STOCKHOLDERS AGREEMENT
EXHIBIT 2
Dated as of April 15, 2008
By and Among
BOSTON SCIENTIFIC SCIMED, INC.,
PADRES ACQUISITION CORP.
and
THE STOCKHOLDERS OF CRYOCOR, INC.
NAMED HEREIN
STOCKHOLDERS AGREEMENT dated as of
April 15, 2008 (this “Agreement”), among
(i) Boston Scientific Scimed, Inc., a Minnesota corporation (“Parent”),
(ii) Padres Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent (“Purchaser”), and
(iii) each of the parties identified on Schedule A hereto (each, a
“Stockholder”
and, collectively, the “Stockholders”), as
stockholders of CryoCor, Inc., a Delaware corporation (the “Company”).
WHEREAS, Parent, Purchaser and the
Company are entering into an Agreement and Plan of Merger dated as of the date
hereof (as amended from time to time, the “Merger Agreement”;
capitalized terms used but not defined in this Agreement have the meanings
attributed to such terms in the Merger Agreement), pursuant to which
(i) Purchaser agrees to commence a cash tender offer (as such tender offer
shall be conducted in accordance with the Merger Agreement, including any
amendments thereto, or extensions of the expiration date thereof, made in
accordance with the terms of the Merger Agreement, the “Offer”) to acquire
all of the issued and outstanding shares of common stock, par value $0.001 per
share, of the Company (“Common Stock”), for $1.35
per share of Common Stock (such amount, or any greater amount per share of
Common Stock paid pursuant to the Offer, and as such amount may be adjusted in
accordance with the Merger Agreement, being the “Purchase Price”), and
(ii) following consummation of the Offer, Purchaser shall merge with and
into the Company (the “Merger”);
WHEREAS, each Stockholder is the
record owner of the number of shares of Common Stock (together with any shares
of Common Stock acquired by such Stockholder after the date hereof, such
Stockholder’s “Shares”) and options
to purchase Common Stock (together with any options to purchase Common Stock
acquired by such Stockholder after the date hereof, the “Stock Options” and,
together with the Shares, the “Securities”) set
forth on Schedule A hereto opposite
such Stockholder’s name;
WHEREAS, as a condition to entering
into the Merger Agreement and incurring the obligations set forth therein,
including with respect to the Offer, Parent and Purchaser have required that the
Stockholders agree to enter into this Agreement; and
WHEREAS, the Stockholders wish to
induce Parent and Purchaser to enter into the Merger Agreement and, therefore,
the Stockholders are willing to enter into this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained herein, and
intending to be legally bound hereby, the parties hereto agree as follows:
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ARTICLE I
TENDER OF SHARES
SECTION 1.01. Tender of Shares.
Each Stockholder agrees to tender, pursuant to and in accordance with the terms
of the Offer, and not withdraw (except following the termination or expiration
of the Offer in accordance with the Merger Agreement without Purchaser
purchasing all Shares tendered (and not validly withdrawn) pursuant to the Offer
in accordance with its terms), all such Stockholder’s Shares as set forth on
Schedule A, together with any
Shares subsequently acquired by such Stockholder after the date hereof and prior
to the Acceptance Time. Such Stockholder acknowledges and agrees that
Purchaser’s obligation to accept for payment the shares of Common Stock in the
Offer, including any Shares tendered by the Stockholders, is subject to the
terms and conditions of the Offer.
ARTICLE II
VOTING AGREEMENT
SECTION 2.01. Voting Agreement.
Each Stockholder hereby agrees that, from and after the date hereof and until
the earlier to occur of the Acceptance Time and the termination of this
Agreement, at any meeting of the stockholders of the Company, however called,
and in any action by consent or otherwise of the stockholders of the Company,
such Stockholder shall vote (or cause to be voted) such Stockholder’s Shares
(i) in favor of the adoption of the Merger Agreement and the approval of
the Merger; (ii) against any action, proposal, agreement or transaction
that would result in a breach of any covenant, obligation, agreement,
representation or warranty of the Company under the Merger Agreement or of such
Stockholder contained in this Agreement; and (iii) against any action,
agreement, transaction (other than the Merger Agreement or the transactions
contemplated thereby) or proposal (including any Acquisition Proposal) that
would be reasonably expected to result in any of the conditions to the Company’s
obligations under the Merger Agreement or to the Offer not being fulfilled or
that would reasonably be expected to impede, interfere, delay, or prevent the
consummation of the Transactions. Any vote by such Stockholder that is not in
accordance with this Section 2.01 shall be considered null and void, and
the provisions of Section 2.02 shall be deemed to take immediate effect.
SECTION 2.02. Irrevocable Proxy.
Each Stockholder hereby constitutes and appoints Parent and each of its
officers, effective as of the time specified in the last sentence of
Section 2.01 until the termination of this Agreement in accordance with
Section 6.01 (at which point such constitution and appointment shall
automatically be revoked) as such Stockholder’s attorney, agent and proxy (such
constitution and appointment, the “Irrevocable Proxy”), with full
power of substitution, to vote and otherwise act with respect to the
Stockholder’s Shares at any meeting of stockholders of the Company (whether
annual or special and whether or not an adjourned or postponed meeting), on the
matters and in the manner specified in Section 2.01 (but not on any other
matters). THIS PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN
INTEREST AND, TO THE EXTENT PERMITTED
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UNDER APPLICABLE LAW, SHALL BE VALID
AND BINDING ON ANY PERSON TO WHOM A STOCKHOLDER MAY TRANSFER ANY OF HIS OR HER
SHARES IN BREACH OF THIS AGREEMENT. Each Stockholder hereby revokes all other
proxies and powers of attorney with respect to such Stockholder’s Shares that
may have heretofore been appointed or granted with respect to any matters
covered by Section 2.01, and no subsequent proxy or power of attorney shall
be given (and if given, shall not be effective) by any Stockholder with respect
thereto. All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of any Stockholder and any obligation of the Stockholder
under this Agreement shall be binding upon the heirs, personal representatives,
successors and assigns of such Stockholder.
SECTION 2.03. Conflicts. Without
limiting the obligations of any Stockholder hereunder in such Stockholder’s
capacity as a holder of Shares, in the case of any Stockholder who is an officer
or director of the Company, no provision of this Agreement shall prevent or
interfere with such Stockholder’s performance of his obligations, if any, solely
in his capacity as an officer or director of the Company, including, without
limitation, the fulfillment of his fiduciary duties and no performance of such
obligations shall be deemed to constitute a breach of or a default under any
provision of this Agreement.
ARTICLE III
REPRESENTATIONS AND
WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents
and warrants individually, solely with respect to such Stockholder and such
Stockholder’s Shares, and not severally or jointly, to Parent and to Purchaser
as follows:
SECTION 3.01. Organization, Authority and
Qualification of the Stockholders. Such Stockholder has all legal
capacity and right to enter into this Agreement, to carry out such Stockholder’s
obligations hereunder and to consummate the transactions contemplated hereby,
including the tender of such Stockholder’s Shares pursuant to the Offer. The
execution and delivery of this Agreement by such Stockholder, the performance by
such Stockholder of its obligations hereunder and the consummation by such
Stockholder of the transactions contemplated hereby, including the tender of
such Stockholder’s Shares pursuant to the Offer, have been duly authorized by
all requisite action on the part of such Stockholder. This Agreement has been
duly and validly executed and delivered by such Stockholder and (assuming due
authorization, execution and delivery by Parent and Purchaser) this Agreement
constitutes a legal, valid and binding obligation of such Stockholder
enforceable against such Stockholder in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditor rights
and for general equitable and public policy principles.
SECTION 3.02. No Conflict; Required
Filings and Consents. (a) The execution and delivery of this
Agreement by such Stockholder do not, and the performance of this Agreement by
such Stockholder shall not, (i) assuming satisfaction of the requirements
set forth in Section 3.02(b) below, conflict with or violate any Law applicable
to such Stockholder or the Shares held by
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such Stockholder or (ii) result
in any breach of, or constitute a default (or event that with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a Lien on any Shares pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise, trust or
other instrument or obligation, except as would not adversely affect or
materially delay the ability of such Stockholder to carry out its obligations
under, and to consummate the transactions contemplated by, this Agreement.
(b) The execution and delivery of
this Agreement by such Stockholder do not, and the performance of this Agreement
by such Stockholder shall not, require any consent, approval, authorization or
permit of, or filing with, or notification to, any Governmental Authority,
except (i) for applicable requirements, if any, of the Exchange Act, Blue
Sky Laws, and state takeover laws, or (ii) for those required to be made
with self-regulatory organizations and Governmental Authorities regulating
brokers, dealers, investment advisors, investment companies, banks, trust
companies and insurance companies.
SECTION 3.03. Ownership of
Securities. As of the date hereof, such Stockholder is the record owner
of, and has good title to, the number of Securities set forth opposite such
Stockholder’s name on Schedule A hereto. Except as
set forth on Schedule A, such Securities
are all the securities of the Company owned, either of record or beneficially,
by such Stockholder as of the date hereof and such Stockholder does not have any
option or other right to acquire any other securities of the Company. Except as
set forth on Schedule A, the Securities
owned by such Stockholder are owned free and clear of all Liens, other than any
Liens created by this Agreement. Such Stockholder has not appointed or granted
any proxy, which appointment or grant is still effective, on the matters
specified in Section 2.01 with respect to the Shares owned by such
Stockholder as of the date hereof.
ARTICLE IV
REPRESENTATIONS AND
WARRANTIES OF PARENT AND PURCHASER
As an inducement to each Stockholder
to enter into this Agreement, Parent and Purchaser hereby, jointly and
severally, represent and warrant to each Stockholder as follows:
SECTION 4.01. Organization and Authority
of Parent and Purchaser. Parent and Purchaser are both corporations, duly
incorporated and validly existing under the laws of their respective
jurisdictions of incorporation and have all necessary corporate power and
authority to enter into this Agreement, to carry out their obligations hereunder
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Parent and Purchaser, the performance by Parent
and Purchaser of their obligations hereunder and the consummation by Parent and
Purchaser of the transactions contemplated hereby have been duly authorized by
all requisite action on the part of Parent and Purchaser. This Agreement has
been duly executed and delivered by Parent and Purchaser, and (assuming due
authorization, execution and delivery by the Stockholders) this Agreement
constitutes a legal, valid and binding obligation of Parent and Purchaser
enforceable against Parent and Purchaser in accordance with its terms.
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SECTION 4.02. No Conflict; Required
Filings and Consents.
(a) The execution and delivery of
this Agreement by Parent and Purchaser do not, and the performance of this
Agreement by Parent and Purchaser shall not, (i) conflict with or violate
the certificate of incorporation or by-laws of Parent or Purchaser,
(ii) assuming satisfaction of the requirements set forth in
Section 4.02(b) below, conflict with or violate any Law applicable to
Parent or Purchaser or (iii) result in any breach of, or constitute a
default (or event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a Lien on any
property or asset of Parent or Purchaser pursuant to, any note, bond, mortgage,
indenture, contract agreement, lease, license, permit, franchise, trust or other
instrument or obligation, except as would not adversely affect or materially
delay the ability of Parent or Purchaser to carry out its obligations under, and
to consummate the transactions contemplated by, this Agreement.
(b) The execution and delivery of
this Agreement by Parent and Purchaser do not, and the performance of this
Agreement by Parent and Purchaser shall not, require any consent, approval,
authorization or permit of, or filing with, or notification to, any Governmental
Authority, except (i) for those required to be made with self-regulatory
organizations and Governmental Authorities regulating brokers, dealers,
investment advisors, investment companies, banks, trust companies and insurance
companies and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
adversely affect or materially delay the ability of Parent or Purchaser to carry
out their obligations under, and to consummate the transactions contemplated by,
this Agreement.
SECTION 4.03. No Distribution.
Purchaser is not acquiring the Stockholder’s Securities with a view to, or for
offer or sale in connection with, any distribution thereof.
ARTICLE V
COVENANTS OF THE
STOCKHOLDERS
SECTION 5.01. No Disposition or
Encumbrance of Securities. Each Stockholder hereby agrees that, except as
contemplated by this Agreement, such Stockholder shall not (i) sell,
transfer, tender (except into the Offer), pledge, assign, contribute to the
capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy
or power of attorney with respect to (other than the Irrevocable Proxy), deposit
into any voting trust, enter into any voting agreement, or create or permit to
exist any Liens of any nature whatsoever with respect to, any of such
Stockholder’s Securities (or agree or consent to, or offer to do, any of the
foregoing), or (ii) take any action that would make have the effect of
preventing or disabling such Stockholder from performing such Stockholder’s
obligations hereunder. Notwithstanding the foregoing, nothing in this Agreement
shall prohibit a transfer of Securities by a Stockholder (a) if
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Stockholder is an individual
(1) to any member of Stockholder’s immediate family, or to a trust for the
benefit of Stockholder or any member of Stockholder’s immediate family, or
(2) upon the death of Stockholder, or (b) if Stockholder is a
partnership or limited liability company, to one or more partners or members of
Stockholder or to an affiliated corporation under common control with
Stockholder; provided,
however, that a transfer referred to in this sentence shall be permitted
only if, as a precondition to such transfer, the transferee agrees in a writing,
reasonably satisfactory in form and substance to Parent, to be bound by all of
the terms of this Agreement.
SECTION 5.02. No Solicitation of
Transactions. Except to the limited extent that members of the Board of
Directors of the Company are permitted to take certain actions under
Section 7.05(c) of the Merger Agreement in such capacity and without
limiting and subject to Section 2.03, each Stockholder agrees that between
the date of this Agreement and the date of termination of the Merger Agreement,
such Stockholder shall not, directly or indirectly, take any action that the
Company would be prohibited from taking pursuant to Section 7.05(a) of the
Merger Agreement, or assist, knowingly facilitate or cause the Company to take
any action that the Company is prohibited from taking pursuant to such
Section 7.05(a).
SECTION 5.03. Further Action; Commercially
Reasonable Efforts. Upon the terms and subject to the conditions hereof,
Parent, Purchaser and each Stockholder shall use their commercially reasonable
efforts to take, or cause to be taken, all appropriate action, and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective this transactions
contemplated by this Agreement.
SECTION 5.04. Disclosure. Each
Stockholder agrees to permit Parent and Purchaser to publish and disclose in the
Offer Documents and the Proxy Statement and related filings under the securities
laws such Stockholder’s identity and ownership of Securities and the nature of
his or her commitments, arrangements and understandings under this Agreement.
SECTION 5.05. Agreement Not to Exercise
Appraisal Rights. Each Stockholder agrees not to exercise any rights
(including, without limitation, under the Delaware General Corporation Law) to
demand appraisal of any Common Stock, or similar rights, that may arise, if at
all, with respect to the Merger.
ARTICLE VI
TERMINATION
SECTION 6.01. Termination. This
Agreement and all rights and obligations of the parties hereunder, including the
Irrevocable Proxy, shall terminate, and no party shall have any rights or
obligations hereunder and this Agreement shall become null and void and have no
further effect upon the earliest of (i) the Effective Time, (ii) the
termination of the Merger Agreement in accordance with the provisions thereof
prior to the Effective Time, and (iii) the date upon which Purchaser shall
have purchased and paid for all of the Shares in accordance with the terms of
the Offer. Nothing in this Section 6.01 shall relieve any party of
liability for any willful breach of this Agreement prior to such termination.
Parent and Purchaser acknowledge that, in the event of termination of the Merger
Agreement prior to the acceptance for payment of any Shares tendered in the
Offer, the Stockholders shall no longer have the obligation to tender, and may
withdraw, their Shares.
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ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Notices. All notices,
requests, claims, demands and other communications hereunder shall be in writing
and shall be given (and shall be deemed to have been duly given upon delivery)
by delivery in person, by telecopy or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 7.01):
if to any of the Stockholders:
c/o CryoCor, Inc.
0000 Xxxxxxx Xxxxxxx Xxxx.
Xxx Xxxxx, XX 00000
Attention: President
if to Parent or Purchaser:
c/o Boston Scientific Corporation
Xxx Xxxxxx Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: General Counsel
with a copy to:
Xxxxxxx XxXxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
SECTION 7.02. Severability. If any
term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
.. Upon such determination that any term or other provision is invalid, illegal
or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated by this Agreement be consummated as originally
contemplated to the fullest extent possible.
SECTION 7.03. Entire Agreement;
Assignment. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior
agreements and undertakings, both written and oral, among the parties, or any of
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them, with respect to the subject
matter hereof. This Agreement shall not be assigned (whether pursuant to a
merger, by operation of law or otherwise) without the express written consent of
Parent and Purchaser, on the one hand, or the applicable Stockholder, on the
other hand, as applicable, except that Parent and Purchaser may assign all or
any of their rights and obligations hereunder to any affiliate of Parent,
provided that no such assignment shall relieve the assigning party of its
obligations hereunder if such assignee does not perform such obligations.
SECTION 7.04. Parties in Interest.
This Agreement shall be binding upon and inure solely to the benefit of each
party hereto and their respective successors and assigns, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
SECTION 7.05. Specific Performance.
The parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement were not performed in accordance with the terms
hereof and that the parties shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or in equity.
SECTION 7.06. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware applicable to contracts executed in and to be performed in
that State. All actions and proceedings arising out of or relating to this
Agreement shall be heard and determined exclusively in any Delaware state or
federal court. The parties hereto hereby (a) submit to the exclusive
jurisdiction of any state or federal court sitting in Delaware for the purpose
of any Action arising out of or relating to this Agreement brought by any party
hereto, and (b) irrevocably waive, and agree not to assert by way of
motion, defense, or otherwise, in any such Action, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or
that this Agreement may not be enforced in or by any of the above-named courts.
SECTION 7.07. Waiver of Jury Trial.
Each of the parties hereto hereby waives to the fullest extent permitted by
applicable law any right it may have to a trial by jury with respect to any
litigation directly or indirectly arising out of, under or in connection with
this Agreement. Each of the parties hereto (a) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce that foregoing waiver and (b) acknowledges that it and the other
hereto have been induced to enter into this Agreement by, among other things,
the mutual waivers and certifications in this Section 7.07.
SECTION 7.08. Headings. The
descriptive headings contained in this Agreement are included for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.
SECTION 7.09. Counterparts. This
Agreement may be executed and delivered (including by facsimile transmission) in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
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SECTION 7.10. Amendment. This
Agreement may not be amended except by an instrument in writing signed by all
the parties hereto.
SECTION 7.11. Waiver. Any party to
this Agreement may (i) extend the time for the performance of any
obligation or other act of any other party hereto, (ii) waive any
inaccuracy in the representations and warranties of any other party contained
herein or in any document delivered pursuant hereto and (iii) waive
compliance with any agreement of any other party or any condition to its own
obligations contained herein. Any such extension or waiver shall be valid if set
forth in an instrument in writing duly executed by the party or parties to be
bound thereby. Any such extension or waiver or shall not be applicable or have
any effect except in the specific instance in which it is given. No failure on
the part of any party to exercise any power, right, privilege or remedy under
this Agreement, and no delay on the part of any party in exercising any power,
right, privilege or remedy under this Agreement, shall operate as a waiver of
such power, right, privilege or remedy; and no single or partial exercise of any
such power, right, privilege or remedy shall preclude any other or further
exercise thereof or of any other power, right, privilege or remedy.
SECTION 7.12. Expenses. All costs
and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses, whether
or not any of the other transactions contemplated by this Agreement shall have
occurred, provided that the
fees and expenses of Xxxxxx Godward Kronish LLP incurred by the Company on
behalf of the Stockholders associated with the negotiation and preparation of
this Agreement shall be borne by the Company and shall constitute Company
Expenses under the Merger Agreement.
SECTION 7.13. Adjustments.
(a) In the event of (i) any
increase or decrease or other change in the Securities by reason of stock
dividend, stock split, recapitalizations, combinations, exchanges of shares or
the like or (ii) a Stockholder becomes the beneficial owner of any
additional Securities or other securities of the Company, then the terms of this
Agreement, including the term “Shares” as defined
herein, shall apply to the shares of capital stock and other securities of the
Company held by such Stockholder immediately following the effectiveness of the
events described in clause (i), or such Stockholder becoming the beneficial
owner thereof pursuant to clause (ii).
(b) Each Stockholder hereby agrees
to promptly notify Parent and Purchaser of the number of any new Securities
acquired by such Stockholder, if any, after the date hereof.
SECTION 7.14. Legending of Common
Stock. If so requested by Parent, each Stockholder agrees that any
certificates representing shares of Common Stock held by such Stockholder shall
bear a legend stating that it is subject to this Agreement and the voting
agreement and proxy set forth herein.
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SECTION 7.15. Further Assurances.
Each Stockholder, Parent and Purchaser shall execute and deliver all such
further documents and instruments and take all such further action as may be
necessary in order to consummate the transactions contemplated hereby.
SECTION 7.16. Construction.
(a) For purposes of this Agreement,
whenever the context requires: the singular number shall include the plural, and
vice versa; the masculine gender shall include the feminine and neuter genders;
the feminine gender shall include the masculine and neuter genders; and the
neuter gender shall include masculine and feminine genders.
(b) As used in this Agreement, the
words “include” and “including,” and variations thereof, shall not be deemed to
be terms of limitation, but rather shall be deemed to be followed by the words
“without limitation.”
(c) Except as otherwise indicated,
all references in this Agreement to “Schedules” are intended to refer to
Schedules to this Agreement.
[Remainder of Page Intentionally Left
Blank]
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IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the date first above written.
| BOSTON SCIENTIFIC SCIMED, INC. | ||
| By: |
/s/ Xxxxxxxx X.
Xxxxx
|
|
| Name: | Xxxxxxxx X. Xxxxx | |
| Title: | Assistant Secretary | |
| PADRES ACQUISITION CORP. | ||
| By: |
/s/ Xxxxxxxx X.
Xxxxx
|
|
| Name: | Xxxxxxxx X. Xxxxx | |
| Title: | Assistant Secretary | |
[Signature Page to Stockholders
Agreement]
| STOCKHOLDER: |
|
/s/ Xxxxxx X.
Xxxxxxx
|
| Xxxxxx X. Xxxxxxx |
[Signature Page to Stockholders
Agreement]
| STOCKHOLDER: |
|
/s/ Xxxxxxx X.
Xxxxxxxx
|
| Xxxxxxx X. Xxxxxxxx |
[Signature Page to Stockholders
Agreement]
| STOCKHOLDER: |
|
/s/ Xxxx X.
Xxxxxxx
|
| Xxxx X. Xxxxxxx |
[Signature Page to Stockholders
Agreement]
| STOCKHOLDER: |
|
/s/ Xxxx X.
Xxxxxxxxxxxxxx
|
| Xxxx X. Xxxxxxxxxxxxxx |
[Signature Page to Stockholders
Agreement]
| MPM BIOVENTURES II, L.P. | ||
| By: | MPM Asset Management II, L.P., its General Partner | |
| By: | MPM Asset Management II LLC, its General Partner | |
| By: |
/s/ Xxxx X.
Xxxxxxx
|
|
| Name: | Xxxx X. Xxxxxxx | |
| Title: | ||
| MPM BIOVENTURES II-QP, L.P. | ||
| By: | MPM Asset Management II, L.P., its General Partner | |
| By: | MPM Asset Management II LLC, its General Partner | |
| By: |
/s/ Xxxx X.
Xxxxxxx
|
|
| Name: | Xxxx X. Xxxxxxx | |
| Title: | ||
|
MPM BIOVENTURES GMBH &
CO.
PARALLEL-BETEILIGUNGS
KG
|
||
| By: | MPM Asset Management II, L.P., in its capacity as the Special Limited Partner | |
| By: | MPM Asset Management II LLC, its General Partner | |
| By: |
/s/ Xxxx X.
Xxxxxxx
|
|
| Name: | Xxxx X. Xxxxxxx | |
| Title: | ||
|
MPM ASSET MANAGEMENT
INVESTORS
2000 B LLC
|
||
| By: |
/s/ Xxxx X.
Xxxxxxx
|
|
| Name: | Xxxx X. Xxxxxxx | |
| Title: | ||
[Signature Page to Stockholders
Agreement]
|
XXXXXXX XXXXX CAPITAL PARTNERS
VII
QP, L.P.
|
||
| By: | Xxxxxxx Xxxxx Capital Management VII, L.P., its General Partner | |
| By: | Xxxxxxx Xxxxx Capital Management VII, L.L.C., its General Partner | |
| By: |
/s/ Xxxx X.
Xxxxxxxxxxxxxx
|
|
| Name: |
Xxxx X.
Xxxxxxxxxxxxxx
Managing Director
|
|
| XXXXXXX XXXXX CAPITAL PARTNERS VII, L.P. | ||
| By: | Xxxxxxx Xxxxx Capital Management VII, L.P., its General Partner | |
| By: | Xxxxxxx Xxxxx Capital Management VII, L.L.C., its General Partner | |
| By: |
/s/ Xxxx X.
Xxxxxxxxxxxxxx
|
|
| Name: |
Xxxx X.
Xxxxxxxxxxxxxx
Managing Director
|
|
[Signature Page to Stockholders
Agreement]
Schedule A
|
Name
|
Common Stock |
Stock Options |
||
|
Xxxxxx X. Xxxxxxx
|
478,408 | 592,902 | ||
|
Xxxxxxx X.
Xxxxxxxx
|
196,037 | 164,082 | ||
|
Xxxx X. Xxxxxxx
|
— | 12,902 | ||
|
Xxxx X.
Xxxxxxxxxxxxxx
|
— | — | ||
|
MPM Asset Management Investors
2000 B LLC
|
46,930 | — | ||
|
MPM BioVentures
GmbH & Co. Parallel-Beteiligungs KG
|
717,656 | — | ||
|
MPM BioVentures II,
L.P.
|
224,984 | — | ||
|
MPM BioVentures II-QP,
L.P.
|
2,038,512 | — | ||
|
Xxxxxxx Xxxxx Capital Partners
VII, QP L.P.
|
1,872,801 | 12,902 | ||
|
Xxxxxxx Xxxxx Capital Partners
VII, L.P.
|
72,160 | — | ||
|
Total
|
5,647,488 | 782,788 | ||
