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EXHIBIT 2
VOTING AGREEMENT
This Voting Agreement ("AGREEMENT") is made and entered into as of April
20, 1999, between Healtheon Corporation, a Delaware corporation ("PARENT"), and
the undersigned stockholder ("STOCKHOLDER") of Mede America Corporation, a
Delaware corporation (the "COMPANY").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, the
Company and Mercury Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Parent ("MERGER SUB"), are entering into an Agreement and Plan of
Reorganization (the "MERGER AGREEMENT") which provides for the merger (the
"MERGER") of Merger Sub with and into the Company. Pursuant to the Merger,
shares of capital stock of the Company will be converted into Common Stock of
Parent on the basis described in the Merger Agreement.
B. Stockholder is the record holder of the number of outstanding shares
of Common Stock of the Company indicated on the signature page of this
Agreement.
C. As a material inducement to enter into the Merger Agreement, Parent
desires the Stockholder to agree, and the Stockholder is willing to agree, to
vote the Shares and New Shares (as defined below) so as to facilitate
consummation of the Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Agreement to Vote Shares; Additional Purchases; Transfers and
Encumbrance.
1.1 Agreement to Vote Shares. At every meeting of the
stockholders of the Company called with respect to any of the following, and at
every adjournment thereof, and on every action or approval by written consent of
the stockholders of the Company with respect to any of the following,
Stockholder shall cause the Shares and any New Shares (as defined below) to be
voted:
(i) in favor of approval of the Merger and the adoption and
approval of the Merger Agreement including all actions contemplated thereby;
(ii) against approval of any proposal made in opposition to, or
in competition with, consummation of the Merger and the Merger Agreement; and
(iii) against any of the following actions (other than those
actions that relate to the Merger and are contemplated by the Merger Agreement):
(A) any merger, consolidation, business combination, sale of assets,
reorganization or recapitalization of the Company with any party; (B) any
dissolution, liquidation or winding up of the Company; (C) any joint venture or
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material strategic relationship with any party; (D) any material change in the
capitalization of the Company or the Company's capital structure; or (E) any
other action that is intended, or could reasonably be expected to impede,
interfere with, delay, postpone, discourage or adversely affect the Merger or
any of the transactions contemplated by the Merger Agreement.
1.2 Definition. For purposes of this Agreement, "SHARES" shall
mean all issued and outstanding shares of capital stock of the Company for which
Stockholder is the beneficial owner, including any securities convertible into,
or exercisable or exchangeable for shares of the Company's capital stock, all as
set forth on the signature page hereto.
1.3 Additional Purchases. Stockholder agrees that any shares of
capital stock of the Company that Stockholder purchases or with respect to which
Stockholder otherwise acquires beneficial ownership after the execution of this
Agreement and prior to the date of termination of this Agreement ("NEW SHARES")
shall be subject to the terms and conditions of this Agreement to the same
extent as if they constituted Shares.
1.4 Transfer and Encumbrance. Stockholder agrees not to transfer,
sell, exchange, pledge or otherwise dispose of or encumber (collectively,
"Transfer") any of the shares or any New Shares or to discuss, negotiate, or
make any offer or agreement relating thereto, other than to or with Parent, in
each case without the prior written consent of Parent. Stockholder acknowledges
that the intent of the foregoing sentence is to ensure that Parent retains the
right under the Proxy (as defined in Section 2 hereof) to vote the Shares and
any New Shares in accordance with the terms of the Proxy.
2. Irrevocable Proxy. Concurrently with the execution of this Agreement,
Stockholder agrees to deliver to Parent a proxy in the form attached hereto as
Exhibit A (the "PROXY") with respect to the Shares and New Shares, which shall
be irrevocable to the fullest extent permitted by applicable law.
3. Representations and Warranties of the Stockholder.
(i) Stockholder is the owner of the Shares free and clear of any
liens, claims, options, charges or other encumbrances and Stockholder has full
authority to vote and direct the voting of the Shares;
(ii) Stockholder does not beneficially own any securities of the
Company other than the Shares indicated on the final page of this Agreement; and
(iii) has full power and authority to make, enter into and carry out the terms
of this Agreement and the Proxy.
(iii) Stockholder has been advised that (i) the issuance of
shares of Parent Common Stock in connection with the Merger is expected to be
effected pursuant to a Registration Statement on Form S-4 under the Securities
Act of 1933, as amended (the "ACT"), and as such will not be deemed "restricted
securities" within the meaning of Rule 144
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promulgated thereunder and resale of such shares will not be subject to any
restrictions other than as set forth in Rule 145 of the Act and (ii) Stockholder
may be deemed to be an affiliate of the Company and/or Parent. Stockholder
accordingly agrees not to sell, transfer or otherwise dispose of any Parent
Common Stock issued to Stockholder in the Merger unless (x) such sale, transfer
or other disposition is made in conformity with the requirements of Rule 145(d)
promulgated under the Act, (y) an authorized representative of the SEC takes the
position in writing to the effect that the SEC would take no action, or that the
staff of the SEC would not recommend that the SEC take action, with respect to
such sale, transfer or other disposition, and a copy of such written position
("NO ACTION CORRESPONDENCE") is delivered to Parent, or (z) Stockholder delivers
to Parent a written opinion of counsel, reasonably acceptable to Parent in form
and substance, that such sale, transfer or other disposition is otherwise exempt
from registration under the Act.
(iv) Parent will give stop transfer instructions to its transfer
agent with respect to any Parent Common Stock received by Stockholder pursuant
to the Merger and there will be placed on the certificates representing such
Parent Common Stock, or any substitutions therefor, a legend stating in
substance:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION
TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, APPLIES AND MAY ONLY BE TRANSFERRED (A) IN CONFORMITY WITH RULE
145(d) UNDER SUCH ACT, (B) IN ACCORDANCE WITH A WRITTEN OPINION OF
COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE THAT
SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED."
The legend set forth above shall be removed (by delivery of a substitute
certificate without such legend) and Parent shall instruct its transfer agent to
remove such legend, if Stockholder delivers to Parent (i) satisfactory written
evidence that the shares have been sold in compliance with Rule 145 (in which
case, the substitute certificate will be issued in the name of the transferee),
(ii) a copy of the No Action Correspondence, (iii) an opinion of counsel, in
form and substance reasonably satisfactory to Parent to the effect that public
sale of the shares by the holder thereof is no longer subject to Rule 145, or
(iv) a written request for removal of such legend after the earlier of (x) the
inapplicability of Rule 145 by its terms, (y) the effective date of any action
by the SEC eliminating the restrictions upon sale, transfer or disposition under
Rule 145 or otherwise rendering compliance with such restrictions unnecessary.
4. Additional Documents. Stockholder and Parent hereby covenant and
agree to execute and deliver any additional documents necessary or desirable, in
the reasonable opinion of Parent or Stockholder, as the case may be, to carry
out the intent of this Agreement.
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5. Consent and Waiver. Stockholder hereby gives any consents or waivers
that are reasonably required for the consummation of the Merger under the terms
of any agreements to which Stockholder is a party or pursuant to any rights
Stockholder may have.
6. Termination. This Agreement shall terminate and shall have no further
force or effect as of the earlier to occur of (i) such date and time as the
Merger shall become effective in accordance with the terms and provisions of the
Merger Agreement or (ii) such date and time as the Merger Agreement shall have
been terminated in accordance with its terms.
7. Miscellaneous.
7.1 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
7.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
7.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
7.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Parent will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
7.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person or sent by overnight courier by a reputable carrier (prepaid) to the
respective parties as follows:
If to Parent: Healtheon Corporation
0000 Xxxxxxx Xxxxx Xxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxx
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With a copy to: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
Xxxxxx Xxxx, Esq.
If to the Stockholder: To the address for notice set forth on the
signature page hereof.
With a copy to: Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxx
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
7.6 Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
Delaware (without regard to the principles of conflict of laws thereof).
7.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
7.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
7.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
HEALTHEON CORPORATION
By: /s/ Xxxx Xxxxxxxx
---------------------------------------
Print Name: Xxxx Xxxxxxxx
-------------------------------
Title: Vice President
------------------------------------
WELSH, CARSON, XXXXXXXX &
XXXXX V, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
\ Xxx Xxxx, XX 00000
By: WCAS V Partners, General Partner
By: /s/ X.X. XxXxxxxxx
---------------------------------------
Print Name: X.X. XxXxxxxxx
-------------------------------
Title: General Partner
------------------------------------
_____________ shares of Common Stock of
the Company, which constitutes all of the
"Shares" beneficially owned by Stockholder.
***VOTING AGREEMENT***
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
HEALTHEON CORPORATION
By:
---------------------------------------
Print Name:
-------------------------------
Title:
------------------------------------
WELSH, CARSON, XXXXXXXX &
XXXXX VI, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By: WCAS VI Partners, L.P. General Partner
By: /s/ X.X. XxXxxxxxx
---------------------------------------
Print Name: X.X. XxXxxxxxx
-------------------------------
Title: General Partner
------------------------------------
_____________ shares of Common Stock of
the Company, which constitutes all of the
"Shares" beneficially owned by Stockholder.
***VOTING AGREEMENT***
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
HEALTHEON CORPORATION
By:
---------------------------------------
Print Name:
-------------------------------
Title:
------------------------------------
WCAS CAPITAL PARTNERS II, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By: WCAS XX XX Partners, General Partner
By: /s/ X. X. XxXXXXXXX
---------------------------------------
Print Name: X. X. XxXXXXXXX
-------------------------------
Title: General Partner
------------------------------------
_____________ shares of Common Stock of
the Company, which constitutes all of the
"Shares" beneficially owned by Stockholder.
***VOTING AGREEMENT***
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
HEALTHEON CORPORATION
By: /s/ XXXX XXXXXXXX
---------------------------------------
Print Name: Xxxx Xxxxxxxx
-------------------------------
Title: Vice President
------------------------------------
WCAS INFORMATION PARTNERS, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By: WCAS INFO Partners, General Partner
By: /s/ X. X. XxXXXXXXX
---------------------------------------
Print Name: X. X. XxXXXXXXX
-------------------------------
Title: General Partner
------------------------------------
_____________ shares of Common Stock of
the Company, which constitutes all of the
"Shares" beneficially owned by Stockholder.
***VOTING AGREEMENT***
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
HEALTHEON CORPORATION
By:
---------------------------------------
Print Name:
-------------------------------
Title:
------------------------------------
XXXXXXX XXXXX LEVERAGED CAPITAL
FUND, L.P.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
By: Xxxxxxx Xxxxx Leveraged Capital
Management, Its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxx
-------------------------------
Title: Principal
------------------------------------
____________ shares of Common Stock of
the Company, which constitutes all of the
"Shares" beneficially owned by Stockholder.
***VOTING AGREEMENT***
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IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be duly
executed on the date and year first above written.
HEALTHEON CORPORATION
By:
---------------------------------------
Print Name:
-------------------------------
Title:
------------------------------------
XXXXXXX XXXXX CAPITAL
PARTNERS V, L.P.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
By: Xxxxxxx Xxxxx Capital Partners, LLC
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxx
-------------------------------
Title: Principal
------------------------------------
_____________ shares of Common Stock of
the Company, which constitutes all of the
"Shares" beneficially owned by Stockholder.
***VOTING AGREEMENT***
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EXHIBIT A
IRREVOCABLE PROXY
The undersigned Stockholder of Mede America Corporation, a Delaware
corporation (the "COMPANY"), hereby irrevocably appoints the directors on the
Board of Directors of Healtheon Corporation, a Delaware corporation ("PARENT"),
and each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to the voting of the Shares and
New Shares (as each such term is defined in the Voting Agreement of even date
between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters
described below (and on no other matter), until such time as that certain
Agreement and Plan of Reorganization dated as of April 20, 1999 (the "MERGER
AGREEMENT"), among Parent, Mercury Acquisition Corp., a Delaware corporation and
a wholly-owned subsidiary of Parent ("MERGER SUB"), and the Company, shall be
terminated in accordance with its terms or the Merger (as defined in the Merger
Agreement) becomes effective. Upon the execution hereof, all prior proxies given
by the undersigned with respect to the Shares and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof are
hereby revoked and no subsequent proxies will be given.
This proxy is irrevocable (to the fullest extent permitted by law), is
granted pursuant to the Voting Agreement and is granted in consideration of
Parent entering into the Merger Agreement. The attorneys and proxies named above
will be empowered at any time prior to the earlier of termination of the Merger
Agreement and the date on which the Merger becomes effective to exercise all
voting rights (including, without limitation, the power to execute and deliver
written consents with respect to the Shares) of the undersigned at every annual,
special or adjourned meeting of the Company's stockholders, and in every written
consent in lieu of such a meeting, or otherwise, to vote the Shares:
(i) in favor of approval of the Merger and the adoption and
approval of the Merger Agreement including all actions contemplated thereby;
(ii) against approval of any proposal made in opposition to, or
in competition with, consummation of the Merger and the Merger Agreement; and
(iii) against any of the following actions (other than those
actions that relate to the Merger and are contemplated by the Merger Agreement):
(A) any merger, consolidation, business combination, sale of assets,
reorganization or recapitalization of the Company with any party; (B) any
dissolution, liquidation or winding up of the Company; (C) any joint venture or
material strategic relationship with any party; (D) any material change in the
capitalization of the Company or the Company's capital structure; or (E) any
other action that is intended, or could reasonably be expected to impede,
interfere with, delay, postpone, discourage or adversely affect the Merger or
any of the transactions contemplated by the Merger Agreement.
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The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to the earlier of termination
of the Merger Agreement and the date on which the Merger becomes effective, at
every annual, special or adjourned meeting of the stockholders of the Company
and in every written consent in lieu of such meeting. The undersigned
Stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: April 20, 1999
WELSH, CARSON, XXXXXXXX &
XXXXX V, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By: WCAS V Partners, General Partner
By: /s/ X.X. XxXxxxxxx
---------------------------------------
Print Name: X.X. XxXxxxxxx
-------------------------------
Title: General Partner
------------------------------------
***PROXY***
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The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to the earlier of termination
of the Merger Agreement and the date on which the Merger becomes effective, at
every annual, special or adjourned meeting of the stockholders of the Company
and in every written consent in lieu of such meeting. The undersigned
Stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: April 20, 1999
WELSH, CARSON, XXXXXXXX &
XXXXX VI, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By: WCAS VI Partners, L.P. General Partner
By: /s/ X. X. XxXXXXXXX
---------------------------------------
Print Name: X. X. XxXXXXXXX
-------------------------------
Title: General Partner
------------------------------------
***PROXY***
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The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to the earlier of termination
of the Merger Agreement and the date on which the Merger becomes effective, at
every annual, special or adjourned meeting of the stockholders of the Company
and in every written consent in lieu of such meeting. The undersigned
Stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: April 20, 1999
WCAS CAPITAL PARTNERS II, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By: WCAS XX XX Partners, General Partner
By: /s/ X. X. XxXXXXXXX
---------------------------------------
Print Name: X. X. XxXXXXXXX
-------------------------------
Title: General Partner
------------------------------------
***PROXY***
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The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to the earlier of termination
of the Merger Agreement and the date on which the Merger becomes effective, at
every annual, special or adjourned meeting of the stockholders of the Company
and in every written consent in lieu of such meeting. The undersigned
Stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: April 20, 1999
WCAS INFORMATION PARTNERS, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
By: WCAS INFO Partners, General Partner
By: /s/ X. X. XxXXXXXXX
---------------------------------------
Print Name: X. X. XxXXXXXXX
-------------------------------
Title: General Partner
------------------------------------
***PROXY***
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The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to the earlier of termination
of the Merger Agreement and the date on which the Merger becomes effective, at
every annual, special or adjourned meeting of the stockholders of the Company
and in every written consent in lieu of such meeting. The undersigned
Stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: April 20, 1999
XXXXXXX XXXXX LEVERAGED CAPITAL
FUND, L.P.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
By: Xxxxxxx Xxxxx Leveraged Capital
Management, Its General Partner
By: /s/ XXXXXXX X. XXXXXX
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxx
-------------------------------
Title: Principal
------------------------------------
***PROXY***
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The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to the earlier of termination
of the Merger Agreement and the date on which the Merger becomes effective, at
every annual, special or adjourned meeting of the stockholders of the Company
and in every written consent in lieu of such meeting. The undersigned
Stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: April 20, 1999
XXXXXXX XXXXX CAPITAL
PARTNERS V, L.P.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
By: Xxxxxxx Xxxxx Capital Partners, LLC
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxx
-------------------------------
Title: Principal
------------------------------------
***PROXY***
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