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EXHIBIT 10.20
FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT
AGREEMENT, dated as of December 17, 1998 by and among Aspect Medical
Systems, Inc., a Delaware corporation (the "Company"), those persons whose names
are set forth under the heading "Preferred Shareholders" on Schedule I hereto
(the "Preferred Shareholders"); and each of the persons who is currently a
holder of the Common Stock, $.01 par value per share (the "Common Stock"), of
the Company, or a holder of options to purchase shares of the Common Stock, and
whose name is listed under the heading "Key Stockholders" on Schedule II hereto,
and each of the persons who shall, after the date hereof, acquire shares of
Common Stock of the Company or options to purchase Common Stock and join in and
become a party to this Agreement by executing and delivering to the Company an
Instrument of Accession in the form of Schedule III hereto (such persons being
hereinafter referred to collectively as the "Key Stockholders").
WHEREAS, certain of the Preferred Shareholders and the Key
Stockholders, are parties to a Third Amended and Restated Right of First Refusal
and Co-Sale Agreement dated as of February 13, 1998 (the "Old Co-Sale
Agreement"), pursuant to which such Key Stockholders agreed to certain
restrictions with respect to the transfer of their equity securities of the
Company;
WHEREAS, pursuant to a Series E Convertible Preferred Stock and Warrant
Purchase Agreement dated as of the date hereof (the "Purchase Agreement")
certain of the Preferred Shareholders identified in Schedule I are purchasing
(a) Series E Convertible Preferred Stock, $.01 par value per share (the "Series
E Preferred Stock") and (b) warrants (the "Warrants") to purchase shares of
Common Stock, $.01 par value per share, of the Company (the "Common Stock"); and
WHEREAS, it is a condition to the obligations of such Preferred
Shareholders under the Series E Purchase Agreement that this Agreement be
executed by the parties hereto to amend and restate the Old Co-Sale Agreement as
set forth herein, and the parties are willing to execute this Agreement and to
be bound by the provisions hereof.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. Amendment to Old Co-Sale Agreement. The Old Co-Sale Agreement is
hereby amended and restated upon the terms and conditions contained in this
Agreement to read in its entirety as provided herein.
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2. Definition of Shares. The term "Shares" shall mean and include all
equity securities of the Company (including without limitation, the Warrants)
owned by the Key Stockholders, whether presently held or hereafter acquired.
3. First Offer. (a) If at any time any of the Key Stockholders wishes
to sell, assign, transfer or otherwise dispose of any or all of such Key
Stockholder's Shares pursuant to the terms of a bona fide offer received from a
third party, such Key Stockholder shall submit a written offer to sell such
Shares to the Company on terms and conditions, including price, not less
favorable to the Company than those on which such Key Stockholder proposes to
sell such Shares to such third party (the "First Offer"). The First Offer shall
disclose the identity of the proposed purchaser or transferee, the Shares
proposed to be sold or transferred (the "Offered Shares"), the agreed terms of
the sale or transfer and any other material facts relating to the sale or
transfer. Within fifteen (15) days after receipt of the First Offer, the Company
shall give notice to the Key Stockholder of its intent to purchase all or any
portion of the Offered Shares on the same terms and conditions as set forth in
the First Offer. If the Company does not elect to purchase all of the Offered
Shares, then there shall be no right to purchase shares pursuant to this Section
3(a). The Company shall act upon the First Offer as soon as practicable after
receipt of the First Offer, and in any event within fifteen (15) days after
receipt thereof. In the event that the Company shall elect to purchase all or
part of the Offered Shares covered by the First Offer, the Company shall
communicate in writing such election to purchase to whichever of the Key
Stockholders has made the First Offer, which communication shall be delivered by
hand or mailed to such Key Stockholder at the address set forth on Schedule II
hereto and as described in Section 7 below and shall, when taken in conjunction
with the First Offer be deemed to constitute a valid, legally binding and
enforceable agreement for the sale and purchase of the Shares covered thereby.
In the event that the Company does not purchase all of the Offered
Shares offered by the Key Stockholder pursuant to and within thirty (30) days
after the First Offer, the agreement to purchase the Offered Shares shall be
deemed null and void. Notwithstanding the provisions of this subsection (a), the
Key Stockholder proposing to sell the Offered Shares shall have the discretion
to allow the Company to buy a portion of such Offered Shares.
(b) If the Company fails to purchase all or, subject to the Key
Stockholder's consent, any part of the Offered Shares, the Key Stockholder shall
submit a written offer (the "Second Offer") to sell such Offered Shares (the
"Remaining Shares") to the Preferred Shareholders on terms and conditions,
including price, not less favorable to the Preferred Shareholders than those on
which such Key Stockholder proposes to sell such Remaining Shares to the third
party. The Second Offer shall also disclose the identity of the proposed
purchaser or transferee, the Remaining Shares proposed to be sold or
transferred, the agreed terms of the sale or transfer and any other material
facts relating to the sale or transfer. Within fifteen (15) days after receipt
of
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the Second Offer, the Preferred Shareholders shall give notice to the Key
Stockholder of their intent to purchase all or any portion of the Remaining
Shares on the same terms and conditions as set forth in the Second Offer. Each
Preferred Shareholder shall have the right to purchase that number of the
Remaining Shares as shall be equal to the aggregate Remaining Shares multiplied
by a fraction, the numerator of which is the number of shares of Common Stock of
the Company then owned by such Preferred Shareholder (including any shares of
Common Stock deemed to be owned hereunder on the date of the second offer, being
a number of shares equal to (i) that into which the Series A-1 Convertible
Preferred Stock, $.01 par value per share (the "Series A-1 Preferred Stock"),
Series B-1 Convertible Preferred Stock, $.01 par value per share (the "Series
B-1 Preferred Stock"), Series C Convertible Preferred Stock, $.01 par value per
share (the "Series C Preferred Stock"), Series D Convertible Preferred Stock,
$.01 par value per share (the "Series D Preferred Stock"), Series E Preferred
Stock, Series A-2 Convertible Preferred Stock, $.01 par value per share (the
"Series A-2 Preferred Stock"), Series B-2 Convertible Preferred Stock, $.01 par
value per share (the "Series B-2 Preferred Stock"), Series C-2 Convertible
Preferred Stock, $.01 par value per share (the "Series C-2 Preferred Stock"),
Series D-2 Convertible Preferred Stock, $.01 par value per share (the "Series
D-2 Preferred Stock"), and Series E-2 Convertible Preferred Stock, $.01 par
value per share (the "Series E-2 Preferred Stock" and together with the Series
A-1 Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, Series E Preferred Stock, Series A-2 Preferred Stock,
Series B-2 Preferred Stock, Series C-2 Preferred Stock and Series D-2 Preferred
Stock, the "Preferred Stock"), held by such Preferred Shareholder is convertible
and (ii) the shares of Common Stock issuable upon exercise of the Warrants), and
the denominator of which is the aggregate number of shares of said Common Stock
then issued and outstanding and held by (and deemed to be held by) all the
Preferred Shareholders. (The amount of shares each Preferred Shareholder or
Qualified Transferee, as that term is defined below, is entitled to purchase
under this Section 3 shall be referred to as its "Pro Rata Fraction"). Each
Preferred Shareholder shall have the right to transfer its right to any Pro Rata
Fraction or part thereof to any Qualified Transferee. In the event a Preferred
Shareholder does not wish to purchase or to transfer its right to purchase its
Pro Rata Fraction, then any Preferred Shareholders who so elect shall have the
right to purchase, on a pro rata basis with any other Preferred Shareholders who
so elect, any Pro Rata Fraction not purchased by a Preferred Shareholder or
Qualified Transferee. If the Preferred Shareholders do not elect to purchase all
of the Offered Shares, then there shall be no right to purchase shares pursuant
to this Section 3(b). Each Preferred Shareholder shall act upon the Second Offer
as soon as practicable after receipt of the Second Offer, and in all events
within fifteen (15) days after receipt thereof. Each Preferred Shareholder shall
have the right to accept the Second Offer as to all or part of the Remaining
Shares offered thereby. In the event that a Preferred Shareholder shall elect to
purchase all or part of the Remaining Shares covered by the Second Offer, said
Preferred Shareholder shall individually communicate in writing such election to
purchase to whichever of the Key Stockholders has made the Second Offer
(including
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in such writing the number of Remaining Shares such Preferred Shareholder would
like to purchase, which, subject to the pro rata reduction set forth above, may
be in excess of such Preferred Shareholder's Pro Rata Fraction), which
communication shall be delivered by hand or mailed to such Key Stockholder at
the address set forth on Schedule II hereto and as described in Section 7 below
and shall, when taken in conjunction with the Second Offer be deemed to
constitute a valid, legally binding and enforceable agreement for the sale and
purchase of the Shares covered thereby.
In the event that the Preferred Shareholders do not purchase all of the
Remaining Shares offered by the Key Stockholder pursuant to and within thirty
(30) days after the Second Offer, each such agreement to purchase the Remaining
Shares shall be deemed null and void, and such Remaining Shares may be sold by
such Key Stockholder at any time within ninety (90) days after the expiration of
the Second Offer. Any such sale shall be at not less than the price and upon
other terms and conditions, if any, not more favorable to the purchaser than
those specified in the Second Offer. Notwithstanding the provisions of this
subsection (b), the Key Stockholder proposing to sell the Remaining Shares shall
have the discretion to allow the Preferred Shareholders to buy a portion of such
Remaining Shares. Any Remaining Shares not sold within such 90-day period shall
continue to be subject to the requirements of a prior offer and re-sale pursuant
to this section.
For the purposes of this Agreement, a "Qualified Transferee" shall mean
any person (i) who is a Preferred Shareholder, (ii) who is an affiliate, as that
term is defined in Section 405 of the Securities Act of 1933, as amended, of a
Preferred Shareholder, (iii) who is a partner, member or stockholder of a
Preferred Shareholder, (provided that if such Preferred Shareholder is
publicly-traded, then such transferee must hold at least 10% of the outstanding
voting securities of such Preferred Shareholder), or (iv) who acquires at least
25,000 shares of Preferred Stock of the Company (appropriately adjusted for
stock splits, stock dividends, reclassifications, recapitalizations or other
similar events).
4. Right of Participation in Sales by Key Stockholders. If at any time
any Key Stockholder wishes to sell, or otherwise dispose of any of its Shares to
any person (the "Purchaser") in a transaction which is subject to the provisions
of Section 3 hereof, each Preferred Shareholder shall have the right to require,
as a condition to such sale or disposition, that the Purchaser purchase from
said Preferred Shareholder at the same price per Share and on the same terms and
conditions as involved in such sale or disposition by the Key Stockholder the
same percentage of shares owned (and deemed to be owned hereunder) by such
Preferred Shareholder as such sale or disposition (as finally consummated)
represents with respect to said Shares then owned by whichever of the Key
Stockholders is selling. Any purchase of less than all of such shares by the
Purchaser shall be made from the Key Stockholder and each participating
Preferred Shareholder pro rata based upon the relative amount of such Shares
that the Key Stockholder and each participating Preferred Shareholder is
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otherwise entitled to sell pursuant to this Section 4. Each Preferred
Shareholder wishing so to participate in any such sale or disposition shall
notify the selling Key Stockholder of such intention as soon as practicable
after receipt of the Second Offer made pursuant to Section 3, and in all events
within fifteen (15) days after receipt thereof. In the event that a Preferred
Shareholder shall elect to participate in such sale or disposition, said
Preferred Shareholder shall individually communicate such election to the
selling Key Stockholder, which communication shall be delivered by hand or
mailed to such Key Stockholder at the address set forth on Schedule II hereto
and as described in Section 7 below. The provisions of this Section 4 shall not
apply to the sale of any Shares by a Key Stockholder to the Company or a
Preferred Shareholder pursuant to an offer under Section 3.
5. Limitations on Rights of Preferred Shareholders. Anything herein to
the contrary notwithstanding, the provisions of Sections 3 and 4 shall not apply
to any transfer of Shares by a Key Stockholder (i) by gift or bequest or through
inheritance to, or for the benefit of such Key Stockholder's spouse, children,
parents or siblings, or (ii) by gift to any third party, provided, however, such
third party gift has been approved by a majority of the Board of Directors (not
including the vote of the applicable Key Stockholder if such Key Stockholder is
a member of the Board of Directors), and provided, further, that all gifts
pursuant to this clause (ii) shall not in the aggregate exceed 15% of any such
Key Stockholder's Shares. Anything herein to the contrary notwithstanding, the
provisions of Section 4 shall not apply to the transfer by a Key Stockholder of
no more than 15% of such Key Stockholder's Shares to a third party in any
calendar year.
6. Termination. This Agreement, and the respective rights and
obligations of the parties hereto, shall terminate upon the completion of a firm
commitment underwritten public offering of shares of Common Stock in which the
aggregate gross proceeds shall be at least $20,000,000 and the price paid by the
public for such shares shall be at least $14.00 per share, which number shall be
proportionately adjusted for stock splits, stock dividends, combinations,
reorganizations and other similar events including a change in capital structure
of the Company.
7. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given when delivered or mailed by first
class, registered or certified mail (air mail if to or from outside the United
States), return receipt requested, postage prepaid, if to each Key Stockholder
at the respective address set forth on Schedule II hereto or on the Instrument
of Accession pursuant to which such Key Stockholder became a party to this
Agreement, if to the Preferred Shareholders, at their respective addresses set
forth on Schedule I hereto or to such other addresses as the addressee shall
have furnished to the other parties hereto in the manner prescribed by this
Section 7.
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8. Specific Performance. The rights of the parties under this Agreement
are unique and, accordingly, the parties shall, in addition to such other
remedies as may be available to any of them at law or in equity, have the right
to enforce their rights hereunder by actions for specific performance to the
extent permitted by law.
9. Entire Agreement. This agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings between them or any of them as to such
subject matter.
10. Waivers and Further Agreements. Any of the provisions of this
Agreement for the benefit of the Preferred Shareholders may be waived with the
consent of the Preferred Shareholders holding at least 55% of the issued and
outstanding shares of Preferred Stock of the Company (including shares of Common
Stock into which any such shares may have been converted), voting together as a
single class, then held or deemed to be held by all Preferred Shareholders by an
instrument in writing, provided that, the provisions of Section 6 may not be
waived without the consent of Preferred Shareholders holding at least 80% of the
issued and outstanding shares of Preferred Stock (including shares of Common
Stock into which any such shares may have been converted), voting together as a
single class, then held or deemed to be held by all Preferred Shareholders by
all instrument in writing. Any waiver by any party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of that provision or of any other provision hereof. Each of
the parties hereto agrees to execute all such further instruments and documents
and to take all such further action as any other party may reasonably require in
order to effectuate the terms and purposes of this Agreement.
11. Amendments. Except as otherwise expressly provided herein, this
Agreement may not be amended except by an instrument in writing executed by
Preferred Shareholders holding at least 55% of the issued and outstanding shares
of Preferred Stock of the Company (including shares of Common Stock into which
any such shares may have been converted), voting together as a single class,
then held or deemed to be held by all Preferred Shareholders by an instrument in
writing, provided that, the provisions of Section 6 may not be amended without
the consent of Preferred Shareholder holding at least 80% of the issued and
outstanding shares of Preferred Stock (including shares of Common Stock into
which any such shares may have been converted), voting together as a single
class, then held or deemed to be held by all Preferred Shareholders by all
instrument in writing.
12. Assignment, Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, legal representatives, successors and permitted transferees,
except as may be expressly provided otherwise herein. Notwithstanding anything
to the contrary in
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this Agreement, the company acknowledges and agrees that Artal Luxembourg S.A.
may transfer the shares of Series E Preferred Stock and the Warrants acquired by
it under the Purchase Agreement to QuestMark Partners, L.P. and/or its
affiliates ("QuestMark") without restriction (other than compliance with
applicable securities laws), and that subsequent to such transfer, QuestMark
shall be deemed a Preferred Shareholder for all purposes under this Agreement.
At the time of the transfer, QuestMark shall deliver to the Company a written
instrument by which it agrees to become a party to this Agreement, to the same
extent as if it were a Preferred Shareholder hereunder.
13. Severability. In case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement and such invalid, illegal
and unenforceable provisions shall be reformed and construed so that it will be
valid, legal and enforceable to the maximum extent permitted by law.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
15. Section Headings. The headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
16. Governing Law. This agreement shall be construed and enforced in
accordance with and governed by the laws of the Commonwealth of Massachusetts.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
ASPECT MEDICAL SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
ARTAL LUXEMBOURG S.A.
By: /s/ ▇▇▇▇ ▇. Komler
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Name: ▇▇▇▇ ▇. Komler
Title: Managing Director
BENEFIT CAPITAL MANAGEMENT
CORPORATION, as Investment Manager of
the Prudential Insurance Company of America
Separate Account #VCA-GA-5298
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Sr. VP and CFO
HLM/CB FUND, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
Title: General Partner
▇▇▇▇▇ CAPITAL PARTNERS
By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
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Name:
Title:
US DEVELOPMENT CAPITAL INVESTMENT COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Corporate Secretary
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
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NEW VENTURE PARTNERS III, LIMITED
PARTNERSHIP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: General Partner
CITIVENTURE 96 PARTNERSHIP, L.P.
By: Chancellor LGT Asset Management, Inc.
as investment advisor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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Name:
Title:
JULIET CHALLENGER, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
ORCHID & CO., nominee for
▇. ▇▇▇▇ Price Threshold Fund III, L.P.
By: ▇. ▇▇▇▇ Price Threshold Fund Associates,
Inc. General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
LANDMARK VENTURE CAPITAL PARTNERS, LIMITED
PARTNERSHIP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: General Director
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
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/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ Trust U/A dated 11/18/85
VENHILL LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
Name:
Title: General Partner
CHANCELLOR LGT PRIVATE CAPITAL PARTNERS III, L.P.
By: CPCP Associates, L.P., its general partner
By: Chancellor LGT Venture Partners, Inc.,
its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------------
Name:
Title:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
HIGHLAND CAPITAL PARTNERS II,
LIMITED PARTNERSHIP
By: Highland Management Partners II
Limited Partnership, its General
Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: GP
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
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▇▇▇▇▇▇▇ RIVER PARTNERSHIP VII,
LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: General Partner
POLARIS VENTURE PARTNERS, L.P.
By: Polaris Venture Management Co., LLC
Its General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Member
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees
U/A/T dated 8/28/68 for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇
--------------------------------------------------
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees
U/A/T dated 8/28/68 for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees
U/A/T dated 8/28/68 for Juliet ▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇.▇. ▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees
U/A/T dated 8/28/68 for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇ ▇▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
12
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ONE LIBERTY FUND III, L.P.
By: One Liberty Partners III, L.P.,
Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
General Partner
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
GENSTAR INVESTMENT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Trustees
or Successor Trustees under The ▇▇▇▇▇ Trust
U/A/D 10/05/88
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
13
POLARIS VENTURE PARTNERS FOUNDERS' FUND, L.P.
By: Polaris Venture Management Co., LLC
Its General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Member
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ABS EMPLOYEE VENTURE FUND LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: VP of ▇▇▇▇ ▇▇▇▇▇ Investments, Inc., GP
of the Partnership
SECOND CENTURY GROWTH DEFERRED COMPENSATION PLAN:
▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
---------------------------------------------
Name: Buzz ▇▇▇▇▇▇
Title:
THE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SCHOOL ENDOWMENT FUND
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------------
Name:
Title:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
14
GILDE INTERNATIONAL B.V.
By: One Liberty Partners III, L.P.,
its Attorney-in-Fact
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------------------------
Title: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
General Partner
▇▇▇▇▇▇▇▇ Associates Fund,
A California Limited Partnership ▇▇▇▇▇▇▇▇ ASSOCIATES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇▇ Medical Partners,
A California Limited Partnership ▇▇▇▇▇▇▇▇ MEDICAL PARTNERS
By: ▇▇▇▇▇▇▇▇ VI Investment By: ▇▇▇▇▇▇▇▇ VI Investment Partners
Partners, A California Limited
Partnership, Its General By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Partner ---------------------------------------
By: ▇▇▇▇▇▇▇▇ VI Management Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Partners, A California Title: Authorized Signatory
Limited Partnership, General
Partner of ▇▇▇▇▇▇▇▇ VI
Investment Partners
▇▇▇▇▇▇▇▇ VI Investment Partners,
A California Limited Partnership ▇▇▇▇▇▇▇▇ VI INVESTMENT PARTNERS
By: ▇▇▇▇▇▇▇▇ VI Management By: ▇▇▇▇▇▇▇▇ VI Management Partners
Partners, A California
Limited Partnership, Its By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
General Partner ---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ &
EYRE IV, LIMITED PARTNERSHIP
By: MPAE IV Management Co., L.P.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: General Partner
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
15
NEW ENTERPRISE ASSOCIATES IV,
LIMITED PARTNERSHIP
By: New Enterprise Associates IV, Limited
Partnership
By: NEA Partners IV, Limited Partnership
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
General Partner
HLM PARTNERS VII, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
Title: General Partner
▇▇▇▇▇▇ HILL VENTURES, A
CALIFORNIA LIMITED PARTNERSHIP
By: /s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
--------------------------------------------
Title: Managing Director of the
General Partner
TOW PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Partner
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Trustee of the Younger
Living Trust
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees of the
Wythes Living Trust
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
16
/s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------------
G. ▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Under Power of Attorney
------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Under Power of Attorney
------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------------------------
▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇
H&D INVESTMENTS II
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Partner
/s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Eagle
------------------------------------------------
▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Eagle
------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
/s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------------
J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
17
THE ▇▇▇▇ CARDIOVASCULAR RESEARCH FOUNDATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
Title: Treasurer
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
ZED INTERNATIONAL, INC.
By: --------------------------------------------
Name:
Title:
BAYVIEW INVESTORS, LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Signatory
INTERSTOCK ANSTALT
By: /s/ Ernst Bloathlinger
--------------------------------------------
Authorized Signatory
SVE STAR VENTURE ENTERPRISES NO. V,
A GERMAN CIVIL LAW PARTNERSHIP
(WITH LIMITATION OF LIABILITY)
By: SVM Star Ventures Management
gesellschaft mbH Nr. C
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Authorized Signatory
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
18
SVM STAR VENTURES
MANAGEMENTGESELLSCHAFT MBH NR.
3 & CO. BETEILIGUNGS KG
By: SVM Star Ventures Management
gesellschaft mbH Nr. 3
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------
Authorized Signatory
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇
AENEAS VENTURE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
CATALYST VENTURES, LIMITED PARTNERSHIP
By: New Enterprise Associates IV, Limited
Partnership
By: NEA Partners IV, Limited Partnership
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name:
Title:
▇▇▇▇▇ FARGO BANK, TRUSTEE SHV M/P/T FBO ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trust Officers
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
19
▇▇▇▇▇ FARGO BANK, TRUSTEE SHV M/P/T FBO
▇▇▇▇▇ ▇▇▇▇
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trust Officers
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
-----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
THE ▇▇▇▇▇▇▇ RESEARCH FOUNDATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------------
Name:
Title:
FISHERS ISLAND PARTNERS
By: /s/ ▇▇▇▇▇▇ Saint-▇▇▇▇▇, MD
-------------------------------------------
Name:
Title: Managing Partner for
▇▇▇▇▇▇ Island Partners
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
Ziad and ▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ as Custodian for ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
-----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇ Young
-----------------------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
20
-----------------------------------------------
▇▇▇▇ ▇. Rohrbasser
-----------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
NEW VENTURE PARTNERS IV, LIMITED
PARTNERSHIP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Titel: General Partner
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
21
SCHEDULE I
PREFERRED SHAREHOLDERS
Artal Luxembourg S.A.
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇-▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Benefit Capital Management Corporation
as Investment Manager for the Prudential Insurance
Company of America
Separate Account Number VCA-GA-5298
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
HLB/CB Fund, L.P.
HLM Management Company
c/o ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ Capital Partners, a division of ▇▇▇▇▇ National
Corporation
c/o J. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
▇▇ Development Capital Investment Company
▇/▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, and ▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇. ▇.
▇▇▇▇▇▇▇▇▇▇▇▇, Trustees of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Trust U/A
dated 11/18/85
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees U/A/T ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees U/A/T
dated 8/28/68 for Juliet ▇▇▇ ▇▇▇▇▇▇▇ dated 8/28/68 for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
1800 ▇▇▇▇▇ Building ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees U/A/T ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees U/A/T
dated 8/28/68 for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ dated 8/28/68 for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
1800 ▇▇▇▇▇ Building ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Venhill Limited Partnership Juliet Challenger, Inc.
c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Autotrol Technology ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
with copy to:
▇▇▇▇▇ ▇▇▇▇▇
Taconic Group, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ABS Employees' Venture Fund Second Century Growth Deferred Compensation Plan: Piper
Limited Partnership Jaffray, Inc.
c/o ▇▇▇ ▇▇▇▇▇▇ c/o Buzz ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
23
The ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ School Endowment Fund ▇▇▇▇▇▇ Afeyen
c/o ▇▇▇▇▇ ▇▇▇▇▇▇ c/o PerSeptive Biosystems
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
c/o Exact Laboratories, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Polaris Venture Partners, L.P. Landmark Ventures, Limited Partnership
Bay Colony Corporate Center ▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Polaris Venture Partners Founders' Fund, L.P. Aeneas Venture Corporation
Bay Colony Corporate Center c/o Harvard Management
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Company, Inc.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
One Liberty Fund III, L.P. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
One Liberty Square c/o Sutter ▇▇▇▇ Ventures
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Gilde International B.V. Genstar Investment Corporation
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Partners III, L.P. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
One Liberty Square Attn: ▇▇. ▇. ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
24
▇▇▇▇▇▇▇ River Partnership VII, ▇▇▇▇▇ Fargo Bank, Trustee
Limited Partnership SHV M/P/T FBO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Ten Post Office Square, Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Suite 1330 MAC #0101-021
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
New Enterprise Associates IV, ▇▇▇▇▇ Fargo Bank, Trustee
Limited Partnership SHV M/P/T FBO ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ MAC #0101-021
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
New Venture Partners III, Limited Partnership Catalyst Ventures, Limited
▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Highland Capital Partners II, The ▇▇▇▇▇▇▇ Research Foundation
Limited Partnership ▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
One International Place Professor of Anesthesia
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ University of Utah
Medical School
Department of Anesthesia
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Associates ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ W. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ Medical Partners Ziad and ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
25
▇▇▇▇▇▇▇▇ VI ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ Ventures, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
a California Limited Upstar Consulting
Partnership ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tow Partners, a California ▇▇▇▇▇▇ ▇▇▇▇▇▇ as Custodian for
Limited Partnership ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Suite A200
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
Trustees of the Wythes Living Trust ▇ ▇▇▇▇▇ ▇▇▇▇▇▇
c/o Sutter ▇▇▇▇ Ventures ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
G. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
c/o Sutter ▇▇▇▇ Ventures ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Suite A200
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Trustee of the Younger Living Trust ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
26
▇▇▇▇▇ ▇▇▇▇ Zed International, Inc.
c/▇ ▇▇▇▇▇▇ Hill Ventures c/o ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
755 Page Mill Road BankBoston, N.A.
▇▇▇▇▇ ▇▇▇▇ ▇▇-▇▇-▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ &
c/▇ ▇▇▇▇▇▇ ▇▇▇▇ Ventures ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ The ▇▇▇▇ Cardiovascular Fdn.
c/▇ ▇▇▇▇▇▇ ▇▇▇▇ Ventures ▇▇▇▇▇▇ ▇▇▇▇, Treasurer
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Suite A200
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Genstar Investment Corporation J. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ # ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Merrill, Pickard, ▇▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Eagle
Eyre IV Limited Partnership Box 1197
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Suite 1080
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
27
H&D Investments II ▇▇▇▇ ▇▇▇▇▇▇, MD
▇/▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, MD
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, M.D. Interstock Anstalt fur Vermogens und Trust Verwaltung
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ c/o Ernst Bloathlinger
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇-▇▇▇▇ ▇▇▇▇▇
Liechtenstein
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇
7 Fanueil Halll ▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Bayview Investors, Limited
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
80 Rollingwood Land ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
HLM Partners VII, L.P. Orchid & Co., nominee for
HLM Management ▇. ▇▇▇▇ Price Threshold
c/o ▇▇▇▇▇ ▇▇▇▇ Fund III, L.P.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇ ▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇ Price Assoc. Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
28
SVE Star Venture Enterprises ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
No. V A German Civil Law c/o Aspect Medical Systems, Inc.
Partnership (with limitation of liability) ▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Star Venture Managment
▇▇▇▇▇▇▇▇▇▇. ▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
SVM StarVentures Chancellor LGT Private Capital Partners III, L.P.
Managementgesellschaft mbH Nr.3 & Co. Beteilungs KG c/o ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1166 Avenue of the Americas
Star Venture Managment ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇. ▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
Citiventure 96 Partnership, L.P. Fishers Island Partners
c/o ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ c/o ▇▇▇▇▇▇ Saint-▇▇▇▇▇, M.D.
1166 Avenue of the Americas ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇/▇ ▇▇▇▇. ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇-▇▇▇▇▇ c/o ▇. ▇. ▇▇▇▇ & Co.
Stanford University Hospital ▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Nina Rohrbasser ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
c/o ▇. ▇. ▇▇▇▇ & Co. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
29
SCHEDULE II
KEY STOCKHOLDERS
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The ▇▇▇▇ Cardiovascular
Research Foundation
c/o ▇▇▇▇▇▇▇ ▇▇▇▇, M.D.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
30
Schedule III
ASPECT MEDICAL SYSTEMS, INC.
INSTRUMENT OF ACCESSION
The undersigned, _______________________, as a condition precedent to
becoming the owner or holder of record of _____________________ ( ) shares of
the Common Stock, $.01 par value per share, of Aspect Medical Systems, Inc., a
Delaware corporation (the "Corporation"), hereby agrees to become a party to and
bound by that certain Fourth Amended and Restated Right of First Refusal and
Co-Sale Agreement, dated as of December __, 1998, by and among the Corporation
and other shareholders of the Corporation. This Instrument of Accession shall
take effect and shall become an integral part of the said Third Amended and
Restated Right of First Refusal and Co-Sale Agreement immediately upon execution
and delivery to the Corporation of this Instrument.
IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed
by or on behalf of the undersigned, as a sealed instrument under the laws of the
Commonwealth of Massachusetts, as of the date below written.
Signature: _______________________
Address: _________________________
_________________________
Date: ___________________________
Accepted by:
ASPECT MEDICAL SYSTEM, INC.
By: __________________________
Date: _________________________
[Fourth Amended and Restated Right of
First Refusal and Co-Sale Agreement]
