CONCEPTUS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made as of November
26, 1996 by and among Conceptus, Inc., a Delaware corporation (the "COMPANY"),
and Microgyn, Inc., a Massachusetts corporation ("MICROGYN").
RECITALS
A. Conceptus, Microgyn and CPTS Acquisition Corporation, a
Massachusetts corporation and wholly-owned subsidiary of Conceptus ("MERGER
SUB"), have entered into an Agreement and Plan of Reorganization (the
"REORGANIZATION AGREEMENT"), dated as of October 29, 1996, providing for the
merger of Merger Sub with and into Microgyn (the "MERGER").
B. At the Effective Time (as defined in the Reorganization Agreement),
each issued and outstanding share of Microgyn capital stock will be converted
into the right to receive cash and shares of the Company's Common Stock (such
shares being referred to as the "MERGER SHARES").
C. While the Company intends that the issuance of the Merger Shares will
qualify for an exemption under Section 3(a)(10) of the Securities Act of 1933,
as amended (the "ACT"), in the event that the issuance of the Merger Shares
would not so qualify, the Company will have the option of paying the former
shareholders of Microgyn (the "MICROGYN SHAREHOLDERS") an equal amount of cash
or proceeding with the issuance of the Merger Shares under another exemption.
D. In the event that the Section 3(a)(10) exemption is not available and
the Company proceeds with the issuance of Merger Shares to the Microgyn
Shareholders, the Company and Microgyn have agreed that the following provisions
shall apply with respect to the resale of such issued Merger Shares.
AGREEMENT
The parties hereby agree as follows:
1. REGISTRATION RIGHTS. The Company and Microgyn covenant and agree
as follows:
1.1 DEFINITIONS. For purposes of this Section 1:
(a) The terms "REGISTER," "REGISTERED," and
"REGISTRATION" refer to a registration effected by preparing and filing a
registration statement on Form X-0, X-0, XX-0 or SB-2 or their successor
forms (or other functionally equivalent form under the Act) in compliance
with the Act, and the declaration or ordering of effectiveness of such
registration statement or document;
(b) The term "REGISTRABLE SECURITIES" means the Merger
Shares of any Tranche for which Rule 144 or another similar exemption under
the Act is not available for the sale of all of such shares by the Holder
thereof during a three-month period without registration; PROVIDED, HOWEVER,
that the foregoing definition shall exclude in all cases any Registrable
Securities sold by a person in a transaction in which his or her rights under
this Agreement are not assigned. Notwithstanding the foregoing, Merger
Shares or other securities shall only be treated as Registrable Securities if
and so long as they have not been (A) sold to or through a broker or dealer
or underwriter in a public distribution or a public securities transaction,
or (B) sold in a transaction exempt from the registration and prospectus
delivery requirements of the Act under Section 4(1) thereof so that all
transfer restrictions, and restrictive legends with respect thereto, if any,
are removed upon the consummation of such sale;
(c) The number of shares of "REGISTRABLE SECURITIES THEN
OUTSTANDING" shall be the number of Merger Shares outstanding which are then
Registrable Securities;
(d) The term "HOLDER" means any person owning or having
the right to acquire Registrable Securities or any assignee thereof in
accordance with Section 1.13 hereof;
(e) The term "TRANCHE" means an installment of Merger
Shares issued by the Company to the Microgyn Shareholders pursuant to Section
1.3(b), 1.3(c) or 1.3(d) of the Reorganization Agreement;
(f) The term "FORM S-3" means such form under the Act as
in effect on the date hereof or any successor form under the Act; and
(g) The term "SEC" means the Securities and Exchange
Commission.
1.2 REQUEST FOR REGISTRATION.
(a) If the Company shall receive at any time after the
issuance of Merger Shares a written request from the Holders of not less than
twenty-five percent (25%) of the Registrable Securities then outstanding that
the Company file a registration statement under the Act covering the the
Registrable Securities then outstanding held by the Holders initiating such
request (the "INITIATING HOLDERS"), the Company shall, within seven (7)
business days of the receipt thereof, give written notice of such request to
all Holders and shall, subject to the limitations set forth in this Section
1.2, use its best efforts to effect as soon as practicable, and in any event
within 30 days of the receipt of such request (or such longer period as may
be necessary to satisfy any SEC review period, if applicable), the
registration under the Act of all Registrable Securities which the Holders
request to be registered pursuant to written notice delivered to the Company
within fifteen (15) days of the mailing of the Company's notice.
(b) If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
this Section 1.2 and the Company shall
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include such information in the written notice referred to in subsection
1.2(a). The underwriter will be selected by a majority in interest of the
Initiating Holders and shall be reasonably acceptable to the Company. In
such event, the right of any Holder to include his Registrable Securities in
such registration shall be conditioned upon such Holder's participation in
such underwriting and the inclusion of such Holder's Registrable Securities
in the underwriting (unless otherwise mutually agreed by a majority in
interest of the Initiating Holders and such Holder) to the extent provided
herein. All Holders proposing to distribute their securities through such
underwriting shall (together with the Company as provided in subsection
1.3(e)) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by a majority in
interest of the Initiating Holders. Notwithstanding any other provision of
this Section 1.2, if the underwriter advises the Initiating Holders in
writing that marketing factors require a limitation of the number of shares
to be underwritten, then the Initiating Holders shall so advise all Holders
of Registrable Securities which would otherwise be underwritten pursuant
hereto, and the number of shares of Registrable Securities that may be
included in the underwriting shall be allocated among all Holders thereof,
including the Initiating Holders, in proportion (as nearly as practicable) to
the amount of Registrable Securities of the Company owned by each Holder;
PROVIDED, HOWEVER, that the number of shares of Registrable Securities to be
included in such underwriting shall not be reduced unless all other
securities are first entirely excluded from the underwriting.
(c) Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting a registration statement pursuant to this
Section 1.2, a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its stockholders for such
registration statement to be filed and it is therefore essential to defer the
filing of such registration statement, the Company shall have the right to
defer such filing for a period of not more than thirty (30) days after
receipt of the request of the Initiating Holders.
(d) In addition, the Company shall not be obligated to
effect, or to take any action to effect, any registration pursuant to this
Section 1.2:
(i) If the Company has already effected a number of
registrations pursuant to this Section 1.2 equal to the product of (A) two,
multiplied by (B) the number of Tranches of Merger Shares issued as of such
date; or
(ii) During the six-month period following the
termination date of a registration effected pursuant to Section 1.2 hereof.
1.3 OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the
Company shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best
efforts to cause such registration statement to become effective, and keep
such registration statement effective until the earlier of (a) the close of
business on the date seventy-five (75) days following the effective date of
the
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registration, (b) the completion of the distribution of securities registered
thereunder, (c) the date agreed to by the consent of the Holders of at least
sixty-six percent (66%) of the Registrable Securities subject to such
registration, or (d) such other date on which registration rights would
terminate as may be set forth in Section 1.10 below.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement for up to seventy-five (75)
days.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities
owned by them.
(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably requested by
the Holders, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.
(e) In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in
usual and customary form, with the managing underwriter of such offering.
Each Holder participating in such underwriting shall also enter into and
perform its obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto
is required to be delivered under the Act of the happening of any event as a
result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, such obligation to continue for seventy-five (75) days.
(g) Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.
(h) Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for
all such Registrable Securities, in each case not later than the effective
date of such registration.
1.4 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of
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disposition of such securities as shall be required to effect the
registration of such Holder's Registrable Securities. The Company shall have
no obligation with respect to any registration requested pursuant to Section
1.2 of this Agreement if, as a result of the application of the preceding
sentence, the number of shares of Registrable Securities to be included in
the registration does not equal or exceed the number of shares required to
originally trigger the Company's obligation to initiate such registration as
specified in subsection 1.2(a).
1.5 EXPENSES OF REGISTRATION. The Company shall pay all
expenses (other than underwriting discounts and commissions) incurred in
connection with underwritings, registrations, filings or qualifications
pursuant to Section 1.2, including (without limitation) all registration,
filing and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company; provided, however, that the Company
shall not be required to pay for any expenses of any registration proceeding
begun pursuant to Section 1.2 if the registration request is subsequently
withdrawn at the request of the Holders of a majority of the Registrable
Securities to be registered (in which case all participating Holders shall
bear such expenses), unless the Holders of a majority of the Registrable
Securities agree to forfeit their right to one demand registration pursuant
to Section 1.2; provided further, however, that if at the time of such
withdrawal, the Holders have learned of a material adverse change in the
condition, business, or prospects of the Company from that known to the
Holders at the time of their request and have withdrawn the request with
reasonable promptness following disclosure by the Company of such material
adverse change, then the Holders shall not be required to pay any of such
expenses and shall retain their rights pursuant to Section 1.2. Expenses of
special counsel, if any, for the selling Holders shall be borne entirely by
such Holders.
1.6 DELAY OF REGISTRATION. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect
to the interpretation or implementation of this Section 1.
1.7 INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, any underwriter (as defined in the
Act) for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "VIOLATION"): (i) any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Act, the Exchange Act or any state securities law; and
the Company will pay to each such Holder,
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underwriter or controlling person, as incurred, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection 1.7(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any such loss, claim, damage, liability, or
action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of
its officers who has signed the registration statement, each person, if any,
who controls the Company within the meaning of the Act, any underwriter, any
other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any
losses, claims, damages, or liabilities (joint or several) to which any of
the foregoing persons may become subject, under the Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon
any Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such
registration; and each such Holder will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified
pursuant to this subsection 1.7(b), in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this subsection 1.7(b)
shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld;
provided, that, in no event shall any indemnity under this subsection 1.7(b)
exceed the net proceeds from the offering received by such Holder, except in
the case of willful fraud by such Holder.
(c) Promptly after receipt by an indemnified party under
this Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.7,
deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain
one separate counsel, with the reasonable fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and
any other party represented by such counsel in such proceeding. The failure
to deliver written notice to the indemnifying party within a reasonable time
of the commencement of any such action, if prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 1.7, but the omission so to deliver
written
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notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 1.7.
(d) If the indemnification provided for in this Section
1.7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss,
liability, claim, damage, or expense in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of
the indemnified party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or expense as
well as any other relevant equitable considerations; provided, that, in no
event shall any contribution by a Holder under this Subsection 1.7(d) exceed
the net proceeds from the offering received by such Holder, except in the
case of willful fraud by such Holder. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct
or prevent such statement or omission.
(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering
are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.
(f) The obligations of the Company and Holders under this
Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.
1.8 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a
view to making available to the Holders the benefits of Rule 144 promulgated
under the Act and any other rule or regulation of the SEC that may at any
time permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3 or other applicable
form incorporating by reference the Company's public information, the Company
agrees to:
(a) make and keep public information available, as those
terms are understood and defined in SEC Rule 144 so long as the Company
remains subject to the periodic reporting requirements under Sections 13 or
15(d) of the Exchange Act;
(b) take such action, including the voluntary
registration of its Common Stock under Section 12 of the Exchange Act, as is
necessary to enable the Holders to utilize Form S-3 for the sale of their
Registrable Securities, such action to be taken as soon as practicable after
the end of the fiscal year in which the first registration statement filed by
the Company for the offering of its securities to the general public is
declared effective;
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(c) file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the Exchange Act;
and
(d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144
(at any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Act and the Exchange Act
(at any time after it has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or
pursuant to such form.
1.9 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register Registrable Securities pursuant to this Section 1 may
be assigned (but only with all related obligations) by a Holder to a
transferee or assignee of such securities, provided the Company is, within a
reasonable time after such transfer, furnished with written notice of the
name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; and provided,
further, that such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Act. For assignments in
connection with the transfer of less than all of a Holder's Registrable
Securities to an assignee, the assigning Holder and all assignees of such
Holder's Registrable Securities shall appoint a single attorney-in-fact for
the purpose of exercising any rights, receiving notices or taking any action
under Section 1.
1.10 TERMINATION OF REGISTRATION RIGHTS. The registration
obligations of the Company will terminate (i) with respect to any Holder, at
such time as (a) all Merger Shares held by such Holder may be sold within a
three-month period pursuant to Rule 144 and (b) the holder owns less than one
percent (1%) of the outstanding capital stock of the Company, or (ii) upon
completion of the distribution under the registration statements of all the
Merger Shares which may hereafter be issued.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties.
Except as specifically set forth in this paragraph, nothing in this
Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any
rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. It is intended
that the Microgyn Shareholders be third party beneficiaries to this
Registration Rights Agreement and that this Registration Rights Agreement may
be enforced on their behalf by the Representatives (as defined in the
Reorganization Agreement).
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2.2 GOVERNING LAW. This Agreement and all acts and
transactions pursuant hereto shall be governed, construed and interpreted in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of laws.
2.3 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
2.4 TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.5 NOTICES. Unless otherwise provided, any notice required
or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier
or sent by telegram or fax, or seventy-two (72) hours after being deposited
in the U.S. mail, as certified or registered mail, with postage prepaid, and
addressed to the party to be notified at such party's address as set forth
below or on EXHIBIT A hereto, or as subsequently modified by written notice.
Notices under Section 1.2(a) to the Holders from Company must be delivered
personally or by overnight courier.
2.6 EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders
of sixty-six percent (66%) of the Registrable Securities then outstanding.
Any amendment or waiver effected in accordance with this paragraph shall be
binding upon each holder of any Registrable Securities then outstanding, each
future holder of all such Registrable Securities, and the Company.
2.8 SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties
cannot reach a mutually agreeable and enforceable replacement for such
provision, then (a) such provision shall be excluded from this Agreement, (b)
the balance of the Agreement shall be interpreted as if such provision were
so excluded and (c) the balance of the Agreement shall be enforceable in
accordance with its terms.
[Signature Page Follows]
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The parties have executed this Registration Rights Agreement as of the date
first above written.
CONCEPTUS, INC. MICROGYN, INC.
By: /S/ XXXXXXX XXXXX By: /S/ XXXXX X. XXXXX
--------------------------- ----------------------------
Title: CFO Title: PRESIDENT
------------------------ -------------------------
0000 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attn: Chief Financial Officer
Phone: (000) 000-0000
Fax: (000) 000-0000 or 000-0000
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Revised 11/22/96
EXHIBIT A
MICROGYN SHAREHOLDERS
Shareholder Addresses
NAME/ADDRESS NAME/ADDRESS
Xxx Xxxxx Xxxxxxxxx Xxxx
000 Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000 Xxxxx, XX 00000
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxxx, M.D.
Firepond Partners, Inc. Massachusetts General Hospital
8 Faneuil Hall Marketplace Xxxxxxx Memorial Gyn. Service
Xxxxxx, XX 00000 Wang Xxxxxxxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Xxxx X. Xxxxxx Xxxx Xxxx
00 Xxxxx Xxxxxx 00 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Xxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxx
0 Xxx Xxxxxxxxx Xxxx 00 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000 Xxxxxx, XX 00000
Xxxx and Xxxx Xxxxxxx Medical Scientific, Inc.
000 X. Xxxxxxxxx Xxxx 000 Xxxx Xxxxxxx Xxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxxx, XX 00000
Heritage Capital Management, Inc. Xxxx Xxxxxxxx
Xxxxxxx Xxxxx, Xxxxxxx X. Xxxxx and 00 Xxxxxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxx, XX 00000
Trustees of The Lishon Trust)
00 Xxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxxx Xxxxx
00 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxxxx
0 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx Xxxxx
0 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxx Xxxxxxxxxx
0 Xxxx Xxxx Xxxx
Xxxxxx, XX
Tax Identification Numbers provided in Letters of Transmittal.
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