EXHIBIT 4.8
FORM OF
I-FLOW CORPORATION
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of
September 4, 2003 by and among I-Flow Corporation, a Delaware corporation (the
"COMPANY"), and the Investors (the "INVESTORS") of the Company's securities
pursuant to that certain Securities Purchase Agreement, dated as of September 2,
2003 (the "SECURITIES PURCHASE AGREEMENT"), and identified in Schedule 1
thereto.
A. The Company and the Investors are parties to the Securities
Purchase Agreement, whereby the Company will sell, and the Investors will
purchase, the Units (as defined in the Securities Purchase Agreement).
B. The Company and the Investors desire to enter into this
Agreement in order to set forth the registration obligations of the Company with
respect to the Registrable Shares purchased by the Investors under the Units.
NOW THEREFORE, in consideration of the mutual agreements, covenants and
conditions and releases contained herein, the Company and the Investors hereby
agree as follows:
1. DEFINITIONS. As used herein:
(a) "COMMON STOCK" means the Company's common stock, par value
$0.001 per share.
(b) "EFFECTIVENESS DEADLINE" means the one hundred twentieth
(120th) day following the Closing (as defined in the Securities Purchase
Agreement).
(c) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and any successor statute.
(d) "FILING DEADLINE" means the thirtieth (30th) day following the
Closing.
(e) "INVESTOR" means any person owning or having the right to
acquire Registrable Shares or any assignee thereof in accordance with Section 9
hereof.
(f) "PURCHASED SHARES" means the shares of Common Stock issued to
an Investor in connection with such Investor's purchase of Units (as defined in
the Securities Purchase Agreement) under the Securities Purchase Agreement.
(g) "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with Rule 415 of the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.
(h) "REGISTRABLE SHARES" means and includes (i) the shares of
Common Stock issued under the Securities Purchase Agreement; (ii) the shares of
Common Stock issuable upon exercise of the Warrants issued under the Securities
Purchase Agreement; and (iii) such indeterminate number of shares of Common
Stock that may be issued in connection with a stock split, stock dividend,
recapitalization or other event.
(i) "SEC" means the U.S. Securities and Exchange Commission.
(j) "SECURITIES ACT" means the Securities Act of 1933, as amended,
and any successor statute.
(k) "TRADING DAY" means any day on which the Nasdaq National
Market System (or, if the Common Stock is not then traded on the Nasdaq National
Market System, the principal national securities exchange, automated quotation
system or other trading market where the Common Stock is then listed, quoted or
traded) is open for trading.
(l) "WARRANTS" means those warrants issued by the Company to the
undersigned Investors concurrently herewith under the Securities Purchase
Agreement.
2. REGISTRATION RIGHTS.
(a) Mandatory Registration. The Company shall use its commercially
reasonable efforts to prepare and file with the SEC as soon as practicable after
the Closing (as defined in the Securities Purchase Agreement), but in no event
later than the Filing Deadline, a registration statement on Form S-3 (or, if
Form S-3 is unavailable, on such form of registration statement that is then
available) (the "REGISTRATION STATEMENT") covering the resale of all the
Registrable Shares by, and for the account of, the Investors, each as the
selling stockholder thereunder. The Registration Statement shall permit the
Investors to offer and sell, on a delayed or continuous basis pursuant to Rule
415 of the Securities Act, any or all of the Registrable Shares. The Company
shall use its commercially reasonable efforts to cause the Registration
Statement to be declared effective by the SEC as soon as practicable after the
filing thereof, but in no event later than the Effectiveness Deadline; provided,
however, that the Company shall submit a request for acceleration of
effectiveness within two (2) business days following receipt of notification by
the SEC of either no review or the completion of its review. Unless otherwise
agreed by the Company, the offer and sale of the Registrable Shares pursuant to
the Registration Statement shall not be underwritten.
(b) Effectiveness. The Company shall cause the Registration
Statement to remain effective until the earlier of (i) the second (2nd)
anniversary of the Closing, and (ii) such earlier time as all the Registrable
Shares covered by the Registration Statement have been distributed by the
Investors pursuant thereto. Thereafter, the Company will be entitled to withdraw
and terminate the Registration Statement and the Investors will have no further
right to offer or sell any of the Registrable Shares pursuant to the
Registration Statement.
(c) Suspension of Registration Statement. Notwithstanding Section
2(b), the Company may suspend the Registration Statement after effectiveness in
the event that:
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(i) there is an occurrence which causes the prospectus
included in the Registration Statement, as then in effect, to contain any untrue
statement of a material fact or to omit to state any material fact necessary to
make the statements therein not misleading in light of the circumstances then
existing; or
(ii) the Company is engaged in any activity, transaction
or any preparations or negotiations for any activity or transaction that the
Company has a bona fide business purpose to keep confidential and the Company
determines that the public disclosure requirements imposed on the Company under
the Securities Act in connection with such Registration Statement would require
the disclosure of such activity, transaction, preparations or negotiations;
provided, however, that the Company shall promptly notify the Investors of the
foregoing determination to suspend the Registration Statement (but without
necessarily specifying the basis for such determination). If the Company
suspends the Registration Statement pursuant to this Section 2(c), the Company
shall, as promptly as practicable following the termination of the circumstance
entitling the Company to do so, take such actions as may be necessary to
reinstate the effectiveness of the Registration Statement. If, as a result
thereof, the prospectus included in such Registration Statement has been amended
to comply with the requirements of the Securities Act, the Company shall deliver
to each Investor such amended prospectus.
(d) Liquidated Damages.
(i) If (A) on or prior to the Filing Date, the
Registration Statement has not been filed with the SEC or (B) on or prior to the
Effectiveness Deadline, the Registration Statement is not declared effective by
the SEC (each of clauses (A) and (B), a "Registration Default"), then Company
shall pay liquidated damages ("Liquidated Damages") to each Investor equal to
the product of (x) the number Purchased Shares then held by such Investor;
multiplied by (y) $7.50; multiplied by (z) one percent (1.0%) for each 30-day
period (and pro rated daily for any portion thereof) commencing on (x) the day
following the Filing Deadline and ending on the day that the Registration
Statement is filed with the SEC, and (y) the day following the Effectiveness
Deadline and ending on the day the Registration Statement is declared effective.
(ii) If the Company suspends the Registration Statement
pursuant to Section 2(c) for more than either (A) 30 consecutive trading days in
any 12-month period; or (B) 60 trading days, whether or not consecutive, in any
12-month period; or (C) 10 trading days, whether or not consecutive, during the
first 60-day period after the Registration Statement has been declared effective
by the SEC (each such trading day period described in clauses (A), (B) and (C),
a "Suspension Limit," and each such occurrence described in clauses (A), (B) and
(C), an "Effectiveness Failure"), then the Company shall pay Liquidated Damages
to each Investor equal to the product of (x) the number of Purchased Shares then
held by such Investor; multiplied by (y) $7.50; multiplied by (z) one percent
(1.0%) for each 30-trading day period (and pro rated daily for any portion
thereof) commencing on the trading day following the Suspension Limit and ending
on the earlier of (1) the trading day that the Company reinstates the
Registration Statement, or (2) the second anniversary of the Closing.
(iii) The Liquidated Damages set forth in this Section 2(d)
shall be the exclusive monetary remedy available to the Investors for any
Registration Default or any
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Effectiveness Failure. In no event shall the Company be required to pay any
duplicative Liquidated Damages in the event any Registration Defaults or
Effectiveness Failures are concurrent of each other.
3. CERTAIN OBLIGATIONS OF THE COMPANY. In connection with the registration
of the Registrable Shares, the Company shall:
(a) Take such action as may be necessary so that (i) the
Registration Statement, the related prospectus thereto, each amendment and
supplement thereto, and each report or other document incorporated therein by
reference complies in all material respects with the Securities Act, Exchange
Act and the respective rules and regulations thereunder; (ii) the Registration
Statement and the related prospectus thereto do not, when they become effective,
contain an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein not misleading in light of the
circumstances then existing; and (iii) the Registration Statement complies with
the provisions of the Securities Act with respect to the disposition of all the
Registrable Shares covered by such Registration Statement;
(b) Prepare and file with the SEC such amendments and supplements
to any Registration Statement and the related prospectus as may be necessary to
comply with the provisions of the Securities Act with respect to the resale of
Registrable Shares;
(c) Respond as promptly as practicable to any comments received
from the SEC with respect to the Registration Statement or any amendment
thereto;
(d) Furnish to each selling Investor such copies of each
preliminary and final prospectus and any other documents that such Holder may
reasonably request to facilitate the public resale of its Registrable Shares;
(e) Use its commercially reasonable efforts to register or qualify
the Registrable Shares to be registered pursuant to this Agreement under the
applicable securities or "blue sky" laws of such jurisdictions as any selling
Investor may reasonably request; provided, however, that the Company shall not
be obligated to qualify to do business in any jurisdiction where it is not then
so qualified or to take any action that would subject it to the service of
process in suits other than those arising out of the offer or sale of the
securities covered by the registration statement in any jurisdiction where it is
not then so subject;
(f) Notify each selling Investor 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;
(g) Cause all such Registrable Shares registered pursuant
hereunder to be listed on the Nasdaq National Market System or any other
securities exchange on which similar securities issued by the Company are then
listed;
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(h) Furnish to each selling Holder, upon request, a copy of all
documents filed and all correspondence from or to the SEC in connection with any
such offering unless confidential treatment of such information has been
requested of the Securities and Exchange Commission;
(i) Use its commercially reasonable efforts to obtain the
withdrawal of any SEC order suspending the effectiveness of the Registration
Statement; and
(j) Use its commercially reasonable efforts to meet, and continue
to meet, the requirements for the use of Form S-3 to register the resale by the
Investors of the Registrable Shares.
4. CERTAIN OBLIGATIONS OF THE INVESTORS.
(a) Conditions Precedent. It is a condition precedent to the
Company's obligations under this Agreement that each selling Investor must have
promptly furnished to the Company, in writing, such information relating to such
selling Investor and the intended method of distribution as may be reasonably
requested by the Company or as required by applicable securities laws to
complete the Registration Statement and to effect the registration of the
Registrable Shares.
(b) Suspension Obligations. Upon the receipt of any notice from
the Company pursuant to Section 2(c), each selling Investor shall immediately
cease all offers and sales of Registrable Shares under the Registration
Statement until such time that the Company gives the selling Investor written
authorization to resume offers and sales under the Registration Statement. If
the prospectus included in the Registration Statement has been amended to comply
with the requirements of the Securities Act, no selling Investor may make any
offers or sales of Registrable Shares under the Registration Statement other
than by means of such amended prospectus.
5. AVAILABILITY OF INFORMATION. With a view to making available to the
Investors the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit an Investor to
resell securities of the Company to the public without registration, the Company
shall:
(a) use its commercially reasonable efforts to make and keep
public information available, as those terms are understood and defined in Rule
144;
(b) file on a timely basis with the SEC all information that the
SEC may require under either of Section 13 or Section 15(d) of the Exchange Act
and, so long as it is required to file such information, take all action that
may be required as a condition to the availability of Rule 144 under the
Securities Act (or any successor exemptive rule hereinafter in effect) with
respect to the Common Stock; and
(c) furnish to any Investor forthwith upon written request (i) a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144, (ii) a copy of the most recent annual or quarterly
report of the Company as filed with the SEC, and (iii) any other
non-confidential reports and documents that are not available to the public and
that an Investor
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may reasonably request in availing itself of any rule or regulation of the SEC
allowing an Investor to sell any such Registrable Shares without registration.
6 EXPENSES. The Company shall bear all costs and expenses of
registration, including, without limitation, printing, legal and accounting
expenses, SEC filing fees and "blue sky" fees and expenses; provided, however,
that the Company shall have no obligation to pay or otherwise bear (i) any
portion exceeding $10,000 of the reasonable fees or disbursements of counsel for
the Investors in connection with the registration of their Registrable Shares,
or (ii) any of such expenses if the payment of such expenses by the Company is
prohibited by the laws of a state in which such offering is qualified and only
to the extent so prohibited.
7. INDEMNIFICATION.
(a) Indemnification of Investors. The Company shall indemnify and
hold harmless each selling Investor and each person, if any, who controls such
selling Investor within the meaning of Section 15 of the Securities Act from and
against any and all losses, claims, damages, expenses or liabilities (or any
action in respect thereof), joint or several, to which they or any of them
become subject under the Securities Act or under any other statute or at common
law or otherwise, and, except as hereinafter provided, will reimburse each such
Investor and each such controlling person, if any, for any legal or other
expenses reasonably incurred by them or any of them, as such expenses are
incurred, in connection with investigating or defending any actions whether or
not resulting in any liability, insofar as such losses, claims, damages,
expenses, liabilities or actions arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, in any preliminary or amended preliminary prospectus or
in the prospectus (or the Registration Statement or prospectus as from time to
time amended or supplemented by the Company); (ii) arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein not
misleading; or (iii) any violation by the Company of the Securities Act, the
Exchange Act, a state securities law or any rule or regulation under the
Securities Act, the Exchange Act or any state securities law; provided, however,
that the indemnity contained in this Section 7(a) will not apply where such
untrue statement or omission was made in such registration statement,
preliminary or amended, preliminary prospectus or prospectus in reliance upon
and in conformity with information furnished in writing to the Company in
connection therewith by such selling Investor or any such controlling person
expressly for use therein. Promptly after receipt by any selling Investor or any
controlling person of notice of the commencement of any action in respect of
which indemnity may be sought against the Company, such selling Investor or
controlling person, as the case may be, will notify the Company in writing of
the commencement thereof; and, subject to the provisions hereinafter stated, the
Company shall assume the defense of such action (including the employment of
counsel, who shall be counsel reasonably satisfactory to such selling Investor
or controlling person, as the case may be), and the payment of expenses insofar
as such action shall relate to any alleged liability in respect of which
indemnity may be sought against the Company. Such selling Investor or any such
controlling person shall have the right to employ separate counsel in any such
action and to participate in the defense thereof in the event the representation
of such Investor or controlling person by counsel retained by or on the behalf
of the Company would be inappropriate due to conflicts of interest between any
such person and any other party represented by such counsel in such proceeding
or action, in which case the
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Company shall pay, as incurred, the fees and expenses of such separate counsel.
The Company shall not be liable to indemnify any person under this Section 7(a)
for any settlement of any such action effected without the Company's consent
(which consent shall not be unreasonably withheld). The Company shall not,
except with the approval of each party being indemnified under this Section 7(a)
(which approval will not be unreasonably withheld), consent to entry of any
judgment or enter into any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to the parties being so
indemnified of a release from all liability in respect to such claim or
litigation.
(b) Indemnification of the Company. Each selling Investor shall
indemnify and hold harmless the Company, each of its directors, officers and
employees, and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act from and against any and all losses, claims,
damages, expenses or liabilities (or any action in respect thereof), joint or
several, to which they or any of them may become subject under the Securities
Act or under any other statute or at common law or otherwise, and, except as
hereinafter provided, will reimburse the Company and each such director,
officer, underwriter or controlling person for any legal or other expenses
reasonably incurred by them or any of them, as such expenses are incurred, in
connection with investigating or defending any actions whether or not resulting
in any liability, insofar as such losses, claims, damages, expenses, liabilities
or actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement, in any
preliminary or amended preliminary prospectus or in the prospectus (or the
registration statement or prospectus as from time to time amended or
supplemented) or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, but only insofar as any
such statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company in connection therewith by such
selling Investor, expressly for use therein; provided, however, that such
selling Investor's obligations hereunder shall be limited to an amount equal to
the proceeds to such selling Investor of the Registrable Shares sold in such
registration. Promptly after receipt of notice of the commencement of any action
in respect of which indemnity may be sought against such selling Investor, the
Company will notify such selling Holder in writing of the commencement thereof,
and such selling Investor shall, subject to the provisions hereinafter stated,
assume the defense of such action (including the employment of counsel, who
shall be counsel satisfactory to the Company) and the payment of expenses
insofar as such action shall relate to the alleged liability in respect of which
indemnity may be sought against such selling Investor. The Company and each such
director, officer, employee or controlling person shall have the right to employ
separate counsel in any such action and to participate in the defense thereof in
the event the representation of the Company, any of its directors, officers or
employees, or controlling person by counsel retained by or on the behalf of such
selling Investor would be inappropriate due to conflicts of interest between any
such person and any other party represented by such counsel in such proceeding
or action, in which case such selling Investor shall pay, as incurred, the fees
and expenses of such separate counsel. Notwithstanding the two preceding
sentences, if the action is one in which the Company may be obligated to
indemnify any selling Investor pursuant to this Section 7, the Company shall
have the right to assume the defense of such action, subject to the right of
such selling Investor to participate therein as permitted by this Section 7.
Such selling Investor shall not be liable to indemnify any person for any
settlement of any such action effected without such selling Investor's consent
(which consent shall not be unreasonably
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withheld). Such selling Investor shall not, except with the approval of the
Company (which approval shall not be unreasonably withheld), consent to entry of
any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to the party
being so indemnified of a release from all liability in respect to such claim or
litigation.
8. CONTRIBUTION. If the indemnification provided for in Section 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. 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.
9. TRANSFER OF REGISTRATION RIGHTS. The registration rights of any
Investor under this Agreement may be transferred with the transfer of any
Registrable Securities; provided that (a) the transferee agrees in writing to be
bound by the terms of this Agreement, and (b) the Company is given written
notice prior to such transfer.
10. NO CONFLICTING RIGHTS. The Company may xxxxx xxxx passu registration
rights to the rights granted hereunder. The Company will not grant registration
rights to any person or entity that preclude the registration of Registrable
Shares in accordance with the terms of this Agreement; provided that the Company
may register the registrable shares of Silicon Valley Bank, pursuant to the
"piggyback" registration rights granted to it by the Company, with the
Registrable Shares under the Registration Statement. Until the effectiveness of
the Registration Statement, the Company will not file any other registration
statement covering any other securities of the Company, except for any
registration statement relating to (a) securities to be offered pursuant to (i)
an employee benefit plan or otherwise eligible to be registered on a Form S-8,
or (ii) a dividend or interest reinvestment plan (including such a plan that has
an open enrollment or cash investment feature); (b) securities to be issued in
the acquisition of another business, through merger, consolidation, exchange of
securities or otherwise; (c) securities to be offered primarily to existing
security holders of the Company, through a "rights offering" or otherwise; or
(d) debt securities of the Company.
11. MISCELLANEOUS.
(a) Entire Agreement. This Agreement and the Securities Purchase
Agreement constitute the entire agreement among the parties.
(b) 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
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successors and assigns of the parties (including permitted transferees). 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.
(c) Governing Law. This Agreement will be governed by and
construed under the internal laws of the State of Delaware, without regard to
any conflict of laws principles.
(d) Submission to Jurisdiction. All actions or proceedings arising
in connection with this Warrant may be tried and litigated in the state or
federal courts located in the County of New Castle, State of Delaware. Each
party hereby waives any right it may have to assert the doctrine of forum non
conveniens or similar doctrine or to object to venue with respect to any
proceeding brought in accordance with this paragraph, and stipulates that the
state and federal courts located in the County of New Castle, State of Delaware
shall have in personam jurisdiction over each of them for the purpose of
litigating any such dispute, controversy, or proceeding. Each party hereby
authorizes and accepts service of process sufficient for personal jurisdiction
in any action against it as contemplated by this Section 11(d) by registered or
certified mail, return receipt requested, postage prepaid, to its address for
the giving of notices as set forth in Section 11(f). Nothing herein shall affect
the right of any party to serve process in any other manner permitted by law.
(e) 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.
(f) Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed given upon
personal delivery or one (1) business day after being sent via a nationally
recognized overnight courier service if overnight courier service is requested
from such service or upon receipt of electronic or other confirmation of
transmission if sent via facsimile, to the parties, their successors in interest
or their assignees. Notices to the Investors shall be delivered to the
applicable addresses set forth on Schedule 1 to the Securities Purchase
Agreement; notices to the Company shall be delivered to its principal place of
business, Attention: Chief Executive Officer. Any party may change its address
for delivery of notice by written notice in accordance with this Section 11(f).
(g) Amendment. Any modification, amendment, or waiver of this
Agreement or any provision hereof, either retroactively or prospectively, shall
be in writing and executed by the Company and the holders of not less fifty
percent (50%) of the Registrable Shares which shall be binding upon all of the
parties hereto.
(h) Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
(i) Attorneys' Fees. In any action or proceeding brought to
enforce any provisions of this Warrant, or where any provisions hereof or
thereof is validly asserted as a defense, the
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prevailing party will be entitled to recover from the non-prevailing party
actual attorneys' fees and disbursements in addition to its costs and expenses
and any other available remedy.
(j) Counterparts; Facsimiles. This Agreement may be executed in
two or more counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument. Facsimile
transmission of any signed original document and/or retransmission of any signed
facsimile transmission will be deemed the same as delivery of an original. At
the request of any party, the parties will confirm facsimile transmission by
signing a duplicate original document.
[The remainder of this page has been intentionally left blank;
signature page follows.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
THE COMPANY:
I-FLOW CORPORATION,
A DELAWARE CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
THE INVESTORS:
PANDORA SELECT PARTNERS LP
By:________________________________________
Name:______________________________________
Title:_____________________________________
FARNAM STREET PARTNERS, L.P.
By:________________________________________
Name:______________________________________
Title:_____________________________________
XXXX X. XXXXXX
___________________________________________
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MAINFIELD ENTERPRISES, INC.
By:________________________________________
Name:______________________________________
Title:_____________________________________
SF CAPITAL PARTNERS LTD.
By:________________________________________
Name:______________________________________
Title:_____________________________________
DEEPHAVEN SMALL CAP GROWTH FUND, LLC
By:________________________________________
Name:______________________________________
Title:_____________________________________
XXXXXX PARTNERS LP
By:________________________________________
Name:______________________________________
Title:_____________________________________
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XXXXXX-GEPT PARTNERS LP
By:________________________________________
Name:______________________________________
Title:_____________________________________
XXXXXX-XXXXXXX PARTNERS LP
By:________________________________________
Name:______________________________________
Title:_____________________________________
PORTSIDE GROWTH AND OPPORTUNITY FUND
By:________________________________________
Name:______________________________________
Title:_____________________________________
CASTLE CREEK HEALTHCARE PARTNERS LLC
By:________________________________________
Name:______________________________________
Title:_____________________________________
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PROVIDENT PREMIER MASTER FUND LTD.
By:________________________________________
Name:______________________________________
Title:_____________________________________
OMICRON MASTER TRUST
By:________________________________________
Name:______________________________________
Title:_____________________________________
CLARION CAPITAL CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
CROWN INVESTMENT PARTNERS, LP
By:________________________________________
Name:______________________________________
Title:_____________________________________
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