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CUSIP No. 92231M109 Page 1 of 4 Pages
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EXHIBIT B
VOTING TRUST CERTIFICATE
THIS VASCULAR VOTING TRUST CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAWS AND MAY BE REOFFERED AND SOLD
ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
NO. V-
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This certifies that the undersigned Trustee has received certificates
representing __________ shares of Common Stock, par value $.001 per share (the
"Shares"), of Vascular Solutions Inc. (the "Corporation") from Stephens Vascular
Preferred, LLC (hereinafter referred to as the "Holder"), duly endorsed in blank
or to the undersigned Trustee on the following terms and conditions pursuant to
the Vascular Voting Trust Agreement, dated July 14, 2000 (the "Voting Trust
Agreement") among the Trustee, Stephens Vascular Preferred, LLC, Stephens
Vascular Options, LLC, Stephens Investment Partners III, LLC, and additional
parties who may become parties thereto.
Capitalized terms used herein but not defined herein shall have the
meanings assigned to such terms in the Voting Trust Agreement.
VOTING RIGHTS
The undersigned Trustee during the term of the Voting Trust Agreement
is the owner of the Shares for all purposes relating to the Voting Trust
Agreement and in all matters of the Corporation for which the shares may be
voted. The Trustee shall exercise voting rights in respect of the Shares as
provided in the Voting Trust Agreement. No voting rights of the shares of the
Corporation are granted by this Certificate and only those rights provided to
the holders of Voting Trust Certificates in the Voting Trust Agreement are
represented by this Certificate.
DIVIDENDS AND DISTRIBUTIONS
The Holder shall be entitled to receive, subject to the limitations set
forth in the Voting Trust Agreement, all dividends and other distributions of
the Corporation received by the undersigned Trustee in respect of the Shares,
except that the Trustee shall receive and hold any stock dividends pursuant to
the terms of the Voting Trust Agreement.
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CUSIP No. 92231M109 Page 2 of 4 Pages
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TERMINATION
This Agreement and the Voting Trust and transfer restrictions created
hereby shall terminate upon the earlier to occur of: (i) the expiration of ten
(10) years from the date hereof; (ii) the sale or transfer of all of the Stock
in accordance with the Voting Trust Agreement; (iii) delivery to the Trustee of
a certificate of Stephens Inc., in form and substance satisfactory to the
Trustee, that Stephens Inc. no longer engages in market-making activities and
other principal transactions in the Common Stock of the Corporation and will not
so engage until it has received a written opinion of nationally recognized
securities counsel that Stephens Inc. will not be deemed an "affiliate" of the
Corporation under the Securities Act of 1933, as amended (the "Securities Act"),
or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iv)
delivery to the Trustee of a certificate of Stephens Inc., in form and substance
satisfactory to the Trustee, that a shelf registration statement for the
Corporation registering the market-making activities and other principal
transactions of Stephens Inc. has been filed with and declared effective by the
U.S. Securities and Exchange Commission and that Stephens Inc. undertakes to
deliver a prospectus with the confirmation of each sale by it as principal; or
(v) delivery to the Trustee of a written opinion of nationally recognized
securities counsel, in form and substance satisfactory to Stephens Inc. and the
Trustee, that after giving effect to termination of the Voting Trust, Stephens
Inc. will not be deemed an "affiliate" of the Corporation under the Securities
Act or the Exchange Act.
TRANSFER OF CERTIFICATES
This Certificate shall not be transferable.
DATED, the day of , 2000.
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JAMES SOMMERS
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as VOTING TRUSTEE
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CUSIP No. 92231M109 Page 3 of 4 Pages
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EXHIBIT C
CONSENT
The undersigned, ___________________________, being a holder or
transferee of ___________ shares (the "Shares") of common stock par value $.001
per share, of Vascular Solutions Inc. (the "Common Stock") hereby (i) agrees to
become a party to the Vascular Voting Trust Agreement dated as of July 14, 2000
(the "Voting Trust Agreement") relating to the Common Stock, (ii) agrees to be
bound by all the provisions thereof as if the undersigned were an original party
thereto, and (iii) agrees to surrender the certificates representing the Shares
to the Trustee under the Voting Trust Agreement in exchange for a Voting Trust
Certificate as provided in the Agreement.
Dated:
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By:
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CUSIP No. 92231M109 Page 4 of 4 Pages
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AGREEMENT TO FILE
JOINT SCHEDULE 13D
The undersigned, being record owners or "beneficial owners" of the
common stock of Vascular Solutions, Inc. ("Common Stock), hereby agree to file
jointly a Schedule 13D with respect to their respective holdings of the Common
Stock and to include this agreement as an exhibit to such Schedule 13D.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered
this agreement as of the 27th day of July, 2000.
Vascular Voting Trust
By: /s/ JAMES SOMMERS
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James Sommers, Voting Trustee
Stephens Group, Inc.
By: /s/ WARREN A. STEPHENS
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Warren A. Stephens, President
Stephens Vascular Preferred, LLC
By: Stephens Group, Inc., sole
Manager
By: /s/ WARREN A. STEPHENS
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Warren A. Stephens, Manager
Stephens Vascular Options, LLC
By: Stephens Group, Inc., sole
Manager
By: /s/ WARREN A. STEPHENS
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Warren A. Stephens, President
Stephens Investment Partners III LLC
By: /s/ WARREN A. STEPHENS
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Warren A. Stephens, President
By: /s/ WILTON R. STEPHENS, JR.
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Wilton R. Stephens, Jr., Manager
By: /s/ JON E.M. JACOBY, JR.
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Jon E.M. Jacoby, Jr., Manager
By: /s/ CURTIS F. BRADBURY, JR.
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Curtis F. Bradbury, Jr., Manager
By: /s/ DOUGLAS H. MARTIN
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Douglas H. Martin, Manager
