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EXHIBIT A
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CUSIP No. 00000X000 Page 1 of 12 Pages
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VOTING TRUST AGREEMENT
THIS VASCULAR VOTING TRUST AGREEMENT (this "Agreement") is made as of
this 14th day of July, 2000 and between Xxxxx Xxxxxxx (the "Trustee"), and the
stockholders listed on Exhibit A hereto (each a "Stockholder" and collectively,
the "Stockholders"). The term "Stockholders" shall include any additional
parties who may become parties hereto.
WITNESSETH:
WHEREAS, in order to engage in certain market-making activities and
other principal transactions in the common stock, par value $0.01 per share (the
"Common Stock"), of Vascular Solutions, Inc., a Minnesota corporation (the
"Corporation"), without the need to deliver a prospectus under current law and
regulations, Xxxxxxxx Inc. desires not to be deemed an "affiliate" of the
Corporation under the Securities Act of 1933, as amended (the "Securities Act")
and the Securities Exchange Act of 1934, as amended (the "Exchange Act");
WHEREAS, the relationships among the Stockholders, Xxxxxxxx Inc. and
the Corporation may create an inference that an affiliation might exist;
WHEREAS, the Stockholders believe it is in their best interests that
Xxxxxxxx Inc. engage in market-making activities and other principal
transactions in the Common Stock from time to time;
WHEREAS, each Stockholder owns certain shares of Common Stock of the
Corporation (the "Stock") set forth on Exhibit A hereto and believes it is in
their best interests to enter into the Agreement so as to facilitate such
activities by Xxxxxxxx Inc.; and
WHEREAS, the Trustee desires to serve as trustee of the voting trust
created hereby.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants and agreements set forth herein, the parties hereby agree as
follows:
1. Creation of Voting Trust.
Subject to the terms and conditions hereof, a voting trust in respect of the
Stock (the "Voting Trust") is hereby created and established in accordance with
Section 218 of the Delaware General Corporation Law, and the Trustee hereby
accepts the trust created hereby and agrees to serve as trustee hereunder.
2. Deposit and Transfer of Stock: Voting Trust Certificates.
(a) Deposit of Stock. Simultaneously with the execution and
delivery of this Agreement, each Stockholder has duly and validly
assigned and delivered to the Trustee all of the shares of Stock,
represented by a certificate or certificates duly and validly endorsed
in blank, and accompanied by instruments of transfer sufficient to
enable the
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CUSIP No. 00000X000 Page 2 of 12 Pages
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shares of Stock to be transferred to the name of the Trustee not in its
individual capacity, but solely as Trustee.
(b) Transfer of Stock to Trustee. All certificates deposited
with the Trustee pursuant to Section 2(a) hereof shall be surrendered
to the Corporation for cancellation, and new certificates for the
shares of Stock shall be issued in the name of the Trustee, as trustee
under this Agreement.
(c) No Sale of Stock by Trustee/Pledge of Stock by
Stockholder. The Trustee shall have no authority to sell or otherwise
dispose of or encumber any of the Stock deposited pursuant to the
provisions of this Agreement, except as explicitly provided herein.
Nothing herein shall prevent a Stockholder from encumbering the Stock
owned by it and held under the Voting Trust. In the event a Stockholder
desires to pledge any of its shares of the Stock the Stockholder shall
direct the Trustee in writing, and the Trustee shall be obligated to
cooperate reasonably with such Stockholder, including pledging and
delivering or causing to be delivered a share certificate for shares of
the Stock corresponding to the number of shares in the Voting Trust
pledged by such Stockholder. The Trustee shall have no duty to follow
the instructions or advice of any pledgee.
(d) Voting Trust Certificates. On receipt by the Trustee from
the Corporation of a certificate or certificates, in the name of the
Trustee, representing the Stock, the Trustee shall hold such
certificate(s) subject to the terms of this Agreement, and thereupon
shall issue and deliver to each Stockholder, voting trust certificates
(each hereinafter referred to as a "Voting Trust Certificate" and
together the "Voting Trust Certificates") for the Stock deposited
hereunder by each Stockholder. The Voting Trust Certificates shall be
in substantially the form of Exhibit B attached hereto and shall bear
the following legend:
THIS VOTING TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND
MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
(e) Transfer of Voting: Trust Certificates. The Voting Trust
Certificates issued and delivered hereunder may not be transferred by
the Stockholders.
(f) Replacement of Certificates. If a Voting Trust Certificate
shall become mutilated or be destroyed, stolen or lost, the Trustee, in
its discretion, may issue a new Voting Trust Certificate of like tenor
and denomination in exchange and substitution for and on cancellation
of the mutilated Voting Trust Certificate, or in substitution of the
Voting Trust Certificate so destroyed, stolen or lost. The applicant
for a substitute Voting Trust Certificate shall furnish to the Trustee
evidence of the destruction, theft or loss of the Voting Trust
Certificate satisfactory to it in its discretion. The applicant shall
also furnish indemnity satisfactory to the Trustee and to its agents.
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CUSIP No. 00000X000 Page 3 of 12 Pages
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3. Concerning the Trustee.
(a) Voting and Other Actions by Trustee. During the term of
this Agreement and so long as the Trustee shall hold shares of Stock
pursuant to this Agreement:
(i) The Trustee shall vote the Stock deposited
hereunder, or give written consents in lieu of voting thereon,
in person or by proxy at any and all meetings of the
shareholders of the Corporation, or when such consents are
given in lieu of such meetings, for whatsoever purpose called
or held, and in any and all proceedings, whether at a meeting
of the shareholders or otherwise, wherein the vote or written
consent of shareholders may be required or authorized by law;
(ii) The Trustee shall vote the Stock "for" and/or
"against" any proposal or other matter submitted to the
shareholders of the Corporation for approval, including the
election of directors, in the same proportion as the votes
cast "for" and "against" such proposal or other matter by all
other shareholders, not counting abstentions, and the Trustee
shall not abstain from voting any shares of the Stock;
(iii) No person other than the Trustee shall have any
voting right in respect of the Stock;
(iv) The Stock shall be held by the Trustee for the
benefit of the Stockholders subject to the terms of this
Agreement, and the Stockholders shall retain the right to
receive dividends and distributions with respect to the Stock
as described in Section 4 hereof;
(v) The Trustee shall have no pecuniary interest in
the Stock, which interest shall reside with the Stockholders;
and
(vi) Notwithstanding that the Trustee shall vote a
substantial number of shares of the Common Stock of the
Corporation, the Trustee shall have no duty or obligation to
supervise, oversee, monitor, or in any other way manage or
become involved in the day-to-day operations of the
Corporation, and such duties and obligations shall reside
solely with the board of directors and officers of the
Corporation.
(b) Delegation of Duties. The duties, responsibilities and
obligations of the Trustee shall be limited to those expressly set
forth herein and no duties, responsibilities or obligations shall be
inferred or implied. The Trustee shall not be subject to, nor required
to comply with, any other agreement between or among any or all of the
Stockholders or to which any Stockholder is a party, even though
reference thereto may be made herein, or to comply with any direction
or instruction (other than those contained herein or delivered in
accordance with this Agreement) from any Stockholder or any entity
acting on its behalf. The Trustee shall not be required to, and shall
not, expend or risk any of its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder.
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CUSIP No. 00000X000 Page 4 of 12 Pages
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(c) Compensation of Trustee. Xxxxxxxx Inc. shall pay the
Trustee a non-refundable annual fee of $10,000.00, payable upon
execution of this Agreement and thereafter on each anniversary date of
this Agreement.
(d) Expenses of Trustee: Indemnification. The Trustee is
expressly authorized to incur and pay all reasonable charges and other
expenses which it may deem necessary and proper in the performance of
its duties under this Agreement, including the reasonable compensation
and the expenses and disbursements of its agents and counsel. Xxxxxxxx
Inc. agrees to indemnify the Trustee and its agents against all claims,
reasonable costs of defense of claims (including reasonable attorneys'
fees and disbursements), expenses and liabilities incurred by the
Trustee arising out of or in connection with the administration of the
Voting Trust, including the reasonable costs and expenses of defense
against any claim or liability in connection with the exercise or
performance of its powers or duties hereunder, except in any case in
which the Trustee acted with gross negligence, willful misconduct or
bad faith. Xxxxxxxx Inc. shall be responsible for and shall reimburse
the Trustee upon demand for all expenses, disbursements and advances
incurred or made by the Trustee in connection with this Agreement. The
provisions of this Section 3(d) shall survive termination of this
Agreement and the resignation or removal of the Trustee.
(e) Liability of Trustee. The Trustee shall not be liable for
any action taken or omitted or for any loss or injury resulting from
its actions or its performance or lack of performance of its duties
hereunder in the absence of gross negligence or willful misconduct on
its part. The Trustee shall be free from liability in acting upon any
paper, document or signature believed by it to be genuine and to have
been signed by the proper party. The Trustee shall not be liable for
any error in judgment or for any act taken or omitted to be taken, or
for any mistake of fact or law, or for anything for which it may do or
refrain from doing in good faith, except that the Trustee shall be
liable for its gross negligence, willful misconduct or bad faith.
(f) Term. The Trustee shall serve as trustee hereunder during
the entire term of this Agreement or until its earlier resignation or
removal.
(g) Resignation of Trustee. The Trustee may resign by giving
thirty (30) days advance written notice of its resignation to the
Stockholders.
(h) Removal of Trustee. The Trustee shall be subject to
removal by the affirmative vote of Stockholders owning a majority of
the Stock held under this Voting Trust Agreement only if the Trustee
(i) materially breaches the terms of this Voting Trust Agreement, (ii)
is (if an individual) found to be incompetent, or (iii) becomes the
subject of an order for relief on a proceeding under the federal
bankruptcy laws or other similar laws.
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CUSIP No. 00000X000 Page 5 of 12 Pages
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(i) Death of Trustee. The rights and duties of the Trustee
hereunder shall terminate on the death of an individual Trustee and no
interest in any of the property owned or held by the Trustee nor any of
the rights or duties of the Trustee may be transferred by will, devise,
succession or in any manner except as provided in this Agreement. The
heirs, administrators and executors of the Trustee shall, however, have
the right to convey any property held by the Trustee to the successor
Trustee.
(j) Successor Trustee. In the event of the resignation,
removal or death of the Trustee, the Trustee shall be succeeded by a
successor Trustee, designated by Stockholders who shall not be a
Xxxxxxxx Party (as defined in Section 5(a)). Any successor Trustee
shall succeed to all of the rights and obligations of the Trustee
hereunder. The Trustee shall not be liable for the selection of a
successor Trustee hereunder. Upon receipt of the identity of the
successor Trustee, the Trustee shall either deliver the property then
held hereunder to the successor Trustee, less Trustee's fees, costs and
expenses or other obligations owed to the Trustee, or hold such
property (or any portion thereof), pending distribution, until all such
fees, costs and expenses or other obligations are paid.
Upon delivery of the property to successor Trustee, the Trustee shall
have no further duties, responsibilities or obligations hereunder.
4. Rights and Duties of Stockholders.
(a) Cash Dividends. The Stockholders shall be entitled to receive from
time to time payments equal to the amount of cash dividends, if any, collected
or received by the Trustee with respect to the shares of Stock in proportion to
their respective interests in the Voting Trust. These payments shall be made as
soon as practicable after the receipt of the dividends at the risk and expense
of the Stockholder.
(b) Share Dividends. If the Trustee receives any additional shares of
capital stock of the Corporation as a dividend or other distribution with
respect to any shares of Stock, the Trustee shall hold such shares subject to
this Agreement for the benefit of the Stockholders in proportion to their
respective interests, and the shares shall become subject to all of the terms
and conditions of this Agreement to the same extent as if they were originally
deposited hereunder. The Trustee shall issue Voting Trust Certificates in
respect of these shares to the Stockholders of record at the close of business
on the record date determined pursuant to the provisions of Section 4(d).
(c) Other Distributions to Stockholders. If at any time during the
continuation of this Agreement, the Trustee shall receive or collect any moneys
through a distribution by the Corporation to its shareholders, other than in
payment of cash dividends, or shall receive any property (other than shares of
capital stock of the Corporation) through a distribution by the Corporation to
its shareholders, the Trustee shall promptly distribute such money or other
property to the Stockholders, in proportion to their respective interests,
registered at the close of business on the record date determined pursuant to
the provisions of Section 4(d).
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CUSIP No. 00000X000 Page 6 of 12 Pages
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(d) Record Date for Distributions. The date fixed by the Board of
Directors of the Corporation for closing the transfer books of the Corporation
shall constitute the record date for the determination of the Stockholders
entitled to receive the payment or distribution of dividends or the distribution
of rights.
(e) Acquisition of Additional Shares. At such time as a Stockholder
acquires additional shares of stock of the Corporation, other than pursuant to
Section 4(b), or disposes of shares of stock of the Corporation in accordance
with the terms of Section 5(a), such Stockholder shall promptly notify Xxxxxxxx
Inc., to the attention of Xxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx, of such
acquisition or disposition.
(f) Amendment of Schedule 13D. Each Stockholder shall take any and all
reasonable action necessary to assist the Trustee in filing a prompt Schedule
13D with the U .S. Securities and Exchange Commission to reflect the
arrangements set forth herein.
5. Transfer of the Stock.
(a) Permitted Sale/Transfer. Except as provided below, no sale or
transfer of Stock held under this Voting Trust is permitted during the term of
this Voting Trust. Nothing herein shall restrict the rights of Stockholders to
sell or transfer all or any shares of the Stock to any person other than
Xxxxxxxx Inc. or any person, firm or corporation that is an "affiliate" of
Xxxxxxxx Inc. under the Securities Act or the Exchange Act (Xxxxxxxx Inc. and
each such person, firm or corporation being hereinafter referred to as a
"Xxxxxxxx Party"); provided, however, that any such sale or transfer must have
the consent of the Corporation, such consent to be evidenced by either the
consent of a majority of the Board of Directors of the Corporation (excluding
for such purposes Xxx X.X. Xxxxxx, and any members of the Corporation's Board
of Directors who are affiliates, employees, officers, directors, general
partners or agents of either Xxxxxxxx Inc. or Xxxxxxxx Group, Inc.) or a
registration statement filed by the Company with the SEC disclosing such
proposed sale or transfer, except for (i) bona fide gifts or charitable
donations of such shares or (ii) sales or transfers (a) permissible under Rule
144 under the Securities Act (provided that such sales comply with the
provisions of subparagraphs (d), (e) and (f) of Rule 144 and that all sales or
transfers by all Stockholders occurring within any three-month period shall be
aggregated for purposes of determining the applicable volume limitation under
Rule 144(e)) or (b) in connection with a business combination, tender offer or
other fundamental corporate transaction under which a third-party acquiror
obtains control of the Corporation (other than solely through the purchase of
the Stock).
Notwithstanding the foregoing, any Stockholder may sell or transfer all
or any portion of the Stock to a Xxxxxxxx Party, but only if the shares of Stock
so transferred remain deposited in and subject to the terms of this Voting
Trust, in which case the transferee shall execute the Consent attached hereto as
Exhibit C and will be deemed a Stockholder, and the Trustee will issue to the
transferee one or more Voting Trust Certificates in respect thereof.
Notwithstanding the foregoing, the Stockholders may accept the
imposition of transfer restrictions on the Stock in addition to those set forth
herein, and will deliver to the Trustee
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CUSIP No. 00000X000 Page 7 of 12 Pages
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copies of any such restrictions. The Trustee shall have no duties or
responsibilities with respect to such other restrictions.
(b) Procedure for Effecting Sale or Transfer of Stock. Upon the sale or
transfer of all or any portion of the Stock, the transferring Stockholder shall
deliver to the Trustee (i) a notice specifying the number of shares transferred
and a representation that the transfer may be effected under any restrictions on
transfer not set forth herein and, in the case of a transfer under which the
shares transferred will not remain subject to the Voting Trust, a notice
specifying to whom delivery of certificates representing such shares, duly
endorsed by the Trustee in blank, shall be delivered, together with a written
representation on the part of the transferring Stockholder that such transfer is
in accordance with the requirements of Section 5(a} above, and (ii) if the
transferee's shares will be subject to the Voting Trust and bound by the terms
of this Agreement, an executed counterpart signature page to this Agreement
executed by the transferee under which the transferee consents to being deemed a
Stockholder hereunder for all purposes. The Stockholder's or transferee's
failure to deliver an executed counterpart signature page in no way limits or
affects the application of the Voting Trust or the terms of this Agreement to a
transferee or its shares if by the terms hereof such shares are to be subject to
the Voting Trust. The Trustee will have no duty to determine whether any
transfer is in accordance with the requirements of Section 5(a) above, but shall
be permitted to rely upon the written advice of the Stockholder and of Xxxxxxxx
Inc. In the case of a transfer of shares to a transferee who will not be
required to maintain the shares in the Voting Trust, upon receipt of all
required documentation from the transferring Stockholder and the written advice
of the Stockholder and Xxxxxxxx Inc. the Trustee shall request that the
Corporation deliver or cause to be delivered the appropriate number of shares of
Stock as instructed. Transferred shares not required to be subject to the Voting
Trust will be free of any restrictions under this Agreement.
6. Term of Voting Trust Agreement.
(a) Irrevocability of Trust. The Voting Trust created by this Agreement
is declared expressly irrevocable except as otherwise specifically stated
herein.
(b) This Agreement and the Voting Trust and transfer restrictions
created hereby shall terminate upon the earlier to occur of:
(i) the expiration of ten (10) years from the date hereof;
(ii) the sale or transfer of all of the Stock to transferees
under circumstances in which no shares of the Stock are required to be
subject to the Voting Trust in accordance with Section 5 of this
Agreement;
(iii) delivery to the Trustee of a certificate of Xxxxxxxx
Inc., in form and substance satisfactory to the Trustee, that Xxxxxxxx
Inc. no longer engages in market-making activities and other principal
transactions in the Common Stock of the Corporation and will not so
engage until it has received a written opinion of nationally recognized
securities counsel that Xxxxxxxx Inc. will not be deemed an "affiliate"
of the Corporation under the Securities Act or the Exchange Act;
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CUSIP No. 00000X000 Page 8 of 12 Pages
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(iv) delivery to the Trustee of a certificate of Xxxxxxxx
Inc., in form and substance satisfactory to the Trustee, that a shelf
registration statement for the Corporation registering the
market-making activities and other principal transactions of Xxxxxxxx
Inc. has been filed with and declared effective by the U.S. Securities
and Exchange Commission and that Xxxxxxxx Inc. undertakes to deliver a
prospectus with the confirmation of each sale by it as principal; or
(v) delivery to the Trustee of a written opinion of nationally
recognized securities counsel, in form and substance satisfactory to
Xxxxxxxx Inc. and the Trustee, that after giving effect to termination
of the Voting Trust Xxxxxxxx Inc. will not be deemed an "affiliate" of
the Corporation under the Securities Act or the Exchange Act.
(c) Return of Stock Certificates After Termination. As soon as
practicable after the termination of this Agreement, upon payment by Xxxxxxxx
Inc. of a sum sufficient to cover any governmental charge on the transfer or
delivery of the certificates for shares of Stock that remained subject to the
Voting Trust immediately prior to the termination of this Agreement, the Trustee
shall deliver to the Stockholders (or their designees) certificates representing
the number of shares of Stock to which they are entitled in accordance with
their respective interests subject to the Voting Trust immediately prior to the
termination of this Agreement or shall direct the Corporation to deliver or
cause to be delivered the appropriate certificates to the Stockholders.
7. Records and Books.
(a) Record of Shares. The Trustee shall maintain a record of all stock
certificates of the Corporation which are transferred to the Trustee. The
Trustee shall receive and hold the new stock certificates issued by the
Corporation in the name of the Trustee and shall maintain a record indicating
the date of issuance of the certificates, the certificate numbers, the name of
the Stockholders whose shares are represented by such certificates, the date of
receipt of the certificates, and the place in which the certificates are held by
it.
(b) Record of Voting Trust Certificates. The Trustee shall keep a
record of the holders of Voting Trust Certificates, which record shall indicate
the names and addresses of all such holders and the number of shares of Stock in
respect of which the Voting Trust Certificate held by each is issued, and shall
deposit a copy of such record with the Corporation at its registered office or
principal place of business.
(c) Other Records. The Trustee shall maintain such other records and
books as to enable it to carry out the terms and provisions of this Agreement.
(d) Inspection of Records. Pursuant to Section 218 of the Delaware
General Corporation Law, this Agreement and the record of the Stockholders
maintained by the Trustee shall be subject to the same right of examination by a
shareholder of the Corporation, in person or by agent or attorney, as are the
books and records of the Corporation under applicable laws and the Certificate
of Incorporation and Bylaws of the Corporation.
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CUSIP No. 00000X000 Page 9 of 12 Pages
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8. Miscellaneous.
(a) Additional Actions. Each of the parties hereto agrees to take or
cause to be taken such further actions, to execute and deliver or cause to be
executed and delivered such further instruments and to use their reasonable best
efforts to obtain such requisite consents as any other party may from time to
time reasonably request in order to fully effectuate the purposes, terms and
conditions of this Agreement.
(b) Notices. All notices and other communications given under this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered in person or mailed by first class, registered mail, postage prepaid,
or by facsimile transmission, telegram or overnight courier and addressed to the
parties at their addresses shown below:
(i) If to Trustee: Xxxxx Xxxxxxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
(ii) If to Xxxxxxxx Inc.: Xxxxxxxx Inc.
000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
(iii) If to any other Stockholder:
Such Stockholder's address as it appears in the records of the Trustee
as furnished to the Trustee by such Stockholder in writing or to such other
address as any of them by written notice to the others may from time to time
designate. Each notice or other communication which shall be personally
delivered, mailed, telecopied or couriered in the manner described above, or
which shall be delivered to a telegraph company, shall be deemed sufficiently
received for all purposes at such time as it is delivered to the addressee (with
any return receipt or delivery receipt being deemed conclusive evidence of such
delivery) or at such time as delivery is refused by the addressee upon
presentation.
(c) Severability. If any part of any provision of this Agreement or any
other agreement, document or writing given pursuant to or in connection with
this Agreement shall be invalid or unenforceable under applicable law, said part
shall be ineffective to the extent of such invalidity only, without in any way
affecting the remaining parts of said provisions or the remaining provisions of
said agreement.
(d) Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, devisees,
executors, administrators, legal representatives, successors and assigns.
(e) Amendment. No amendment or modification of this Agreement, and no
waiver hereunder, shall be valid or binding unless set forth in a writing duly
executed by the party against whom enforcement of the amendment, modification or
waiver is sought.
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CUSIP No. 00000X000 Page 10 of 12 Pages
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(f) Pronouns. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as identity of
the person or entity may require.
(g) Headings. Section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose and shall not in any way define or
affect the meaning, construction or scope of ally of the provisions hereof.
(h) Governing Law. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of Delaware (but not
including the choice of law rules thereof).
(i) Execution in Counterparts. To facilitate execution, this Agreement
may be executed in as many counterparts as may be required; and it shall not be
necessary that the signatures of, or on behalf of, each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on behalf of,
each party, or that the signatures of the persons required to bind any party,
appear on one or more of the counterparts. All counterparts shall collectively
constitute a single agreement. It shall not be necessary in making proof of this
agreement to produce or account for more than a number of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all the parties hereto.
(j) Stockholder Representations. Each Stockholder hereby represents and
warrants (a) that this Agreement has been duly authorized, executed and
delivered on its behalf and constitutes its legal, valid and binding obligation
and (b) that the execution, delivery and performance of this Agreement by the
Stockholder does not and will not violate any applicable law or regulation.
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CUSIP No. 00000X000 Page 11 of 12 Pages
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IN WITNESS WHEREOF, the parties hereto have duly executed this Voting
Trust Agreement, or have caused this Voting Trust Agreement to be duly executed
on their behalf, as of the day and year first hereinabove set forth.
WITNESS/ATTEST: TRUSTEE:
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Xxxxxxxx Vascular Preferred, LLC
BY:
----------------------------------
Name:
Xxxxxxxx Vascular Options, LLC
BY:
----------------------------------
Name:
Xxxxxxxx Investment Partners III, LLC
BY:
----------------------------------
Name:
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CUSIP No. 00000X000 Page 12 of 12 Pages
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EXHIBIT A
Xxxxxxxx Vascular Preferred, LLC 1,821,466 shares
Xxxxxxxx Vascular Options, LLC 885,714 shares
Xxxxxxxx Investment Partners III, LLC Option to Purchase
10,000 shares
