Exhibit 2
STOCK LOAN AGREEMENT
This agreement is entered into this 31st day of June, 1996 between Xxxxx
X. Xxxxxxx (Xxxxxxx) and Xxxx Xxxxxxx (Xxxxxxx) pursuant to the provisions of
Section 1058 of the Internal Revenue Code;
WHEREAS Xxxxxxx is the owner of certain shares of the common stock of
Medaphis Corporation, which he is holding for long term investment purposes, and
WHEREAS, Xxxxxxx desires to borrow certain shares of Medaphis Corporation
common stock for various uses, and
WHEREAS, Xxxxxxx is willing to temporarily transfer certain shares of his
Medaphis Corporation stock to Xxxxxxx for use under certain circumstances.
NOW, therefore in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. On or before July 26, 1996, Xxxxxxx shall transfer two hundred fifty thousand
(250,000) shares of Medaphis Corporation common stock to Xxxxxxx.
2. Upon notice from Xxxxxxx to Xxxxxxx, Xxxxxxx shall within five (5) business
days, return to Xxxxxxx two hundred fifty thousand (250,000) shares of Medaphis
Corporation common stock identical to the stock transferred pursuant to "1"
above. Said notice may, at Xxxxxxx'x option, require the return of a lesser
number of shares in which case, Xxxxxxx continues to have the option of
requiring the return of the balance of the two hundred fifty thousand (250,000)
shares within five (5) business days upon subsequent notice.
On July 1, 1998, Xxxxxxx shall return to Xxxxxxx any of the two hundred
fifty thousand (250,000) shares of Medaphis stock which has not been previously
returned.
3. In the event of a reorganization, recapitalization, or merger of Medaphis
Corporation during the term of this loan, Xxxxxxx is permitted to return stock
equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax
Regulation 1.1058-1(b).
4. Xxxxxxx agrees and must make payments to Xxxxxxx of all amounts equivalent to
any dividends or other distributions made by Medaphis Corporation which Xxxxxxx,
as the owner of the loaned shares, is entitled to receive during the period
beginning with the loan transfer and ending with the repayment transfer of
identical Medaphis Corporation stock back to Xxxxxxx. Xxxxxxx will make any such
payments to Xxxxxxx at such time as Xxxxxxx would receive them had he not loaned
said shares.
5. Any notice under this agreement shall be sent by overnight as follows:
Xxxx Xxxxxxx
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
The benefits and duties under this agreement may not be assigned but shall
be binding upon the personal representatives and successors in interest of the
parties hereto.
Witness our hands and seals as of this 30th day of June, 1996.
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Xxxxx X. Xxxxxxx Xxxx Xxxxxxx
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