EXHIBIT 10.1
STOCK VOTING AGREEMENT
STOCK VOTING AGREEMENT, dated as of August 2, 2002 (this "AGREEMENT"),
by and between the stockholder whose name and address is set forth on the
signature page hereto ("STOCKHOLDER") and Triangle Pharmaceuticals, Inc., a
Delaware corporation (the "COMPANY").
WHEREAS, Stockholder owns, as of the date hereof, the number of shares
of the Company's Common Stock, $.001 par value per share (the "COMMON STOCK"),
set forth opposite its name on the signature page hereto (such shares of Common
Stock, together with any shares of Common Stock acquired after the date hereof
and prior to the termination hereof, hereinafter collectively referred to as the
"SHARES");
WHEREAS, the Board of Directors of the Corporation has, today, amended
the Corporation's 1996 Stock Incentive Plan (the "Plan") to (i) provide for a
one-time increase of 3,000,000 shares of Common Stock available for issuance
under the Plan, and (ii) increase the number of options which may be granted to
any one person in the aggregate per calendar year to 1,500,000, all as set forth
in the amendment attached hereto as Exhibit A (the "PLAN AMENDMENT");
WHEREAS, the Board of Directors of the Corporation has resolved and
directed that the Plan Amendment shall be subject to approval by the
stockholders of this Corporation at a special meeting to be convened for such
purpose as soon as practicable after the date hereof (the "SPECIAL MEETING");
WHEREAS, the Stockholder, believing the Plan Amendment to be in the
best interests of the Corporation, wishes to approve the Plan Amendment and to
facilitate its approval by the requisite vote of the holders of Common Stock at
the Special Meeting by entering into this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, the parties agree as follows:
1. AGREEMENT TO VOTE.
1.1 AGREEMENT TO VOTE. Stockholder hereby revokes any and all
previous proxies with respect to the Shares held of record or beneficially by
Stockholder and irrevocably agrees to vote and otherwise act, with respect to
all of the Shares, for (i) the approval of the Plan Amendment and (ii) any other
actions related to (i), and against any proposal or transaction which could
prevent or delay the approval of the Plan Amendment, at the Special Meeting or
any meeting or meetings of the stockholders of the Company, and any adjournment,
postponement or continuation thereof, at which the Plan Amendment or such other
related actions are submitted for the consideration and vote of the stockholders
of the Company. The foregoing shall remain in effect with respect to the Shares
until the termination of this Agreement. Stockholder shall execute such
additional documents as the Company may reasonably request to effectuate the
foregoing.
1.2 PROXY. Stockholder hereby grants to, and appoints Xxxxxx
Xxxxxxxx, Xx. and R. Xxxxxx Xxxxxx, each of them individually, Stockholder's
irrevocable (until the termination of this Agreement) proxy and attorney-in-fact
(with full power of substitution) to vote the Shares as indicated in Section 1.1
above. Stockholder intends this proxy to be irrevocable (until the termination
of this Agreement) and coupled with an interest and will take such further
action and execute such other instruments as may be necessary to effectuate the
intent of this proxy.
2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder
hereby represents and warrants as follows:
2.1 OWNERSHIP OF SHARES. Stockholder is the beneficial owner,
and has sole power to vote and dispose of the Shares. On the date hereof, the
Shares constitute all of the outstanding shares of Common Stock owned of record
or beneficially by Stockholder.
2.2 AUTHORITY; BINDING AGREEMENT. Stockholder has the full
legal right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The execution and delivery of this Agreement
by Stockholder will not violate any other agreement to which Stockholder is a
party, including, without limitation, any voting agreement, stockholders'
agreement or voting trust. This Agreement has been duly executed and delivered
by Stockholder and constitutes a legal, valid and binding agreement of
Stockholder, enforceable in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and
similar laws now or hereafter in effect affecting creditors' rights and remedies
generally or general principles of equity. Neither the execution and delivery of
this Agreement nor the consummation by Stockholder of the transactions
contemplated hereby will (i) violate, or require any consent, approval or notice
under any provision of any judgment, order, decree, statute, law, rule or
regulation applicable to Stockholder or the Shares or (ii) constitute a
violation of, conflict with or constitute a default under, any contract,
commitment, agreement, understanding, arrangement or other restriction of any
kind to which Stockholder is a party or by which Stockholder is bound.
3. COVENANTS OF STOCKHOLDER.
3.1 Except as permitted by the terms of this Agreement or in a
manner which would cause the Shares to be voted in accordance with Section 1
hereof, Stockholder hereby covenants and agrees that prior to the termination of
this Agreement, Stockholder shall not, directly or indirectly grant any proxies
or powers of attorney with respect to any Shares, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any Shares, or
take and action that would make any representation or warranty of Stockholder
contained herein untrue or incorrect or would result in breach by Stockholder of
its obligations under this Agreement.
3.2 AGREEMENT TO RETAIN SHARES PENDING RECORD DATE. The
Company has established the close of business on Monday, August 5, 2002 as the
record date for the Special Meeting (the "RECORD DATE"). Between the date here
of and the close of business on the day after the Record Date, Stockholder shall
not sell, assign, or transfer, or authorize any brokerage firm or nominee holder
of the Shares to sell, assign, or transfer the Shares.
4. NOTIFICATIONS. The Stockholder shall, while this
Agreement is in effect, notify the Company promptly, but in no event later
than two days, of any shares of Common Stock acquired by Stockholder after
the date hereof or disposed of by Stockholder after the Record Date.
5. TERMINATION. This Agreement shall terminate on the earlier
of (i) the day after the date of the Special Meeting and any adjournment,
postponement or continuation thereof, at which the Plan Amendment or such
other related actions are submitted for the consideration and vote of the
stockholders of the Company or (ii) if no such meeting shall have taken place
before such date, on December 31, 2002.
6. ACTION IN STOCKHOLDER CAPACITY ONLY. If the Stockholder is
an officer or director of the Company, or if a representative of the
Stockholder is an officer or director of the Company, the Stockholder does
not make any agreement or understanding herein as an officer or director of
the Company; rather, Stockholder signs solely in Stockholder's capacity as a
record holder and beneficial owner of the Shares, and nothing herein shall
limit or affect any actions taken in Stockholder's capacity as an officer or
director of the Company, including without limitation the exercise of such
Stockholder's or representative's duties as an officer or director.
7. MISCELLANEOUS.
7.1 NOTICES. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
delivered personally or by next-day courier or telecopied (with confirmation
of receipt) to the parties at the addresses specified below (or at such other
address for a party as shall be specified by like notice; provided that
notices of a change of address shall be effective only upon receipt thereof).
Any such notice shall be effective upon receipt, if personally delivered or
telecopied or one day after delivery to a courier for next-day delivery.
IF TO THE COMPANY:
Triangle Pharmaceuticals, Inc.
0 Xxxxxxxxxx Xxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Attn: R. Xxxxxx Xxxxxx, Esq.
Fax Number: 000-000-0000
WITH A COPY TO:
Smith, Anderson, Blount, Dorsett,
Xxxxxxxx & Xxxxxxxx, L.L.P.
0000 Xxxxx Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Fax Number: 000-000-0000
IF TO STOCKHOLDER:
To the address set forth on the signature page hereto.
7.2 DEFINITIONS. For purposes of this Agreement:
(a) "beneficially own" with respect to any securities shall
mean having "beneficial ownership" of such securities (as determined pursuant
to Rule 13d-3 of the Exchange Act), including pursuant to any agreement,
arrangement or understanding whether or not in writing. Without duplicative
counting of the same securities by the same holder, securities beneficially
owned by a Person shall include securities beneficially owned by all other
Persons with such Person would constitute a "group" as described in Section
13(d)(3) of the Exchange Act.
(b) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(c) "Person" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization
or other entity.
7.3 ENTIRE AGREEMENT. This Agreement, together with the
documents expressly referred to herein, constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and
oral, among the parties or any of them, with respect to the subject matter
contained herein.
7.4 AMENDMENTS. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
7.5 ASSIGNMENT. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other party. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and
their respective personal representatives, successors and permitted assigns;
provided, however, that this Agreement shall not be binding upon any party to
whom the Stockholder transfers or disposes any Shares in a bona fide
transaction.
7.6 GOVERNING LAW. This Agreement, and all matters
relating hereto, 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 thereof.
7.7 INJUNCTIVE RELIEF; JURISDICTION. Stockholder agrees
that irreparable damage would occur and that the Company would not have any
adequate remedy at law in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the Company shall be
entitled to an injunction or injunctions to prevent breaches by Stockholder
of this Agreement and to enforce specifically the terms and provisions of
this Agreement in any court of the United States located in the State of
North Carolina or in any North Carolina state court (collectively, the
"COURTS"), this being in addition to any other remedy to which the Company
may be entitled at law or in equity. In addition, each of the parties hereto
(i) irrevocably consents to the submission of such
party to the personal jurisdiction of the Courts in the event that any
dispute arises out of this Agreement or any of the transactions contemplated
hereby, (ii) agrees that such party will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any of the
Courts and (iii) agrees that such party will not bring any action relating to
this Agreement or any of the transactions contemplated hereby in any court
other than the Courts.
7.8 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same document.
7.9 SEVERABILITY. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.
[Signatures appear on next page]
* * * * * *
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: /s/ Xxxxx X.Xxxxxx
-----------------------
Name: Xxxxx X. Xxxxxx
Title: President & COO
STOCKHOLDER: ____________________*
Number of Shares of Common Stock
held by Stockholder:
By: ______________________________ ____________________________
Name:
Title:
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXX LABORATORIES*
Number of Shares of Common Stock
held by Stockholder:
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President, Finance
and Chief Financial Officer
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXXX X. XXXXX*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxx X. Xxxxx
------------------------------- -----------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXXXX XXXXXXX*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title:
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXXX FAMILY TRUST*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Trustee
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXXX FAMILY CHILDREN'S TRUST*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Trustee
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: FORWARD II ASSOCIATES, LLC*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Managing Member
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: FORWARD VENTURES II, LP*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Managing Member
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: FORWARD VENTURES III, LP*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Managing Member
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: FORWARD VENTURES IV, LP*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Managing Member
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: FORWARD VENTURES IV B, LP*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Managing Member
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXX XXXXXXXX*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxx Xxxxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx Xxxxxxxx
Title:
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXXXXX ASSOCIATES PENSION PLAN*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxx Xxxxxxxxx
------------------------------- -----------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Trustee
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXX XXXXXXXX *
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxx XxXxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx XxXxxxxx
Title:
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXXXXX X. XXXXXXXX TRUST*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxx XxXxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx XxXxxxxx
Title: Trustee
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: BIJOU TRUST*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxx XxXxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx XxXxxxxx
Title: Power of Attorney
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXX XXXXXXXX*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxx XxXxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx XxXxxxxx
Title: Power of Attorney
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: GEM TRUST*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxx XxXxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx XxXxxxxx
Title: Power of Attorney
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXXX & XXXXXX XXXXXXXX TRUST*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxx XxXxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx XxXxxxxx
Title: Trustee
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: _______________________
Name:
Title:
STOCKHOLDER: XXXXXXXXXX XXXXXXXXX XXXXXXXX TRUST*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxx XxXxxxxx
------------------------------- -----------------------------------
Name: Xxxxxx XxXxxxxx
Title: Trustee
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: QFINANCE, INC. *
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxx Xxxxxxx
------------------------------- -----------------------------------
Name: Xxxxx Xxxxxxx
Title: Chief Financial Officer and
Executive VP
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: XXXXX X. XXXXXX*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxx X. Xxxxxx
------------------------------- -----------------------------------
Name: Xxxxx X. Xxxxxx
Title:
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: THE XXXXXX XXXXXXX FOUNDATION*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxx X. Xxxxxx
------------------------------- -----------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: VENROCK ASSOCIATES*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxx Xxxxx
------------------------------- -----------------------------------
Name: Xxxxxxx Xxxxx
Title:
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: VENROCK ASSOCIATES II, LP*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxx Xxxxx
------------------------------- -----------------------------------
Name: Xxxxxxx Xxxxx
Title:
Address:
Attention:
Fax Number:
---------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
[SIGNATURE PAGE TO STOCK VOTING AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.
TRIANGLE PHARMACEUTICALS, INC.
By: ________________________
Name:
Title:
STOCKHOLDER: WARBURG PINCUS PRIVATE EQUITY VIII, LP*
Number of Shares of Common Stock held
by Stockholder:
By: /s/ Xxxxxxxx Xxxx
------------------------------- -----------------------------------
Name: Xxxxxxxx Xxxx
Title: Partner
Address:
Attention:
Fax Number:
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* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.
