REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT")is made as of the 20th day
of May, 1996, by and among CARDIOPULMONARY CORP., a Delaware corporation (the
"CORPORATION"), and the investors in the Corporation's securities executing
counterparts of this Agreement (collectively, the "INVESTORS" and individually
an "INVESTOR").
RECITALS
WHEREAS, certain of the Investors (the "PRIOR INVESTORS") hold shares of
the Corporation's securities with respect to which the Corporation has granted
registration rights pursuant to the terms of that certain Stock Purchase
Agreement dated as of March 17, 1995, as amended by an Amendment dated as of
November 15, 1995 (as so amended, the "1995 STOCK PURCHASE AGREEMENT");
WHEREAS, the Corporation and certain of the Investors are entering into a
Stock Purchase Agreement dated as of the date hereof (the "1996 STOCK PURCHASE
AGREEMENT") for the purchase of (a) shares (the "SHARES") of the Corporation's
common stock, $.01 par value (the "COMMON STOCK"), and (b) common stock purchase
warrants (the "WARRANTS"), to purchase Common Stock;
WHEREAS, the Corporation wishes to grant the New Investors registration
rights pari passu with the Prior Investors, and the Corporation and the
Investors wish to set forth in a single agreement the registration rights with
respect to the securities of the Corporation held by the Investors;
NOW, THEREFORE, in consideration of the agreements, representations and
warranties hereinafter set forth, the Corporation and the Investors agree as
follows:
SECTION 1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission.
"COVERED SHARES" shall mean all shares of the Corporation's Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock and
Series C Convertible Preferred Stock; the shares of Common Stock into which
shares of the Series A Convertible Preferred Stock, Series B Convertible
Preferred Stock and Series C Convertible Preferred Stock are convertible;
the shares of Common Stock issuable upon the conversion of the
Corporation's 8% Convertible Promissory Notes and the exercise of the
common stock purchase warrants issued in conjunction with the 8%
Convertible Promissory Notes; the Shares; the shares of Common Stock
issuable upon exercise of the Warrants and any shares
of capital stock received in respect thereof, whether by reason of a stock
split or share reclassification thereof, a stock dividend thereon or
otherwise.
"RESTRICTED SECURITIES" shall mean the Covered Shares which have not
been sold to the public pursuant to (a) registration under the Securities
Act or (b) Rule 144 (or similar or successor rule) promulgated under the
Securities Act subsequent to the Corporation's initial public offering of
securities registered under the Securities Act.
"RESTRICTED SHARES" shall mean shares of Common Stock constituting
Restricted Securities.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
SECTION 2. REQUIRED REGISTRATION. If at any time after the date hereof, the
Corporation shall be requested by the holders of at least twenty percent (20%)
of all Restricted Shares at the time outstanding (assuming the conversion of all
of the Corporation's preferred stock) to effect the registration under the
Securities Act of Restricted Shares, the Corporation shall promptly give written
notice of such proposed registration to all holders of outstanding Restricted
Securities, and thereupon the Corporation shall promptly use all reasonable
efforts to effect the registration under the Securities Act of the Restricted
Shares which the Corporation has been requested to register for disposition
described in the request of said holder or holders and in any response received
within 30 days after the giving of the written notice by the Corporation;
provided, however, that the Corporation shall not be obligated to use such
efforts to effect any registration under the Securities Act except in accordance
with the following provisions:
(a) The expected gross proceeds from any such registration shall be at
least $750,000;
(b) The Corporation shall not be obligated to file (1) more than two
registration statements in which Restricted Shares are registered under the
Securities Act and sold thereunder or (2) any registration statement within
a period of six months following the initial public offering of the
Corporation's common stock or within a period of twelve months after the
effective date of any previous registration statement filed by the
Corporation and with respect to which the holders of Restricted Securities,
pursuant to this Section 2 or Section 3, were given the opportunity to
include therein all Restricted Shares which were requested to be included
therein; and
(c) Anything contained herein to the contrary notwithstanding, with
respect to each registration requested pursuant to this Section 2, the
Corporation may include in such registration any authorized but unissued
shares of Common Stock for sale by the Corporation or any issued and
outstanding shares of Common Stock for sale by others; provided, however,
that if the number of
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shares of Common Stock so included pursuant to this clause (ii) exceeds the
number of Restricted Shares registered by the holder or holders of
outstanding Restricted Securities requesting such registration, then such
registration shall be deemed to be a registration in accordance with and
pursuant to Section 3; provided further, that the inclusion of such
previously authorized but unissued shares by the Corporation or issued and
outstanding shares of Common Stock by others in such registration shall not
prevent the holders of outstanding Restricted Securities requesting such
registration from registering the entire number of Restricted Shares
requested by them and, in the event the registration is, in whole or in
part, an underwritten public offering and the managing underwriter
determines and advises in writing that the inclusion of all Restricted
Shares proposed to be included in such registration and such previously
authorized but unissued shares of Common Stock by the Corporation and/or
issued and outstanding shares of Common Stock by persons other than the
holders or Restricted Securities proposed to be included in such
registration would interfere with the successful marketing (including
pricing) of such securities, then such other previously authorized but
unissued shares of Common Stock proposed to be included by the Corporation
and issued and outstanding shares of Common Stock proposed to be included
by persons other than the holders of Restricted Securities shall be reduced
or excluded from such registration (as the case may be).
SECTION 3. INCIDENTAL REGISTRATION. If the Corporation at any time proposes
for any reason to register any of its securities under the Securities Act (other
than the initial public offering of the Corporation's common stock or
registrations on Forms S-4 or S-8 or any similar or successor form), other than
pursuant to Section 2 hereof, it shall each such time promptly give written
notice to all holders of outstanding Restricted Securities of its intention so
to do, and, upon the written request, given within 30 days after receipt of any
such notice, of any holder or holders of the Restricted Securities then
outstanding, to register any Restricted Shares (which request shall specify the
Restricted Shares intended to be sold or disposed of by such holders and shall
state the intended method of disposition of such Restricted Shares by the
prospective seller), the Corporation shall use all reasonable efforts to cause
all such Restricted Shares to be registered under the Securities Act promptly
upon receipt of the written request of such holders for such registration, all
to the extent requisite to permit the sale or other disposition (in accordance
with the intended methods thereof, as aforesaid) by the prospective seller or
sellers of the Restricted Shares so registered. In the event that the proposed
registration by the Corporation is, in whole or in part, an underwritten public
offering of securities of the Corporation, any request pursuant to this Section
3 to register Restricted Shares shall specify that such shares are to be
included in the underwriting (a) on the same terms and conditions as the shares
of Common Stock, if any, otherwise being sold through underwriters under such
registration or (b) on terms and conditions comparable to those normally
applicable to offerings of Common Stock in reasonably similar circumstances in
the event that no other shares of Common Stock are being sold through
underwriters under such registration; provided, however, that if the managing
underwriter determines and
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advises in writing that the inclusion of all shares of Common Stock proposed to
be included therein by the Corporation for sales by holders other than holders
of Restricted Shares (the "OTHER SHARES") would interfere with the successful
marketing (including pricing) of such securities, then the number of Other
Shares and such Restricted Shares to be included in the underwritten public
offering shall be reduced FIRST, pro rata among the holders of Other Shares
until the aggregated anticipated offering value of the shares of Common Stock
proposed to be included by the Investors is $8,905,528, and then SECOND, pro
rata among the holders of Restricted Shares (based upon the total number of
Restricted Shares then outstanding). Those shares of Common Stock which are
excluded from the underwritten public offering (either because such shares were
not requested by the holders thereof to be included therein or which were
excluded pursuant to the immediately preceding sentence or in connection with a
registration pursuant to Section 2 hereof) shall be withheld from the market by
the holder thereof for a period, not to exceed 120 days, which the managing
underwriter reasonably determines as necessary in order to effect the
underwritten public offering.
SECTION 4. PREPARATION AND FILING. If and whenever the Corporation is under
an obligation pursuant to the provisions of this Agreement to use all reasonable
efforts to effect the registration of any Restricted Shares, the Corporation
shall, as expeditiously as practicable:
(a) prepare and file with the Commission a registration statement with
respect to such Restricted Shares and use all reasonable efforts to cause
such registration statement to become and remain effective;
(b) prepare and file with the Commission such amendments and
supplements to such registration statements and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for at least six months and to comply with the
provisions of the Securities Act with respect to the sale or other
disposition of all Restricted Shares covered by such registration
statement;
(c) furnish to each selling stockholder such number of copies of a
summary prospectus or other prospectus, including a preliminary prospectus,
in conformity with the requirements of the Securities Act, and such other
documents as such seller may reasonably request in order to facilitate the
public sale or other disposition of such Restricted Shares;
(d) use all reasonable efforts to register or qualify the Restricted
Shares covered by such registration statement under the securities or blue
sky laws of such jurisdictions as each such seller (or, in the case of an
underwritten offering, the managing underwriter) shall reasonably request,
but not more than ten (provided, however, that the Corporation shall not be
required to consent to general service of process for all purposes in any
jurisdiction where it is not then qualified or to register or qualify the
Restricted Shares covered by such
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registration statement in any jurisdiction which would require the
Corporation to amend its certificate of incorporation or by-laws of
covenant or undertake to do any other act or make any other change
regarding its capitalization or share ownership prior to the effectiveness
of such registration or qualification);
(e) notify each seller of Restricted Shares covered by such
registration statement, at any time when a prospectus relating to the
Restricted Shares covered by such registration statement is required to be
delivered under the Securities Act within the appropriate period mentioned
in clause (b) of this Section 4, of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and at the request of such seller, prepare and furnish to such
seller a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; and
(f) at the request of any holder or holders requesting registration of
Restricted Shares pursuant to this Agreement, if such Restricted Shares are
being sold through underwriters, furnish to the underwriters on the date
that such Restricted Shares are delivered to the underwriters for sale in
connection with a registration pursuant to this Agreement, or, if such
Restricted Shares are not being sold through underwriters, furnish to such
holder or holders on the date that the registration statement with respect
to such Restricted Shares becomes effective, (i) an opinion, dated such
date, of the counsel representing the Corporation for the purposes of such
registration, in form and substance as is customarily given to underwriters
in an underwritten public offering, addressed to the underwriters, if any,
and to the holder or holders making such request; and (ii) a letter dated
such date, from the independent certified public accountants of the
Corporation, in form and substance as is customarily given by independent
certified public accountants to underwriters in any underwritten public
offering, addressed to the underwriters, if any, and to the holder or
holders making such request.
SECTION 5. EXPENSES. All expenses incurred by the Corporation in complying
with Section 4, including, without limitation, all registration and filing fees
(including all expenses incident to filing with the National Association of
Securities Dealers, Inc.), fees and expenses of complying with securities and
blue sky laws, printing expenses and fees and disbursements of counsel including
with respect to each registration effected pursuant to Sections 9.5 and 9.6,
reasonable fees and disbursements of not more than one counsel for the sellers
requesting registration hereunder to the Corporation, and of the independent
certified public accountants for the Corporation (including the
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expense of any special audits in connection with any such registration) shall be
paid by the Corporation; provided, however, that all underwriting discounts and
selling commissions applicable to the Restricted Shares covered by such
registration shall be borne by the seller or sellers, in proportion to the
number of Restricted Shares sold by such seller or sellers.
SECTION 6. INDEMNIFICATION. In connection with any registration of any
Restricted Shares under the Securities Act pursuant to this Agreement, the
Corporation shall indemnify and hold harmless the seller of such Restricted
Shares, each underwriter, broker or any other person acting on behalf of such
seller and each other person, if any, who controls any of the foregoing persons
within the meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several (or actions in respect thereof), to which any of
the foregoing persons may become subject under the Securities Act or otherwise
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the registration statement under which
such Restricted Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein or otherwise filed with the
Commission, any amendment or supplement thereto or any document incident to
registration or qualification of any Restricted Shares, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading or, with respect to any prospectus, necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
or any violation by the Corporation of the Securities Act or state securities or
blue sky laws applicable to the Corporation and relating to action or inaction
required of the Corporation in connection with such registration or
qualification under such state securities or blue sky laws; and the Corporation
shall reimburse such seller, such underwriter, such broker or such other person
acting on behalf of such seller and each such controlling person for any legal
or other expenses reasonably incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action,
provided, however, that the Corporation shall not be liable in any such case to
the extent that any such loss, claim, damage, liability or action arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in said registration statement, preliminary prospectus,
final prospectus, amendment, supplement or document incident to registration or
qualification of any Restricted Shares in reliance upon and in conformity with
written information furnished to the Corporation through an instrument duly
executed by such seller or underwriter specifically for use in the preparation
thereof.
In connection with any registration of Restricted Shares under the
Securities Act pursuant to this Agreement, each seller of Restricted Shares
shall indemnify and hold harmless (in the same manner and to the same extent as
set forth in the preceding paragraph of this Section 6) the Corporation and each
officer and director of the Corporation who shall sign such registration
statement, each underwriter, broker or other person acting on behalf of such
seller, each person who controls any of the
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foregoing within the meaning of the Securities Act and each other seller of
Restricted Shares under such registration statement with respect to any
statement or omission from such registration statement, any preliminary
prospectus or final prospectus contained therein or otherwise filed with the
commission, any amendment or supplement thereto or any document incident to
registration or qualification of any Restricted Shares, if such statement or
omission was made in reliance upon and in conformity with written information
furnished to the Corporation or such underwriter through an instrument duly
executed by such seller specifically for use in connection with the preparation
of such registration statement, preliminary prospectus, final prospectus,
amendment, supplement or document or any failure to deliver any registration
statement, preliminary prospectus, final prospectus, amendment, supplement or
document; provided, however, that the maximum amount of liability in respect of
such indemnification (including, but not limited to, attorneys' fees and
expenses) shall be limited, in the case of each seller of Restricted Shares, to
an amount equal to the net proceeds actually received by such seller from the
sale of Restricted Shares effected pursuant to such registration.
Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 6, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action. In case any such action is brought against
an indemnified party, the indemnifying party will be entitled to participate in
and to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be responsible for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof; provided, however, that if any indemnified party shall have
reasonably concluded that there may be one or more legal or equitable defenses
available to such indemnified party which are additional to or conflict with
those available to the indemnifying party, or that such claim or litigation
involves or could have an effect upon matters beyond the scope of the indemnity
agreement provided in this Section 6, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party
and such indemnifying party shall reimburse such indemnified party and any
person controlling such indemnified party for that portion of the reasonable
fees and expenses of any counsel retained by the indemnified party which is
reasonably related to the matters covered by the indemnity agreement provided in
this Section 6.
If the indemnification provided for in this Section 6 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, claim, damage, liability or action referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amounts paid or payable by such indemnified party as a
result of such loss, claim, damage, liability or action in such proportion as is
appropriate to reflect the relative
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fault of the indemnifying party on the one hand and for the indemnified party on
the other in connection with the statements or omissions which resulted in such
loss, claim, damage, liability or action as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
SECTION 7. INFORMATION BY HOLDER. Each holder of Restricted Shares included
in any registration effected pursuant to this Agreement shall furnish to the
Corporation such information with respect to such holder and the proposed
distribution by such holder as the Corporation shall request in writing on a
timely basis and as shall, in the reasonable opinion of Counsel for the
Corporation, be required by Federal or applicable state securities laws in
connection with such registration effected pursuant to this Agreement.
SECTION 8. LOCK-UP. In connection with any underwritten registration of
shares by the Corporation, each Investor agrees to execute a customary and
reasonable "lock-up" agreement if requested by the Corporation and underwriter,
which agreement shall in no event provide for a lock-up in excess of six (6)
months.
SECTION 9. SUCCESSORS AND ASSIGNS. This Agreement shall bind and inure to
the benefit of the Corporation and the Investors and each other person who shall
become a registered holder of Covered Shares and the respective successors,
heirs, personal representatives and permitted assigns of the Corporation, the
Investors and each such other person.
SECTION 10. ENTIRE AGREEMENT. This Agreement contains the entire agreement
among the parties with respect to the subject matter hereof and supersede all
prior or contemporaneous arrangements or understandings with respect thereto.
Without limiting the generality of the foregoing, this Agreement shall supersede
and replace the provisions of Sections 9.5 (Required Registration), 9.6
(Incidental Registration), 9.7 (Preparation and Filing), 9.8 (Expenses), 9.9
(Indemnification), 9.11 (Information by Holder) and 9.12 (Lock-Up) of the 1995
Stock Purchase Agreement.
SECTION 11. NOTICES. All notices, requests, consents and other
communications hereunder to any party shall be deemed to be sufficient if
contained in a written instrument and shall be deemed to have been duly given
when delivered in person or transmitted by telegram, telex or telecopy (with
confirmation in writing) or, if mailed, three days after such notice has been
sent by first class certified mail, postage prepaid and return receipt
requested, addressed to such party at the address set forth below or such other
address as may hereafter be designated in writing by the addressee to the
addresser listing all parties:
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(a) if to the Corporation, to:
Cardiopulmonary Corp.
200 Cascade Blvd.
Milford, CT 06460
Attention: Chief Financial Officer
(b) if to an Investor, at his or its address set forth on SCHEDULE 1
attached hereto.
SECTION 12. CHANGES. The terms and provisions of this Agreement may not be
modified or amended, or any of the provisions hereof waived, temporarily or
permanently, except pursuant to the written consent of the party against whom
the enforcement of any modification, amendment or waiver is sought.
SECTION 13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
SECTION 14. HEADINGS. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.
SECTION 15. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 16. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered on and as of the date first written above.
CARDIOPULMONARY CORP.
By: /S/ JAMES W. BIONDI
-----------------------------------
James W. Biondi
President
/S/ JAMES W. BIONDI, M.D.
-----------------------------------
James W. Biondi, M.D.
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/S/ THOMAS ABBENANTE
-----------------------------------
Thomas Abbenante
KONTRON INSTRUMENTS HOLDING N.V.
By: /S/ MANUEL C. FRIAS
-----------------------------------
Title:
THE CONNECTICUT FUTURE FUND
LIMITED PARTNERSHIP
By: Marsh Point Partners II,
Its General Partner
By: /S/ JOHN R. CULLINANE, JR.
-----------------------------------
CUPERTINO VENTURES PARTNERSHIP II, L.P.
f/k/a GRACE VENTURES PARTNERSHIP II
By: Horn Venture Partners,
A General Partner
By: /S/ W. GORDON KRUBERG
-----------------------------------
A General Partner
ASPEN VENTURE PARTNERS, L.P.
By: Aspen Venture Associates, L.P.,
Its General Partner
By: /S/ MICHAEL DuCROS
-----------------------------------
A General Partner
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0283673
CONNECTICUT SEED VENTURES
LIMITED PARTNERSHIP
By: Connecticut Venture Associates
Limited Partnership, Its General Partner
By: /S/ SAMUEL F. McKAY
-----------------------------------
Samuel F. McKay
Its Managing General Partner
OLIVE BRANCH CORPORATION
By: /S/ VINCENZO MORELLI
-----------------------------------
/S/ MANUEL C. FRIAS
-----------------------------------
Manuel C. Frias
/S/ PIETRO TORRUSIO
-----------------------------------
Pietro Torrusio
/S/ N. NICOLL SNOW
-----------------------------------
N. Nicoll Snow
CONNECTICUT INNOVATIONS, INCORPORATED
By: /S/ VICTOR R. BUDNICK
-----------------------------------
Victor R. Budnick
President and Executive Director
/S/ KENT ELLISON
-----------------------------------
Kent Ellison
/S/ STEPHAN G. HEROLD
-----------------------------------
Stephan G. Herold
/S/ DANIEL LEITNER
-----------------------------------
Daniel Leitner
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/S/ JOHN CHOPYK
-----------------------------------
John Chopyk
/S/ C.W. HOULE
-----------------------------------
C.W. Houle
/S/ EARL CLEMANTS
-----------------------------------
Earl Clemants
/S/ SUNIL SAPATNEKAR
-----------------------------------
Sunil Sapatnekar
/S/ HAROLD BJORKLUND
-----------------------------------
Harold Bjorklund
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SCHEDULE 1
INVESTORS
All common stock and common stock purchase warrant share numbers included
in this Schedule refer to shares following the effectiveness of the
Corporation's five-into-two reverse stock split.
Common
Stock
Common Preferred Purchase
Name And Address Of Investor Stock Stock Warrants
- ---------------------------- ------ --------- --------
Dr. James Biondi -- 75,000 --
c/o Cardiopulmonary Corp.
200 Cascade Blvd.
Milford, CT 06460
Mr. Thomas Abbenante -- 75,000 --
c/o Ivy Biomedical Systems, Inc.
11 Business Park Drive
Branford, CT 06405
Cupertino Ventures Partnership II, L.P. 79,800 1,697,809 79,800
20300 Stevens Creek Boulevard
Cupertino, California 95014
Connecticut Seed Ventures 30,000 398,319 30,000
242 Trumbull Street
Hartford Connecticut 06103
Aspen Venture Partners, L.P. 36,500 1,550,810 36,500
One Post Office Square, Suite 3320
Boston, Massachusetts 02109
The Connecticut Future Fund 60,000 1,864,529 60,000
265 Church Street, Suite 1004
New Haven, CT 06510
Kontron Instruments Holding N.V 60,000 869,565 60,000
346 Kensington High Street
London W14 8NS
Olive Branch Corporation 8,000 -- 8,000
c/o Mr. Vincenzo Morelli
Kontron Instruments Holding N.V
346 Kensington High Street
London W14 8NS
Dr. Manuel C. Frias 4,000 -- 4,000
Flat 3, Chelsea House
24 Lowndes Street
London SW1X 9JE
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Common
Stock
Common Preferred Purchase
Name And Address Of Investor Stock Stock Warrants
- ---------------------------- ------ --------- --------
Dr. Pietro Torrusio 4,000 -- 4,000
45, Via San Vittore
20123 - Milano
Mr. N. Nicoll Snow 16,000 -- 16,000
c/o Cardiopulmonary Corp.
200 Cascade Blvd.
Milford, CT 06460
Connecticut Innovations Incorporated 100,000 -- 100,000
40 Cold Spring Road
Rocky Hill, Connecticut 06067
Kent Ellison 12,000 -- 12,000
1401 Sioux Dr.
Pipestone, MN 56164
Stephan G. Herold 25,000 -- 25,000
10790 Spoon Ridge
Eden Prairie, MN 55437
Daniel Leitner 12,000 -- 12,000
20980 Heath Ave. N.
Forest Lake, MN 55025
John Chopyk 8,000 -- 8,000
3807 Xerxes Ave. So.
Minneapolis, MN 55410
C.W. Houle 4,000 -- 4,000
5585 Wood Duck Ct.
Shoreview, MN 55126
Earl Clemants 4,000 -- 4,000
7400 Edinborough Way, #5202
Edina, MN 55435
Sunil Sapatnekar 8,000 -- 8,000
710 - 1st Ave. N.E.
Buffalo, MN 55313
Harold Bjorklund 4,000 -- 4,000
710 - 1st Ave. N.E.
Buffalo, MN 55313
475,300 6,513,032 475,300
TOTAL:
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