EXHIBIT 10(b)
VOTING AND PRE-MERGER AGREEMENT
This Voting and Pre-Merger Agreement (the "Agreement") is executed on
February 14, 1995 and is entered into by and among Clinicor, Inc., a Texas
corporation ("Clinicor"), Xxxxxx X. X'Xxxxxxx ("X'Xxxxxxx"), Xxxxxx X. Xxxxxx
("Xxxxxx") and Xxxxxxx X. Xxxxxxxx, M.D. (the "Participating Shareholder").
W I T N E S S E T H:
WHEREAS, the Participating Shareholder owns Two Hundred Fifty (250) shares
of the common stock of Clinicor (the "Shares"); and
WHEREAS, it is anticipated that Clinicor shall enter into a merger
agreement with Pegasus Tax and Financial Planning Services, Inc., a Nevada
corporation ("Pegasus"), pursuant to which Clinicor shall be merged with and
into Pegasus (such transaction herein referred to as the "Merger"), with Pegasus
to be renamed "Clinicor, Inc." and to continue as the surviving corporation; and
WHEREAS, X'Xxxxxxx and Xxxxxx are required, as a condition to the Merger,
to enter into non-competition agreements with the surviving entity and to
personally guarantee certain representations and warranties of Clinicor to be
contained in the merger documentation; and
WHEREAS, the Participating Shareholder, in consideration of such matters,
is willing to grant to Xxxxxx and X'Xxxxxxx certain voting rights with respect
to the Shares; and
WHEREAS, the parties also wish to evidence their understanding and
agreement as to certain stock transfer restrictions that presently exist and
will terminate upon the occurrence of the Merger;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Certain Definitions. For purposes hereof, "Clinicor" refers both to
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the presently existing corporation and to the post-merger surviving corporation,
and "Shares" refers both to the shares of Clinicor common stock currently owned
by the Participating Shareholder and to the shares of common stock of the
surviving corporation to be received in the Merger in exchange therefor.
2. Voting of Shares. Throughout the term of this Agreement, at any
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regular or special meeting of the shareholders of Clinicor, or in connection
with any written consent pursuant to which
resolutions are adopted by the shareholders of Clinicor, the Participating
Shareholder agrees to vote all of the Shares in such manner as may be determined
by Xxxxxx and X'Xxxxxxx and communicated to the Participating Shareholder in
writing.
3. Stock Certificates. The Participating Shareholder agrees that each
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certificate representing the Shares shall bear an endorsement set forth
conspicuously on the face of each certificate in substantially the following
form:
SEE REVERSE HEREOF FOR CERTAIN LEGENDED INFORMATION
The reverse side of each such certificate shall bear an endorsement in
substantially the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
SET FORTH IN A VOTING AGREEMENT BETWEEN CERTAIN SHAREHOLDERS AND THE
CORPORATION. COPIES OF THIS AGREEMENT AND ANY AND ALL AMENDMENTS
THERETO HAVE BEEN DEPOSITED WITH THE CORPORATION AT ITS PRINCIPAL
OFFICE AND ARE AVAILABLE WITHOUT CHARGE UPON REQUEST TO THE
CORPORATION.
4. Termination. This Agreement shall terminate upon the closing of an
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underwritten public offering of the Clinicor common stock registered under the
Securities Act of 1933, as amended, which results in aggregate net proceeds to
Clinicor of at least $5,000,000.
5. Agreement Binding Upon. This Agreement shall be binding on the
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Participating Shareholder and his respective heirs, successors and assigns.
6. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Texas, except with respect to conflict
of law principles, and except as to internal corporate matters relating to the
post-merger surviving corporation, as to which the laws of the State of Nevada
shall apply. This Agreement is performable in Xxxxxx County, Texas.
7. Invalid Provision. If any provision of this Agreement should be held
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to be invalid, illegal or unenforceable, the parties intend the remaining
provisions of this Agreement to be construed as if such invalid, illegal or
unenforceable provisions had never been contained herein.
8. Termination of Prior Agreements. This Agreement is intended to be the
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sole agreement of the parties as it relates to
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the subject matter hereof and supersedes all other agreements of the parties
relating to the subject matter hereof.
9. Termination of Buy-Sell Provisions. The Participating Shareholder has
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been advised that, pursuant to Article XVI of the Buy-Sell Agreement by and
among Clinicor and its shareholders (the "Buy-Sell Agreement"), the Buy-Sell
Agreement has been amended to provide that it will in all respects terminate
upon the occurrence of the Merger. The Participating Shareholder further
acknowledges and agrees that the Merger and such termination shall have the
effect of deleting any and all option or purchase or sale rights with respect to
the Shares that may be set forth in any Non-Competition and Confidentiality
Agreement, Medical Director Employment Agreement or any other agreement between
the Participating Shareholder and Clinicor. The Participating Shareholder agrees
that any such provisions shall hereafter be of no further force or effect
whatsoever.
10. Effectiveness. This Agreement is wholly contingent upon the
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occurrence of the Merger and shall be effective as of the effective date of the
Merger.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first written above.
CLINICOR, INC.
By/s/ XXXXXX X. X'XXXXXXX
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Xxxxxx X. X'Xxxxxxx, President
/s/ XXXXXX X. X'XXXXXXX
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XXXXXX X. X'XXXXXXX
/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
/s/ XXXXXXX X. XXXXXXXX
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XXXXXXX X. XXXXXXXX, M.D.
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