INVESTORS’ RIGHTS AGREEMENT
INVESTORS’ RIGHTS AGREEMENT
THIS INVESTORS’ RIGHTS AGREEMENT is made effective as of the 24th day of June, 2010, by and among Vaccinogen, Inc., a Delaware corporation (the “Company”); each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”; and the Key Holders (as defined below).
WHEREAS, the Company and the Investors are parties to the Stock Exchange Agreement of even date herewith (the “Purchase Agreement”) and the Company and Intracel are parties to the Asset Transfer Agreement of even date herewith (the “Asset Transfer Agreement”); and
WHEREAS, in order to induce the Company and the Investors to enter into the Purchase Agreement and the Asset Transfer Agreement, the Investors, the Key Holders, and the Company hereby agree that this Agreement shall govern certain rights of the Investors, the Company and the Key Holders as set forth in this Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement:
1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.
1.2 “Capital Stock” means (a) shares of Common Stock and Series B Preferred Stock (whether now outstanding or hereafter issued in any context), (b) shares of Common Stock issued or issuable upon conversion of Series B Preferred Stock and (c) shares of Common Stock issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Key Holder, any Investor, or their respective successors or permitted transferees or assigns. For purposes of the number of shares of Capital Stock held by an Investor or Key Holder (or any other calculation based thereon), all shares of convertible securities (including Series B Preferred Stock and Series AA Preferred Stock) shall be deemed to have been converted into Common Stock at the then-applicable conversion ratio.
1.3 “Common Stock” means shares of the Company’s common stock, par value $.0001 per share.
1.4 “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.
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1.5 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
1.6 “Holder” means any holder of Series B Securities who is a party to this Agreement.
1.7 “Intracel” means Intracel Holdings Corporation, a Delaware corporation.
1.8 “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
1.9 “Key Holder” means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Section 6.1 and any one of them, as the context may require.
1.10 “License Agreement” means that certain License Agreement made effective October 10, 2007 by and between the Intraceland the Company, as amended by the Amendment to License Agreement, of even date herewith.
1.11 “Liquidity Event” shall mean (i) an Qualified Public Offering, (ii) a “Deemed Liquidation Event” as such term is defined in the Company’s Certificate of Incorporation.
1.12 “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.
1.13 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.14 “Preferred Stock” means shares of the Series AA Preferred Stock and the Series B Preferred Stock.
1.15 “Proposed Key Holder Transfer” means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders.
1.16 “Proposed Transfer Notice” means written notice from a Key Holder setting forth the terms and conditions of a Proposed Key Holder Transfer.
1.17 “Prospective Transferee” means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.
1.18 “Qualified Public Offering” shall have the meaning given to such term in the Restated Certificate.
1.19 “Registration Rights Agreement” means that certain Registration Rights Agreement by and among the Company and the Investors of even date herewith.
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1.20 “Restated Certificate” means the Third Amended and Restated Certificate of Incorporation of the Company on file with the Secretary of State of the State of Delaware as of the date hereof.
1.21 “Restricted Securities” means the securities of the Company required to bear the legend set forth in Section 2 hereof.
1.22 “SEC” means the Securities and Exchange Commission.
1.23 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.
1.24 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
1.25 “Series B Securities” means (i) the Common Stock issuable or issued upon conversion of the Series B Preferred Stock; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any securities (i) sold by a Person to the public either pursuant to a registration statement or Rule 144 or (ii) sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1.
1.26 “Series AA Preferred Stock” means shares of the Company’s Series AA Preferred Stock, par value $.0001 per share.
1.27 “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $.0001 per share.
1.29 “Shares” means any securities of the Company the holders of which are entitled to vote for members of the Company’s Board of Directors, including without limitation, all shares of Common Stock and Series B Preferred Stock by whatever name called, now owned or subsequently acquired by an Investor, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.
1.30 “Transfer Stock” means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Series B Preferred Stock or Common Stock issued or issuable upon conversion of Series B Preferred Stock.
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(a) The Series B Preferred Stock and the Series B Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, unless (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement or (ii) the transferring Holder complies with the conditions specified in Section 2(c), which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Series B Preferred Stock and the Series B Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement and the Registration Rights Agreement. After its IPO, the Company will not require any bona fide third party transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer.
(b) Each certificate or instrument representing (i) the Series B Preferred Stock, (ii) the Series B Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2(c)) be stamped or otherwise imprinted with a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.
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(c) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144 or (y) in any transaction in which such Holder distributes Restricted Securities (1) to an Affiliate of such Holder for no consideration or (2) in the case of a Holder that is a natural person, to such persons’ spouse, child (natural or adopted), or any lineal descendant of such person (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative approved by the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family members, for no consideration and made for bona fide estate planning purposes, either during such persons lifetime or on death by will or intestacy; provided that each transferee agrees in writing to be subject to the terms of this Section 2 and provided that such distribution does not require the Company to have greater than two hundred and fifty (250) stockholders or require the Company to register pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended. Each certificate or instrument evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2(b), except that such certificate shall not bear such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.
(d) The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder of Series B Securities if the Company has completed its IPO and the holder has obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend, provided that the second legend listed above shall be removed only at such time as the holder of such certificate is no longer subject to any restrictions hereunder.
(e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.
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4. Stock Awards; Milestones; Additional Series B Stock.
(a) No later than the five (5) month anniversary of the date hereof, the Company shall recruit a Chief Executive Officer with senior executive-level experience in the biotechnology or pharmaceutical industry who is reasonably acceptable to Xxxxxxx Xxxxx or another financial adviser of national recognition (i.e., one of the “bulge bracket” firms);
(b) No later than the six (6) month anniversary of the date hereof, enrollment and randomization of the first patient in a phase 3 clinical trial of OncoVax for stage II colon cancer;
(c) No later than the six (6) month anniversary of the date hereof, receive Thirty-Five Million Dollars ($35,000,000) in bona fide equity financing (the “Milestone Financing”); and
(d) No later than the fifteen (15) month anniversary of the date hereof, the Company shall achieve a Liquidity Event; provided, however, that if (i) Xxxxxxx Xxxxx or another investment bank of national recognition (i.e., one of the “bulge bracket” firms) provides a written statement that they believe that delaying an initial public offering of the Company’s stock past such fifteen (15) month anniversary is necessary because of market conditions, and (ii) none of the other Milestones have been missed by the Company, the Milestone Dilution shall be 30% (not 50%), and will increase by five percentage points each month thereafter, until it moves back to 50%.
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For the avoidance of doubt, in calculating the amount of funds received toward the Milestone Financing, any and all funds received in exchange for the Series AA Preferred Stock and any money committed and/or held in escrow to acquire the Series AA Preferred Stock shall be included towards the Milestone Financing amount; but any funds received to date in exchange for Common Stock of the Company or Series A Preferred Stock of the Company (which series has now all been converted to Common Stock of the Company), shall not be included when calculating the amount received toward such Milestone Financing amount.
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(a) if such transaction requires stockholder approval, with respect to all Shares that the Investors own or over which the Investors otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment to the Restated Certificate required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale of the Company;
(b) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by the Investors as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Section 5.3 below, on the same terms and conditions as the Selling Investors;
(c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provisions of this Section 5. including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents;
(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company;
(e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; and
(f) if the consideration to be paid in exchange for the Shares pursuant to this Section 5 includes any securities and due receipt thereof by any Investor would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to any Investor in lieu thereof, against surrender of the Shares which would have otherwise been sold by the Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which the Investor would otherwise receive as of the date of the issuance of such securities in exchange for the Shares.
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(a) the Investors shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);
(b) liability shall be limited to the Investors’ applicable share (determined based on the respective proceeds payable to the Investor in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Investors but that in no event exceeds the amount of consideration otherwise payable to such Investor in connection with such Proposed Sale, except with respect to claims related to fraud by such Investor, the liability for which need not be limited as to such Investor;
(c) upon the consummation of the Proposed Sale, each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock and if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option.
6. Co-Sale Right and Exempt Transfers.
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(i) the number of shares of Common Stock that such Investor elects to include in the Proposed Key Holder Transfer; or
(ii) the number of shares of Series B Preferred Stock that is at such time convertible into the number of shares of Common Stock that such Investor elects to include in the Proposed Key Holder Transfer; provided, however, that if the Prospective Transferee objects to the delivery of Series B Preferred Stock in lieu of Common Stock, such Investor shall first convert the Series B Preferred Stock into Common Stock and deliver Common Stock as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee.
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(a) Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 6.1 shall not apply: (a) in the case of a Key Holder that is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a price no greater than that originally paid by such Key Holder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board of Directors, or (c) in the case of a Key Holder that is a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative approved by the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Key Holder or any such family members; provided that in the case of clause(s) (a) or (c), such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Key Holder (but only with respect to the securities so transferred to the transferee), including the obligations of a Key Holder with respect to Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 6.
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(a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(b) Any successor or permitted assignee of any Key Holder, including any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms hereof, shall deliver to the Company and the Investor, as a condition to any transfer or assignment, a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the predecessor or assignor of such successor or permitted assignee.
(c) The rights of the Investor hereunder are not assignable without the Company’s written consent (which shall not be unreasonably withheld, delayed or conditioned), except by an Investor to any Affiliate or to any permitted transferee of the Series B Preferred Stock and/or the Series B Securities, it being acknowledged and agreed that any such assignment, including an assignment contemplated by the preceding clauses shall be subject to and conditioned upon any such assignee’s delivery to the Company and the Investor of a counterpart signature page hereto pursuant to which such assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the assignor of such assignee.
(d) Except in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations of the Company hereunder may not be assigned under any circumstances.
7.2 Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.
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7.9 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the federal and state courts located within the geographic boundaries of the United States District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
VACCINOGEN, INC. | |||
By: | /s/ Xxxxxxx X. Xxxxx, Xx. | ||
Name: | Xxxxxxx X. Xxxxx, Xx. | ||
Title: | President and Chief Executive Officer | ||
INVESTORS: | |||
INTRACEL HOLDINGS CORPORATION | |||
By: | /s/ Xxxxxx Xxxx | ||
Name: | Xxxxxx Xxxx | ||
Title: | Chairman of the Board of Directors | ||
XXXXXX XXXXXXXXXX: | |||
/s/ Xxxxxx Xxxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxxx | ||
INTRACEL INVESTMENT LLC: | |||
By: | /s/ Xxxxxx Xxxx | ||
Name: | Xxxxxx Xxxx | ||
Title: | Managing Member | ||
DUBLIND PARTNERS: | |||
By: | /s/ | ||
Name: | |||
Title: |
[SIGNATURE PAGE TO SERIES B INVESTOR RIGHTS AGREEMENT]
X. XXXXXXX: | |||
/s/ Xxxxxxx X Xxxxxxx | |||
Name: | |||
ALLIANCE EQUITIES: | |||
By: | /s/ | ||
Name: | |||
Title: | |||
XXXXXXX XXXXXXX: | |||
/s/ Xxxxxxx Xxxxxxx | |||
Name: | Xxxxxxx Xxxxxxx | ||
XXXXXX PARTNERSHIP | |||
By: | /s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Managing General Partner | ||
XXXXXXX XXXXXXX: | |||
By: | /s/ Xxxxxxx Xxxxxxx | ||
Name: | Xxxxxxx Xxxxxxx | ||
3V SOURCEONE: | |||
By: | /s/ | ||
Name: | |||
Title: |
[SIGNATURE PAGE TO SERIES B INVESTOR RIGHTS AGREEMENT]
XXXX XXXXX: | |||
By: | /s/ Xxxx Xxxxx | ||
Name: | Xxxx Xxxxx | ||
XXXXXX XXXX | |||
By: | /s/ Xxxxxx Xxxx | ||
Name: | Xxxxxx Xxxx | ||
XXXXXX XXXXX | |||
By: | /s/ Xxxxxx Xxxxx | ||
Name: | Xxxxxx Xxxxx | ||
SQ VENTURES: | |||
By: | /s/ Xxxxx X. Xxxxxxxxxx | ||
Name: | Xxxxx X. Xxxxxxxxxx | ||
Title | Managing Member | ||
XXXXX XXXXX: | |||
By: | /s/ Xxxxx Xxxxx | ||
Name: | Xxxxx Xxxxx |
[SIGNATURE PAGE TO SERIES B INVESTOR RIGHTS AGREEMENT]
KEY HOLDERS: | |||
Signature: | /s/ Xxxxxxx X. Xxxxx, Xx. | ||
Name: | Xxxxxxx X. Xxxxx, Xx. | ||
Signature: | /s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx | ||
Signature: | /s/ Xxxxxx X. Xxxxxxx | ||
Name: | Xxxxxx X. Xxxxxxx |
[SIGNATURE PAGE TO SERIES B INVESTOR RIGHTS AGREEMENT]
SCHEDULE A
Investors
Name, Address, Email and Fax | |
Intracel Holdings Corporation | |
000 Xxxxxxxx Xxxxxx | |
Xxxxxxxxx, Xxxxxxxx 00000 | |
Attention: Xxxxxx Xxxx | |
Fax: ____________________________________ | |
Email: XXxxx@XxxxxXxxxx.xxx | |
Xxxxxx Xxxxxxxxxx | |
Email: | |
Dublind Partners | |
Email: | |
[X. Xxxxxxx] | |
Email: | |
Alliance Equities | |
Email: | |
Xxxxxxx Xxxxxx | |
Email: | |
Cutis Partnership | |
Email: | |
Xxxxxxx Xxxxxxx | |
Email: | |
3V Sourceone | |
Email: | |
Xxxx Xxxxx | |
Email: | |
Xxxxxx Xxxx | |
Email: | |
Xxxxxx Xxxxx | |
Email: | |
SQ Ventures | |
Email: | |
Xxxxx Xxxxx | |
Email: |
SCHEDULE B
Key Holders
Name | Address | Fax | |||||
Xxxxxxx X. and Xxxxxxxx X. Xxxxx |
00000 Xxxxx Xxxxxx Xxxxx Xxxx Xxxx Xxxxxxx Xxxxx, XX 00000 |
xxxxxxxxx@xxxxxxxxxxxxx.xxx | 000 000 0000 | ||||
Xxxx Xxxxxxx | 00 Xxxxxxxxx Xxxxxx Xxxx 0 Xxxxxx Xxxxxxxxx, Xxxxxxxxx 3142 |
Xxxx.xxxxxxx@xxxxxxxxxxxx.xxx | 011 61 2 8239 3333 | ||||
Xxxxxx X. Xxxxxxx | 00000 Xxxxxx Xxxxx Xxxxx Xx. Xxxxxxxx Xxxx, XX 00000 |
xxxxxxxx@xxxxxxxxxxxxx.xxx | 000 000 0000 |