TENDER AND SUPPORT AGREEMENT
TENDER AND SUPPORT AGREEMENT (this "AGREEMENT") dated as of October 2,
2009 among Arigene Co., Ltd., a corporation organized under the laws of the
Republic of Korea (the "PARENT"), RTM Acquisition Company, a Delaware
corporation and a wholly-owned subsidiary of Parent (the "PURCHASER"), and
certain stockholders and optionholders of Trimeris, Inc., a Delaware corporation
(the "COMPANY"), listed on ANNEX I (each, a "STOCKHOLDER").
RECITALS
WHEREAS, as of the date hereof, each Stockholder on ANNEX I, is the
beneficial holder of the number of shares of Company Common Stock and Company
Stock Options, including Restricted Shares, set forth opposite such
Stockholder's name (all such beneficially owned shares of Company Common Stock
that are outstanding as of the date hereof, together with any shares of Company
Common Stock that are hereafter issued to or otherwise acquired or owned by any
Stockholder prior to the termination of this Agreement (including pursuant to
any exercise of Company Stock Options, acquisition by purchase, or stock
dividend, distribution, split-up, recapitalization, combination or similar
transaction), hereinafter the "SUBJECT SHARES");
WHEREAS, as a condition to their willingness to enter into the Agreement
and Plan of Merger (the "MERGER AGREEMENT") dated as of the date hereof among
Parent, Purchaser and the Company, Parent and Purchaser have required that each
Stockholder, and in order to induce Parent and Purchaser to enter into the
Merger Agreement each Stockholder has agreed to, enter into this Agreement; and
WHEREAS, capitalized terms used but not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Merger Agreement, and
the other definitional and interpretative provisions set forth in Section 9.8 of
the Merger Agreement shall apply hereto as if such provisions were set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth below, the
parties hereto agree as follows:
ARTICLE 1
AGREEMENT TO TENDER
Section 1.1. AGREEMENT TO TENDER. (a) Each Stockholder shall validly
tender or cause to be tendered in the Offer all of such Stockholder's Subject
Shares pursuant to and in accordance with the terms of the Offer. 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, including but not
limited to the letter of transmittal, each Stockholder shall (i) deliver to the
depositary designated in the Offer (the "DEPOSITARY") (A) a letter of
transmittal with respect to its Subject Shares complying with the terms of the
Offer, (B) a certificate or certificates representing such Subject Shares or an
"agent's message" (or such other evidence, if any, of transfer as the Depositary
may reasonably request) in the case of a book-entry transfer of any
uncertificated Subject Shares and (C) all other documents or instruments
required to be delivered by other stockholders of the Company pursuant to the
terms of the Offer, and/or (ii) instruct its broker or 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 the
terms of the Offer. To the extent any Stockholder exercises any Company Stock
Option prior to expiration of the Offer, such Stockholder shall take all actions
necessary to tender the resulting Subject Shares in a timely manner in
accordance with this Section 1.1. Each Stockholder agrees that once its Subject
Shares are tendered such
Stockholder will not withdraw any of such Subject Shares from the Offer, unless
and until this Agreement shall have been terminated in accordance with Section
5.3.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder represents and warrants to Parent and Purchaser as to
itself, severally and not jointly, that:
Section 2.1. AUTHORIZATION; BINDING AGREEMENT. If the record holder of
some or all of such Stockholder's Subject Shares is not a natural person, such
record holder is an entity duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, and the execution, delivery
and performance by such Stockholder of this Agreement with respect to the
Subject Shares and the consummation of the transactions contemplated hereby are
within such Stockholder's authority on behalf of the record holder and within
the record holder's corporate or organizational powers and have been duly
authorized by all necessary corporate or organizational actions on the part of
such record holder. The execution, delivery and performance by such Stockholder
of this Agreement and the consummation of the transactions contemplated hereby
are within his or her legal capacity and requisite powers, and if this Agreement
is being executed in a representative or fiduciary capacity, the person signing
this Agreement has full power and authority to execute, deliver and perform this
Agreement. This Agreement constitutes a valid and binding agreement of such
Stockholder enforceable against such Stockholder in accordance with its terms,
except (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar applicable 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.
Section 2.2. NON-CONTRAVENTION. The execution, delivery and performance by
such Stockholder of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate any certificate of
incorporation, bylaws or other organizational documents of any record holder of
the Stockholder's Subject Shares, (ii) violate any applicable law applicable to
such Stockholder or any record holder of the Stockholder's Subject Shares, (iii)
require any consent or other action by any person under, constitute a default
under, or give rise to any right of termination, cancellation or acceleration or
to a loss of any benefit to which such Stockholder or the record holder of the
Stockholder's Subject Shares is entitled under any provision of any material
agreement or material permit binding on such Stockholder or record holder (iv)
result in the imposition of any Lien on any asset of such Stockholder or record
holder of the Stockholder's Subject Shares, in the case of each of clauses (ii)
through (iv) such as, individually or in the aggregate, would not prevent or
materially delay such Stockholder's ability to perform its obligations
hereunder. No governmental licenses, authorizations, permits, consents or
approvals are required in connection with the execution and delivery of this
Agreement by such Stockholder or the consummation by such Stockholder or record
holder of the Stockholder's Subject Shares of the transactions contemplated
hereby, except for applicable requirements, if any, under the Exchange Act and
any other applicable U.S. state or federal securities laws and for such
licenses, authorizations, permits, consents or approvals the absence of which,
individually or in the aggregate, would not prevent or materially delay such
Stockholder's ability to perform its obligations hereunder.
Section 2.3. OWNERSHIP OF SUBJECT SHARES; TOTAL SHARES. Such Stockholder
is the record or beneficial owner of its Subject Shares and, as of the date of
Purchaser's acceptance of tendered Subject Shares in the Offer, such Subject
Shares will be free and clear of any Lien and any other limitation or
restriction (including any restriction on the right to vote or otherwise
transfer such Subject Shares), except as provided hereunder or pursuant to any
applicable restrictions on transfer under the Securities Act. As of
the date hereof, such Stockholder does not own, beneficially or otherwise, any
securities of the Company other than as set forth opposite such Stockholder's
name in ANNEX I.
Section 2.4. VOTING POWER. Such Stockholder has full voting power, with
respect to its Subject Shares, and full power of disposition, full power to
issue instructions with respect to the matters set forth herein, and full power
to agree to all of the matters set forth in this Agreement, in each case with
respect to all of its Subject Shares. None of such Stockholder's Subject Shares
are subject to any voting trust or other agreement or arrangement with respect
to the voting of such shares, except as provided hereunder.
Section 2.5. FINDER'S FEES. Except as provided in the Merger Agreement, no
investment banker, broker, finder or other intermediary is entitled to a fee or
commission from the Company or any of its subsidiaries in connection with the
transactions contemplated by the Merger Agreement or this Agreement based solely
upon any arrangement or agreement made by or on behalf of such Stockholder.
Section 2.6. RELIANCE BY PARENT AND PURCHASER. Such Stockholder
understands and acknowledges that Parent and Purchaser are entering into the
Merger Agreement in reliance upon such Stockholder's execution and delivery of
this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER
Each of Parent and Purchaser hereby, jointly and severally, represents and
warrants to the Stockholders as follows:
Section 3.1 AUTHORIZATION; BINDING AGREEMENT. Each of Parent and Purchaser
is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and the execution, delivery and
performance by Parent and Purchaser of this Agreement and the consummation of
the transactions contemplated hereby are within Parent's and Purchaser's
corporate powers and have been duly authorized by all necessary corporate
actions on the part of Parent and Purchaser. This Agreement constitutes a valid
and binding agreement of Parent and Purchaser enforceable against Parent and
Purchaser in accordance with its terms, except (i) as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium and other similar
applicable 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.
Section 3.2 NON-CONTRAVENTION. The execution, delivery and performance by
Parent and Purchaser of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate any certificate of
incorporation, bylaws or other organizational documents of Parent or Purchaser,
(ii) violate any laws applicable to Parent or Purchaser, (iii) require any
consent or other action by any person under, constitute a default under, or give
rise to any right of termination, cancellation or acceleration or to a loss of
any benefit to which Parent or Purchaser are entitled under any provision of any
material agreement or material permit binding on Parent or Purchaser or (iv)
result in the imposition of any Lien on any asset of Parent or Purchaser, in the
case of each of clauses (ii) through (iv) such as, individually or in the
aggregate, would not prevent or materially delay Parent's or Purchaser's ability
to perform its obligations hereunder. No governmental licenses, authorizations,
permits, consents or approvals are required in connection with the execution and
delivery of this Agreement by Parent and Purchaser or the consummation by Parent
and Purchaser of the transactions contemplated hereby, except for applicable
requirements, if any, under the Exchange Act and any other applicable U.S.
state, federal or foreign securities laws and for such licenses, authorizations,
permits, consents or approvals the absence of which, individually or in the
aggregate, would not prevent or materially delay Parent's or Purchaser's
ability to perform its obligations hereunder.
ARTICLE 4
ADDITIONAL COVENANTS OF THE STOCKHOLDERS
Subject to Section 5.14, each Stockholder hereby covenants and agrees as
to itself, severally and not jointly, that:
Section 4.1. VOTING OF SUBJECT SHARES. (a) At every meeting of the
stockholders of the Company called, and at every adjournment or postponement
thereof, such Stockholder shall, or shall cause the holder of record on any
applicable record date to, vote its Subject Shares (to the extent that any of
such Stockholder's Subject Shares are not purchased in the Offer) (i) in favor
of the adoption of the Merger Agreement and the transactions contemplated
thereby, (ii) against (A) any agreement or arrangement related to any
Acquisition Proposal, (B) any liquidation, dissolution, recapitalization,
extraordinary dividend or other significant corporate reorganization of the
Company or any Company subsidiary or (C) any other transaction the consummation
of which would reasonably be expected to impede, interfere with, prevent or
materially delay the Offer or the Merger 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 stockholders, and in
connection therewith to execute any documents reasonably requested by Parent
which are necessary or appropriate in order to effectuate the foregoing.
Section 4.2. IRREVOCABLE PROXY. In order to secure the performance of such
Stockholder's obligations under this Agreement, by entering into this Agreement,
such Stockholder hereby irrevocably (to the fullest extent permitted by law)
grants a proxy appointing each executive officer of Purchaser as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in its name, to vote, express consent or dissent, or otherwise to utilize
such voting power in the manner contemplated by Section 4.1. The proxy granted
by such Stockholder pursuant to this Section 4.2 shall be revoked automatically,
without any notice or other action by any person, upon termination of this
Agreement in accordance with its terms. Such Stockholder hereby revokes any and
all previous proxies granted with respect to its Subject Shares. Notwithstanding
the foregoing, Purchaser shall not exercise this irrevocable proxy on any other
matter except as provided above in Section 4.1. The Stockholders may vote the
Subject Shares on all other matters.
Section 4.3. NO TRANSFERS; NO INCONSISTENT ARRANGEMENTS. (a) Except as
provided hereunder or under the Merger Agreement, such Stockholder shall not,
directly or indirectly, (i) transfer (which term shall include any sale,
assignment, gift, pledge, hypothecation or other disposition), or consent to or
permit any such transfer of, any or all of its Subject Shares, or any interest
therein, or create or permit to exist any Lien, other than any restrictions
imposed by applicable law or pursuant to this Agreement, on any such Subject
Shares, other than a transfer to a charitable organization or a trust for the
benefit of the Stockholder or relatives thereof where such charitable
organization or trustee of such trust has agreed in writing with Parent to be
bound by the terms and conditions of this Agreement prior to such transfer, (ii)
enter into any contract with respect to any transfer of such Subject Shares or
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
or (v) take or permit any other action that would in any way restrict, limit or
interfere with the performance of its obligations hereunder or the transactions
contemplated hereby or otherwise make any representation or warranty of each
Stockholder herein untrue or incorrect.
(b) Any attempted transfer of Subject Shares, or any interest therein, in
violation of this Section 4.3 shall be null and void. In furtherance of this
Agreement, such Stockholder shall and hereby does authorize
the Company to notify the Company's transfer agent that there is a stop transfer
restriction with respect to all of its Subject Shares (and that this Agreement
places limits on the voting and transfer of its Subject Shares); PROVIDED that
any such stop transfer restriction shall terminate automatically, without any
notice or other action by any person, upon the termination of this Agreement in
accordance with Section 5.3 and, upon such event, Parent and the Company shall
promptly notify the Company's transfer agent of such termination.
Section 4.4. NO EXERCISE OF APPRAISAL RIGHTS. Such Stockholder agrees not
to exercise any appraisal rights or dissenter's rights in respect of its Subject
Shares which may arise with respect to the Merger.
Section 4.5. COMPANY STOCK OPTIONS. Prior to the Effective Time, when so
requested, such Stockholder agrees to provide the Company a release as
anticipated pursuant to Section 2.9(a) of the Merger Agreement in relation to
such Stockholder's Company Stock Options.
Section 4.6. LEGENDS. If so requested by Parent, such Stockholder agrees
that its Subject Shares shall bear a legend stating that they are subject to
this Agreement; PROVIDED that the Company shall remove such legend upon the
Outside Date.
Section 4.7. DOCUMENTATION AND INFORMATION. Such Stockholder (i) subject
to reasonable prior notice to such Stockholder, consents to and authorizes the
publication and disclosure by Parent of its identity and holding of Subject
Shares, the nature of its commitments and obligations under this Agreement
(including, for the avoidance of doubt, the disclosure of this Agreement) and
any other information, in each case, that Parent reasonably determines is
required to be disclosed by applicable law in any press release, the Offer
Documents, or any other disclosure document in connection with the Offer, the
Merger and any transactions contemplated by the Merger Agreement and (ii) agrees
promptly to give to Parent any information it may reasonably require for the
preparation of any such disclosure documents. Such Stockholder agrees to
promptly notify Parent of any required corrections with respect to any written
information supplied by it specifically for use in any such disclosure document,
if and to the extent that any shall have become false or misleading in any
material respect.
ARTICLE 5
MISCELLANEOUS
Section 5.1. NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed duly delivered (i) four (4) Business Days
after being sent by registered or certified mail, return receipt requested,
postage prepaid, (ii) one (1) Business Day after being sent for next Business
Day delivery, fees prepaid, via a reputable nationwide overnight courier
service, or (iii) on the date of confirmation of receipt (or, the first Business
Day following such receipt if the date of such receipt is not a Business Day) of
transmission by facsimile, in each case to the intended recipient as set forth
below:
IF TO PARENT OR PURCHASER, TO
Arigene Co., Ltd.
00-00, Xxxxxxx-Xxxx, Xxxxxxx-Xx
Xxxxx 000-000 Xxxxx
Attn: Sang-Baek Park, Chief Executive Officer
Telecopy: 00-0-0000-0000
WITH A COPY TO:
K&L Gates LLP
00000 Xxxxx Xxxxxx Xxxx., 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Telecopy: (000) 000-0000
IF TO EACH STOCKHOLDER, to the address set forth on ANNEX I,
WITH A COPY TO:
Trimeris, Inc.
0000 Xxxxxxxx Xxxxxxx, 0xx Xxxxx
Xxxxxxxx Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
WITH A COPY TO:
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP
0000 Xxxxxxxxxxxx Xxx., XX
Xxxxxxxxxx, X.X. 00000
Attn: Xxxx X. Xxxxxxx
Telecopy: (000) 000-0000
Any party hereto may give any notice or other communication hereunder
using any other means (including personal delivery, messenger service, telex,
ordinary mail or electronic mail), but no such notice or other communication
shall be deemed to have been duly given unless and until it actually is received
by the party for whom it is intended. Any party hereto may change the address to
which notices and other communications hereunder are to be delivered by giving
the other parties hereto notice in the manner herein set forth.
Section 5.2. FURTHER ASSURANCES. (a) Each Stockholder shall, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements and other instruments
as Parent or Purchaser may reasonably request to carry out the transactions
expressly set forth in this Agreement.
(b) Parent and Purchaser shall, from time to time, execute and deliver, or
cause to be executed and delivered, such additional or further consents and
other instruments as any other party may reasonably request to carry out the
transactions contemplated by this Agreement.
Section 5.3. TERMINATION. This Agreement shall terminate automatically,
without any notice or other action by any person, upon the later of (i) the
termination of the Merger Agreement in accordance with its terms and (ii) the
termination of the Offer by Parent. Notwithstanding the foregoing, nothing set
forth in this Section 5.3 or elsewhere in this Agreement shall relieve either
party hereto from liability, or otherwise limit the liability of either party
hereto, for any breach of this Agreement committed prior to termination of this
Agreement.
Section 5.4. AMENDMENTS AND WAIVERS. (a) 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.
(b) 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. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by applicable
law.
Section 5.5. EXPENSES. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such cost or expense
Section 5.6. BINDING EFFECT; BENEFIT; ASSIGNMENT. (a) 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
liabilities hereunder upon any person other than the parties hereto and their
respective successors and assigns.
(b) 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, except that each of Parent and Purchaser may transfer or assign its
rights and obligations under this Agreement, in whole or from time to time in
part, to one or more direct or indirect wholly owned subsidiaries of Parent at
any time; PROVIDED that such transfer or assignment shall not relieve Parent or
Purchaser of any of its obligations hereunder.
Section 5.7. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflicts of law rules of such State.
Section 5.8. JURISDICTION. The parties hereto agree that any action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought in any federal court located in the State of Delaware or
any Delaware state court, and each of the parties hereby irrevocably consents to
the exclusive jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum. Process in any such action
or proceeding may be served on any party anywhere in the world, whether within
or without the jurisdiction of any such court. Without limiting the foregoing,
each party agrees that service of process on such party as provided in Section
5.1 shall be deemed effective service of process on such party.
Section 5.9. WAIVER OF JURY TRIAL. 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
HEREBY.
Section 5.10. COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
a counterpart hereof signed by all of the other parties hereto. Until and unless
each party has received a counterpart hereof signed by each other party hereto,
this Agreement shall have no effect and no party shall have any right or
obligation hereunder (whether by virtue of any other oral or written agreement
or other communication).
Section 5.11. 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.
Section 5.12. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held
by a court of competent jurisdiction or other Governmental Entity to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated 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 a determination, the parties 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 in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.
Section 5.13. SPECIFIC PERFORMANCE. The parties hereto agree that each of
Parent and Purchaser would be irreparably damaged if for any reason any
Stockholder fails to perform any of its obligations under this Agreement, and
that each of Parent and Purchaser would not have an adequate remedy at law for
money damages in such event. Accordingly, each of Parent and Purchaser shall be
entitled to specific performance and injunctive and other equitable relief to
prevent breaches of this Agreement or to enforce specifically the performance of
the terms and provisions hereof in any federal court located in the State of
Delaware or any Delaware state court, in addition to any other remedy to which
they are entitled at law or in equity.
Section 5.14. STOCKHOLDER CAPACITY. Notwithstanding any provision of this
Agreement to the contrary, nothing in this Agreement shall (or shall require any
Stockholder to attempt to) limit, restrict or otherwise affect any Stockholder
who is a director or officer of the Company or any of its subsidiaries from
acting in such capacity (it being understood that this Agreement shall apply to
each Stockholder solely in each Stockholder's capacity as a holder of the
Subject Shares and that no Stockholder is making any agreement or understanding
herein in his or her capacity as a director or officer of the Company) or from
fulfilling the obligations and responsibilities of such office (including the
performance of obligations required by the fiduciary obligations and
responsibilities under applicable law of such Stockholder acting solely in his
or her capacity as a director or officer).
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
ARIGENE CO. LTD. RTM ACQUISITION COMPANY
By:___________________________ By:___________________________
Name: Name:
Title: Title:
STOCKHOLDER STOCKHOLDER
------------------------------ ------------------------------
Xxxxx X. Xxxxx, Ph.D. Xxxxxx X. Xxxxx
STOCKHOLDER STOCKHOLDER
------------------------------ ------------------------------
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
STOCKHOLDER STOCKHOLDER
------------------------------ ------------------------------
Xxxxxx X. Xxxxxx Xxxxx Quart, Pharm.D.
STOCKHOLDER STOCKHOLDER
------------------------------ ------------------------------
Xxxxxx X. Xxxxxxxxx, Pharm.D. Xxxxxx X. Xxxxxx
STOCKHOLDER
------------------------------
Xxxxxxx X. Xxxxxx, X.X., Ph.D.
STOCKHOLDER
HealthCor Management, L.P., by HealthCor Associates, LLC,
its general partner, as manager for:
HealthCor, L.P.
HealthCor Offshore Master Fund, L.P.
HealthCor Hybrid Offshore Master Fund, L.P.
By: _________________________________
Name: ______________________________
Title: _______________________________
STOCKHOLDER
XXXXX BROTHERS SIGNATURE BLOCKS
By: _________________________________
Name: ______________________________
Title: _______________________________
