1
Exhibit 10.63
EXECUTION COPY
STOCK PURCHASE AGREEMENT
AGREEMENT entered into as of June 14, 1999 by and among TA/Advent VIII,
L.P., TA/Atlantic and Pacific IV, L.P., TA Executives Fund LLC and TA Investors
LLC (each a "TA Investor," and collectively, as the "Buyer"), and the holders of
the capital stock of Physicians' Specialty Corp., a Delaware corporation (the
"Company"), listed on EXHIBIT A (the "Stockholders" and individually a
"Stockholder").
W I T N E S S E T H
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WHEREAS, the Stockholders own of record and beneficially, or will own
as of the Closing (as hereinafter defined) the number of shares of common stock
of the Company, par value $.001 per share, set forth on EXHIBIT A (said shares
being referred to herein as the "Company Shares"); and
WHEREAS, the Company and TA MergerCo, Inc., a Delaware corporation
("MergerCo"), have entered into an Agreement and Plan of Merger, dated as of the
date hereof (as the same may be amended from time to time, the "Merger
Agreement"), which provides, upon the terms and subject to the conditions
thereof, for the merger of MergerCo with and into the Company (the "Merger"),
with the Company being the surviving corporation;
WHEREAS, the Stockholders have entered into a Roll-over Agreement,
dated as of the date hereof, which provides, upon the terms and subject to the
conditions thereof, for the Stockholders to receive shares of common stock of
the surviving corporation in the Merger in exchange for certain shares of
Company common stock held by the Stockholders that are not set forth on EXHIBIT
A hereto.
WHEREAS, the Stockholders desire to sell all of the Company Shares to
Buyer, and Buyer desires to acquire all of the Company Shares.
NOW, THEREFORE, in order to consummate said purchase and sale and in
consideration of the mutual agreements set forth herein, the parties hereto
agree as follows:
SECTION 1. SALE OF SHARES AND PURCHASE PRICE.
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1.1 SALE AND TRANSFER OF COMPANY SHARES. In consideration of and in
reliance upon the representations and warranties contained herein and subject to
the terms and conditions of this Agreement, the Stockholders agree to sell, and
Buyer agrees to purchase, at the Closing, the Company Shares, which purchase
shall be allocated among the TA Investors as set forth in EXHIBIT
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B attached hereto, as amended from time to time by agreement of each TA
Investor. At the Closing, each Stockholder shall deliver or cause to be
delivered to Buyer certificates representing all of the Company Shares owned by
such Stockholder, as set forth in EXHIBIT A. Such stock certificates shall be
duly endorsed in blank for transfer or shall be presented with stock powers duly
executed in blank, with such signature guarantees and such other documents as
may be reasonably required by Buyer to effect a valid transfer of such Company
Shares by such Stockholder, free and clear of any and all liens, encumbrances,
charges or claims. Each Stockholder by execution of this Agreement hereby
appoints Buyer as his attorney-in-fact to effectuate transfer of the Company
Shares at the Closing (as hereinafter defined).
1.2 PURCHASE PRICE AND PAYMENT. In consideration of the sale by
Stockholders to Buyer of the Company Shares and in reliance upon the
representations and warranties of the Company and the Stockholders herein
contained and made at the Closing and subject to the satisfaction of all of the
conditions contained herein, Buyer agrees that at the Closing it will deliver to
each Stockholder the amount specified in EXHIBIT A hereto by bank cashier check
in Boston Clearing House Funds or by wire transfer of immediately available
funds in accordance with the instructions set forth on EXHIBIT C hereto.
1.3 THE CLOSING. Subject to the terms and conditions contained in this
Agreement, the sale and purchase of the Company Shares hereunder (the "Closing")
shall take place at the offices of Xxxxxxxx Xxxxxxx LLP, NationsBank Plaza, 000
Xxxxxxxxx Xxxxxx, XX, Xxxxx 0000, Xxxxxxx, XX 00000-0000, at such time and on a
date (the "Closing Date") to be specified by Buyer, which shall be no later than
the second business day after satisfaction or waiver of all of the conditions
set forth in Section 3 hereof, or at such other place or on such other date as
is mutually agreeable to Buyer and the Stockholders.
1.4 TRANSFER TAXES. All transfer taxes, fees and duties under
applicable law incurred in connection with the sale and transfer of the Company
Shares under this Agreement will be borne and paid by the Stockholders, and the
Stockholders shall promptly reimburse the Company and Buyer for any such tax,
fee or duty which any of them is required to pay under applicable law.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
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2.1 REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. As a material
inducement to Buyer to enter into this Agreement and acquire the Company Shares,
each Stockholder hereby represents and warrants as to himself or itself that, as
of the date hereof and the Closing Date:
(a) OWNERSHIP. All of the Company Shares set forth opposite
such Stockholder's name on EXHIBIT A attached hereto are owned of record and
beneficially by such Stockholder as of the date hereof except as set forth on
EXHIBIT A, or will be owned of record and beneficially by such Stockholder as of
the Closing Date. Such Stockholder has, except as set forth on EXHIBIT A, and
such Stockholder will have as of the Closing Date, good and marketable title to
such Company Shares, free and clear of all security interests, claims, liens,
pledges, options,
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encumbrances, charges, agreements, voting trusts, proxies and other arrangements
or restrictions whatsoever ("ENCUMBRANCES"). At the Closing, such Stockholder
shall transfer to Buyer good and marketable title to such Company Shares, free
and clear of all Encumbrances.
(b) ENFORCEABILITY. This Agreement has been duly authorized,
executed and delivered by such Stockholder and constitutes a valid and legally
binding obligation of such Stockholder, enforceable in accordance with its
terms, except to the extent that enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization and other laws affecting the enforcement
of creditors' rights generally and by general principles of equity.
(c) NO CONFLICTS. The execution, delivery and performance of
this Agreement by such Stockholder does not conflict with, violate or result in
the breach of, or create any lien or encumbrance on his Company Shares pursuant
to, any agreement, instrument, order, judgment, decree, law or governmental
regulation to which such Stockholder is a party or is subject or by which his
Company Shares are bound.
(d) INVESTMENT REPRESENTATION. Such Stockholder acknowledges
that it has been provided access to all information requested by it in order to
evaluate the merits and risks of the transactions contemplated by this
Agreement. Such Stockholder has relied solely upon the advice of his, her or its
own counsel, accountant and other advisors, with regard to the legal,
investment, tax and other considerations regarding this Agreement and the
transactions contemplated hereby.
2.2 REPRESENTATIONS AND WARRANTIES OF BUYER. As a material inducement
to the Stockholders to enter into this Agreement and contribute the Company
Shares, Buyer hereby represents and warrants that, as of the date hereof and the
Closing Date:
(a) ENFORCEABILITY. This Agreement has been duly authorized,
executed and delivered by Buyer and constitutes a valid and legally binding
obligation of Buyer, enforceable in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and other laws affecting the enforcement of creditors' rights
generally and by general principles of equity.
(b) NO CONFLICTS. The execution, delivery and performances of
this Agreement by Buyer does not conflict with, violate or result in a breach of
any agreement, instrument, order, judgement, decree, law or governmental
regulation to which Buyer is a party or is subject.
(c) NO UNREGISTERED DISTRIBUTION. Buyer is purchasing the
Company Shares for investment for Buyer's own account, without any view to the
unregistered public distribution or public resale thereof, all without
prejudice, however, to the right of Buyer at any time lawfully to sell or
otherwise to dispose of all or any part of the Company Shares pursuant to
registration, or an exemption therefrom, under the Act and applicable state
securities laws.
(d) RESTRICTED SECURITIES. Buyer understands that the Company
Shares it is purchasing are characterized as "restricted securities" under the
federal securities laws and that
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under such laws and applicable regulations such securities may be resold without
registration under the Act only in certain limited circumstances.
(e) INVESTOR SUITABILITY. Buyer represents and warrants that
it is an accredited investor as defined in Rule 501 under the Securities Act of
1933, as amended, and has the capacity to evaluate the merits and risks of an
investment in the Company Shares and is able to bear the economic risk of this
investment. Buyer acknowledges that it has been provided access to all
information requested by it in order to evaluate the merits and risks of an
investment in the Company Shares.
(f) LEGENDS. It is understood that the certificates evidencing
the Company Shares may bear one or all of the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT."
(b) Any legend required by applicable state laws.
SECTION 3. CONDITIONS.
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3.1 CONDITIONS TO STOCKHOLDERS' OBLIGATIONS. The obligation of the
Stockholders to consummate the transactions contemplated hereby shall be subject
to fulfillment or waiver, at or prior to the Closing Date, of the following
conditions:
(a) the Stockholders shall have received from Buyer a
certificate of Buyer, dated as of the Closing Date, to the effect that each
condition to Buyer's obligation to consummate the Merger, as set forth in the
Merger Agreement, has been satisfied and Buyer knows of no reason why the Merger
will not be consummated immediately following the Closing; and
(b) the representations and warranties of Buyer herein shall
be true and correct in all material respects as of the Closing Date.
3.2 CONDITIONS TO BUYER'S OBLIGATIONS. The obligation of Buyer to
consummate the transactions contemplated hereby shall be subject to fulfillment
or waiver, at or prior to the Closing Date, of the following conditions:
(a) Buyer shall have received from Target a certificate of
Target, dated as of the Closing Date, to the effect that each condition to
Target's obligation to consummate the Merger, as set forth in the Merger
Agreement, has been satisfied and Target knows of no reason why the Merger will
not be consummated immediately following the Closing; and
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(b) the representations and warranties of the Stockholders
herein shall be true and correct in all material respects as of the Closing
Date.
SECTION 4. GENERAL PROVISIONS.
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4.1 TRANSFEROR'S CERTIFICATE OF NON-FOREIGN STATUS. Prior to the
Closing Date each Stockholder shall deliver to Buyer a "transferor's certificate
of non-foreign status" as provided in the Treasury Regulations under Section
1445 of the Code in the form attached hereto as Exhibit D attached hereto.
4.2 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
4.3 FURTHER ASSURANCE. After the Closing, as and when requested by
Buyer, the Stockholders shall, without further consideration, execute and
deliver all such instruments of conveyance and transfer and shall take such
further actions as Buyer may deem reasonably necessary or desirable in order to
transfer the Company Shares to Buyer and to carry out fully the provisions and
purposes of this Agreement.
4.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.
4.5 SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
4.6 COMPLETE AGREEMENT. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
4.7 COUNTERPARTS. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
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4.8 SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof or was otherwise breached. It is
accordingly agreed that the parties shall be entitled to specific relief
hereunder, including, without limitation, an injunction or injunctions to
prevent and enjoin breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, in any state or federal court in
the State of Delaware, in addition to any other remedy to which they may be
entitled at law or in equity. Any requirements for the securing or posting of
any bond with respect to any such remedy are hereby waived.
4.9 CHOICE OF LAW/CONSENT TO JURISDICTION. All disputes, claims or
controversies arising out of or relating to this Agreement, or the negotiation,
validity or performance of this Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to its rules of
conflict of laws. Each Stockholder and Buyer hereby irrevocably and
unconditionally consents to submit to the sole and exclusive jurisdiction of the
courts of the State of Delaware and of the United States located in the State of
Delaware (the "DELAWARE COURTS") for any litigation arising out of or relating
to this Agreement, or the negotiation, validity or performance of this Agreement
(and agrees not to commence any litigation relating thereto except in such
courts), waives any objection to the laying of venue of any such litigation in
the Delaware Courts and agrees not to plead or claim in any Delaware Court that
such litigation brought therein has been brought in any inconvenient forum. Each
of the parties hereto agrees, (a) to the extent such party is not otherwise
subject to service of process in the State of Delaware, to appoint and maintain
an agent in the State of Delaware as such party's agent for acceptance of legal
process, and (b) that service of process may also be made on such party by
prepaid certified mail with a proof of mailing receipt validated by the United
States Postal Service constituting evidence of valid service. Service made
pursuant to (a) or (b) above shall have the same legal force and effect as if
served upon such party personally within the State of Delaware. For purposes of
implementing the parties' agreement to appoint and maintain an agent for service
of process in the State of Delaware, each such party does hereby appoint CT
Corporation, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000,
as such agent.
4.10 CONSTRUCTION. Whenever the context requires, each term stated in
either the singular or the plural shall include the singular and the plural and
pronouns stated in either the masculine, the feminine or the neuter gender shall
include the masculine, feminine and neuter. All references to Sections and
Paragraphs refer to sections and paragraphs of this Agreement. The use of the
word "including" in this Agreement shall be by way of example rather than
limitation.
4.11 AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended and waived only with the prior written consent of each of the parties
hereto provided, however, that Buyer may in writing waive or consent to a
modification of any provision of this Agreement with respect to any Stockholder
without the agreement of any other party hereto, and provided, further, that
EXHIBIT B may be amended by agreement of each TA Investor. Notwithstanding the
foregoing sentence, the provisions of this Agreement may not be amended or
waived in a manner that would adversely affect the rights of the Company
hereunder without the prior written consent of the Company.
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4.12 THIRD PARTY BENEFICIARY. The Company is a third-party beneficiary
of this Agreement and shall be entitled to enforce this Agreement against each
of the Stockholders in the same manner as if it were a party hereto.
4.13 NO AGREEMENT UNTIL EXECUTED. Irrespective of negotiations among
the parties or the exchanging of drafts of this Agreement, this Agreement shall
not constitute or be deemed to evidence a contract, agreement, arrangement or
understanding among the parties hereto unless and until (i) the Board of
Directors of the Company has approved, for purposes of Section 203 of the
Delaware General Corporation Law and any applicable provision of the Company's
Certificate of Incorporation, the terms of the Merger, and (ii) this Agreement
is executed by the parties hereto.
4.14 EXCULPATION. No Stockholder shall have any liability or obligation
whatsoever under or by reason of this Agreement because of a breach by any other
Stockholder of its obligations, representations or warranties hereunder.
4.15 TERMINATION. Notwithstanding anything in this Agreement to the
contrary, this Agreement shall terminate upon the termination of the Merger
Agreement pursuant to Section 9.1 thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Agreement on the date first written above.
BUYER:
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TA/ADVENT VIII, L.P.
By: TA Associates VIII LLC, its General Partner
By: TA Associates, Inc., its General Partner
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx
Managing Director
TA/ATLANTIC AND PACIFIC IV, L.P.
By: TA Associates AP IV, L.P., its General Partner
By: TA Associates, Inc., its General Partner
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx
Managing Director
TA INVESTORS, LLC
By: TA Associates, Inc., its Manager
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx
Managing Director
TA EXECUTIVES FUND, LLC
By: TA Associates, Inc., its Manager
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Xxxxxxx Xxxxxx
Managing Director
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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ATLANTA HEAD & NECK, P.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx, M.D
Title:
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx, M.D.
13
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx Xxxxxxxx
-----------------------------------
Xxxxxx Xxxxxxxx, M.D.
14
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx, M.D.
15
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx, M.D.
16
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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EAR, NOSE & THROAT SPECIALISTS, P.C.
By: /s/ Xxxxxx X. Xxx Xxxx
-----------------------------------
Name: Xxxxxx X. Xxx Xxxx, M.D.
Title:
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxx, M.D.
19
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx, M.D.
20
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx, M.D.
21
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxxx
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxx, M.D.
25
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxx X. Xxxxxxxx
-----------------------------------
Xxx X. Xxxxxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxx X. Xxxxxxx
-----------------------------------
Xxxx X. Xxxxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxxx, M.D.
35
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxx X. Xxxxx
-----------------------------------
Xxx X. Xxxxx, M.D.
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx
37
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx
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STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxx
00
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
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STOCKHOLDER SIGNATURE PAGE
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XXXX, XXXXXXXX & CO. PARTNERS, L.P.
By: Xxxx, Xxxxxxxx & Co., its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
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EXHIBIT A
Company Shares
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Stockholder Beneficially Owned/purchased Owned of Record Purchase Price
----------- ---------------------------- --------------- --------------
Xxxxxx Xxxxx, M.D 106,488 106,488 $ 1,118,124.00
Atlanta Head & Neck-Xxxxxxxxx 16,190 16,190 $ 169,995.00
Xxxxxxx Xxxxxxx, M.D 15,761 15,761 $ 165,490.50
Xxxxxx Xxxxxxxx, M.D 28,725 28,725 $ 301,612.50
Xxxxxxx Xxxxxx, M.D 5,000 5,000 $ 52,500.00
Xxxxxxx Xxxxxx, M.D 39,195 39,195 $ 411,547.50
Xxxxxx Xxxxxxx, M.D 9,524 9,524 $ 100,002.00
ENT Specialists- Van Tuyl 11,490 11,490 $ 120,645.00
Xxxxxx Xxxxx, M.D 17,185 17,185 $ 180,442.50
Xxxxx Xxxxxxx, M.D 31,153 31,153 $ 327,106.50
Xxxxx Xxxxxx, M.D 44,190 44,190 $ 463,995.00
Xxxxxxxxxxx Xxxxxxxx 2,257 2,257 $ 23,698.50
Xxxxx Xxxxxxx, M.D 128,431 128,431 $ 1,348,525.50
Xxxxx Xxxxx, M.D 93,121 93,121 $ 977,770.50
Xxx Xxxxxxxxx, M.D 5,591 5,591 $ 58,705.50
Xxxxxx Xxxx, M.D 12,882 12,882 $ 135,261.00
Xxxxxx Xxxxxx, M.D 36,339 36,339 $ 381,559.50
Xxxxxxx Xxxxxxxx, M.D 200,418 200,418 $ 2,104,389.00
Xxxxxxx Xxxxx, M.D 5,770 5,770 $ 60,585.00
Xxxxxxx Xxxxxxxx, M.D 7,932 7,932 $ 83,286.00
Xxxxx Xxxxxxxx, M.D 9,671 9,671 $ 101,545.50
Xxx Xxxxxxxx, M.D 35,000 35,000 $ 367,500.00
Xxxx Xxxxxxx, M.D 42,142 42,142 $ 442,491.00
Xxxxxxx Xxxxx, M.D 19,048 19,048 $ 200,004.00
Xxxxxx Xxxxxxxxxxx, M.D 69,962 69,962 $ 734,601.00
Xxxxx Xxxxx, M.D 396,001 380,953 $ 4,158,010.50
Xxx Xxxxx, M.D 103,101 103,101 $ 1,082,560.50
Xxxx, Xxxxxxxx & Co. Partners, L.P. 266,448 266,448 $ 2,797,704.00
Xxxxxxx Xxxxxxx 41,843 0 $ 439,351.50
Xxxxxx Xxxxxxxx 16,476 0 $ 172,998.00
Xxxxxx Xxxxxxx 34,081 0 $ 357,850.50
Xxxxx Xxxxxx 22,504 0 $ 236,292.00
--------- --------- --------------
TOTALS 1,873,919 1,743,967 $19,676,149.50
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EXHIBIT B
TA Investor Percentage of Total Company Shares Purchased
----------- --------------------------------------------
TA/Advent VIII, L.P. 60%
TA/Atlantic and Pacific IV, L.P. 38%
TA Executives Fund LLC 1%
TA Investors LLC 1%
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EXHIBIT C
_________
WIRE INSTRUCTIONS
NAME:_________________________________________________________________________
BANK:_________________________________________________________________________
ACCOUNT NO.:__________________________________________________________________
ABA NO.:______________________________________________________________________
DDA NO.:______________________________________________________________________
REFERENCE:____________________________________________________________________
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EXHIBIT D
_______________________
TRANSFEROR'S CERTIFICATE OF NON-FOREIGN STATUS
Individual Transferor
_______________________
Section 1445 of the Internal Revenue Code provides that a transferee (Buyer)
of a U.S. real property interest must withhold tax if the transferor (seller)
is a foreign person. To inform the TA Investors that withholding of tax is not
required upon my disposition of a U.S. real property interest, the undersigned
hereby certifies the following:
1. I am not a nonresident alien for purposes of U.S. income taxation;
2. My U.S. taxpayer identifying number (Social Security number) is:
__________________________; and
3. My home address is:
_______________________________________
_______________________________________
I understand that this certification may be disclosed to the Internal
Revenue Service by the TA Investors and that any false statement I have made
here could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct,
and complete.
Date:________________ Signed: ______________________________________
Print Name: ______________________________________
