EXHIBIT 3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of September
19, 1996, among Shared Resource Exchange, Inc., a Delaware
corporation (the "Seller"), Teltronics, Inc., a Delaware
corporation ("Teltronics") and those parties listed as lenders on
Schedule 1 attached hereto (the "Lenders" and together with the
Seller, the "Investors").
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement of Sale, dated as of
September 19, 1996 (the "Agreement of Sale"), among the Seller,
SRX of Florida, Inc. (the "Buyer") and Teltronics, the Seller
has, as consideration for the sale of substantially all of its
assets pursuant to the terms of the Agreement of Sale, received
shares of voting common stock of Teltronics, par value $.001 per
share ("Teltronics Stock"), which shares are not registered
under the Securities Act of 1933 (the "Act") and are subject to
the resale restrictions set forth in Rule 144 promulgated under
the Act; and
WHEREAS, pursuant to an Exchange Agreement, dated
September 19, 1996 (the "Exchange Agreement"), among the Buyer,
Teltronics and the Lenders, Teltronics has issued shares of
Teltronics Stock to the Lenders as full payment and satisfaction
of all of the liabilities and obligations of the Buyer arising
under the Bridge Documents (as defined in the Exchange Agreement)
which were assumed by the Buyer from the Seller pursuant to the
Agreement of Sale.
NOW, THEREFORE, in consideration of the premises and
the mutual agreements set forth herein, the parties agree as
follows:
1. REGISTRATION. The following provisions govern the
registration of the Teltronics Stock:
1.1 DEFINITIONS. As used herein, the following terms
have the following meanings:
Holder: A holder of Registrable Stock (or transferee,
subject to compliance with Section 1.10 hereof),
provided that anyone who acquires any Registrable Stock
in a distribution pursuant to a registration statement
filed by Teltronics under the Securities Act of 1933,
as amended (the "Securities Act"), shall not thereby be
deemed to be a "Holder".
"Register", "registered" and "registration" refer to a
registration effected by filing a registration
statement in compliance with the Securities Act and the
declaration or ordering by the Securities and Exchange
Commission (the (Commission") of effectiveness of such
registration statement.
Registrable Stock: All shares of Teltronics Stock
issued and held by the Seller or a Lender (or its
designee(s)) which were issued pursuant to the terms of
the Agreement of Sale or Exchange Agreement or by a
person to whom registration rights have been
transferred in compliance with the provisions of
Section 1.9 hereof; and all shares of Teltronics Stock
issued by Teltronics in respect of such shares.
1.2 INCIDENTAL REGISTRATION. If Teltronics at any
time proposes to register any of its securities under the
Securities Act in an offering for cash (other than a registration
effected solely to implement an employee benefit plan or an
exchange of securities for the assets or securities of or the
merger or consolidation with another person, firm, corporation
or other entity), it will each such time give written notice to
all Holders of its intention so to do. Upon the written request
of a Holder or Holders given within 20 days after receipt of
any such notice (stating the number of shares of Registrable
Stock to be disposed of by such Holder or Holders and the
intended method of disposition), Teltronics shall use its best
efforts to cause all such shares of Registrable Stock intended to
be disposed of, the Holders of which shall have requested
registration thereof, to be registered under the Securities Act
so as to permit the disposition (in accordance with the methods
in said request) by such Holder or Holders of the shares so
registered, subject, however, to the limitations set forth in
Section 1.3.
1.3 LIMITATIONS ON INCIDENTAL REGISTRATION. If the
registration of which Teltronics gives notice pursuant to Section
1.2 is for an underwritten offering, only securities that are to
be included in the underwriting may be included in the
registration. Notwithstanding any provision of Section 1.2, if
the underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the
underwriter may eliminate or reduce the number of shares of
Registrable Stock to be included in the registration and
underwriting. Teltronics shall so advise all Holders (except
those Holders who have not indicated to Teltronics their decision
to distribute any of their Registrable Stock through such
underwriting), and the number of shares of Registrable Stock that
may be included in the registration and underwriting shall be
allocated among such Holders in proportion, as nearly as
practicable, to the respective amounts of Registrable Stock owned
by such Holders at the time of filing the registration statement.
No Registrable Stock excluded from the underwriting by reason of
the underwriter's marketing limitation shall be included in such
registration. In addition, selling Holders shall execute a
mutually acceptable lock-up agreement with the underwriter(s) in
any underwritten registration. If any Holder disapproves of any
such underwriting, such person may elect to withdraw therefrom by
written notice to Teltronics and the underwriter. The
Registrable Stock and/or other securities so withdrawn from such
underwriting shall also be withdrawn from such registration.
1.4 REGISTRATION PROCEDURES. Whenever Teltronics
shall file a registration statement registering shares of
Teltronics Stock, as contemplated by Section 1.2 hereof,
Teltronics shall:
(a) furnish to each prospective seller such
number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities
Act, in order to facilitate the public sale or other disposition
of the shares owned by such seller;
(b) use its best efforts to register or qualify
the shares covered by such registration statement under such
other securities or blue sky or other applicable laws of the
states of California, New York and Texas, to enable each
prospective seller to consummate the public sale or other
disposition in such st ates of the shares owned by such seller;
provided, however, that in no event shall Teltronics be obligated
to qualify to do business in any jurisdiction where it is not at
the time so qualified or to take any action which would subject
it to service of process in suits other than those arising out of
the offer or sale of the stock covered by such registration
statement in any jurisdiction where it is not at the time so
subject;
(c) 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;
(d) notify each Holder of Registrable Stock
covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under the
Securities 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; and
(e) apply for listing and use its best efforts to
list the Registrable Stock being registered on any national
securities exchange on which a class of equity securities of
Teltronics are listed or, if Teltronics does not have a class of
equity securities listed on a national securities exchange, apply
for qualification and use its best efforts to qualify the
Registrable Stock being registered for inclusion on the Small Cap
TM automated quotation system of the National Association of
Securities Dealers, Inc. ('NASDAQ") or on a national securities
exchange.
The registration rights granted under Section 1.2 shall
terminate as to any Holder if such person (a) holds one percent
(1%) or less of the outstanding shares of Teltronics Stock and
(b) would be permitted to sell all of the Registrable Stock held
by it pursuant to Rule 144(k).
1.5 DESIGNATION OF UNDERWRITER. In the case of any
registration initiated by Teltronics, Teltronics, in its sole
discretion, shall have the right to designate the managing
underwriter in any underwritten offering.
1.6 COOPERATION BY PROSPECTIVE SELLERS.
(b) Failure of a prospective seller of
Registrable Stock to furnish the information and agreements
described in this Section 1.6 or Section 1.4(c) shall not affect
the obligations of Teltronics under this Section 1 to remaining
sellers who furnish such information and agreements unless, in
the reasonable opinion of counsel to Teltronics or the
underwriters, such failure impairs or may impair the viability of
the offering or the legality of the registration statement or the
underlying offering.
(c) The Holders of Registrable Stock included in
the registration statement will not (until further notice from
Teltronics) effect sales thereof after receipt of telegraphic or
written notice from Teltronics to suspend sales to permit
Teltronics to correct or update a registration statement or
prospectus; but the obligations of Teltronics with respect
to maintaining any registration statement current and effective
shall be extended by a period of days equal to the period such
suspension is in effect unless (i) such extension would result
in the inability of Teltronics to use the financial statements in
the registration statement initially filed and (ii) such
correction or update did not result from the wrongful acts or
failures to act of Teltronics.
1.7 EXPENSES OF REGISTRATION. All expenses incurred
in effecting any registration pursuant to Section 1.2 including,
without limitation, all registration and filing fees, printing
expenses, expenses of compliance with blue sky laws, fees and
disbursements of counsel for Teltronics, and expenses of any
audits incidental to or required by any such registration, shall
be borne by Teltronics, except that all expenses, fees and
disbursements of any counsel or other professional retained by
the Holders, and all underwriting discounts and commissions shall
be borne by the Holders of the securities registered pursuant to
such registration, pro rata according to the quantity of their
securities so registered.
1.8 INDEMNIFICATION. (a) To the extent permitted by
law, Teltronics shall indemnify each Holder joining in a
registration, each agent, officer and director of such Holder,
each person controlling such Holder and each underwriter and
selling broker of the securities so registered (collectively,
"Indemnitees") against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a
material fact contained in any prospectus, offering circular or
other document incident to any registration, qualification or
compliance (or in any related registration statement,
notification or the like) or any 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 any
violation by Teltronics of the Securities Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or state
securities laws or any rule or regulation promulgated under the
Securities Act, the Exchange Act or a state securities law, in
each case applicable to Teltronics, and will reimburse each such
Indemnitee for any legal and any other fees and expenses
reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, provided,
however, that Teltronics will not be liable to any Indemnitee in
any such case to the extent that any such claim, loss, damage or
liability is caused by any untrue statement or omission so made
in conformity with information furnished to Teltronics by such
Indemnitee for use therein and except that the foregoing
indemnity is subject to the condition that, insofar as it relates
to any such untrue statement (or alleged untrue statement) or
omission (or alleged omission) made in the preliminary prospectus
but eliminated or remedied in the amended prospectus on file with
the Commission at the time the registration statement becomes
effective or in the amended prospectus filed with the Commission
pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity
shall not inure to the benefit of any underwriter, or any
Indemnitee if there is no underwriter, if a copy of the Final
Prospectus was not furnished to the person or entity asserting
the loss, liability, claim or damage at or prior to the time such
furnishing is required by the Securities Act; provided, further,
that this indemnity shall not be deemed to relieve any
underwriter of any of its due diligence obligations; provided,
further, that the indemnity agreement contained in this
subsection 1.8(a) shall not apply to amounts paid in settlement
of any such claim, loss, damage, liability or action if such
settlement is effected without the consent of Teltronics, which
consent shall not be unreasonably withheld.
b) To the extent permitted by law, each Holder
joining in a registration and each underwriter and selling broker
of the securities so registered shall indemnify Teltronics and
its officers and directors and each person, if any, who controls
any thereof within the meaning of Section 15 of the Securities
Act, and their respective successors against all claims, losses,
damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus,
offering circular or other document incident to any registration,
qualification or compliance (or in any related registration
statement, notification or the like) or any omission (or alleged
omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading and shall reimburse Teltronics and each other person
indemnified pursuant to this paragraph (b) for any legal and any
other fees and expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage,
liability or action, provided, however, that this paragraph (b)
shall apply only if (and only to the extent that) such statement
or omission was made in reliance upon and in conformity with
information (including, without limitation, written negative
responses to inquiries) furnished to Teltronics by such Holder,
underwriter or selling broker for use in such prospectus,
offering circular or other document (or related registration
statement, notification or the like) or any amendment or
supplement thereto; and except that the foregoing indemnity is
subject to the condition that, insofar as it relates to any such
untrue statement (or alleged untrue statement) or omission (or
alleged omission) made in the preliminary prospectus but
eliminated or remedied in the amended prospectus on file with the
Commission at the time the registration statement becomes
effective or in the Final Prospectus, such indemnity shall not
inure to the benefit of (i) Teltronics and (ii) any underwriter,
or Holder if there is no underwriter, if a copy of the Final
Prospectus was not furnished to the person or entity asserting
the loss, liability, claim or damage at or prior to the time such
furnishing is required by the Securities Act; provided, further,
that this indemnity shall not be deemed to relieve any
underwriter of any of its due diligence obligations; provided,
further, that the indemnity contained in this subsection 1.8(b)
shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability or action if such settlement is effected
without the consent of the Holder or underwriter, as the case may
be, which consent shall not be unreasonably withheld; and
provided, further, that the obligations of such Holders shall be
limited to an amount equal to the net proceeds received by such
Holder from the sale of such stock in such offering as
contemplated herein, unless such claim, loss, damage, liability
or action resulted from such Holder's fraudulent misconduct.
(c) Each party entitled to indemnification
hereunder (the "indemnified party") shall give notice to the
party required to provide indemnification (the "indemnifying
party') promptly after such indemnified party has actual
knowledge of any claim as to which indemnity may be sought, and
shall permit the indemnifying party (at its expense) to assume
the defense of any claim or any litigation resulting therefrom,
provided that counsel for the indemnifying party, who shall
conduct the defense of such claim or litigation, shall be
reasonably satisfactory to the indemnified party, and the
indemnified party may participate in such defense at such party's
expense, and provided further that the omission by any
indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this
Section 1.8 except to the extent that the omission results in a
failure of actual notice to the indemnifying party and such
indemnifying Party is damaged solely as a result of the failure
to give notice. No indemnifying party, in the defense of any
such claim or litigation, shall consent, except with the consent
of each indemnified party, to entry of any judgment or enter into
any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to
such claim or litigation.
(d) The reimbursement required by this Section
1.8 shall be made by periodic payments during the course of the
investigation or defense, as and when bills are received or
expenses incurred.
(e) The obligation of Teltronics and each Holder
under this Section 1.8 shall survive the completion of any
offering of Registrable Stock in a registration statement under
this Section 1, or otherwise, in which Holders were offered an
opportunity to sell all of their shares, for a period of one (1)
year.
1.9 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
INVESTORS. Each Investor severally represents and warrants that:
(a) AUTHORIZATION. It has full power and authority to
enter into and to perform this Agreement in accordance with its
terms. This Agreement has been duly executed and delivered by it
and constitutes its valid and legally binding obligation.
(b) INVESTMENT REPRESENTATIONS. It is acquiring the
shares of Teltronics Stock being acquired for its own account,
for investment purposes and not with a view to, or for sale in
connection with, any distribution of such shares or any part
thereof; provided, however, it is the intention of Seller to
distribute the shares of Teltronics Stock, acquired by it under
the Agreement of Sale to its shareholders in connection with the
liquidation of Seller, subject to Seller receiving appropriate
investment representations from such shareholders.
(c) INVESTMENT EXPERIENCE; Access to Information. It
(a) is an investor experienced in the evaluation of businesses
similar to the Buyer and Teltronics, (b) is able to fend for
itself in the transactions contemplated by this Agreement, (c)
has such knowledge and experience in financial, business and
investment matters as to be capable of evaluating the merits and
risks of this investment, (d) has the ability to bear the
economic risks of this investment, (e) was not organized or
reorganized for the specific purpose of acquiring the shares of
Teltronics Stock held by it, and (f) has been afforded the
opportunity to ask questions of, and to receive answers from, the
Buyer and Teltronics and to obtain any additional information, to
the extent the Buyer or Teltronics, as the case may be, has such
information or could have acquired it without unreasonable effort
or expense, all as necessary for it to make an informed
investment decision with respect to the acquisition of the
Shares.
(d) ABSENCE OF REGISTRATION. It understands that:
(i) The shares of Teltronics Stock are
unregistered and may be required to be held indefinitely unless
they are subsequently registered under the Securities Act, or an
exemption from such registration is available.
(ii) Teltronics is under no obligation to file a
registration statement with the Securities and Exchange
Commission with respect to the Shares.
(iii) Rule 144 promulgated under the Securities
Act ("Rule 144"), which provides for certain limited sales of
unregistered securities, is not presently available with respect
to the Shares, and Teltronics is under no obligation to make Rule
144 available.
(e) RESTRICTIONS ON TRANSFER. It will not offer,
sell, pledge, hypothecate, or otherwise dispose of the shares of
Teltronics Stock unless such offer, sale, pledge, hypothecation
or other disposition (i) is registered under the Securities Act
and any applicable State law, or (ii) does not violate the
Securities Act or any applicable state law, and (iii) the
certificate(s) representing the shares shall bear a legend
stating in substance:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE
LAWS OR, IN THE OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE
SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION DOES NOT VIOLATE THE PROVISIONS THEREOF.
Upon request of a holder of the shares of Teltronics
Stock, Teltronics shall remove the legend set forth above from
the certificates evidencing such shares, or issue to such holder
new certificates therefor free of such legend, (i) if with such
request Teltronics shall have received an opinion of counsel
selected by the holder and reasonably satisfactory to Teltronics,
in form and substance reasonably satisfactory to Teltronics, to
the effect that such shares are not required by the Securities
Act to continue to bear the legend, or (ii) if such shares may be
sold pursuant to the provisions of paragraph (k) of Rule 144 (or
any similar sale) as then in effect.
(f) TRANSFER INSTRUCTIONS. It agrees that Teltronics
may provide for appropriate transfer instructions to implement
the provisions of Section 1.9 (e) hereof.
(g) ECONOMIC RISK. It understands that it must bear
the economic risk of the investment represented by the
acquisition of the shares of Teltronics Stock for an indefinite
period.
1.10 TRANSFER OF REGISTRATION RIGHTS. The registration
rights granted to the Seller under this Section 1 may be
transferred but only to the stockholders of the Seller in
connection with Seller's liquidation and dissolution. The
registration rights granted to the Lenders (or their designee(s))
under this Section 1 may not be transferred.
2. NOTICES. All notices, requests, consents and
other communications herein (except as stated in the last
sentence of this Section 2) shall be in writing and shall
be deemed to be delivered (i) on the date delivered, if
personally delivered or transmitted via facsimile with return
confirmation of such transmission; (ii) on the business day after
the date sent, if sent by recognized overnight courier service
and (iii) on the fifth day after the date sent, if mailed by
first-class certified mail, postage prepaid and return receipt
requested, as follows:
(a) If to the Seller:
0000 Xxxxx Xxxxx Liquidation Corp.
0000 Xxxxx Xxxxx
Xxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, President and
Chief Executive Officer
Facsimile: (000) 000-0000
With a copy to:
Xxxxxx Xxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to Teltronics:
0000 Xxxxxxxxx Xxxxxxxxxx Xxx
Xxxxxxxx, Xxxxxxx 00000
Attention:
Facsimile:
(c) If to the Lenders:
To those addresses set forth on Schedule 1 hereto.
3. MISCELLANEOUS.
(a) Neither this Registration Rights Agreement
nor any provision hereof may be changed, waived, discharged or
terminated orally, by course of conduct, or in
writing, except that any provision of this Registration Rights
Agreement may be amended and the observance of any such provision
may be waived (either generally or in a particular instance and
either retroactively or prospectively) with (but only with) the
written consent of the Investors and Teltronics.
(b) This Registration Rights Agreement, together
with the schedule attached hereto and the other documents
referred to herein, contains the entire agreement between the
parties with respect to the transactions contemplated hereby, and
supersedes all negotiations, agreements, representations,
warranties, commitments, whether in writing or oral, prior to the
date hereof.
(c) Except as otherwise expressly provided in
this Registration Rights Agreement, all of the terms of this
Registration Rights Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective successors
and permitted transferees of the parties hereto.
(d) This Registration Rights Agreement may be
executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, and all such
counterparts together shall constitute one instrument.
(e) This Registration Rights Agreement shall be
governed by the internal laws of the state of Delaware, without
regard to principles of conflicts of law. In the event any
provision of this Registration Rights Agreement or the
application of any such provision to any party shall be held by a
court of competent jurisdiction to be contrary to law, the
remaining provisions of this agreement shall remain in full force
and effect.
(f) If either of Teltronics or any one or more of
the Investors shall default in any of its obligations under this
Registration Rights Agreement, Teltronics or the Investors, as
the case may be, may proceed to protect and enforce their
respective rights by suit in equity or action at law, whether for
specific performance of any term contained herein or for an
injunction against the breach of any term of this Registration
Rights Agreement, or to enforce any other legal or equitable
right of the Investors or to take any one or more of such
actions. In any such action or suit, the prevailing party in
such dispute shall be entitled to recover from the losing party
all fees, costs and expenses of enforcing any right of such
prevailing party under or with respect to this Registration
Rights Agreement, including without limitation such reasonable
fees and expenses of attorneys, which shall include without
limitation all fees, costs and expenses of appeals.
(g) No remedy referred to herein is intended to
be exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to
Teltronics or the Investors, as the case may be, at law or in
equity. No express or implied waiver by Teltronics or the
Investors of any default shall be a waiver of any future or
subsequent default. The failure or delay of Teltronics or the
Investors in exercising any rights granted them hereunder shall
not constitute a waiver of any such right and any single or
partial exercise of any particular right by Teltronics or the
Investors shall not exhaust the same or constitute a waiver of
any other right provided herein.
(h) The descriptive headings of the Sections
hereof and the Schedule hereto are inserted for convenience only
and do not constitute a part of this Registration Rights
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed
this Registration Rights Agreement by their duly authorized
officers as of the date first above written.
SHARED RESOURCE EXCHANGE, INC.
By: Xxxxxx X. Xxxxxxxx
Title: President & CEO
TELTRONICS, INC.
By: Xxxx X. Xxxxxxx
Title: President & CEO
XXXXX XXXXX FUND III L.P.
By:
Title:
XXXXXXX XXXXXXX XXXXXXXX & XXXXX III
By:
Title:
GIBRALTAR TRUST
By: Xxxxxxx X. Xxxxx
Title: Trustee
INTERWEST PARTNERS V
By: Xxxxxx Xxxxxx
Title:
INTERWEST INVESTORS V
By: Xxxxxx Xxxxxx
Title:
SCHEDULE 1
Lenders
Xxxxx Xxxxx Fund III L.P.
(f/k/a SRB Partners Fund, L.P.)
c/o Xxxxx Xxxxx Management Co.
Two Galleria Tower, Suite 1670
00000 Xxxx Xxxx, XX-0
Xxxxxx, XX 00000
Attention: Xxx X. Xxxxxxx
Facsimile: (000) 000-0000
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx III
0000 Xxxxxxxx Xxxx
Xxxxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
Gibraltar Trust
c/o Rho Management Company
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxx
Facsimile: (000) 000-0000
InterWest Partners V
0000 Xxxxxxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx
Facsimile:
InterWest Investors V
0000 Xxxxxxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxx
Facsimile:
