EXHIBIT 7.5
VIMRx PHARMACEUTICALS INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is dated as of
December 17, 1997, and is entered into by and between VIMRx Pharmaceuticals
Inc., a Delaware corporation (the "Company") and Xxxxxx Healthcare Corporation,
a Delaware corporation (the "Purchaser").
R E C I T A L S
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A. The Company and the Purchaser have, on the date hereof, entered into
an Asset Purchase Agreement pursuant to which the Company has issued or will
issue to Purchaser 11,000,000 shares of the Company's common stock, $.001 par
value ("Common Stock") and all shares of the Company's Series A Convertible
Preferred Stock ("Preferred Stock").
B. The parties desire to establish a procedure for the registration and
resale of the Common Stock and the Common Stock issuable upon conversion of the
Preferred Stock held by the Purchaser.
NOW, THEREFORE, in consideration of the mutual agreements, covenants and
releases contained herein, the parties hereto hereby agree as follows:
A G R E E M E N T
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1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
(a) "Commission" means the Securities and Exchange Commission or any
other United States federal agency at the time administering the Securities Act.
(b) "Holder" means the Purchaser holding Registrable Securities and
any holder of outstanding Registrable Securities which have not been sold to
the public, but only if such holder is an assignee or transferee of Registration
rights as permitted by Section 7.
(c) "Initiating Holders" means any Holder or Holders who in the
aggregate hold at least fifty percent (50%) of the Registrable Securities.
(d) "Register," "Registered," and "Registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act (a "Registration Statement") and the
declaration or ordering of the effectiveness of such Registration Statement, and
qualification and compliance with applicable state securities laws.
(e) "Registrable Securities" means (i) the Common Stock purchased by
Purchasers pursuant to the Asset Purchase Agreement, and (ii) all Common Stock
issuable upon conversion of the Preferred Stock in accordance with its terms. In
the event of any recapitalization by the Company, whether by stock split,
reverse stock split, stock dividend or the like, such additional securities
shall be Registrable Securities covered by this Agreement.
(f) "Registration Expenses" means all expenses incurred by the
Company in complying with Section 2, including, without limitation, all federal
and state registration, qualification and filing fees, printing expenses, fees
and disbursements of counsel for the Company and one special counsel for
Holders (if different from the Company), whose fees shall be capped at $15,000,
escrow fees, blue sky fees and expenses, and the expense of any audits or
financial statement reviews incident to or required by any such registration.
The Company shall not be required to undertake any audit of its financial
statements except in connection with its fiscal year end in connection with any
Registration undertaken pursuant to this Agreement.
(g) "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 at the time.
(h) "Selling Expenses" means all underwriting discounts, selling
commissions, fees and expenses of underwriters' counsel, expenses of
underwriters and stock transfer taxes applicable to the sale of Registrable
Securities pursuant to this Agreement, which such Selling Expenses shall be
prorated among selling stockholders if such Registration includes securities
other than Registrable Securities.
(i) "Underwriter" means any underwriter which acts as an underwriter
in connection with a Registration Statement.
2. Demand Registration.
-------------------
2.1 Request for Registration. Subject to the remainder of this
Agreement, if the Company shall receive, from Holders who in the aggregate hold
more than thirty percent (30%) of the then outstanding Registrable Securities or
any lesser percent if the reasonably anticipated aggregate offering price to the
public would exceed $5,000,000, at any time after the date of this Agreement, a
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written request that the Company effect any Registration with respect to all or
a part of the Registrable Securities for a firm-commitment underwritten offering
thereof, the Company shall (i) promptly, but in any event within 10 days, give
written notice of the proposed Registration to all other Holders and shall (ii)
use its commercially reasonable efforts to effect Registration of the
Registrable Securities specified in such request as soon as practicable,
together with any Registrable Securities of any Holder, joining in such request
as are specified in a written request delivered to the Company within 30 days
after delivery of such written notice from the Company of the proposed
Registration. The Company shall not be obligated to take any action to effect
any such Registration pursuant to this Section 2.1 after the Company has
effected three such Registrations pursuant to this Section 2.1 and each such
Registration has been declared effective.
2.2. Right of Deferral of Registration. If the Company shall furnish
to all such Holders who joined in the request a certificate signed by the
President of the Company stating that, in the good faith business judgment of
the Board of Directors of the Company, it would be commercially unreasonable for
the Company for any Registration to be effected as requested under this Section
2, the Company shall have the right, exercisable once with respect to each
demand for Registration, to defer the filing of the Registration Statement with
respect to such offering for a period of not more than 150 days from delivery of
the request of the Initiating Holders.
2.3. Underwriting in Demand Registration.
-----------------------------------
(a) Notice of Underwriting. The right of any Holder to Registration
pursuant to Section 2 shall be conditioned upon the agreement of such Holder to
participate in such underwriting and the inclusion of Registrable Securities in
the underwriting.
(b) Inclusion of Other Holders in Demand Registration. The Company
shall be entitled to include any other of its securities held by any other
person in any Registration Statement filed pursuant to this Section 2.
(c) Selection of Underwriter in Demand Registration. The Company
shall (together with all holders proposing to distribute their securities
through such underwriting) enter into an underwriting agreement with the
representative ("Underwriter's Representative") of the underwriter or
underwriters selected for such underwriting by the holders of a majority of the
Registrable Securities being registered by the Initiating Holders and reasonably
satisfactory to the Company.
(d) Marketing Limitation in Demand Registration. If the
Underwriter's Representative advises the Initiating Holders in
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writing that market factors require a limitation of the number of shares to be
underwritten, the securities held by persons who are not Holders shall be
excluded from such Registration to the extent required by such limitation. If a
limitation in the number of shares is still required, the Initiating Holders
shall so advise all Holders and the number of shares of Registrable Securities
that may be included in the Registration and underwriting shall be excluded pro
rata based (as between the holders of Registrable Securities) on percentage
ownership of the Company. No Registrable Securities or other securities excluded
from the underwriting by reason of this Section 2.3(d) shall be included in such
Registration Statement. If the number of shares of Registrable Securities so
excluded exceeds 20% of the number of shares of Registrable Securities which are
requested to be included in such Registration, then the Initiating Holders shall
be entitled, on behalf of the Holders, to require, by delivery of a written
notice to the Underwriter's Representative and the Company, that the
Registration be deferred for such period of time as the Initiating Holders, the
Company, and the Underwriter's Representative may mutually agree, but in no
event to exceed 90 days from delivery of the notice requiring such deferral from
the Initiating Holders, or alternatively, to request that the Registration be
terminated in its entirety. In such event, the demand for Registration shall be
considered to have not been made for purposes of counting the number of demands
for Registration permitted under Section 2.1.
(e) Right of Withdrawal in Demand Registration. If any Holder of
Registrable Securities or a holder of other securities entitled (upon request)
to be included in such Registration, disapproves of the terms of the
underwriting, such person may elect to withdraw therefrom by written notice to
the Company, the Underwriter's Representative, and the Initiating Holders
delivered at least seven days prior to the effective date of the Registration
Statement. The securities so withdrawn shall also be withdrawn from the
Registration Statement. If by the withdrawal of such securities a greater number
of Registrable Securities held by other Holders may be included in such
Registration (up to the maximum of any limitation imposed by the underwriters),
then the Company shall offer to all Holders who have included Registrable
Securities in the Registration the right to include additional Registrable
Securities in the same proportion as that used in determining the proportional
inclusion under the underwriter limitation in Section 2.3(d).
(f) Inclusion of Company's Securities in Demand Registration. If the
Underwriter's Representative has not limited the number of Registrable
Securities or other securities to be underwritten, the Company may include its
securities for its own account in such Registration and underwriting if the
Underwriter's Representative so agrees and if the number of Registrable
Securities and other securities which would otherwise have been included in such
Registration and underwriting will not thereby be
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limited, and if the Underwriter's Representative advises the Holders in writing
that, in such Representative's opinion, the price of the Registrable Securities
will not be adversely affected thereby.
(g) Blue Sky in Demand Registration. In the event of any Registration
pursuant to Section 2, the Company will exercise its best efforts to Register
and qualify the securities covered by the Registration Statement under such
other securities or blue sky laws of such jurisdictions (not exceeding 20 unless
otherwise agreed to by the Company) as shall be reasonably appropriate for the
distribution of such securities; provided, however, that (i) the Company shall
not be required to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, and (ii) notwithstanding
anything in this Agreement to the contrary, if any jurisdiction in which the
securities shall be qualified imposes a non-waivable requirement that expenses
incurred in connection with the qualification of the securities be borne by
selling shareholders, such expenses shall be payable pro rata by selling
shareholders.
2.4. Piggyback Registration.
-----------------------
(a) Notice of Piggyback Registration and Inclusion of Registrable
Securities. In the event the Company decides to Register any of its Common Stock
(other than pursuant to a registration on Form S-4 or S-8 or any successor
forms), for its own account for cash in a firm commitment underwritten offering
on a form that would be suitable for a registration involving Registrable
Securities, the Company shall: (i) promptly, but in any event within 10 days of
such decision, give each Holder written notice thereof (which shall include a
list of the jurisdictions in which the Company intends to attempt to qualify
such securities under the applicable blue sky or other state securities laws)
and (ii) include in such Registration (and any related qualification under blue
sky laws or other compliance), and in any underwriting involved therein, all the
Registrable Securities specified in a written request delivered to the Company
by any Holder within 20 days after delivery of such written notice from the
Company of the proposed Registration.
(b) Underwriting in Piggyback Registration. The right of any Holder
to Registration shall be conditioned upon the agreement of such Holder to
participate in such underwriting and the inclusion of such Holder's Registrable
Securities in such underwriting. All Holders proposing to distribute their
securities through such underwriting shall (together with the Company and the
other holders distributing their securities through such underwriting) enter
into an underwriting agreement with the Underwriter's Representative for such
offering. The Holders shall have no right to participate in the selection of
the underwriters for an offering pursuant to this Section 2.4.
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(c) Marketing Limitation in Piggyback Registration. If the
Underwriter's Representative advises the Holders seeking registration of
Registrable Securities pursuant to Section 2.4 in writing that market factors
require a limitation of the number of shares to be underwritten, the
Underwriter's Representative may (subject to the allocation priority set forth
in Section 2.4(d)) limit the number of Registrable Securities to be included
therein, down to complete exclusion.
(d) Allocation of Shares in Piggyback Registration. If the
Underwriter's Representative limits the number of shares to be included in a
Registration pursuant to Section 2.4(c), the number of shares to be included in
such Registration shall be allocated in the following manner: The shares (other
than Registrable Securities) held by holders of securities other than
Registrable Securities requesting and legally entitled to include shares in such
Registration shall be excluded from such registration and underwriting to the
extent required by such limitation, but only if permitted by the terms of such
other registration rights agreement. If a limitation in the number of shares is
still required, the number of shares of Registrable Securities to be included in
the Registration and underwriting shall be excluded pro rata (as between the
holders of Registrable Securities and such other holders of other registration
rights) based on percentage ownership. No Registrable Securities or other
securities excluded from the underwriting by reason of this Section 2.4(d) shall
be included in the Registration Statement.
(e) Withdrawal in Piggyback Registration. If any holder disapproves
of the terms of any such underwriting, he may elect to withdraw therefrom by
written notice to the Company and the underwriter delivered at least seven days
prior to the effective date of the Registration Statement. Any Registrable
Securities or other securities excluded or withdrawn from such underwriting
shall be withdrawn from such Registration. If by the withdrawal of such
securities a greater number of Registrable Securities may be included in such
Registration (up to the maximum of any limitation imposed by the underwriters),
then the Company shall offer to all Holders who have included Registrable
Securities the right to include additional Registrable Securities in the same
proportion used in determining the proportional inclusion under the underwriter
limitation in Section 2.4(d).
(f) Blue Sky in Piggyback Registration. In the event of any
Registration of Registrable Securities pursuant to Section 2.4, the Company will
exercise its best efforts to Register and qualify the securities covered by the
Registration Statement under such other securities or blue sky laws of such
jurisdictions (not exceeding 20 unless otherwise agreed to by the Company) as
shall be reasonably appropriate for the distribution of such securities;
provided, however, that (i) the Company shall not be required to qualify to do
business or to file a general consent to service of
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process in any such states or jurisdictions, and (ii) notwithstanding anything
in this Agreement to the contrary, in the event any jurisdiction in which the
securities shall be qualified imposes a non-waivable requirement that expenses
incurred in connection with the qualification of the securities be borne by
selling stockholders, such expenses shall be payable pro rata by selling
stockholders.
3. Expenses of Registration. All Registration Expenses incurred in
connection with all Registrations shall be borne by the Company. Notwithstanding
the above, the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Section 2 if the registration request
is subsequently withdrawn at the request of the Holders of a majority of the
Registrable Securities to be registered (which Holders shall bear such
expenses); provided further, however, that if at the time of such withdrawal,
the Holders have learned of a material adverse change in the condition,
business, properties, prospects or financial condition of the Company from that
known to the Holders at the time of their request, then the Holders shall not be
required to pay any of such expenses and shall retain their rights pursuant to
Section 2. All Selling Expenses shall be borne by the holders of the securities
registered pro rata on the basis of the number of shares registered.
4. Registration Procedures. The Company will keep each Holder whose
Registrable Securities are included in any Registration pursuant to this
Agreement advised as to the initiation and completion of such Registration. At
its expense the Company will: (a) use its best efforts to keep such Registration
effective for a period of 90 days or until the Holders have completed the
distribution described in the Registration Statement relating thereto, whichever
first occurs; and (b) furnish such number of prospectuses (including
preliminary, amended or supplemented prospectuses) and other documents as a
Holder from time to time may reasonably request. The Company shall file
post-effective amendments or supplements to such Registration Statement as may
be necessary to comply with applicable federal and state securities laws and
regulations, and shall deliver copies of the prospectus contained therein as
provided above.
5. Information Furnished by Holder. It shall be a condition precedent of
the Company's obligations under this Agreement to a particular Holder that such
Holder of Registrable Securities to be included in any Registration, furnish to
the Company such information regarding such Holder and the distribution proposed
by such Holder as the Company may reasonably request.
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6. Indemnification.
---------------
6.1. Company's Indemnification of Holders. To the extent permitted by
law, the Company will indemnify each Holder, each of their respective officers,
directors and constituent partners and each person controlling such Holder, with
respect to which Registration, qualification or compliance of Registrable
Securities has been effected pursuant to this Agreement, and each underwriter,
if any, and each person who controls any underwriter, against all claims,
losses, damages, liabilities (or actions in respect thereof) to the extent such
claims, losses, damages, liabilities or actions arise out of or are based upon
any untrue statement (or alleged untrue statement) of a material fact contained
in any prospectus, offering circular or other document issued by the Company
(including any related Registration Statement) incident to any such
Registration, qualification or compliance, or are based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or any violation by
the Company of any rule or regulation promulgated under the Securities Act
applicable to the Company and relating to action or inaction required of the
Company in connection with any such Registration, qualification or compliance.
The Company will also reimburse each such Holder, officer, director, constituent
partner, legal counsel and underwriter and each person who controls any such
Holder or underwriter, for any legal and any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
liability or action; provided, however, that the indemnity contained in this
Section 6 shall not apply to amounts paid in settlement of any such claim, loss,
damage, liability or action if settlement is effected without the consent of the
Company (which consent shall not unreasonably be withheld); and provided,
further, that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or action arises out of or is based upon
any untrue statement (or alleged untrue statement) or omission (or alleged
omission) of a material fact furnished in a writing to the Company by such
Holder, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such Registration Statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder and stated to be specifically for use in
connection with the offering of securities of the Company.
6.2. Holder's Indemnification of Company. To the extent permitted by
law, each Holder will, if Registrable Securities held by such Holder are
included in the securities as to which such Registration, qualification or
compliance is being effected pursuant to this Agreement, indemnify the Company,
each of its directors and officers, each legal counsel and independent
accountant of the Company, each underwriter, if any, of the
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Company's securities covered by such a Registration Statement, each person who
controls the Company or such underwriter within the meaning of the Securities
Act, and each other such Holder, its officers, directors, constituent partners
and legal counsel and each person controlling such other Holder, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based upon any untrue statement (or alleged untrue statement) of a
material fact contained in any such Registration Statement, prospectus, offering
circular or other document issued by the Company, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by
such Holder of any rule or regulation promulgated under the Securities Act
applicable to such Holder and relating to action or inaction required of such
Holder in connection with any such Registration, qualification or compliance;
and each Holder will also reimburse the Company, such Holders, such directors,
officers, partners, persons, law and accounting firms, underwriters and control
persons for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such Registration Statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by such Holder and stated to be specifically for use in
connection with the offering of securities of the Company. The liability of the
Holder under this paragraph shall be limited to the aggregate proceeds received
by such Holder from the sale of Registrable Securities sold under the
Registration Statement.
6.3. Indemnification Procedure. Promptly after receipt by an
indemnified party under this Section 6 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party under this Section 6, notify the indemnifying
party in writing of the commencement thereof and generally summarize such
action. The indemnifying party shall have the right to participate in and to
assume the defense of such claim, and shall be entitled to select counsel for
the defense of such claim with the approval of the indemnified parties, which
approval shall not be unreasonably withheld; provided, however, that the
indemnified party may participate in such defense, and the indemnified parties
collectively shall be entitled to retain a separate counsel for purposes of such
action, at the indemnifying party's expense if a majority in interest of the
indemnified parties conclude in good faith that representation of such
indemnified parties by counsel selected by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnifying party and any or the indemnified parties. The failure to notify an
indemnifying party promptly of the commencement of any such action,
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if prejudicial to the ability of the indemnifying party to defend such action,
shall relieve such indemnifying party of any liability to the indemnified party
under this Section 6, but the omission so to notify the indemnifying party will
not relieve such party of any liability that such party may have to any
indemnified party other than under this Section 6. No indemnifying party, in the
defense of any such claim or litigation shall consent to entry of any judgment
or enter into any settlement (i) which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the indemnified party of a
release from all liability in respect to such claim or litigation and (ii)
except with the consent of each indemnified party, which consent shall not be
unreasonably withheld.
6.4. Other Securities. It shall be a condition to the Company's
obligations under this Agreement to include Registrable Securities of a Holder
in any Registration pursuant to this Agreement that such Holder agree to
substantially the indemnification provisions set forth in this Section.
7. Transfer of Registration Rights. The rights to cause the Company to
register securities granted by the Company under this Agreement to the Holders
may be assigned by any Holder (a) to any Affiliate of such Holder (as defined in
Rule 405 under the Securities Act) or (b) to a transferee or assignee of any
Registrable Securities, not sold to the public, acquiring at least 20% of such
Holder's Registrable Securities; provided, however, that (i) the Company must be
given written notice of said transfer, stating the name and address of said
transferee or assignee and identifying the securities with respect to which such
Registration rights are being assigned, and (ii) the transferee or assignee of
such rights must not be a direct competitor of the Company.
8. Market Stand-off. Purchaser hereby agrees that, if so requested by the
Company and the Underwriter's Representative (if any), Purchaser shall not sell,
make any short sale of, grant any option for the purchase of, or otherwise
transfer, without the prior written consent of the Company or the Underwriter's
Representative, any securities of the Company (other than those included in the
Registration) during the 120-day period following the effective date of a
Registration Statement of the Company filed under the Securities Act. The
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restriction.
9. [NOT USED]
10. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Registrable Securities to the public without Registration, the
Company agrees to:
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(a) Make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times;
(b) Use its best efforts to file with the Commission in a timely
manner all reports and other documents required of the Company under the
Securities Act and the Securities Exchange Act of 1934,
as amended;
(c) Furnish to the Holders of Registrable Securities forthwith upon
request a written statement by the Company as to its compliance with the
reporting requirements of said Rule 144, and of the Securities Act and the
Securities Exchange Act of 1934, a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents of the Company as a
Holder may reasonably request in availing itself of any rule or regulation of
the Commission allowing such Holder to sell any such securities without
Registration.
11. Severability. If any provision of this Agreement is held to be
unenforceable, it shall be adjusted rather than voided to achieve its intent to
the maximum extent possible, and the remaining provisions of this Agreement
shall be enforced to the maximum extent possible.
12. Notices. All notices, communications and deliveries under this
Agreement shall be made in writing signed by the party making the same, shall be
made either by personal delivery (including couriers such as Federal Express) or
by registered mail, postage prepaid, or facsimile transmission and shall be
deemed to give delivery on the date delivered if delivered in person or by
facsimile or on the seventh day after mailing if mailed, addressed as follows:
If to:
the Company: VIMRx Pharmaceuticals Inc.
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: President
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxxxxxx, Esq.
Xxxxxxx Xxxxxx & Green
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
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If to:
the Holder: Xxxxxx Healthcare Corporation
0000 Xxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxxxxx X. Xxxxx
Seyfarth, Shaw, Xxxxxxxxxxx & Xxxxxxxxx
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
13. Assignment. Except as otherwise permitted by this Agreement, no
assignment or transfer, in whole or in part, by a Holder of his rights under
this Agreement shall be made except with the prior written consent of the
Company, which consent shall not be unreasonably withheld. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective legal representatives, heirs, descendants and permitted successors
and assigns.
14. Controlling Law; Integrations; Amendments; Waiver. This Agreement shall
be construed and enforced in accordance with the laws of the State of Delaware
applicable to agreements among Delaware residents made and to be performed
entirely within the State of Delaware. This Agreement supersedes all prior
negotiations, agreements, and understandings among the parties with respect to
the subject matter hereof, and constitutes the entire agreement among the
parties with respect such subject matter. This Agreement may not be
altered or amended except in writing signed by the Company and by the holders of
not less than 66-2/3% of the then outstanding Registrable Securities. The
failure of any party hereto at any time to require performance of any provision
of this Agreement shall in no manner be deemed a waiver of the right to require
performance of the same in the future.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one and the same document. Facsimile transmission of a
signature shall be deemed an original for all purposes.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
The Company: VIMRx Pharmaceuticals Inc.,
a Delaware corporation
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Its President & CEO
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The Holder: Xxxxxx Healthcare Corporation
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Its President, Venture Management
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