
VECTOR LATER-STAGE EQUITY FUND, L.P.
By Vector Fund Management,
L.P., its General Partner
By Unreadable Signature
Name:__________________
Title:President
CIBC WOOD GUNDY VENTURES, INC.
By/s/XXXX XXXXXXX
Name:Xxxx Xxxxxxx
Title:Managing Director
ALLSTATE INSURANCE COMPANY
ByUnreadable Signature
By________________________
Its Authorized Signatories
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXX X. XXXXX, XX.
(Signature)
Name:Xxx X. Xxxxx, Xx.
Vice President and Controller
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 6th day of November, 1996.
/S/ XXXXXXX XXXXXXX
(Signature)
Name:Xxxxxxx Xxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ XXXXXXXXXXX X. XXXXX XX.
(Signature)
Name: Xxxxxxxxxxx X. Xxxxx Xx.
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ P. XXXXXXX XXXXXXX, M.D.
(Signature)
Name: P. Xxxxxxx Xxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXX XXXX
(Signature)
Name: Xxxxx Xxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXX X. XXX
(Signature)
Name: Xxxx X. Xxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXX XXXXXXXXX
(Signature)
Name: Xxxxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXX X. XXXX XXXXXX X. XXXXXXXX
(Signature)
Name: Xxxxx X. Xxxx & Xxxxxx X. Xxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXX X. XXXX, TRUSTEE
(Signature)
Name: Xxxxx X. Xxxx, Trustee F/B/O
Xxxxxx X. Xxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this ____ day of November, 1996.
/S/ XXXX XXXXXXX
(Signature)
Name:Xxxx Xxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ B. XXXXXXX XXXXXX
(Signature)
Name: B. Xxxxxxx Xxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this ____ day of November, 1996.
/S/ XXXX XXXXXXX
(Signature)
Name:Xxxx Xxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXX XXXXXXXXX
(Signature)
Name: Xxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXXX XXXXXXXXX
(Signature)
Name:Xxxxxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXX XXXXXXXXX XXXXXX XXXXXXXXX
(Signature)
Name:Xxxxxx & Xxxxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXX X. XXXXXXXXX
(Signature)
Name: Xxxxx X. Xxxxxxxxx
General Partner
Chinook Equities
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this ____ day of November, 1996.
/S/ XXXXX XXXXXXX
(Signature)
Name:Xxxxx Xxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXXX X. XXXXX
(Signature)
Name:Xxxxxxx X. Xxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXX XXXXXXXXXXX
(Signature)
Name:Xxxxxx Xxxxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXXX X. XXXXXXXXXX
(Signature)
Name:Xxxxxxx X. Xxxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXX XXXXXXXXX
(Signature)
Name:Xxxxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this ____ day of November, 1996.
/S/ XXXX X. XXXXXXXX
(Signature)
Name:Xxxx X. Xxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXX X. XXXXX
(Signature)
Name:Xxxxxx X. Xxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 31st day of October, 1996.
/S/ XXXXXXX XXXXXXX
(Signature)
Name: Xxxxxxx Xxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXX XXXXXXXXX XXXXXXX X. XXXXXXXXX
(Signature)
Name: Xxxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXXX X. XXXXXXX
(Signature)
Name:Xxxxxxx X. Xxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXX XXXXXX XXXX XXXX XXXXXX
(Signature)
Name:Xxxxx Xxxxxx Xxxx Xxxx Xxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXX X. XXXXX XXXX X. XXXXX
(Signature)
Name:Xxxx X. Xxxxx & Xxxx X. Xxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXX XXXXXXXXX
(Signature)
Name: Xxxxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXX XXXXXXXXX
(Signature)
Name: Xxxxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXX X. XXXXXXXXX
(Signature)
Name: Xxxx X. Xxxxxxxxx
Managing Director of the General Partner
S.B.S.F. Biotechnology Partners, L.P.
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXXX X. XXXXXXX
(Signature)
Name: Xxxxxxx X. Xxxxxxx Trustee
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ XXXXXXX XXXXXX
(Signature)
Name: Xxxxxxx Xxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 5th day of November, 1996.
/S/ XXXXX X. XXXXX
(Signature)
Name: Xxxxx X. Xxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ XXXXX X. XXXXX
(Signature)
Name: Xxxxx X. Xxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ XXXXXX XXXXXXXXX
(Signature)
Name: Xxxxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this ____ day of November, 1996.
/S/ XXXXXX X. TOY
(Signature)
Name: Technology Funding Medical
Partners, L.L.P.
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this ____ day of November, 1996.
/S/ XXXXXX XXXXXX
(Signature)
Name: Xxxxxx Xxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXX X. XXXXX
(Signature)
Name: Xxxxxx X. Xxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ X.X. XXXXX
(Signature)
Name: X.X. Xxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXXXXX X. XXXXXXX
(Signature)
Name: Xxxxxxx X. Xxxxxxx XXX,
Gruntal & Co., Inc., Custodian
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ XXXXXXX X. XXXXXXXX
(Signature)
Name: Xxxxxxx X. Xxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 2nd day of November, 1996.
/S/ XXXXXXX X. XXXX
Signature)
Name: Xxxxxxx X. Xxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 11th day of November, 1996.
/S/ XXX X. XXXXXXX
(Signature)
Name: Xxx X. Xxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ XXXXXXX XXXXXX
(Signature)
Name: Xxxxxxx X. Xxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ XXXXXXXX XXXXXXXXX - GENERAL PARTNER
(Signature)
Name: Xxxxxxxx Xxxxxxxxx - General
Partner
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 4th day of November, 1996.
/S/ XXXX XXXX
(Signature)
Name: Xxxx Xxxx - Namax Corp -
President
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 1st day of November, 1996.
/S/ XXXX X. XXXXXXXXX
(Signature)
Name: Xxxx X. Xxxxxxxxx
Managing Director of the General Partner
S.B.S.C. Biotechnology Fund, L.P.
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 6th day of November, 1996.
/S/ XXXXXXXX XXXXXXXXX
(Signature)
Name: Xxxxxxxx Xxxxxxxxx
[VOTING AGREEMENT]
SIGNATURE PAGE TO VOTING AGREEMENT BETWEEN LIFECELL CORPORATION (THE
"COMPANY") AND CERTAIN INVESTORS, RELATING TO THE SALE OF THE COMPANY'S
SERIES B PREFERRED STOCK AND WARRANTS AS DESCRIBED IN THE COMPANY'S
PRIVATE PLACEMENT MEMORANDUM, DATED OCTOBER 29, 1996.
The undersigned hereby authorizes Gruntal & Co., Incorporated to deliver
this signature page to the Company at the closing of the offering of the
Company's offering of Series B Preferred Stock.
Dated this 6th day of November, 1996.
/S/ XXXXXXX X. XXXXXXX
(Signature)
Name: Xxxxxxx X. Xxxxxxx
STOCKHOLDERS -- ANNEX A
Stockholder
Name and Address Shares
----------------------------------------------- ------------------------------------
CIBC Wood Gundy Ventures, Inc. 44,800 shares of Series B Preferred
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
The Woodlands Venture Capital Company 2,500 shares of Series B Preferred
0000 Xxxxxxxxxx Xxxxx 482,068 shares of Common Stock
Xxx Xxxxxxxxx, XX 00000 15,000 shares of Series A Preferred
P. Xxxxxxx Xxxxxxx, M.D. 400 shares of Series B Preferred
000 Xxxxxx Xxxxx, X. #000 8,238 shares of Common Stock
Xxxxxx, XX 00000 1,250 shares of Series A Preferred
Xxxxxxxxxxx X. Xxxxx, Xx. 250 shares of Series B Preferred
Xxxxx Xxxxxx Inc. XXX P/S Custodian 1,738 shares of Common Stock
Acct: 721-66059-10-022 1,250 shares of Series A Preferred
00000 Xxxxxxx Xxx Xxxxxx
Xxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxx 400 shares of Series B Preferred
00 X. Xxxxxxxxx Xxxx
Xxx Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxx 250 shares of Series B Preferred
3606 Research Forest Drive 100,529 shares of Common Stock
Xxx Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxx 500 shares of Series B Preferred
0000 Xxxxxx Xxxxx
Xxxxxxxx Xxxx, XX 00000
Technology Funding Medical Partners I, L.P. 2,500 shares of Series B Preferred
0000 Xxxxxxx xx xxx Xxxxxx
Xxx Xxxxx, XX 00000
Vector Later-Stage Equity Fund, L.P. 40,000 shares of Series B Preferred
0000 Xxxx Xxxx xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Xxxxxxx X. XxXxxxxxx 186 shares of Series B Preferred
00 Xxxxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Xxxxx Xxxx 500 shares of Series B Preferred
0 Xxxxxxxxxx Xxxx
Xxxxxxxxx Xxxx, XX 00000
Stockholder
Name and Address Shares
----------------------------------------------- -------------------------------------
Xxxxxx Xxxxxxxxxxx 150 shares of Series B Preferred
00 Xxxxx Xxxxxx (00xx Xxxxx)
Xxx Xxxx, XX 00000
S.B.S.F. Biotechnology Partners, L.P. 1,000 shares of Series B Preferred
c/o Xxxx Xxxxxxxxx
Spears Xxxxxx Xxxxxxx & Xxxxxxx
00 Xxxxxxxxxxx Xxxxx -- 00xx Xxxxx
Xxx Xxxx, XX 00000
S.B.S.F. Biotechnology Fund, L.P. 9,000 shares of Series B Preferred
c/o Xxxx Xxxxxxxxx
Spears Xxxxxx Xxxxxxx & Xxxxxxx
00 Xxxxxxxxxxx Xxxxx -- 00xx Xxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxxxx 500 shares of Series B Preferred
0000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxx X. Xxxxx and Xxxx X. Xxxxx, JTWROS 250 shares of Series B Preferred
0000 X. Xxxxx
Xxxxxx, XX 00000
Xxxxx and Xxxx Xxxx Xxxxxx, JTWROS 200 shares of Series B Preferred
000 Xxxxxxx Xxxxxx, Xxx. 0X
Xxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx 50 shares of Series B Preferred
00 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Xxxxxxx and Xxxxx Xxxxxxxxx, JTWROS 1,500 shares of Series B Preferred
000 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Xxxxxxx Xxxxxxx 1,000 shares of Series B Preferred
00 Xxxxxxxxx Xxxxxx
Xxxx Xxxxx XX 00000
Xxxxxx X. Xxxxx 155 shares of Series B Preferred
0 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxx X. Xxxxxxxx 310 shares of Series B Preferred
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx.
Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Stockholder
Name and Address Shares
----------------------------------------------- -------------------------------------
Xxxxxx Xxxxxxxxx 465 shares of Series B Preferred
000 Xxxx 00xx Xxxxxx, 00X
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxxxxx 80 shares of Series B Preferred
000 Xxxxxxxx Xxxxxx, 0X
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxxx 330 shares of Series B Preferred
000 Xxxxx Xxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Xxxxx Xxxxxxx 250 shares of Series B Preferred
Xxxxxxx
Xxxxxxxxxx, XX 00000
Chinook Equities, Inc. 500 shares of Series B Preferred
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx and Xxxxxx Xxxxxxxxx, JTWROS 267 shares of Series B Preferred
0 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxxxx 248 shares of Series B Preferred
000 Xxxx 00xx Xxxxxx, Xxx. 000
Xxx Xxxx, XX 00000
Xxxx Xxxxxxxxx XXX, 155 shares of Series B Preferred
Gruntal & Co., Inc., Custodian
Dated July 19, 1996
0 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Xxxx Xxxxxxx 930 shares of Series B Preferred
0000 Xxxxxxx #0 X
Xxxxxx Xxxx, XX 00000
B. Xxxxxxx Xxxxxx 775 shares of Series B Preferred
00 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
Xxxx Xxxxxxx 250 shares of Series B Preferred
00 Xxxxxxxx Xxxxx
Xxxxxx Xxxxxx, XX 00000
Stockholder
Name and Address Shares
----------------------------------------------- -------------------------------------
Xxxxx X. Xxxx, Trustee 620 shares of Series B Preferred
F/B/O Xxxxxx X. Xxxx
The Xxxxx X. Xxxx Trust, dated November 21,
1986
000 Xxxx 000xx Xxxxxx, Xxx. 0X
Xxx Xxxx, XX 00000
Xxxxx X. Xxxx and Xxxxxx X. Xxxxxxxx JTWROS 1,550 shares of Series B Preferred
000 Xxxx 000xx Xxxxxx, Xxx. 0X
Xxx Xxxx, XX 00000
Xxxx X. Xxx 217 shares of Series B Preferred
00 Xxxx 00xx, 00X
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx 310 shares of Series B Preferred
000 Xx. Xxxxxxx Xxx
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxx 1,550 shares of Series B Preferred
X.X. Xxx 000
Xxxxxxxx, XX 00000
Xxxxxx X. Xxxxx 310 shares of Series B Preferred
0 Xxxxx Xxxxxx Xxxx
Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx XXX, 55 shares of Series B Preferred
Gruntal & Co., Inc., Custodian
Dated May 14, 1982 Acct: 215-67321-1-3-231
00 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Xxx X. Xxxxxxx 620 shares of Series B Preferred
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxxx Xxxxxx 87 shares of Series B Preferred
000 X. 00xx Xxxxxx
Xxxxx Xxxxx, XX 00000
Harbour Court L.P., II 250 shares of Series B Preferred
000 X. 00xx Xx., Xxx. 0X
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxxx
Stockholder
Name and Address Shares
----------------------------------------------- -------------------------------------
Namax Corp. 2,000 shares of Series B Preferred
000 Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxx, President
Xxxxxxx Xxxxxx 500 shares of Series B Preferred
00 Xxxxxx Xxxxx, Xxxxx X
Xxxxxxxxxx, XX 00000
Xxxxx X. Xxxxx 620 shares of Series B Preferred
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx Xxxxxxx, XX 00000
Xxxxx X. Xxxxx 500 shares of Series B Preferred
00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Xxxxxx Xxxxxxxxx 217 shares of Series B Preferred
000 Xxxx 00xx Xxxxxx 00X
Xxx Xxxx, XX 00000
The Xxxxxx X. Xxxxxxx Trust, 25 shares of Series B Preferred
Xxxxxxx X. Xxxxxxx, Trustee Est. April 14, 1992
00 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
The Xxxxxx X. Xxxxxxx Trust, 25 shares of Series B Preferred
Xxxxxxx X. Xxxxxxx, Trustee Est. April 14, 1992
00 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Pharmaceutical & Medical Technology Fund 3,000 shares of Series B Preferred
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Strategic Healthcare Fund 1,000 shares of Series B Preferred
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx X. Xxxxxxx 50 shares of Series B Preferred
00 Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Allstate Insurance Company
Xxxxxxxxxx Xxxxxxxxxx
Xxxxxxxx Xxxxx Xxxxx 000 761,397 shares of Common Stock
Xxxxxxxxxx, XX 00000 200,000 shares of Series A Preferred
