Exhibit 10.3
AMENDED AND RESTATED VOTING AGREEMENT
THIS AMENDED AND RESTATED VOTING AGREEMENT is dated as of March 29, 2005
by and among Molecular Insight Pharmaceuticals, Inc., a Massachusetts
corporation (the "Company"), the holders of the Company's Series A Convertible
Preferred Stock set forth on the signature page hereto (the "Series A Holders"),
the holders of the Company's Series B Convertible Preferred Stock set forth on
the signature page hereto (the "Series B Holders"), the holders of the Company's
Series C Convertible Preferred Stock set forth on the signature page hereto (the
"Series C Holders"), and certain holders of the Company's Common Stock as set
forth on the signature page hereto (the "Common Stockholders" and together with
the Series C Holders, Series B Holders and the Series A Holders, the
"Stockholders").
WHEREAS, the Company and certain holders of its Common Stock, Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock previously
entered into a Voting Agreement dated March 4, 2004 (the "Prior Agreement")
which provided, inter alia, for certain voting agreements relating to the
election of members to the Company's Board of Directors (the "Board of
Directors"); and
WHEREAS, the Company desires to sell to the Series C Holders, and the
Series C Holders desire to purchase, shares of Series C Convertible Preferred
Stock ("Series C Preferred Stock") and, as a condition to such purchase and
sale, the Series C Holders require certain changes to the Prior Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and the investment by the Series C Holders under that certain
Stock Purchase Agreement (as defined below), the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Election of Directors. At any time at which stockholders of the
Company have the right to, or vote for or consent in writing to, the election of
directors of the Company, the Stockholders hereby agree to vote, or consent in
writing as to, all shares of capital stock of the Company then owned by them in
favor of the following actions to:
(a) cause the election to the Board of Directors of one (1)
representative designated by Xxxxx Xxxxxx ("Series A Director"), who shall
initially be Xxxxx Xxxxxx; provided, however that if Xxxxx Xxxxxx is removed as
the Series A Director for cause (as defined in Section 1(h) below) then the
Series A Director shall be designated by the Series A Holders holding a majority
of the shares of the Series A Convertible Preferred Stock; and
(b) cause the election to the Board of Directors of one (1)
representative designated by Cerberus Partners, L.P. (the "Series B Director"),
who shall initially be Xxxxxx Xxxxx and who shall thereafter be selected by
Cerberus Partners, L.P.; and
(c) subject to clause (i) below, cause the election to the Board of
Directors of one (1) representative designated by Cerberus Partners, L.P. (the
"Series C Director" and, together with the Series A Director and the Series B
Director, the "Investor Directors"), who shall initially be Xxxxxx Xxx; and
(d) cause the election to the Board of Directors of one (1) member
who shall be the President of the Company (the "Management Director"), who shall
initially be Xxxx Xxxxxx; provided that if the Company shall not have a
President, such position held by the Chief Executive Officer of the Company or,
if there is no President or Chief Executive Officer then serving for the
Company, such individual serving in a similar capacity; and
(e) cause the election to the Board of Directors of three (3)
members with appropriate industry experience who shall be designated by the
President of the Company in consultation with the senior management of the
Company and approved by the Series B Director, which approval shall not be
unreasonably withheld or delayed (the "Industry Directors"), who shall initially
be Xxxxx Xxxxxx, Xxx Xxxxx and Xxxxxxx Xxxxxxxx.
(f) The Company shall cause the nomination for election to the Board
of Directors of the individuals set forth in clauses (a) through and including
(e) above. Each of the directors designated in this Section 1 shall be elected
at any annual or special meeting of stockholders (or by written consent in lieu
of a meeting of stockholders) and shall serve until his or her successor is
elected and qualified, or until his or her earlier resignation or removal.
(g) The Board of Directors shall remain seven (7) members unless
changed by the vote or written consent of (i) the holders of at least fifty
percent (50%) of the then-outstanding shares of capital stock, with all classes
voting together as a single class, (ii) the holders of at least fifty percent
(50%) of the Series A Convertible Preferred Stock, (iii) the holders of at least
fifty percent (50%) of the Series B Convertible Preferred Stock and (iv) the
holders of at least fifty percent (50%) of the Series C Preferred Stock (the
vote or consent required by clauses (i) through (iv) being the "Requisite
Vote").
(h) For purposes of Section 1(a), "cause" shall mean either (i) the
conviction of, or pleading of nolo contendre to, a felony or (ii) the commission
of an act of fraud or embezzlement, in each case, by Xxxxx Xxxxxx.
(i) So long as Siemens Venture Capital GmbH ("Siemens") continues to
own Series C Preferred Stock having an aggregate Series C Stated Value of at
least Three Million Dollars ($3,000,000), Siemens shall be entitled to appoint
the Series C Director (when so appointed by Siemens, the Series C Director shall
be referred to as the "Siemens Director"); provided, however, that, upon a
Removal Event, Siemens shall immediately cease to have the right to appoint the
Series C Director and the Siemens Director shall be automatically and
immediately, without the need for any further corporate or Board of Directors
action or deed, removed from the Board of Directors. In the event of the
occurrence of a Removal Event
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described in clause (i) of the definition of Removal Event only, Siemens shall
once again have the right of appointment of the Series C Director if the Board
of Directors, acting at a duly called meeting and/or by written consent, adopts
a resolution abandoning, canceling or ending the Removal Event. This right to
appoint the Series C Director is personal to Siemens and, notwithstanding
anything to the contrary herein or in any of the Transaction Documents (as
defined in the Stock Purchase Agreement), such right shall not be assignable by
Siemens, including without limitation, to any transferee of Series C Preferred
Stock (or the Common Stock issuable upon conversion thereof) by Siemens. If the
Siemens Director shall be removed from the Board of Directors pursuant to a
Removal Event as set forth in this clause (i), the Company shall provide the
Siemens Director with prompt written notice thereof (without any obligation to
disclose the details of the applicable Removal Event), but the failure to give
any such notice shall not be a condition to, or otherwise serve as a basis to
prevent, any such removal. For purposes of Sections 1 and 3 herein, the
following definitions shall apply:
(1) "Co-Lead Investors" shall mean Cerberus Partners, L.P. and
MedCap Partners, L.P.
(2) "Qualified Public Offering" shall mean the closing of a firm
commitment underwritten public offering of shares of the Company's Common Stock
pursuant to a registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on form S-1 or its
equivalent, in which the Company's Common Stock is offered and sold to the
public at an initial public offering price equal to at least $5.00 per share,
with aggregate gross proceeds to the Company of not less than $30 million.
(3) "Removal Event" shall mean the soonest to occur of: (i) the
adoption of a resolution by the Board of Directors, acting at a duly called
meeting and/or by written consent, taking any action to pursue consideration of
any merger, consolidation, sale, lease or exchange of substantially all of its
assets, sale or exchange of its capital stock, or any other similar business
transaction involving the Corporation; (ii) June 30, 2007; and (iii) a Qualified
Public Offering.
(4) "Series C Stated Value" shall mean, with respect to each shares
of Series C Preferred Stock, $202.00, which amount shall be subject to
appropriate adjustment in the event of a stock dividend, stock split, reverse
stock split, reclassification, stock combination or other recapitalization
affecting the Series C Preferred Stock, all in accordance with the Company's
Articles of Organization, as amended to date.
(5) "Stock Purchase Agreement" shall mean that certain Stock
Purchase Agreement by and between the Company and the Series C Holders dated
March 29, 2005.
Section 2. Vacancies and Removal.
(a) Series A Director. The Series A Director may be removed during
his or her term of office, with or without cause, by and only by the affirmative
vote or written consent
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of the holders of a majority of the then-outstanding shares of Series A
Convertible Preferred Stock. Each of the Stockholders agrees to, and shall, vote
all of its shares of capital stock in the same manner as the vote cast or
consent given by the holders of the majority of the Series A Convertible
Preferred Stock on the matter described in the foregoing sentence. Any vacancy
in the office of a Series A Director shall be filled by a person designated
pursuant to the terms of Section 1(a) above and each of the Stockholders agrees
to vote, and shall vote, all of its shares of capital stock of the Company in
favor of such person.
(b) Series B Director. The Series B Director may be removed during
his or her term of office, with or without cause, by and only by the affirmative
vote or written consent of Cerberus Partners, L.P. Each of the Stockholders
agrees to, and shall, vote all of its shares of capital stock in the same manner
as the vote cast or consent given by Cerberus Partners, L.P. on the matter
described in the foregoing sentence. Any vacancy in the office of the Series B
Director shall be filled by a person designated pursuant to Section 1(b) above
and each of the Stockholders agrees to, and shall, vote all of its shares of
capital stock of the Company in favor of such person.
(c) Series C Director. The Series C Director may be removed during
his or her term of office, with or without cause, by and only by the affirmative
vote or written consent of Cerberus Partners, L.P.; provided, however, that if
Siemens has the right to appoint the Series C Director pursuant to Section 1(i)
then such Siemens Director may only be removed during his or her term of office,
with or without case, by and only by the affirmative vote or written consent of
Siemens. Each of the Stockholders agrees to, and shall, vote all of its shares
of capital stock in the same manner as the vote of or consent by Cerberus
Partners, L.P. or Siemens, as the case may be, on the matter described in the
foregoing sentence. Any vacancy in the office of the Series C Director shall be
filled by a person designated pursuant to Section 1(c) above and each of the
Stockholders agrees to, and shall, vote all of its shares of capital stock of
the Company in favor of such person.
(d) Management Director. The Management Director may be removed
during his or her term of office, with or without cause, by the affirmative vote
of a majority of the members of the Board of Directors if such Management
Director no longer serves as the Company's President (or in a similar capacity
pursuant to Section 1(d) above) or by the affirmative vote or written consent
of the holders of a majority of the outstanding shares of the Series A Stock,
Series B Stock and Series C Stock voting together as a single class if such
Management Director no longer serves as Company's President (or in a similar
capacity pursuant to Section 1(d) above). Any vacancy in the office of the
Management Director shall be filled by a vote of the majority of the Board of
Directors consistent with the provisions of Section 1(d) above or by a vote of
the majority of the then-outstanding shares of capital stock of the Company, and
each of the Stockholders agrees to, and shall, vote all of its shares of capital
stock in favor of such person.
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(e) Industry Directors. Any Industry Director may be removed during
his or her term of office, with or without cause, by and only by the affirmative
vote of a majority of the members of the Board of Directors (which majority
shall include at least two of the Investor Directors) or by the affirmative vote
or written consent of the holders of a majority of the outstanding shares of the
Series A Stock, Series B Stock and Series C Stock voting together as a single
class. Any vacancy in an office of an Industry Director shall be filled by a
person designated by the President of the Company in consultation with the
senior management of the Company and approved by the Series B Director, such
approval not to be unreasonably withheld or delayed, and each of the
Stockholders agrees to, and shall, vote all of its shares of capital stock in
favor of such person.
Section 3. Observer Rights. So long as all or any portion of the Series C
Preferred Stock is outstanding, the Co-Lead Investors shall have the right to
appoint one representative (a "Representative") to attend as an observer all
meetings of the Board of Directors (and each committee meeting thereof);
provided, that, in the case of telephonic meetings conducted in accordance with
the Company's by-laws and applicable law, the Representative shall be given the
opportunity to participate in such telephonic meetings to the same extent other
directors are permitted to participate. The Co-Lead Investors may replace their
Representative from time to time, and each such replacement shall be deemed a
"Representative" for purposes of this Section 3. The Co-Lead Investors shall be
required to furnish the name and address of its Representative (or any such
replacement) to the Company upon request therefore. The Company shall give each
Representative written notice of every meeting of its Board of Directors (and
any committee meeting thereof) at the same time and in the same manner as notice
is given to the directors of the Company. The Company shall bear, and reimburse
each Representative for, the reasonable costs of such Representative's
attendance at or participation in any meetings of the Board of Directors. Each
Representative shall be entitled to receive all written materials and other
information given to the directors of the Company in connection with all
meetings of the Board of Directors or otherwise at the same time and in the same
manner such materials and information are given to the directors. Prior to the
Company's obligations to provide notices and information hereunder, each
Representative shall execute and deliver to the Company a standard nondisclosure
agreement restricting the use or disclosure of any confidential information
received by such Representative pursuant to this Section 3. Each Representative
shall be entitled to consult with and advise the Board of Directors on business
issues with respect to the Company and its Subsidiaries, including management's
proposed annual operating plans for the Company and its Subsidiaries.
Notwithstanding the foregoing, the Company shall have the right to exclude any
Representative from attending any portion of a meeting and shall have the right
to withhold any written materials if the Board of Directors determines that such
exclusion or withholding is necessary due to a potential or actual conflict of
interest or determines that such exclusion or withholding is necessary to
protect the attorney-client privilege between the Company and such counsel. The
Company shall take all reasonably necessary steps to implement the provisions of
this Section 3.
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Section 4. Additional Parties and Definitions. If any of the Stockholders
transfer any of its shares of the Company's capital stock, such party shall
cause the execution by such persons or entities and the Company of a counterpart
of this Agreement and an amendment adding their names as signatories hereto as a
condition of any acquisition of such shares by such person or entity. This
Agreement shall thereafter be amended to include such additional persons or
entities without the necessity of procuring an amendment to this Agreement by
the other parties hereto. The Secretary of the Company shall promptly notify the
Stockholders of any purported transfer or disposition of shares by a stockholder
under this Agreement.
Section 5. Severability; Governing Law. If any provisions of this
Agreement shall be determined to be illegal or unenforceable by any court of
law, the remaining provisions shall be severable and enforceable to the maximum
extent possible in accordance with their terms. This Agreement shall be governed
by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts without giving effect to the principles of conflicts of law
thereof.
Section 6. Injunctive Relief. It is acknowledged that it will be
impossible to measure the damages that would be suffered by any party if another
party fails to comply with the provisions of this Agreement and that in the
event of any such failure, the non-defaulting party will not have an adequate
remedy at law. The non-defaulting party shall, therefore, be entitled to obtain
specific performance of any defaulting party's obligations hereunder and to
obtain immediate injunctive relief. The defaulting party shall not argue, as a
defense to any proceeding for such specific performance or injunctive relief,
that the non-defaulting party has an adequate remedy at law.
Section 7. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their permitted successors and assigns,
legal representatives and heirs. This Agreement supercedes all prior agreements
(including without limitation the Prior Agreement, which is hereby rendered null
and void and of no further force and effect), whether written or oral, by and
between the Company and the Stockholders with respect to the subject matter set
forth herein.
Section 8. Modification or Amendment. Neither this Agreement nor any
provision hereof can be modified, amended, changed, discharged or terminated
except by an instrument in writing, signed by (a) the Company (b) Cerberus
Partners, L.P. if it is then a Stockholder and (c) that number of Stockholders
representing at least 50% of the outstanding shares of the series of stock to be
affected by such amendment or change.
Section 9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same instrument.
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Section 10. Notices. All notices to be given or otherwise made to any part
to this Agreement shall be deemed to be sufficient if contained in a written
instrument, delivered by hand in person, by express overnight courier service,
or by electronic facsimile transmission (with a confirming copy sent by U.S.
mail, first class, postage prepaid mail), or by first class mail, postage
prepaid, addressed, if to a Stockholder, at the last address of record in the
Company's stock record books and, if to the Company, at its principal offices.
All notices shall be considered to be delivered three (3) days after dispatch in
the event of first class or registered mail, and on the next succeeding business
day in the event of facsimile transmission (with confirmation of receipt) or
overnight courier service.
Section 11. Duration of Agreement. The rights and obligations of the
Company and the Series C Holders under this Agreement shall terminate,
immediately prior to the consummation of and expressly conditioned upon a
Qualified Public Offering. The rights and obligations of the Company and the
Stockholders (other than the Series C Holders) under this Agreement shall
terminate, on the earlier to occur of the following: (a) immediately prior to
the consummation of and expressly conditioned upon a Qualified Public Offering,
(b) immediately prior to and expressly conditioned upon the consummation of the
sale of all, or substantially all, of the Company's assets or capital stock
either through a direct sale, merger, reorganization, consolidation or other
form of business combination or acquisition in which voting control of the
equity securities of the Company is transferred to a third party, or (c) ten
years from the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Voting Agreement to be executed as of the date first above written.
MOLECULAR INSIGHT PHARMACEUTICALS, INC.
By: /s/ Xxxx X Xxxxxx
----------------------
Xxxx Xxxxxx, President
COMMON STOCKHOLDERS:
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxxx 04/24/05
------------------------------------
Xxxxxxx X. Xxxxxxx
XXXXXXXXX INVESTORS:
By: /s/ L. Xxxxxxx Xxxxxxxxx
------------------------
Name: L. Xxxxxxx Xxxxxxxxx
Title: Manager
/s/ Xxx Xxxxxx
--------------
Xxx Xxxxxx
/s/ Xxxx X Xxxxxx
-----------------
Xxxx Xxxxxx
RAPHAEL, LLC
By: _________________
Name: Xxxxxx Xxxxxxxx
Title:
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A PURCHASERS:
/s/ Xxxxx Xxxxxx
----------------
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxxx X. Xxxxxxx
BOTH AS INDIVIDUALS AND
AS TRUSTEES OF THEIR
RESPECTIVE REVOCABLE TRUST
---------------------------
Xxxxx and Xxxxxxxxx Xxxxxxx
/s/ Xxxxx Xxx
-------------
Xxxxx Xxx
/s/ Xxx Xxxxxx
--------------
Xxx Xxxxxx
XXXXXXXXX INVESTORS:
By: /s/ L. Xxxxxxx Xxxxxxxxx
------------------------
Name: L. Xxxxxxx Xxxxxxxxx
Title: Manager
B PURCHASERS:
/s/ Xxxxxxxxx Xxxxx
-------------------
Xxxxxxxxx Xxxxx
CERBERUS PARTNERS, L.P.:
By: Cerberus Associates, L.L.C., its
general partner
By: /s/ Xxxx Xxxxxxx
-------------------------------
Xxxx Xxxxxxx, Managing Director
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By: /s/ Xxxxxx Xxxx MD
-------------------------------
Name: Other Series B Shareholder
Title: XXXXXX XXXX
C PURCHASERS:
CERBERUS PARTNERS, L.P.:
By: Cerberus Associates, L.L.C., its
general partner
By: /s/ Xxxx Xxxxxxx
-------------------------------
Xxxx Xxxxxxx, Managing Director
SIEMENS VENTURE CAPITAL GMBH
By: _______________________________
Name:
Title:
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C PURCHASERS:
CERBERUS PARTNERS, L.P.:
By: Cerberus Associates, L.L.C., its general partner
By: /s/ Xxxx Xxxxxxx
-------------------------------
Xxxx Xxxxxxx, Managing Director
SIEMENS VENTURE CAPITAL GMBH
By: _______________________________
Name:
Title:
M/M XXXXX X. XXXXXXX
0000 XXXXXXXXXX XXXXX
XXXXXXXXXX XX 00000-0000
/s/ Xxxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
----------------------- --------------------
XXXXXXXX X. XXXXXXX XXXXX X. XXXXXXX
BOTH AS INDIVIDUALS AND AS TRUSTEES OF THEIR RESPECTIVE REVOCABLE TRUSTS
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C PURCHASER:
Xxxxxx X Xxxxxx Family Trust
By: /s/ Xxxxxx X. Xxxxxx
----------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
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C PURCHASER:
Xxxx X. Xxxxxx, Esq.
By: /s/ Xxxx X. Xxxxxx, Esq.
---------------------------
Name: Xxxx X. Xxxxxx, Esq.
Title:
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C PURCHASER:
XXXXXXX X. DEUTSCH
By: /s/ Xxxxxxx X. Deutsch
--------------------------
Name: Xxxxxxx X. Deutsch
Title:
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C PURCHASER:
Xxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Name: XXXXX X. XXXXXXX REVOCABLE TRUST V/A 29 N
Title: XXXXX X. XXXXXXX, TRUSTEE
By: /s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------------------
XXXXXXXX X. XXXXXXX REVOCABLE TRUST V/A 29 N
XXXXXXXX X. XXXXXXX, XXXXXXX
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X XXXXXXXXX:
________________________
By: /s/ Xxxxx Xxxxx
--------------------
Name:
Title:
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C PURCHASER:
Xxxxxxxx X. Xxxxx Trust
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------
Name:Xxxxxxxx X. Xxxxx
Title: Trustee
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C PURCHASER:
Xxxx X. Xxxx
__________________________________
By:_______________________________
Name:
Title:
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C PURCHASER:
XXXXXX XXXXXX
/s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxxxx Xxxxxx & Xxxx Xxxxx
Title:
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C PURCHASER:
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
----------------------
Name: XXXXX X. XXXXXXX
Title:
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C PURCHASER:
XXXXXX X. XXXXXXXX REVOCABLE TRUST
-------------------------------------------
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Name: XXXXXX X. XXXXXXXX
Title: TRUSTEE
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C PURCHASER:
America Durham, L.P.
-----------------------------
By: /s/ X. X. Xxxxxx
-------------------------
Name: X. X. XXXXXX
Title: MANAGING PRINCIPAL
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C PURCHASER:
International Durham, Ltd.
By: /s/ T. H. Dujga
---------------------------------------
Name: T. H. Dujga
Title: [ILLEGIBLE]
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C PURCHASER:
Institutional Benchmarks Master Fund-Canopus
By: /s/ Xxxxx Xxxxxxx
------------------------------------------
Name: XXXXX XXXXXXX
Title: Director
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C PURCHASER:
XXXXXXX XXXXX
By: /s/ Xxxxxxx Xxxxx
-------------------
Name: XXXXXXX XXXXX
Title:
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C PURCHASER:
___________________________________________
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: XXXXXXX X. XXXXXXXX
Title:
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C PURCHASER:
Xxxx X. Xxxxx
By: /s/ Xxxx X. Xxxxx
------------------
Name:
Title:
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C PURCHASER:
Xxxxx X. Xxxx
By: /s/ Xxxxx X. Xxxx
-----------------
Name:
Title:
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C PURCHASER:
THE RAPTOR GLOBAL PORTFOLIO LTD.
By: Tudor Investment Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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C PURCHASER:
THE TUDOR BVI GLOBAL PORTFOLIO LTD.
By: Tudor Investment Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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C PURCHASER:
TUDOR PROPRIETARY TRADING, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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C PURCHASER:
Xxxxxxx X. Xxxxx
Xxxx Xxxxx Xxxxx
By: /s/ Xxxxxxx X. Xxxxx /s/ Xxxx Xxxxx Xxxxx
--------------------------------------------
JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
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C PURCHASER:
THE ALTAR ROCK FUND L.P.
-------------------------------------------------
By: Tudor Investment Corporation, General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
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C PURCHASER:
Xxxxx X. Xxxxx, Trustee
By: /s/ Xxxxx X. Xxxxx, Revocable Trust
--------------------------------------
Dated August 13, 2001
Name:
Title:
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C PURCHASER:
___________________________________________
By: /s/ Xxxx X. Xxxxxx
---------------------------------------
Name: XXXX X. XXXXXX
Title:
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C PURCHASER:
MedCap Partners L.P.
By: /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
Title: Managing Member
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C PURCHASER:
MedCap Master Fund, L.P.
By: /s/ [ILLEGIBLE]
---------------------------------------
Name: [ILLEGIBLE]
Title: Managing Member of the GP
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C PURCHASER:
Xxxxxxx Xxxxx
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Name: Individually
Title:
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C PURCHASER:
___________________________________________
By: /s/ Xxxxxxx X. Xxxx
---------------------------------------
Name: XXXXXXX X. XXXX
Title:
-39-
C PURCHASER:
XXXXX X. XXXX
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name: XXXXX X. XXXX
Title:
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C PURCHASER:
Xxxxx X. Xxxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------
Name:
Title:
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C PURCHASER:
Xxxx Xxx
By: /s/ Xxxx Xxx
---------------------------------------
Name:
Title:
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C PURCHASER:
___________________________________________
By: /s/ Xxxxxx Xxxxx
---------------------------------------
Name: Xxxxxx Xxxxx
Title:
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