FIRST AMENDMENT AND JOINDER OF VOTING AGREEMENT
Exhibit 99.4
FIRST AMENDMENT AND JOINDER
OF VOTING AGREEMENT
OF VOTING AGREEMENT
This First Amendment and Joinder of Voting Agreement (this “Agreement”) is entered into as of
this 6th day of February, 2008 by and among Inverness Medical Innovations, Inc.
(“Inverness”), Xxxxxx X. Xxxxx (“Shareholder”), and those certain shareholders listed on
Schedule A attached hereto (the “Joinder Parties”).
WHEREAS, Inverness and Shareholder entered into a Voting Agreement, dated as of January 27,
2008, pursuant to which Shareholder agreed to vote all of the Shares, with respect to certain
matters (the “Voting Agreement”); and
WHEREAS, the parties hereto now desire to amend the Voting Agreement in order to reflect the
fact that Shareholder shares voting power of a certain number of the Shares with the Joinder
Parties.
NOW THEREFORE, in consideration of the foregoing premises, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The following words shall be deleted from the end of Recital B:
“as is indicated on the signature pages to this Agreement.”
2. The following parenthetical shall be added at the end of the first sentence of Section 1.1
of the Voting Agreement:
“(as more particularly set forth in Schedule A attached hereto).”
3. The page appearing after the signature page to the original agreement shall be deleted in
its entirety and replaced with Schedule A attached hereto.
4. “Joinder Shares” shall mean for the purposes of this Agreement, those Shares over which the
Joinder Parties share voting power with Shareholder.
5. Effective as of the date hereof, the Joinder Parties shall become a party to the Voting
Agreement, as amended, and, with respect to the Joinder Shares, shall be entitled to the rights and
benefits, and shall be bound by the restrictions and obligations, of the Voting Agreement, as
amended, in the same capacity as Shareholder is with respect to the Shares.
6. Capitalized terms not expressly defined in this Agreement shall have the meanings ascribed
to them in the Voting Agreement.
7. Except as herein amended, the Voting Agreement is hereby ratified, confirmed, and
reaffirmed for all purposes and in all respects.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date
first written above.
Inverness Medical Innovations, Inc. |
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By: | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Chief Financial Officer | |||
SHAREHOLDER: Xxxxxx X. Xxxxx |
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/s/ Xxxxxx X. Xxxxx | ||||
Xxxxxx X. Xxxxx | ||||
JOINDER PARTIES: Petit Investments Limited Partnership |
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/s/ Xxxxxx X. Xxxxx | ||||
By: Xxxxxx X. Xxxxx | ||||
Cox Road Partners LLLP |
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/s/ Xxxxxx X. Xxxxx | ||||
By: Xxxxxx X. Xxxxx | ||||
Petit Grantor Trust |
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/s/ Xxxxxx X. Xxxxx | ||||
By: Xxxxxx X. Xxxxx | ||||
[Signature Page to First Amendment and Joinder of Voting Agreement]
Xxxxx X. Xxxxx |
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/s/ Xxxxx X. Xxxxx | ||||
Xxxxx X. Xxxxx |
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Address for Notice for Joinder Parties: Matria Healthcare, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxx |
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[Signature Page to First Amendment and Joinder of Voting Agreement]
Schedule A
Options, | ||||||||||||||||
Warrants or | ||||||||||||||||
Rights to | ||||||||||||||||
purchase | ||||||||||||||||
Company | ||||||||||||||||
Shares Over Which | Common Stock | |||||||||||||||
Shares Over Which | Shareholder Has | Beneficially | Total # Shares | |||||||||||||
Shareholder Has | Shared Voting | Owned by | Beneficially | |||||||||||||
Shareholder | Sole Voting Power | Power | Shareholder | Owned | ||||||||||||
Xx. Xxxxxx X. Xxxxx |
1,586,908 | 174,302 | 726,727 | 1,761,210 | ||||||||||||
Petit
Investments Limited Partnership |
— | 73,832 | — | 73,832 | ||||||||||||
Cox Road
Partners LLLP |
— | 90,000 | — | 90,000 | ||||||||||||
Petit Grantor Trust |
— | 3,750 | — | 3,750 | ||||||||||||
Xxxxx X. Xxxxx |
— | 6,720 | — | 6,720 |