Exhibit 99-2
CONFORMED COPY
STOCKHOLDER AGREEMENT dated as of January
26, 2001, (this "Agreement"), among XXXXXXX &
XXXXXXX, a New Jersey corporation ("Parent"), and the
individuals and other parties listed on Schedule A
attached hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS Parent, HP Merger Sub, Inc., a Delaware corporation and a
wholly owned subsidiary of Parent ("Sub"), and Heartport, Inc., a Delaware
corporation (the "Company"), propose to enter into an Agreement and Plan of
Merger dated as of the date hereof (as the same may be amended or supplemented,
the "Merger Agreement") providing for the merger of Sub with and into the
Company (the "Merger"), upon the terms and subject to the conditions set forth
in the Merger Agreement; and
WHEREAS each Stockholder owns the number of shares of common stock,
par value $.001 per share, of the Company, (the "Company Common Stock"), set
forth opposite his, her or its name on Schedule A attached hereto (such shares
of Company Common Stock, together with any other shares of capital stock of the
Company acquired by such Stockholder after the date hereof and during the term
of this Agreement (including through the exercise of any stock options, warrants
or similar instruments), being collectively referred to herein as the "Subject
Shares" of such Stockholder);
WHEREAS the Board of Directors of the Company has approved the terms
of this Agreement; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that each Stockholder enter into this Agreement.
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
promises and the representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, agree as follows:
1. Representations and Warranties of Each Stockholder. Each
Stockholder hereby, severally and not jointly, represents and warrants to Parent
as of the date hereof in respect of himself, herself or itself as follows:
(a) Authority, Execution and Delivery; Enforceability. The Stockholder
has all requisite power and
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authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by the Stockholder and constitutes the legal, valid and binding
obligation of the Stockholder, enforceable against the Stockholder in accordance
with its terms. Except for the expiration or termination of the waiting periods
under the HSR Act and informational filings with the SEC, the execution and
delivery by the Stockholder of this Agreement do not, and the consummation of
the transactions contemplated hereby and compliance with the terms hereof will
not, (i) conflict with, or result in any violation of, or default (with or
without notice or lapse of time or both) under, or give rise to a right of
termination, cancelation or acceleration of any obligation or to loss of a
material benefit under, or result in the creation of any Lien upon any of the
Subject Shares of the Stockholder under, any trust agreement, loan or credit
agreement, bond, note, mortgage, indenture, lease or other contract, agreement,
obligation, commitment, arrangement, understanding or instrument, (collectively,
"Contracts") to which the Stockholder is a party or by which any of the Subject
Shares of the Stockholder is bound or (ii) subject to the filings and other
matters referred to in the next sentence, any provision of any judgment, order
or decree (collectively, "Judgment") or any statute, law ordinance, rule or
regulation (collectively, Applicable Law") applicable to the Subject Shares of
the Stockholder. No consent, approval, order or authorization (collectively,
"Consent") of, action by or in respect of, or registration, declaration or
filing with, any Governmental Entity is required to be obtained or made by or
with respect to the Stockholder in connection with the execution, delivery and
performance of this Agreement or the consummation of the transactions
contemplated hereby, other than (i) compliance with and filings under the HSR
Act, if applicable to the Stockholder's receipt in the Merger of Parent Common
Stock, (ii) such reports under Sections 13(d) and 16 of the Exchange Act as may
be required in connection with this Agreement and the transactions contemplated
hereby and (iii) where the failure to obtain such Consent or action, or to make
such registration, declaration or filing, could not prevent or delay the
performance by the Stockholder of its obligations under this Agreement. If the
Stockholder is a natural person and is married, and the Stockholder's Subject
Shares constitute community property or otherwise need spousal or other approval
for this Agreement to be legal, valid and binding, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, the Stockholder's spouse, enforceable against such spouse in
accordance with its terms. No trust of which such Stockholder is a trustee
requires the consent
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of any beneficiary to the execution and delivery of this Agreement or to the
consummation of the transactions contemplated hereby.
(b) The Subject Shares. The Stockholder is the record and beneficial
owner of, or is trustee of a trust that is the record holder of, and whose
beneficiaries are the beneficial owners of, and has good and marketable title
to, the Subject Shares set forth opposite his, her or its name on Schedule A
attached hereto, free and clear of any Liens. The Stockholder does not own, of
record or beneficially, any shares of capital stock of the Company other than
the Subject Shares set forth opposite his, her or its name on Schedule A
attached hereto. The Stockholder has the sole right to vote such Subject Shares,
and, except as contemplated by this Agreement, none of such Subject Shares is
subject to any voting trust or other agreement, arrangement or restriction with
respect to the voting of such Subject Shares.
2. Representations and Warranties of Parent. Parent hereby represents
and warrants to each Stockholder that Parent has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized. The execution and
delivery by Parent of this Agreement and consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Parent. Parent has duly executed and delivered this Agreement,
and, assuming this Agreement constitutes the legal, valid and binding obligation
of each of the other parties hereto, this Agreement constitutes a valid and
binding obligation of Parent enforceable against Parent in accordance with its
terms. The execution and delivery by Parent of this Agreement do not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, or result in any violation of, or default
(with or without notice or lapse of time or both) under, or give rise to a right
of termination, cancelation or acceleration of any obligation or to loss of a
material benefit under, or result in the creation of any Lien upon any of the
properties or assets of the Stockholder under any provision of, the Certificate
of Incorporation or By-laws of Parent, or any Contract to which Parent is a
party or by which any properties or assets of Parent are bound or, subject to
the filings and other matters referred to in the next sentence, any provision of
any Judgment or Applicable Law applicable to Parent or the properties or assets
of Parent. No Consent of, action by or in respect of, or registration,
declaration or filing with, any Governmental
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Entity is required to be obtained or made by or with respect to Parent in
connection with the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby, other than such reports
under Sections 13(d) and 16 of the Exchange Act as may be required in connection
with this Agreement and the transactions contemplated hereby.
3. Covenants of each Stockholder. Each Stockholder, acting as a
stockholder of the Company and not as an officer or director of the Company,
severally and not jointly, agrees as follows:
(a) At any meeting of stockholders of the Company called to vote upon
the Merger and the Merger Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including by
written consent) with respect to the Merger and the Merger Agreement is sought,
the Stockholder shall, including by executing a written consent if requested by
Parent, vote (or cause to be voted) the Subject Shares in favor of the Merger,
the adoption by the Company of the Merger Agreement and the approval of the
terms thereof and each of the other transactions contemplated by the Merger
Agreement.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the Stockholder's
vote, consent or other approval is sought, the Stockholder shall vote (or cause
to be voted) the Subject Shares against (i) any merger agreement or merger
(other than the Merger Agreement and the Merger), consolidation, combination,
sale of substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by the Company or any other Takeover Proposal or
(ii) any amendment of the Company's Restated Certificate of Incorporation or
Amended and Restated By-laws or other proposal or transaction involving the
Company, which amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify, or result in a breach of any covenant,
representation or warranty or any other obligation of the Company under or with
respect to, the Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement or change in any manner the voting rights
of the Company Common Stock. The Stockholder shall not to commit or agree to
take any action inconsistent with the foregoing.
(c) The Stockholder shall not (i) sell, transfer, pledge, assign or
otherwise dispose of (including by gift) (collectively, "Transfer"), consent to
any Transfer of, or enter into any Contract, option or other arrangement
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(including any profit sharing arrangement) with respect to the Transfer of, any
Subject Shares (or any interest therein) to any person other than pursuant to
the terms of the Merger or (ii) enter into any voting arrangement, whether by
proxy, voting agreement or otherwise, with respect to any Subject Shares and
shall not to commit or agree to take any of the foregoing actions. The
Stockholder shall not, nor shall such Stockholder permit any entity under such
Stockholder's control to, deposit any Subject Shares in a voting trust.
(d) The Stockholder shall not, nor shall it authorize or permit any
employee or affiliate of, or any investment banker, financial advisor, attorney,
accountant or other representative of, the Stockholder to, directly or
indirectly through another person, (i) solicit, initiate or encourage (including
by way of furnishing information), or take any action to facilitate, any
inquiries or the making of any proposal that constitutes, or could reasonably be
expected to lead to, a Takeover Proposal or (ii) enter into, continue or
otherwise participate in any discussions or negotiations regarding , or furnish
to any person (other than Parent and any of its affiliates and representatives)
any information with respect to, any Takeover Proposal. Without limiting the
foregoing, it is understood that any violation of the restrictions set forth in
the preceding sentence by any employee or affiliate of, or any investment
banker, financial advisor, attorney, accountant or other representative of such
Stockholder, whether or not such Person is purporting to act on behalf of such
Stockholder, shall be deemed to be a violation of this Section 3(d) by such
Stockholder.
(e) Until the earlier of (i) the consummation of the Merger or (ii)
termination of the Merger Agreement pursuant to its terms, the Stockholder shall
use all reasonable efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, and to assist and cooperate with the other parties in
doing, all things necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the Merger and the other
transactions contemplated by the Merger Agreement. The Stockholder shall not
issue any press release or make any other public statement with respect to the
Merger Agreement, the Merger or any other transaction contemplated by the Merger
Agreement without the prior written consent of Parent, except as may be required
by Applicable Law.
(f) If, at the time the Merger Agreement is submitted for approval to
the stockholders of the Company, a
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Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the
Securities Act, such Stockholder shall deliver to Parent on or prior to the
Closing Date a written agreement substantially in the form attached as Exhibit B
to the Merger Agreement.
(g) The Stockholder, and any beneficiary of a revocable trust for
which such Stockholder serves as trustee, shall not take any action to revoke or
terminate such trust or take any other action which would restrict, limit or
frustrate in any way the transactions contemplated by this Agreement. Each such
beneficiary hereby acknowledges and agrees to be bound by the terms of this
Agreement applicable to it.
(h) The Stockholder hereby consents to and approves the actions taken
by the Board of Directors of the Company in approving the Merger Agreement and
this Agreement, the Merger and the other transactions contemplated by the Merger
Agreement. The Stockholder hereby waives, and agrees not to exercise or assert,
any appraisal or similar rights under Section 262 of the DGCL or other
applicable law in connection with the Merger.
(i) (i) In the event that the Merger Agreement shall have been
terminated under circumstances where Parent is or may become entitled to receive
the Termination Fee, each Stockholder shall pay to Parent on demand an amount
equal to all profit (determined in accordance with Section 3(i)(ii)) of such
Stockholder, solely in his capacity as a stockholder of the Company, from the
consummation of any Takeover Proposal that is consummated, or the definitive
agreement with respect to which is entered into by the Company, in either case
within 12 months after such termination.
(ii) For purposes of this Section 3(i), the profit of any Stockholder,
solely in his capacity as a stockholder of the Company, from the consummation of
any Takeover Proposal shall equal (A) the aggregate consideration received by
such Stockholder, solely in his capacity as a stockholder of the Company, as a
result of the consummation of such Takeover Proposal, valuing any non-cash
consideration (including any residual interest in the Company) at its fair
market value on the date of such consummation plus (B) the fair market value, on
the date of sale or other disposition, of all Subject Shares of such Stockholder
sold or otherwise disposed of after the termination of the Merger Agreement and
prior to the date of such consummation less (C) the product of $2.72 and the
number of Subject Shares owned by such Stockholder, which
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amount is payable to such Stockholder pursuant to the Merger Agreement, as in
effect on the date hereof (the "Original Merger Consideration").
(iii) In the event that (A) prior to the Effective Time, a Takeover
Proposal shall have been made to the Company or shall have been made directly to
the stockholders of the Company generally or shall have otherwise become
publicly known or any person shall have publicly announced an intention (whether
or not conditional) to make a Takeover Proposal and (B) the Effective Time shall
have occurred and Parent for any reason shall have increased the amount of the
Original Merger Consideration, each Stockholder shall pay to Parent on demand an
amount equal to the product of (x) the number of Subject Shares of such
Stockholder and (y) 100% of the excess, if any, of (I) the per share cash
consideration or the per share fair market value of any non-cash consideration,
as the case may be, received by the Stockholder as a result of the consummation
of the Merger, pursuant to the Merger Agreement as in effect on the date of such
consummation, determined as of the Effective Time of the Merger, over (II) the
Original Merger Consideration.
(iv) For purposes of this Section 3(i), the fair market value of
any non-cash consideration consisting of:
(A) securities listed on a national securities exchange or
traded on The Nasdaq Stock Market shall be equal to the
average closing price per share of such security as
reported on such exchange or The Nasdaq Stock Market
for the five trading days after the date of
determination; and
(B) consideration which is other than cash or securities of
the form specified in clause (i) of this Section
3(i)(iv) shall be determined by a nationally recognized
independent investment banking firm mutually agreed
upon by Parent and the Stockholder owning the largest
number of Subject Shares as set forth on Schedule A
attached hereto within 10 business days of the event
requiring the selection of such investment banking
firm; provided, however, that if such parties are
unable to agree within two business days after
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the date of such event as to the investment banking
firm, then such parties shall each select one
investment banking firm, and those firms shall select a
third investment banking firm, which third firm shall
make such determination; provided further, that the
fees and expenses of such investment banking firm shall
be borne equally by Parent, on the one hand, and the
Stockholders, on the other hand. The determination of
the investment banking firm shall be binding upon the
parties.
(v) Any payments under this Section 3(i) shall be paid to Parent
as designated by it with the same kind of consideration received by
each Stockholder in the transaction giving rise to such payment
obligation.
4. Grant of Irrevocable Proxy; Appointment of Attorney-in-Fact.
(a) Each Stockholder hereby irrevocably grants to, and appoints,
Parent and Xxxxxxx Xxxxxxx, Secretary of Parent, and Xxxxxx Xxxxxxxxx, Assistant
Secretary of Parent, in their respective capacities as officers of Parent, and
any individual who shall hereafter succeed to any such office of Parent, and
each of them individually, and any individual designated in writing by any of
them, as such Stockholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such Stockholder, to vote
such Stockholder's Subject Shares, or grant a consent or approval in respect of
such Subject Shares (i) in favor of adoption of the Merger Agreement and
approval of the Merger and any other transactions contemplated by the Merger
Agreement, (ii) against any Takeover Proposal and (iii) against any amendment of
the Company's Restated Certificate of Incorporation or Amended and Restated
By-laws, or other proposal or transaction (including any consent solicitation to
remove or elect any directors of the Company) involving the Company, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify, or result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under or with respect to, the Merger, the Merger Agreement or any of the other
transactions contemplated by the Merger Agreement or change in any manner the
voting rights of the Company Common Stock. The Stockholder understands and
acknowledges that Parent is entering into the Merger Agreement in reliance
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upon the Stockholder's execution and delivery of this Agreement.
(b) Such Stockholder represents that any proxies heretofore given in
respect of such Stockholder's Subject Shares are not irrevocable, and that all
such proxies are hereby revoked.
(c) Such Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 4 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. Such Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. Such Stockholder hereby ratifies and confirms
all that such irrevocable proxy may lawfully do or cause to be done by virtue
hereof. Such irrevocable proxy is executed and intended to be irrevocable in
accordance with the provisions of Section 212(e) of the DGCL. The irrevocable
proxy granted hereunder shall automatically terminate upon the termination of
this Agreement in accordance with Section 7.
5. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Parent may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
6. Additional Matters. (a) Each Stockholder agrees that this Agreement
and the obligations hereunder shall attach to such Stockholder's Subject Shares
and shall be binding upon any person or entity to which legal or beneficial
ownership of such Subject Shares shall pass, whether by operation of law or
otherwise, including such Stockholder's heirs, guardians, administrators or
successors, and that each certificate representing such Subject Shares will be
inscribed with a legend to such effect. In the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Company Common Stock, or the
acquisition of additional shares of Company Common Stock or other voting
securities of the Company by any Stockholder, the number of Subject Shares
listed in Schedule A beside the name of such Stockholder shall be adjusted
appropriately and this Agreement and the obligations hereunder shall attach to
any additional shares of Company Common Stock or other voting securities of the
Company issued to or acquired by such Stockholder.
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(b) Each Stockholder agrees that such Stockholder will tender to the
Company, within 10 business days after the date hereof (or, in the event Subject
Shares are acquired subsequent to the date hereof within 10 business days after
the date of such acquisition), any and all certificates representing such
Stockholder's Subject Shares in order that the Company may inscribe upon such
certificates the legend in accordance with Section 5.15 of the Merger Agreement.
(c) No person executing this Agreement who is or becomes during the
term hereof a director or officer of the Company makes any agreement or
understanding herein in his or her capacity as such a director or officer of the
Company. Each Stockholder signs solely in his, her or its capacity as the record
holder and beneficial owner of, or the trustee of a trust whose beneficiaries
are the beneficial owners of, such Stockholder's Subject Shares and nothing
herein shall limit or affect any actions taken by any Stockholder in his
capacity as an officer or director of Company to the extent specifically
permitted by the Merger Agreement.
7. Termination. This Agreement shall terminate, and the provisions
hereof shall be of no further force or effect, upon the earliest to occur of (i)
the Effective Time and (ii) the termination of the Merger Agreement pursuant to
its terms. Notwithstanding the foregoing, Section 3(i) shall survive the
consummation of the Merger or the termination of the Merger Agreement until the
earlier to occur of (a) the period of time specified in Section 3(i)(i) or (b)
with respect to any Stockholder, the date on which any amount payable by such
Stockholder to Parent pursuant to Section 3(i) shall have been paid in full.
8. General Provisions. (a) Amendments. This Agreement may not be
amended except by an instrument in writing signed by each of the parties hereto.
(b) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or sent by overnight
courier (providing proof of delivery) to Parent in accordance with Section 8.02
of the Merger Agreement and to the Stockholders at their respective addresses
set forth on Schedule A attached hereto (or at such other address for a party as
shall be specified by like notice).
(c) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The
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headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Wherever
the words "include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation".
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement. This
Agreement shall become effective against Parent when one or more counterparts
have been signed by Parent and delivered to each Stockholder. This Agreement
shall become effective against any Stockholder when one or more counterparts
have been executed by such Stockholder and delivered to Parent. Each party need
not sign the same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) is not intended to confer upon any person other than the parties hereto
any rights or remedies hereunder.
(f) Governing Law; Capitalized Terms. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law thereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Merger Agreement.
(g) Voidability. If prior to the execution hereof, the Board of
Directors of the Company shall not have duly and validly authorized and approved
by all necessary corporate action, this Agreement, the Merger Agreement and the
transactions contemplated hereby and thereby, so that by the execution and
delivery hereof Parent or Sub would become, or could reasonably be expected to
become an "interested stockholder" with whom the Company would be prevented for
any period pursuant to Section 203 of the DGCL from engaging in any "business
combination" (as such terms are defined in Section 203 of the DGCL), then this
Agreement shall be void and unenforceable until such time as such authorization
and approval shall have been duly and validly obtained.
9. Specific Enforcement. The parties agree that irreparable damage
would occur and that the parties would
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not have any adequate remedy at law in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in any
Federal court located in the State of Delaware in any state court in the State
of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity. In addition, each of the parties hereto (i)
consents to submit itself to the personal jurisdiction of any Federal court
located in the State of Delaware or of any state court located in the State of
Delaware in the event any dispute arises out of this Agreement or the
transactions contemplated by this Agreement, (ii) agrees that it will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court and (iii) agrees that it will not bring any action
relating to this Agreement or the transactions contemplated by this Agreement in
any court other than a Federal court located in the State of Delaware or a state
court located in the State of Delaware.
10. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any Stockholder, on the
one hand, without the prior written consent of Parent nor by Parent, on the
other hand, without the prior written consent of the Stockholders, except that
Parent may assign, in its sole discretion, any or all of its rights, interests
and obligations hereunder to any direct or indirect wholly owned subsidiary of
Parent. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.
11. 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 to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
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IN WITNESS WHEREOF, Parent has caused this Agreement to be signed by
its officer thereunto duly authorized and each Stockholder has signed this
Agreement, all as of the date first written above.
Xxxxxxx & Xxxxxxx,
by: /s/ Xxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President,
Finance and Chief Financial Officer
Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VI,
by: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title:
KPCB VI Founders Fund,
by: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title:
/s/ Xxxxxx Xxxxxxx
-----------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxx
-----------------------
Xxxxxx Xxxxx
/s/ Xxxx Xxxxxxx
-----------------------
Xxxx Xxxxxxx
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/s/ Xxxxxx Xxxxxxx
-----------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
-----------------------
Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
-----------------------
Xxxxx Xxxxxx
/s/ Xxxxxxxx Xxxxxx
-----------------------
Xxxxxxxx Xxxxxx
/s/ Xxxxxxxxxxx Xxxxxxx
-----------------------
Xxxxxxxxxxx Xxxxxxx
SCHEDULE A
NUMBER OF SHARES OF
COMPANY COMMON STOCK
NAME ADDRESS HELD OF RECORD
---- ------- --------------------
Xxxxxxx Xxxxxxx Xxxxxxxx & 0000 Xxxx Xxxx Xxxx 1,693,510
Xxxxx VI Xxxxx Xxxx, XX 00000
KPCB VI Founders Fund 0000 Xxxx Xxxx Xxxx 000,000
Xxxxx Xxxx, XX 00000
Xxxxxx Xxxxxxx Pinpoint Therapeutics, Inc. 3,205,492
0000 Xxxxxxxxxxx Xxx
Xxxx Xxxx, XX 00000
Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx & 264,838
Xxxxx VI
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Xxxx Xxxxxxx 000 Xxxxxxx Xxxxxx 1,602,550
Xxxx Xxxx, XX 00000
Xxxxxx Xxxxxxx Heartport, Inc. 542,133
000 Xxx Xxxx
Xxxxxxx Xxxx, XX 00000-0000
Xxxxx Xxxxxxx Neurospace 261,167
000 Xxxxx Xxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxx Heartport, Inc. 173,532
000 Xxx Xxxx
Xxxxxxx Xxxx, XX 00000-0000
2
NUMBER OF SHARES OF
COMPANY COMMON STOCK
NAME ADDRESS HELD OF RECORD
---- ------- --------------------
Xxxxxxxx Xxxxxx Heartport, Inc. 105,046
000 Xxx Xxxx
Xxxxxxx Xxxx, XX 00000-0000
Xxxxxxxxxxx Xxxxxxx 0000 Xxxxxx Xxxx 0,000
Xxxxxxxxx, XX 00000
