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MEDICAL DEVICE ALLIANCE INC.
EXHIBIT 10.26
REGISTRATION
RIGHTS
AGREEMENT
BETWEEN
MEDICAL DEVICE ALLIANCE INC.
AND
HOLDERS IDENTIFIED ON SCHEDULE 1
2
EXECUTION ORIGINAL
MEDICAL DEVICE ALLIANCE, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into as of July 31, 1998, by and between MEDICAL DEVICE ALLIANCE, INC.,
a Nevada corporation (the "COMPANY"), and the HOLDERS IDENTIFIED ON SCHEDULE 1
HERETO (each individually a "HOLDER" and, collectively, the "HOLDERS").
The parties hereby agree as follows:
SECTION 1. DEFINITIONS. The following terms shall have the meanings
indicated (all terms not otherwise defined herein shall have the meaning
ascribed to such terms in that certain Agreement and Plan of Merger between the
Company, PX Acquisition Corp. and Parallax Medical, Inc. of even date herewith
(the "Merger Agreement"):
"COMMISSION" means the Securities and Exchange Commission, or
any other federal agency then administering the Securities Act.
"COMMON STOCK" means the common stock, $.001 par value, of the
Company.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect from
time to time.
"HOLDER or HOLDERS" means and includes each of the individuals
or organizations identified on Schedule 1 hereto and their successors,
assigns, and transferees, but excludes any other holder of shares of
Common Stock of the Company.
"LOSSES" means all losses, claims, damages or liabilities.
"REGISTRABLE SECURITIES" means all shares of Common Stock issued
to the Holders pursuant to the Merger Agreement, but excludes all other
shares of the Common Stock or other securities of the Company.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to
time.
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SECTION 2. DEMAND REGISTRATION.
(a) At any time from and after the earlier of (i) three (3) years after
the Closing Date or (ii) one hundred eighty (180) days after an initial public
offering by the Company of its Common Stock, upon the written demand of the
Holders of a majority of the Registrable Securities, the Company shall prepare
and file a registration statement under the Securities Act covering an offering
of such number of Registrable Securities as shall have been requested by such
Holders in such demand (the "REGISTRATION STATEMENT"), and shall use reasonable
efforts to cause such Registration Statement to become effective, all in
accordance with the provisions of this Agreement. The Company shall only be
required to cause one Registration Statement to become effective under this
Section 2(a).
(b) Whenever the Company shall have received a demand pursuant to
Section 2(a) to effect the registration of any Registrable Securities, the
Company shall promptly give written notice of such proposed registration to all
other Holders. Any such Holder may, within 30 days after receipt of such notice,
request in writing that all of such Holder's Registrable Securities, or any
portion thereof designated by such Holder, be included in the offering.
(c) The Company shall proceed as expeditiously as possible after receipt
of a demand pursuant to Section 2(a) to file a Registration Statement, and in
any event shall file such Registration Statement within 60 days after the giving
of such written demand. The Company shall use its best efforts to effect, within
120 days after the giving of such written demand the registration of an offering
under the Securities Act. Such offering shall include:
(i) the Registrable Securities specified in the demand given
pursuant to Section 2(a); and
(ii) all other Registrable Securities that the Holders thereof
have requested be included in the offering pursuant to Section 2(b);
all to the extent required to permit the Holders to dispose of such Registrable
Securities in compliance with applicable law. Unless otherwise recommended by
the managing underwriter, if any, to facilitate such offering, the Company shall
have the right to include in such offering authorized but unissued shares of its
Common Stock, shares of its Common Stock held in its treasury and other
outstanding securities of the Company, provided, however, that the Company's
participation in the offering shall not reduce the number of shares the Holders
may include in the offering. The Company shall select the representative, if
any, of the underwriters to be engaged in connection with any such registration.
SECTION 3. PIGGYBACK REGISTRATION. If at any time, and each time that,
the Company proposes to register any offering of shares of its capital stock
under the Securities Act, and if such registration is to be on a form of the
Commission that may include, or is at any time amended or changed to such a form
that may include, the Registrable Securities, the Company will at any such
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time give written notice to all Holders of Registrable Securities of its
intention so to do at least 30 days prior to the filing of such registration
statement.
(a) The Company's notice shall afford the Holders of Registrable
Securities an opportunity to elect to include in such filing all or any part of
the Registrable Securities owned by them. Each Holder shall have 15 days after
receipt of the Company's notice to notify the Company in writing of the number
of Registrable Securities which such Holder elects to include in the offering
(the "ELECTED SHARES"). The Elected Shares shall be included in the offering to
the extent permitted by the managing underwriter of the offering.
(b) The Company shall use reasonable efforts to cause the managing
underwriter of any offering to permit the Holders of the Elected Shares to
include all such shares in such offering on the same terms and conditions as any
other securities included therein. If the managing underwriter of an offering,
in its sole discretion, determines the total amount or nature of the Elected
Shares is such as to materially and adversely affect the success of such
offering, then the amount of Elected Shares to be offered for the account of the
Holders of such shares shall be reduced pro rata among such Holders to the
extent necessary to reduce the total amount of securities to be included in such
offering to the amount recommended by the managing underwriter of the offering.
Notwithstanding the provisions of this Section 3(b), in no event shall the
managing underwriter reduce the amount of Elected Shares to be offered for the
account of the Holders to less than 30 percent of the shares offered in the
offering except in connection with the Company's initial public offering, in
which case the managing underwriter may reduce the Elected Shares by 100
percent, or unless the reduction is ratable with other holders of registration
rights and all other shares are sold by the Company.
(c) The Company agrees that any Holder entitled to include a given
number of Registrable Securities in a filing may assign or transfer such
entitlement to any other Holder.
(d) The inclusion in such filing of Registrable Securities shall be upon
the condition that the Holders thereof participate on substantially the same
terms and conditions as the Company and any other selling shareholders, provided
such terms and conditions are reasonable.
SECTION 4. PARTICIPATING SHAREHOLDERS. To include any Registrable
Securities in any registration, a Holder thereof shall:
(a) cooperate fully with the Company in preparing each such registration
and execute all such agreements as may be reasonably necessary in connection
therewith; and
(b) promptly supply the Company with all information, documents,
representations and agreements as may be reasonably necessary in connection with
such registration.
SECTION 5. REGISTRATION PROCEDURES. If and whenever the Company is
obligated by the provisions of this Agreement to effect the registration of any
offering of Registrable Securities
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under the Securities Act, as expeditiously as possible the Company will, or will
use its reasonable efforts to, as the case may be:
(a) Prepare and file with the Commission a registration statement with
respect to such Registrable Securities and cause such registration statement to
become effective; provided, however, that at least five days before filing a
registration statement or prospectus or any amendments or supplements thereto,
the Company shall furnish to the Holders of the Registrable Securities covered
by such registration statement, their counsel and the representative of the
underwriter, if any, copies of all such documents proposed to be filed, which
documents will be subject to the review of such Holders, their counsel and the
representative of the underwriter, if any, during such period; and the Company
shall consider, but shall not be obligated to make any revisions to such
documents as may be requested by the Holders, their counsel or the
representative of the underwriter, if any, other than revisions requested with
respect to information pertaining to the Registrable Securities held by the
Holders and the Elected Shares covered by such registration statement.
(b) Prepare and file with the Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective until the
earlier of the sale of all shares of Common Stock covered thereby and the
expiration of a period of 180 days after its effective date, and comply with the
provisions of the Securities Act with respect to the disposition of all shares
of Common Stock covered by such registration statement. In the event that any
shares of Common Stock included in a registration statement subject to, or
required by, this Agreement remain unsold at the end of the period during which
the Company is obligated to maintain the effectiveness of such registration
statement, the Company, if and when a further amendment or supplement would be
required to comply with Section 10 of the Securities Act, may file a
post-effective amendment to the registration statement for the purpose of
removing such shares from registered status.
(c) Furnish to Holders for whom Registrable Securities are registered or
are to be registered so many copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents, as such Holders may reasonably request.
(d) Register or qualify the securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions as
the Holders for whom Registrable Securities are registered shall request, and do
any and all other acts and things that may be reasonably necessary or advisable
to enable such Holders to consummate the disposition in such jurisdictions of
such Registrable Securities; provided, however, that the Company shall not be
obligated, by reason thereof, to qualify as a foreign corporation or file any
general consent to service of process under the laws of any such jurisdiction or
subject itself to taxation as doing business in any such jurisdiction.
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(e) In case the Company shall receive from the Holders of Registrable
Securities a written request or requests that the Company effect a registration
on Form S-3 and any related qualification or compliance with respect to all or a
part of the Registrable Securities owned by such Holder or Holders, the Company
shall: (i) promptly give written notice of the proposed registration, and any
related qualification or compliance, to all other Holders; and (ii) use best
efforts to effect, as soon as practicable, such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of such Holders'
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any Holders joining in such
request as are specified in a written request given within fifteen (15) days
after receipt of such written notice from the Company, provided, however, that
the Company shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this Section 5(e): (A) if Form S-3 is
not available for such offering by the Holders; (B) if the Holders, together
with the holders of any other securities of the Company entitled to inclusion in
such registration, propose to sell Registerable Securities and such other
securities (if any) at an aggregate price to the public (net of any
underwriters' discounts or commissions) of less than $1,000,000; or (C) if the
Company has, within the twelve (12) months period proceeding the date of such
request, already effected one registration on Form S-3 for the Holders pursuant
to this Section 5(e). Subject to the foregoing, the Company shall file a
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders. Registrations effected pursuant to this
Section 5(e) shall not be counted as requests for registration effected pursuant
to Section 2.
SECTION 6. REGISTRATION EXPENSES. The costs and expenses (other than
underwriting discounts or commissions, such other fees as state securities
officials may require that the Holders of Registerable Securities pay, and fees
and expenses of counsel to the Holders) of all registrations and qualifications
under the Securities Act, and of all other actions that the Company is required
to take or effect pursuant to this Agreement, shall be paid by the Company
(including, without limitation, all registration and filing fees, printing
expenses, costs of special audits incident to or required by any such
registration, fees and disbursements of counsel for the Company, and fees and
disbursements of one (1) special counsel to the Holders, which counsel shall be
reasonably acceptable to the Company) except that all such expenses in
connection with any amendment or supplement to the registration statement or the
prospectus used in connection therewith required to be filed more than 180 days
after the date on which such registration statement becomes effective under the
Securities Act because any Holder has not effected the disposition of
Registerable Securities covered by such registration statement shall be borne
pro rata by such Holder or Holders; provided, however, if such inability of such
Holders to sell registered stock prior to the expiration of 180 days after the
effective date of the Registration Statement is solely caused by the Company,
the Company shall pay such expenses.
SECTION 7. INDEMNIFICATION BY COMPANY. In the event of any registration
under the Securities Act of any offering of Registrable Securities, the Company
hereby agrees to indemnify and hold harmless each Holder of Registrable
Securities and each other person, if any, who controls such Holder (within the
meaning of the Securities Act) and each other person (including each
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underwriter, and each other person, if any, who controls such underwriter) who
participates in the offering of such Registrable Securities against any Losses,
joint or several, to which such Holder or controlling person or participating
person may become subject under the Securities Act or otherwise, insofar as such
Losses (or proceedings in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained, on
the effective date thereof, in any registration statement under which
Registrable Securities were registered under the Securities Act, in any
preliminary prospectus or final prospectus contained therein, or in any
amendment or supplement thereto, 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 to make the statements therein not misleading, and will
reimburse such Holder and each such controlling person or participating person
for any legal or other expenses reasonably incurred by such Holder or such
controlling person or participating person in connection with investigating or
defending any such Loss as such expenses are incurred; provided, that the
Company will not be liable in any such case to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, such final
prospectus or such amendment or supplement in reliance upon and in conformity
with written information furnished by an instrument duly executed by such Holder
or such controlling or participating person, as the case may be, specifically
for use in the preparation thereof. The Company shall also indemnify
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, their officers, directors,
agents and employees and each person who controls such persons (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
to the same extent as provided above with respect to the indemnification of the
Holders of Registrable Securities.
SECTION 8. INDEMNIFICATION BY HOLDERS. In the event of any registration
under the Securities Act of any offering of Registrable Securities, each Holder
of such Registrable Securities hereby severally agrees to indemnify and hold
harmless the Company, each other Holder and each other person, if any, who
controls the Company within the meaning of the Securities Act and each other
person (including each underwriter, and each other person, if any, who controls
such underwriter) who participates in the offering of such Registrable
Securities against any Losses, joint or several, to which the Company, such
Holder or controlling person or participating person may become subject under
the Securities Act or otherwise, insofar as such Losses (or proceedings in
respect thereof) arise out of or are based upon any untrue statement of any
material fact contained, on the effective date thereof, in any registration
statement under which an offering of such Registrable Securities was registered
under the Securities Act, in any final prospectus contained therein, or in any
amendment or supplement thereto, or arise out of or are based upon the omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Company, such
Holder and each such controlling person or participating person for any legal or
other expenses reasonably incurred by the Company, such Holder or such
controlling person or participating person in connection with investigating or
defending any such Loss or proceeding; provided, that such Holder will be liable
in any such case to the extent, and only to the extent, that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration
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statement, such preliminary or final prospectus or such amendment or supplement
in reliance upon and in conformity with written information furnished in an
instrument duly executed by such Holder specifically for use in the preparation
thereof and provided, further, that such Holder's liability shall not exceed the
net proceeds received by such Holder in connection with the sale of such
securities in the registered offering. The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution to the same
extent as provided above with respect to information so furnished in writing by
such persons specifically for inclusion in any registration statement or
prospectus.
SECTION 9. CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any action or
proceeding (including any governmental investigation or inquiry) shall be
brought or any claim shall be asserted against any person entitled to indemnity
hereunder (an "INDEMNIFIED PARTY"), such indemnified party shall promptly notify
the party from which such indemnity is sought (the "INDEMNIFYING PARTY") in
writing, and the indemnifying party shall assume and control the defense
thereof, including the employment of counsel reasonably satisfactory to the
indemnified party and the payment of all fees and expenses incurred in
connection with the defense thereof. Any such fees and expenses borne by the
indemnified party (including any fees and expenses incurred in connection with
investigating or preparing to defend such action or proceeding) shall be paid to
the indemnified party, as incurred, within 15 days of written notice thereof to
the indemnifying party (regardless of whether it is ultimately determined that
an indemnified party is not entitled to indemnification hereunder; provided the
indemnified person shall reimburse such fees and expenses if it is finally
determined that such indemnified person is not entitled to indemnity hereunder).
Any such indemnified party shall have the right to employ separate counsel in
any such action, claim or proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be the expenses of such
indemnified party unless (a) the indemnifying party has agreed to pay such fees
and expenses or (b) the indemnifying party shall have failed to assume promptly
the defense of such action, claim or proceeding or (c) the named parties to any
such action, claim or proceeding (including any impleaded parties) include both
such indemnified party and the indemnifying party, and such indemnified party
shall have been advised by counsel that there may be one or more legal defenses
available to it which are different from or in addition to those available to
the indemnifying party and that the assertion of such defenses would create a
conflict of interest such that counsel employed by the indemnifying party could
not faithfully represent the indemnified party (in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such
action, claim or proceeding on behalf of such indemnified party; it being
understood, however, that the indemnifying party shall not, in connection with
any one such action, claim or proceeding or separate but substantially similar
or related actions, claims or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for all such indemnified parties, unless
in the reasonable judgment of such indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified parties
with respect to such action, claim or proceeding, in which event the
indemnifying party shall be obligated to pay the fees and expenses of such
additional
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counsel or counsels). The indemnifying party shall not be liable for any
settlement of any such action or proceeding effected without its written
consent.
SECTION 10. CONTRIBUTION. If the indemnification provided for in this
Agreement is unavailable to an indemnified party under Section 7 or 8 hereof
(other than by reason of exceptions provided in those Sections) in respect of
any Losses, then each applicable indemnifying party in lieu of indemnifying such
indemnified party shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions, statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and the
indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue statement or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in Section 10, any legal or other fees or expenses reasonably incurred by such
party in connection with any action, suit, claim, investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 10 were determined by pro rata allocation
or by any other method of allocation which does not take into account the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 10, an indemnifying party which
is a selling Holder of Registrable Securities shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Registrable Securities sold by such indemnifying party and distributed to
the public were offered to the public exceeds the amount of any damages which
such indemnifying party has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
SECTION 11. EQUITABLE RELIEF. The parties hereto agree and declare that
legal remedies may be inadequate to enforce the provisions of this Agreement and
that equitable relief, including specific performance and injunctive relief, may
be used to enforce such provisions.
SECTION 12. MISCELLANEOUS.
(a) Notices. All notices and other communications provided for in this
Agreement shall be in writing and delivered, telecopied or mailed, first class
postage prepaid, addressed:
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(i) If to the Company:
Medical Device Alliance, Inc.
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Attention: Xxxxxx X. XxXxxx, Chairman of the Board
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
and to:
Medical Device Alliance, Inc.
00 Xxxxxx'x Xxxx Xxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxx,
Chief Executive Officer
Telephone:(000) 000-0000
Telecopy: (000) 000-0000
with a copy to:
Nida & Xxxxxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
Attention: C. Xxxxxx Xxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
(ii) If to the Holders, at the addresses set forth on Schedule 1 or as
may be designated by notice to the Company.
Any such notice or communication shall be deemed to have been duly given
when delivered, telecopied or mailed as aforesaid.
(b) Successors and Assigns. This Agreement shall bind and inure to the
benefit of and be enforceable by the Company and each of the Holders, and the
Holders' respective successors and assigns. The Company may not assign its
rights under this Agreement.
(c) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Signatures may be
exchanged by telecopy, with original signatures to follow. Each of the parties
hereto agrees that it will be bound by its own telecopied signature and that it
accepts the telecopied signatures of the other parties to this Agreement. The
original signature pages shall be
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forwarded to Parent or its counsel and Parent and its counsel will provide all
of the parties hereto with a copy of the entire Agreement.
(d) Governing Law. This Agreement and (unless otherwise provided) all
amendments, supplements, waivers and consents relating hereto or thereto shall
be governed by and construed in accordance with the laws of the State of
California without reference to conflicts of law principles.
(e) Amendments. No change in or modification of this Agreement shall be
valid unless the same shall be in writing and signed by the Company and Holders
representing a majority of the Registrable Securities.
(f) Waiver. No failure or delay on the part of the parties or any of
them in exercising any right, power or privilege hereunder, nor any course of
dealing between the parties or any of them shall operate as a waiver of any such
right, power or privilege nor shall any single or partial exercise of any such
right, power or privilege preclude the simultaneous or later exercise of any
other right, power or privilege. The rights and remedies herein expressly
provided are cumulative and are not exclusive of any rights or remedies which
the parties or any of them would otherwise have. No notice to or demand on the
Company in any case shall entitle the Company to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
the other parties or any of them to take any other or further action in any
circumstances without notice or demand.
(g) Severability. In the event that any part of this Agreement shall be
held to be invalid or unenforceable, the remaining parts hereof shall
nevertheless continue to be valid and enforceable as though the invalid portions
were not a part hereof.
(h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) Attorney's Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the successful party shall be entitled to recover reasonable
attorneys' fees in addition to its costs and expenses and any other available
remedy.
[signature page follows]
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THE COMPANY:
MEDICAL DEVICE ALLIANCE, INC.,
a Nevada corporation
By: /s/ Xxxxxx X. XxXxxx
--------------------------------------
Xxxxxx X. XxXxxx
Chairman of the Board
THE HOLDERS:
/s/ Xxxx Xxxxxxxx
-----------------------------------------
Xxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxxxx
-----------------------------------------
Xxxxx Xxxxxxxxxx
/s/ Gunderson, Dettmer, Xxxxxx, et al.,
-----------------------------------------
Gunderson, Dettmer, Stough,
Villeneuve, Franklin & Xxxxxxxxx, LLP
/s/ Xxxxxxx Xxxx
-----------------------------------------
Xxxxxxx Xxxx
/s/ Xxxx Xxxxxx
-----------------------------------------
Xxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxx
-----------------------------------------
Xxxxxx Xxxx
/s/ Xxxxxx Xxxxxx
-----------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxx
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SCHEDULE 1
HOLDERS
Xxxx Xxxxxxxx
0000 Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxxxxxxxx
00 Xxxxxx'x Xxxx Xxxx
Xxxxxx, XX 00000
Gunderson, Dettmer, Stough, Villeneuve, Franklin & Xxxxxxxxx, LLP
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Xxxxxxx Xxxx
000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Xxxx Xxxxxx, M.D.
0000 Xxxxxxx Xxx Xxxx
Xxxxxx, XX 00000
Xxxxx X. Xxxxxxx
000 Xxxx Xxxxx xxxx
Xxxxxxxxxxx, XX 00000
Xxxxxx Xxxx
000 Xxxxxxx
Xxxx Xxxx, XX 00000
Xxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Xxxxxx Xxxxxxxxx
0000 Xxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxx
00000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
