Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. The parties are executing this Agreement on the date set forth in the introductory clause. DARÉ BIOSCIENCE, INC. By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx, CEO STOCKHOLDERS POLARIS VENTURE PARTNERS IV, L.P By: Polaris Venture Management Co. IV, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IV, L.P. By: Polaris Venture Management Co. IV, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS V, L.P By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact [Signature Page to Support Agreement] POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND V, L.P. By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS FOUNDERS’ FUND V, L.P. By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS SPECIAL FOUNDERS’ FUND V, L.P By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact STOCKHOLDER /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxxxxxx X. X. Xxxxxxx Name: Xxxxxxxxxxx X. X. Xxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx X. Xxxxxx Name: Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxx X. XxXxx Name: Xxxxxxx X. XxXxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx Xxxx Xxxxxxxxx Name: Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Stockholder Address for Notices: E-mail: Facsimile: Schedule A Name of Stockholder Number of Shares of Company Common Stock Company Stock Options Company Warrants Xxxxxx X. Xxxxxxxx 13,104 42,000 Xxxx X. Xxxxx 4,857,206 64,232 30,430 Xxxx X. Xxxxxxxx 8,546 153,000 Xxxxxxxxxxx X.X. Xxxxxxx 12,489 861,977 Xxxxx X. Xxxxxx 53,000 Xxxxxxx X. XxXxx 3,418 53,000 Xxxxx X. Xxxxxxxxx 28,488 53,000 Polaris Venture Partners Entrepreneurs Fund V, L.P. 61,353 471 Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 26,351 98 Polaris Venture Partners Founders’ Fund V, L.P. 21,562 165 Polaris Venture Partners IV, L.P. 1,405,750 5,242 Polaris Venture Partners Special Founders’ Fund V, L.P. 31,478 241 Polaris Venture Partners V, L.P. 3,148,044 24,213 Xxxxxxx X. Xxxxxxxxx 103,039 53,000 379 Xxxxx X. Xxxx 193,700 42,000
Appears in 2 contracts
Samples: Support Agreement (Dare Bioscience, Inc.), Support Agreement (Cerulean Pharma Inc.)
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. [Remainder of Page Intentionally Left Blank. Signature Pages Follow.] The parties are executing this Agreement on the date set forth in the introductory clause. DARÉ BIOSCIENCE, INC. XXX XXXXX AND COMPANY By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx XxxxxxxXxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman, CEO STOCKHOLDERS POLARIS VENTURE PARTNERS President and Chief Executive Officer BLUEGILL ACQUISITION CORPORATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President [Signature Page to Tender and Support Agreement] KPCB Holdings, Inc., as Nominee By: /s/ Xxxxx X Xxxxx Name: Xxxxx X. Xxxxx Title: President and Chairman Address: 0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 [Signature Page to Tender and Support Agreement] OrbiMed Private Investments IV, L.P LP By: Polaris Venture Management Co. IV, L.L.C., OrbiMed Capital XX XX LLC. its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IVOrbiMed Advisors LLC, L.P. its Managing Member By: Polaris Venture Management Co. IV/s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member OrbiMed Private Investments V, L.L.C., LP By: OrbiMed Capital GP V LLC. its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS VOrbiMed Advisors LLC, L.P its Managing Member By: Polaris /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member Address: 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 [Signature Page to Tender and Support Agreement] QUAN VENTURE FUND I, L.P. By: Quan Venture Management Co. VPartners I, L.L.C., its L.L.C. Its: General Partner By: /s/ Xxxxxx Xx Name: Xxxxxx Xx Title: Managing Director Address: Jinchuang Plaza 4560 Jinke Rd., Bldg. 1N, Suite 000 Xxxxxxxxxx Xx-xxxx Xxxx, Xxxxxx Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact Xxxx Xxxxxxxx, Xxxxx 000000 [Signature Page to Tender and Support Agreement] POLARIS VENTURE PARTNERS ENTREPRENEURS’ DECHENG CAPITAL CHINA LIFE SCIENCES USD FUND VII, L.P. By: Polaris Venture Management Co. V, L.L.C., its General Partner Partner, Decheng Capital Management II (Cayman), LLC By: /s/ Xxxxxxxx Xxx Xxxxxxxxx Xxxxxxxx Xxx Xxxxxxxxx AttorneyManaging Director Address: 0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, XX 00000 [Signature Page to Tender and Support Agreement] /s/ Xxxxx Van Vlasselaer, Ph.D. Xxxxx Van Vlasselaer, Ph.D. Address: 0000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 [Signature Page to Tender and Support Agreement] EXHIBIT A FORM OF SPOUSAL CONSENT The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), entered into as of May 9, 2018, by and among Xxx Xxxxx and Company, an Indiana corporation (“Parent”), Bluegill Acquisition Corporation, a Delaware corporation and a wholly-in-fact POLARIS VENTURE PARTNERS FOUNDERS’ FUND Vowned subsidiary of Parent (“Merger Sub”), L.P. Byand the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: Polaris Venture Management Co. VMay 9, L.L.C., its General Partner By2018 SPOUSE: Signature: /s/ Xxxx Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS SPECIAL FOUNDERS’ FUND V, L.P By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact STOCKHOLDER /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxx Xxxxx NamePrint name: Xxxx Xxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxx Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxxxxxx X. X. Xxxxxxx Name: Xxxxxxxxxxx X. X. Xxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx X. Xxxxxx Name: Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxx X. XxXxx Name: Xxxxxxx X. XxXxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx Xxxx Xxxxxxxxx Name: Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Stockholder Address for Notices: E-mail: Facsimile: [Signature Page to Tender and Support Agreement] Schedule A Name of Stockholder Number of Shares of Company Common Stock Company Stock Options Company Warrants Xxxxxx X. Xxxxxxx Xxxxxxx Xxxxxxxx 13,104 42,000 Xxxx X. & Xxxxx 4,857,206 64,232 30,430 Xxxx X. XIV, LLC (signed for by KPCB Holdings, Inc., as Nominee) 3,475,576 — KPCB XIV Founders Fund, LLC (signed for by KPCB Holdings, Inc., as Nominee) 294,029 — Xxxxxxx Xxxxxxx Xxxxxxxx 8,546 153,000 Xxxxxxxxxxx X.X. Xxxxxxx 12,489 861,977 & Xxxxx X. Xxxxxx 53,000 Xxxxxxx X. XxXxx 3,418 53,000 Xxxxx X. Xxxxxxxxx 28,488 53,000 Polaris Venture Partners Entrepreneurs Fund XVI, LLC (signed for by KPCB Holdings, Inc., as Nominee) 480,625 — KPCB XVI Founders Fund, LLC (signed for by KPCB Holdings, Inc., as Nominee) 16,453 — OrbiMed Private Investments IV, LP 3,709,356 — OrbiMed Private Investments V, L.P. 61,353 471 Polaris Venture Partners Entrepreneurs’ LP 409,547 — Decheng Capital China Life Sciences USD Fund IVII, L.P. 26,351 98 Polaris 1,214,700 — Quan Venture Partners Founders’ Fund VI, L.P. 21,562 165 Polaris Venture Partners IV404,900 — Xxxxx Van Vlasselaer, L.P. 1,405,750 5,242 Polaris Venture Partners Special Founders’ Fund VPh.D. 809,865 1,025,528 [Schedule A to Tender and Support Agreement] EXHIBIT A FORM OF SPOUSAL CONSENT The undersigned represents that the undersigned is the spouse of Stockholder and that the undersigned is familiar with the terms of the Tender and Support Agreement (the “Agreement”), L.P. 31,478 241 Polaris Venture Partners Ventered into as of May 9, L.P. 3,148,044 24,213 Xxxxxxx X. Xxxxxxxxx 103,039 53,000 379 Xxxxx X. Xxxx 193,700 42,0002018, by and among Xxx Lilly and Company, an Indiana corporation (“Parent”), Bluegill Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned’s spouse (the “Stockholder”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Agreement. The undersigned hereby agrees that the interest of Stockholder in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement and by any amendment, modification, waiver or termination signed by Stockholder. The undersigned further agrees that the undersigned’s community property interest in all property which is the subject of such Agreement shall be irrevocably bound by the terms of such Agreement, and that such Agreement shall be binding on the executors, administrators, heirs and assigns of the undersigned. The undersigned further authorizes Stockholder to amend, modify or terminate such Agreement, or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by Stockholder shall be binding on the community property interest of undersigned in all property which is the subject of such Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: [•] SPOUSE: Signature:
Appears in 1 contract
Samples: Tender and Support Agreement
Stockholder Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. Further, Parent and Merger Sub agree that no Stockholder will be liable for claims, losses, damages, liabilities or other obligations of, or incurred by, the Company resulting from the Company’s breach of the Merger Agreement except to the extent that breach of such Stockholder’s obligations hereunder was also involved in such breach by the Company. The parties are executing this Agreement on the date set forth in the introductory clause. DARÉ BIOSCIENCE, INC. XXX XXXXX AND COMPANY By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx XxxxxxxXxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chairman, CEO STOCKHOLDERS POLARIS VENTURE PARTNERS President and Chief Executive Officer BLUEGILL ACQUISITION CORPORATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President KPCB Holdings, Inc., as Nominee By: /s/ Xxxxx X Xxxxx Name: Xxxxx X. Xxxxx Title: President and Chairman Address: 0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxx 00000 [Signature Page to Tender and Support Agreement] OrbiMed Private Investments IV, L.P LP By: Polaris Venture Management Co. IV, L.L.C., OrbiMed Capital XX XX LLC. its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND IVOrbiMed Advisors LLC, L.P. its Managing Member By: Polaris Venture Management Co. IV/s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member OrbiMed Private Investments V, L.L.C., LP By: OrbiMed Capital GP V LLC. its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS VOrbiMed Advisors LLC, L.P its Managing Member By: Polaris /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Member Address: 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 [Signature Page to Tender and Support Agreement] QUAN VENTURE FUND I, L.P. By: Quan Venture Management Co. VPartners I, L.L.C., its L.L.C. Its: General Partner By: /s/ Xxxxxx Xx Name: Xxxxxx Xx Title: Managing Director Address: Jinchuang Plaza 4560 Jinke Rd., Bldg. 1N, Suite 000 Xxxxxxxxxx Xx-xxxx Xxxx, Xxxxxx Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxx 000000 DECHENG CAPITAL CHINA LIFE SCIENCES USD FUND II, L.P. By: its General Partner, Decheng Capital Management II (Cayman), LLC By: /s/ Xxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact Xxxxxxxx Xxx Managing Director Address: 0000 Xxxx Xxxx Xxxx, Xxxxxxxx 0, Xxxxx 000 Xxxxx Xxxx, XX 00000 [Signature Page to Tender and Support Agreement] POLARIS VENTURE PARTNERS ENTREPRENEURS’ FUND V, L.P. By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS FOUNDERS’ FUND V, L.P. By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact POLARIS VENTURE PARTNERS SPECIAL FOUNDERS’ FUND V, L.P By: Polaris Venture Management Co. V, L.L.C., its General Partner By: /s/ Xxx Xxxxxxxxx Xxx Xxxxxxxxx Attorney-in-fact STOCKHOLDER /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxxxxxx X. X. Xxxxxxx Name: Xxxxxxxxxxx X. X. Xxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx X. Xxxxxx NameVan Vlasselaer, Ph.D. Xxxxx Van Vlasselaer, Ph.D. Address: Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxx X. XxXxx Name: Xxxxxxx X. XxXxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx 0000 Xxxxxxxx Xxxx Xxxxxxxxx Name: Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Stockholder Address for Notices: E-mail: Facsimile: STOCKHOLDER /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Stockholder Address for Notices: E-mail: Facsimile: Schedule A Name of Stockholder Number of Shares of Company Common Stock Company Stock Options Company Warrants Xxxxxx X. Xxxxxxxx 13,104 42,000 Xxxx X. Xxxxx 4,857,206 64,232 30,430 Xxxx X. Xxxxxxxx 8,546 153,000 Xxxxxxxxxxx X.X. Xxxxxxx 12,489 861,977 Xxxxx X. Xxxxxx 53,000 Xxxxxxx X. XxXxx 3,418 53,000 Xxxxx X. Xxxxxxxxx 28,488 53,000 Polaris Venture Partners Entrepreneurs Fund VXxxxxxxx, L.P. 61,353 471 Polaris Venture Partners Entrepreneurs’ Fund IV, L.P. 26,351 98 Polaris Venture Partners Founders’ Fund V, L.P. 21,562 165 Polaris Venture Partners IV, L.P. 1,405,750 5,242 Polaris Venture Partners Special Founders’ Fund V, L.P. 31,478 241 Polaris Venture Partners V, L.P. 3,148,044 24,213 Xxxxxxx X. Xxxxxxxxx 103,039 53,000 379 Xxxxx X. Xxxx 193,700 42,000XX 00000 EXHIBIT A
Appears in 1 contract
Samples: Tender and Support Agreement (ARMO BioSciences, Inc.)
