EXHIBIT 10.2
AMENDMENT TO
SECURITYHOLDERS AGREEMENT
THIS AMENDMENT (the "Amendment") is made as of the 21st day of
November, 2000 among Endeavor Pharmaceuticals, Inc. ("Endeavor"), the
undersigned stockholders of Endeavor (the "Stockholders"), and the Origin
Entities (as defined below).
Whereas, pursuant to that certain Series E Preferred Stock Purchase
Agreement (the "Series E Agreement") dated August 8, 2000 among Endeavor and the
purchasers identified in Schedule 1 thereto (the "Purchasers"), as amended by
that certain Amendment to Series E Preferred Stock Purchase Agreement dated
November 21, 2000 among Endeavor, the Purchasers and the Origin Entities, the
Origin Entities will purchase 505,305 shares of Series E Preferred Stock from
Endeavor in the Second Closing for $19.79 per share;
WHEREAS, capitalized but undefined terms used herein shall have the
meanings ascribed to such terms in the Series E Agreement;
WHEREAS, in connection with the Second Closing, Endeavor will issue to
Sutro a warrant to purchase up to 6,316 shares of Common Stock at an exercise
price of $21.77 per share, subject to adjustment under the terms and conditions
of such warrant;
WHEREAS, Section 11.2 of that certain Securityholders Agreement dated
August 8, 2000 between Endeavor and those securityholders signatories thereto or
otherwise bound thereby, including the Stockholders, as in effect on the date
hereof (the "Securityholders Agreement"), provides that the holders of 662/3% of
the Shares (as defined in the Securityholders Agreement) may waive the rights of
all securityholders under any provision of such agreement or amend any provision
thereof if the waiver or amendment is in writing, identifies the specific
purpose for which it is given, and is signed by (1) the holders of 662/3% of the
Shares, and (2) so long as each owns any Shares, each of GS Capital Partners II,
L.P., GS Capital Partners II Offshore, L.P., Goldman, Sachs & Co. Verwaltungs
GmbH, Stone Street Fund 1995, L.P., Bridge Street Fund 1995, L.P. (collectively,
the "Goldman Entities"), MPM BioVentures II, L.P., MPM BioVentures II-QP, L.P.,
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG, MPM Asset Management
Investors 2000 B LLC (collectively, the "MPM Entities"), Applied Analytical
Industries, Inc., Schering Berlin Venture Corporation, Noro-Moseley Partners II,
L.P. and Wakefield Group Limited Partnership;
WHEREAS, the Stockholders hold 662/3% or more of the Shares;
WHEREAS, in connection with the Second Closing, the following entities
are willing to become parties to, and Securityholders under, the Securityholders
Agreement and be bound by the terms and conditions thereof: Origin Investors,
L.P., No Margin Fund, L.P., Duquesne Fund, L.P., Steeler Fund, Ltd., Aswin
Continental, S.A., and Quantum Partners LDC (collectively, the "Origin
Entities");
WHEREAS, the Stockholders are willing to consent to the Origin Entities
becoming parties to the Securityholders Agreement upon the Origin Entities
agreeing in writing to be bound by the terms and conditions thereof;
WHEREAS, the parties hereto desire to enter into this Amendment to
amend the Securityholders Agreement to reflect the transactions that will occur
in connection with the Second Closing;
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. The Origin Entities are hereby made parties to the Securityholders
Agreement and Securityholders thereunder, and the Origin Entities agree hereby
to be bound, and are hereby bound, by all of the terms and conditions contained
in the Securityholders Agreement, as amended by this Amendment.
2. Schedule 1 to the Securityholders Agreement is hereby deleted and
replaced in its entirety in the form attached hereto as Schedule 1, reflecting
the Origin Entities as Securityholders and setting forth opposite the name of
each Securityholder the aggregate number of securities held by such
Securityholder immediately following the Second Closing to which the
Securityholders Agreement applies.
3. The definition of Registrable Securities set forth in Section 1 of the
Securityholders Agreement is hereby deleted and replaced in its entirety as
follows:
"Registrable Securities" means (i) shares of Common Stock
issued or issuable upon conversion of shares of Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, or Series E Preferred Stock, (ii) shares of Common
Stock issued or issuable upon exercise of the Sutro Warrant, the
Robinson-Humphrey Warrants or the Key Employee Warrants, (iii) any
shares of Common Stock acquired by any Securityholder pursuant to this
Agreement, and (iv) any shares of Common Stock issued as (or issuable
upon the conversion or exercise of any warrant, right, or other
security that is issued as) a dividend or other distribution with
respect to, or in exchange for, or in replacement of, the shares of
Common Stock referenced in (i), (ii) and (iii) above, excluding in all
cases, however, any securities sold (y) pursuant to a registration
statement that has been declared effective and such securities have
been disposed of pursuant to such effective registration statement, or
(z) in a transaction in which such Registrable Securities are sold
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act. For purposes of this Agreement, a Person will be deemed
to be a holder of Registrable Securities whenever such Person is the
holder of record or has the right to acquire such Registrable
Securities (by conversion or otherwise but disregarding any
restrictions upon the exercise of such right), whether or not such
acquisition has actually been effected.
4. The definition of Sutro Warrant set forth in Section 1 of the
Securityholders Agreement is hereby deleted and replaced in its entirety as
follows:
2
"Sutro Warrant" means the "Sutro Warrant" as defined in the
Series E Purchase Agreement, subject to adjustment under Section 2.5
thereof, and the warrant to purchase up to 6,316 shares of Common Stock
at an exercise price of $21.77 per share, subject to adjustment under
the terms and conditions of such warrant, issued by the Company to
Sutro in connection with the "Second Closing" as defined in the Series
E Purchase Agreement.
5. Section 1 of the Securityholders Agreement is hereby amended to add the
following definition:
"Subsequent Offering" has the meaning assigned to such term in
Section 7.12.
6. Section 7.4 of the Securityholders Agreement is hereby deleted in its
entirety.
7. Section 7.12 of the Securityholders Agreement is hereby deleted and
replaced in its entirety as follows:
7.12 "Market Stand-Off" Agreement. Each holder of
Registrable Securities hereby agrees that it will not, without the
prior written consent of the Company and the managing underwriter,
during each of the one hundred and eighty (180) day periods (or such
lesser periods as may be specified by the Company and the managing
underwriter) commencing on the date of the final prospectus relating to
the Company's Initial Public Offering and the effective date of the
first public offering of equity securities of the Company in which
Registerable Securities are included following the Initial Public
Offering (the "Subsequent Offering"), (i) lend, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock (whether such shares or
any such securities are then owned by such holder or are thereafter
acquired), or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing provisions of this Section 7.12 shall apply
only to the Company's Initial Public Offering and the Subsequent
Offering, shall not apply to the sale of any shares to an underwriter
pursuant to an underwriting agreement, and shall only be applicable to
the holders of Registrable Securities if officers, directors and
greater than five percent (5%) stockholders of the Company enter into
similar agreements. The underwriters in connection with the Company's
Initial Public Offering and Subsequent Offering are intended third
party beneficiaries of this Section 7.12 and shall have the right,
power and authority to enforce the provisions hereof as though they
were a party hereto. Notwithstanding the foregoing, nothing in this
Section 7.12 shall prevent the undersigned from making a transfer of
any Common Stock that was listed on a national stock exchange or
3
traded on Nasdaq at the time it was acquired by the holder or was
acquired by the undersigned pursuant to Rule 144A of the Securities
Act, including any shares acquired in the Company's Initial Public
Offering or Subsequent Offering. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with
respect to the Registrable Securities of each holder (and the shares or
securities of every other person subject to the foregoing restriction)
until the end of such period.
8. Except as otherwise provided herein, the Securityholders Agreement
shall remain in full force and effect.
9. This Amendment may be executed in counterparts, all of which together
shall constitute one and the same instrument.
10. This amendment shall be governed by and construed in accordance with
the laws of the State of Delaware without giving effect to the principles of
conflicts of laws.
11. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
[Remainder of this page intentionally left blank - signature pages to follow]
4
IN WITNESS WHEREOF, each of the undersigned has executed, or has caused
to be executed, this Amendment as of the date first written above.
ENDEAVOR PHARMACEUTICALS, INC.
By: /s/ R. Forrest Waldon
--------------------------------
Name: R. Forrest Waldon
Title: President
Date:
------------
ORIGIN CAPITAL MANAGEMENT, LLC
By: /s/
--------------------------------
Name:
Title:
Date:
------------
Stockholders
NORO-MOSELEY PARTNERS II, L.P.
By: Moseley & Company, II
its General Partner
By: /s/ Charles D. Moseley
--------------------------------
Name: Charles D. Moseley
Title: President
Date:
------------
WAKEFIELD GROUP LIMITED PARTNERSHIP
By: /s/
--------------------------------
Name:
Title:
Date:
------------
SCHERING BERLIN VENTURE CORPORATION
By: /s/
--------------------------------
Name:
Title:
Date:
------------
AMENDMENT TO SECURITYHOLDERS AGREEMENT - SIGNATURE PAGE
APPLIED ANALYTICAL INDUSTRIES, INC.
By: /s/
--------------------------------
Name:
Title:
Date:
------------
GS CAPITAL PARTNERS II, L.P.
By: GS Advisors, L.P.
its general partner
By: /s/
--------------------------------
Name:
Title:
Date:
------------
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: GS Advisors, II (Cayman), L.P.
its General Partner
By: GS Advisors II, Inc.
its General Partner
By: /s/
--------------------------------
Name:
Title:
Date:
------------
GOLDMAN SACHS & CO. VERWALTUNGS
GmbH
By: /s/
--------------------------------
Name:
Title:
Date:
------------
AMENDMENT TO SECURITYHOLDERS AGREEMENT - SIGNATURE PAGE
STONE STREET FUND 1995, L.P.
By: Stone Street Value Corp.
its General Partner
By: /s/
--------------------------------
Name:
Title:
Date:
------------
BRIDGE STREET FUND 1995, L.P.
By: Stone Street Value Corp.
its Managing General Partner
By: /s/
--------------------------------
Name:
Title:
Date:
------------
FREDERICK D. SANCILIO, Ph.D.
/s/ Frederick D. Sancilio
- -------------------------------
Frederick D. Sancilio, Ph. D.
Date:
------------
WATERS FOUNDATION
By: /s/ James L. Waters
--------------------------------
Name: James L. Waters
Title: Trustee
Date:
------------
AMENDMENT TO SECURITYHOLDERS AGREEMENT - SIGNATURE PAGE
MPM BIOVENTURES II, L.P.
By: MPM Asset Management II, L.P.
its General Partner
By: MPM Asset Management II LLC
its General Partner
By: /s/
--------------------------------
Name:
Title:
Date:
------------
MPM BIOVENTURES II-QP, L.P.
By: MPM Asset Management II, L.P.
its General Partner
By: MPM Asset Management II LLC
its General Partner
By: /s/
--------------------------------
Name:
Title:
Date:
------------
MPM BIOVENTURES GMBH & CO.
PARALLEL-BETEILIGUNGS KG
By: MPM Asset Management II, L.P.
its General Partner
By: MPM Asset Management II LLC
its General Partner
By: /s/
--------------------------------
Name:
Title:
Date:
------------
AMENDMENT TO SECURITYHOLDERS AGREEMENT - SIGNATURE PAGE
MPM ASSET MANAGEMENT INVESTORS 2000 B LLC
By: /s/
--------------------------------
Name:
Title:
Date:
------------
ALTA BIOPHARMA PARTNERS, L.P.
By: Alta BioPharma Management, LLC
By: /s/
--------------------------------
Name:
Title: Managing Director
Date:
------------
ENDEAVOR PHARMACEUTICALS CHASE PARTNERS (ALTA BIO), LLC
By: Alta/Chase BioPharma Management, LLC
By: /s/
--------------------------------
Name:
Title: Member
Date:
------------
ALTA EMBARCADERO BIOPHARMA PARTNERS, LLC
By: /s/
--------------------------------
Name:
Title: Under Power of Attorney
Date:
------------
SUTRO INVESTMENT PARTNERS VI LLC
By: /s/
--------------------------------
Name:
Title:
Date:
------------
AMENDMENT TO SECURITYHOLDERS AGREEMENT - SIGNATURE PAGE
SUTRO & CO. INCORPORATED
By: /s/
--------------------------------
Name:
Title:
Date:
------------
AMENDMENT TO SECURITYHOLDERS AGREEMENT - SIGNATURE PAGE
ORIGIN INVESTORS, L.P.
By: Origin Capital Management, LLC
its General Partner
By: /s/
--------------------------------
Name:
Title:
Date:
------------
NO MARGIN FUND, L.P.
By: Origin Capital Management, LLC
its Manager
By: /s/
--------------------------------
Name:
Title:
Date:
------------
DUQUESNE FUND, L.P.
By: Origin Capital Management, LLC
its Manager
By: /s/
--------------------------------
Name:
Title:
Date:
------------
STEELER FUND, L.P.
By: Origin Capital Management, LLC
its Manager
By: /s/
--------------------------------
Name:
Title:
Date:
------------
AMENDMENT TO SECURITYHOLDERS AGREEMENT - SIGNATURE PAGE
ASWIN CONTINENTAL, S.A.
By: Origin Capital Management, LLC
its Manager
By: /s/
--------------------------------
Name:
Title:
Date:
------------
QUANTUM PARTNERS LDC
By: /s/
--------------------------------
Name:
Title:
Date:
------------
AMENDMENT TO SECURITYHOLDERS AGREEMENT - SIGNATURE PAGE
Schedule 1
to
Securityholders Agreement dated August 8, 2000,
as amended November 21, 2000
Name and Address of Number of
Securityholder Security Held Shares
- ------------------- ------------- ---------
Stock:
Alta BioPharma Partners, L.P. Series E Preferred Stock 235,567
One Embarcadero Center, Suite 4050
San Francisco, CA 94111
Alta Embarcadero BioPharma, LLC Series E Preferred Stock 8,879
One Embarcadero Center, Ste. 4050
San Francisco, CA 94111
Applied Analytical Series C Preferred Stock 651,728
Industries, Inc.
1206 North 23rd St.
Wilmington, NC 28405
Attention: _______________________
Aswin Continental, S.A. Series E Preferred Stock 78,827
180 Maiden Lane, 8th Floor
New York, NY 10038
Attention: Jeanette Fazioli and
Sam Kobulnick
Thomas J. Asher Series A Preferred Stock 4,073
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Bridge Street Fund 1995, L.P. Series D Preferred Stock 6,206
c/o Goldman, Sachs & Co. Series E Preferred Stock 14,725
85 Broad Street
New York, NY 10004
Attention: Joseph H. Gleberman
Mark A. Chancey Series A Preferred Stock 3,258
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
J. Storey Charbonnet Series A Preferred Stock 4,073
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
John C. Dancu Series A Preferred Stock 6,517
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Roderick A. Dowling Series A Preferred Stock 8,146
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Duquesne Fund, L.P. Series E Preferred Stock 10,106
180 Maiden Lane, 8th Floor
New York, NY 10038
Attention: Jeanette Fazioli and
Sam Kobulnick
Endeavor Pharmaceuticals Chase Series E Preferred Stock 134,531
Partners (Alta Bio), LLC
One Embarcadero Center, Ste. 4050
San Francisco, CA 94111
Reynolds C. Faulkner Series A Preferred Stock 4,073
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
GS Capital Partners II, L.P. Series D Preferred Stock 73,546
c/o Goldman, Sachs & Co. Series E Preferred Stock 174,495
85 Broad Street
New York, NY 10004
Attention: Joseph H. Gleberman
GS Capital Partners II Series D Preferred Stock 29,237
Offshore, L.P. Series E Preferred Stock 69,368
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Joseph H. Gleberman
Goldman, Sachs & Co. Series D Preferred Stock 2,712
Verwaltungs GmbH Series E Preferred Stock 6,436
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Joseph H. Gleberman
C. MacLaine Kenan Series A Preferred Stock 4,073
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Garrison M. Kitchen Series A Preferred Stock 3,258
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
John D. Lowenberg Series A Preferred Stock 8,146
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Edward D. McCrady Series A Preferred Stock 1,629
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Nicholas A. Merrick Series A Preferred Stock 1,629
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
MPM Asset Management Investors Series E Preferred Stock 15,664
2000 B LLC
One Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
MPM BioVentures II, L.P. Series E Preferred Stock 75,088
One Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
MPM BioVentures II-QP, L.P. Series E Preferred Stock 680,343
One Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
MPM BioVentures GmbH & Co. Series E Preferred Stock 239,514
Parallel-Beteiligungs KG
One Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
No Margin Fund, L.P. Series E Preferred Stock 4,548
180 Maiden Lane, 8th Floor
New York, NY 10038
Attention: Jeanette Fazioli and
Sam Kobulnick
Noro-Moseley Series A Preferred Stock 244,398
Partners II, L.P. Series E Preferred Stock 26,540
4200 Northside Parkway
Building 9
Atlanta, GA 30327
Attention: Charles D. Moseley
George P. Novak Series A Preferred Stock 16,293
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Origin Investors, L.P. Series E Preferred Stock 159,171
120 Kearny Street, Suite 3300
San Francisco, CA 94104
Attention: Swift C. Barnes
Quantum Partners LDC Series E Preferred Stock 227,893
180 Maiden Lane, 8th Floor
New York, NY 10038
Attention: Jeanette Fazioli and
Sam Kobulnick
Alexander Purdie Series A Preferred Stock 8,146
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Frederick D. Sancilio, Ph.D. Series E Preferred Stock 38,927
2332 Ocean Point Drive
Wilmington, NC 28405
Jerome D. Sands Series A Preferred Stock 8,146
c/o The Robinson-Humphrey
Company, Inc.
3333 Peachtree Road, NE
Atlanta, GA 30326
Schering Berlin Series B Preferred Stock 162,932
Venture Corporation Series E Preferred Stock 17,693
110 East Hanover Avenue
P.O. Box 567
Cedar Hills, NJ 07927
Attention: John Nicholson
Steeler Fund, L.P. Series E Preferred Stock 24,760
180 Maiden Lane, 8th Floor
New York, NY 10038
Attention: Jeanette Fazioli and
Sam Kobulnick
Stone Street Fund 1995, L.P. Series D Preferred Stock 5,515
c/o Goldman, Sachs & Co. Series E Preferred Stock 13,084
85 Broad Street
New York, NY 10004
Attention: Joseph H. Gleberman
Sutro Investment Partners VI LLC Series E Preferred Stock 12,632
11150 Santa Monica Boulevard
Suite 1500
Los Angeles, CA 90025
Attention: Mark Tunney
Wakefield Group Limited Series A Preferred Stock 244,398
Partnership Series E Preferred Stock 26,540
1110 East Morehead St.
Charlotte, NC 28204
Attention: Thomas C. Nelson
Waters Foundation Series E Preferred Stock 31,849
47 New York Avenue
Framingham, MA 01701
Options:
Angela D. Davis Options exercisable for Common Stock 3,000
3507 Tall Pine Court
Wilmington, NC 28409
Michelle C. Hughes Options exercisable for Common Stock 1,100
7401 Montfaye Court
Wilmington, NC 28411
Dr. Thomas W. Leonard Options exercisable for Common Stock 72,018
2201 South Live Oak Parkway
Wilmington, NC 28403
Stephen F. Rizzo Options exercisable for Common Stock 72,018
105 MacKenzie Drive
Wilmington, NC 28409
Christopher Smith Options exercisable for Common Stock 18,000
7950 Old River Road
Burgaw, NC 28425
Dr. Wulf H. Utian Options exercisable for Common Stock 11,144
27500 Cedar Road
Beachwood, OH 44122
R. Forrest Waldon Options exercisable for Common Stock 144,037
6310 Seamist Court
Wilmington, NC 28409
Warrants:
Ashok J. Desai Warrant exercisable for Common Stock 500
3412 Hampshire Drive
Wilmington, NC 28409
Steven A. Fontana, Esq. Warrant exercisable for Common Stock 300
4708 Wedgefield Court
Wilmington, NC 28409
Mark P. Hayes, Ph.D. Warrant exercisable for Common Stock 300
1302 Hawthorne Road
Wilmington, NC 28403
Edward N. Hill Warrant exercisable for Common Stock 300
2709 Willow Street
Wilmington, NC 28405
Edward N. Hill Warrant exercisable for Common Stock 150
2709 Willow Street
Wilmington, NC 28405
Glen Meyer, Ph.D. Warrant exercisable for Common Stock 200
6117 Clairidge Road
Wilmington, NC 28403
The Robinson-Humphrey Robinson-Humphrey Warrant 13,500
Company, Inc. exercisable for Common Stock
3333 Peachtree Road, NE
Atlanta, GA 30326
Attention: Charles H.- Ogburn
Dean G. Shirazi, Ph.D. Warrant exercisable for Common Stock 500
6906 Myric Court
Wilmington, NC 28411
Christopher Smith Warrant exercisable for Common Stock 400
7950 Old River Road
Burgaw, NC 28425
Sutro & Co. Incorporated Warrant exercisable for 70,111
11150 Santa Monica Boulevard Common Stock
Suite 1500
Los Angeles, CA 90025
Attention: Mark Tunney
Sutro & Co. Incorporated Warrant exercisable for 6,316
11150 Santa Monica Boulevard Common Stock
Suite 1500
Los Angeles, CA 90025
Attention: Mark Tunney
James Swarbrick Warrant exercisable for Common Stock 500
106 Blue Heron Lane
Hampstead, NC 28443
William H. Underwood Warrant exercisable for Common Stock 500
1518 Portsmouth Drive
Wilmington, NC 28411
Daniel White Warrant exercisable for Common Stock 300
3506 Melissa Court
Wilmington, NC 28409
Daniel White Warrant exercisable for Common Stock 200
3506 Melissa Court
Wilmington, NC 28409
Robert R. Whittle, Ph.D. Warrant exercisable for Common Stock 500
2709 Willow Street
Wilmington, NC 28403
Robert R. Whittle, Ph.D. Warrant exercisable for Common Stock 250
2709 Willow Street
Wilmington, NC 28403