VOTING AGREEMENT
Exhibit 2
EXECUTION
VERSION
THIS VOTING AGREEMENT (this
“Agreement”), dated as of June 26, 2011,
is made by and among METROPOLITAN HEALTH NETWORKS, INC., a
Florida corporation (“Parent”) and the
Shareholders listed on Schedule 1 attached hereto
(each individually, a “Shareholder” and
collectively, the “Shareholders”).
WITNESSETH:
WHEREAS, concurrently with the execution of this
Agreement, Parent, Cab Merger Sub, Inc., a Florida corporation
and a direct wholly owned subsidiary of Parent (“Merger
Subsidiary”), and Continucare Corporation, a Florida
corporation (the “Company”) are entering into
an Agreement and Plan of Merger of even date herewith (the
“Merger Agreement”), pursuant to which the
parties thereto agree, upon the terms and subject to the
conditions set forth therein, to merge Merger Subsidiary with
and into the Company (the “Merger”); and
WHEREAS, each Shareholder owns of record and Beneficially
Owns the number of shares of Common Stock, par value $0.0001 per
share of the Company (“Company Common Stock”)
set forth opposite such Shareholder’s name on
Schedule 1 attached hereto (such shares of Company
Common Stock, together with any other shares of capital stock of
the Company acquired by such Shareholder after the date hereof
and during the term of this Agreement, including any shares
issued upon the exercise of any warrants or options, the
conversion of any convertible securities or otherwise, being
collectively referred to herein as the “Subject
Shares”); and
WHEREAS, as inducement and a condition to Parent’s
willingness to enter into the Merger Agreement, Parent has
required Shareholders to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and
agreements contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:
Section 1. Certain
Definitions. In addition to the terms defined
elsewhere herein, capitalized terms used and not defined herein
shall have the respective meanings ascribed to them in the
Merger Agreement. For purposes of this Agreement:
(a) “Beneficially Own” or
“Beneficial Ownership” with respect to any
securities means having “beneficial ownership” of such
securities as determined pursuant to
Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Without duplicative counting
of the same securities by the same holder, securities
Beneficially Owned by a person include securities Beneficially
Owned by all other persons with whom such person would
constitute a “group” within the meaning of
Section 13(d) of the Exchange Act with respect to the
securities of the same issuer.
Section 2. Representations
and Warranties of Shareholder. Each
Shareholder represents and warrants severally, but not jointly,
to Parent as follows:
(a) Ownership and Power to Vote
Shares. Each Shareholder is the sole record
owner of the Subject Shares set forth opposite such
Shareholder’s name on Schedule 1. The party
signing this Agreement on behalf of each Shareholder is the
Beneficial Owner of all of the Subject Shares. On the date
hereof, the Subject Shares (including the options set forth
opposite such Shareholder’s name on Schedule 1)
constitute all of the shares of the Company Common Stock owned
of record or Beneficially Owned by such Shareholder. Except as
shown on Schedule 1, there are no outstanding
options or other rights to acquire by or from such Shareholder
or obligations of such Shareholder to sell or to acquire, any
shares of Company Common Stock. The party signing this Agreement
on behalf of each Shareholder has full power individually or as
a trustee of an investment trust, to vote or to direct the
voting of, full power to issue instructions or direct the
issuance of instructions with respect to the matters set forth
in Sections 4, 5, 6 and 7
hereof, full power to dispose of or direct the disposition of,
and full power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Subject
Shares.
(b) Power; Binding Agreement. Each
Shareholder has the legal capacity, power and authority to enter
into and perform all of such Shareholder’s obligations
under this Agreement. This Agreement has been duly and validly
executed and delivered, and, if such Shareholder is not a
natural person, authorized by such Shareholder and constitutes a
valid and binding agreement of such Shareholder, enforceable
against such Shareholder in accordance with its terms except
that (i) such enforcement may be subject to applicable
bankruptcy, insolvency or other similar laws, now or hereafter
in effect, affecting creditors’ rights generally, and
(ii) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(c) No Conflicts. Except as
contemplated by the Merger Agreement, no filing with, and no
permit, authorization, consent or approval of, any Government
Authority is necessary for the execution and delivery of this
Agreement by such Shareholder and consummation by such
Shareholder of the transactions contemplated hereby. None of the
execution and delivery of this Agreement by a Shareholder, or
the consummation by a Shareholder of the transactions
contemplated hereby or compliance by such Shareholder with any
of the provisions hereof shall (i) if a particular
Shareholder is not a natural person, conflict with or result in
any breach of any organizational or trust documents applicable
to such Shareholder, (ii) result in a violation or breach
of, or constitute (with or without notice or lapse of time or
both) a default (or give rise to any third party right of
termination, cancellation, modification or acceleration) under
any of the terms, conditions or provisions of any note, loan
agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Shareholder
is a party or by which such Shareholder or any of its properties
or assets may be bound, or (iii) violate any order, writ,
injunction, decree, judgment, order, statute, rule or regulation
applicable to such Shareholder or the Subject Shares, except for
any such conflicts, violations, breaches, defaults or other
occurrences which would neither, individually or in the
aggregate, prevent or delay the performance by any Shareholder
of any of the obligations of such Shareholder pursuant to this
Agreement.
(d) No Encumbrance. Except as
would not impair the ability of a Shareholder to perform its
obligations hereunder, the Subject Shares are now, and, at all
times during the term hereof, will be, held by such Shareholder
free and clear of all Liens, except for any such Liens arising
hereunder.
(e) No Finder’s Fees. No
broker, investment banker, financial advisor or other person is
entitled to any broker’s, finder’s, financial
adviser’s or other similar fee or commission in connection
with the transactions contemplated hereby, other than as
disclosed in the Merger Agreement, based upon the arrangements
made by or on behalf of such Shareholder.
(f) Reliance. Each Shareholder
understands and acknowledges that each of the Company, Parent
and Merger Subsidiary is entering into the Merger Agreement in
reliance upon such Shareholder’s execution and delivery of
this Agreement.
Section 3. Disclosure. Each
Shareholder hereby agrees to permit Parent and the Company to
publish and disclose in any document, statement, schedule or
other filing filed with the SEC (including, without limitation,
any
Form 8-K,
the Proxy Statement, or the
Form S-4),
and any press release or other disclosure document which Parent
or the Company, in either of their sole discretion, determines
to be required by law or reasonably necessary in connection with
the Merger and any transactions related thereto, such
Shareholder’s identity and ownership of the Company Common
Stock and the nature of such Shareholder’s commitments,
arrangements and understandings under this Agreement.
Section 4. Transfer
And Other Restrictions.
(a) No Solicitation; Other
Offers. Each Shareholder shall, and shall
cause its trustees, representatives, consultants, investment
bankers, attorneys, accountants and other agents acting in its
capacity as such (collectively, a person’s or entity’s
“Representatives”) to, immediately cease any
discussions, activities or negotiations with any other Person or
Persons (other than Parent and Parent’s representatives)
that may be ongoing with respect to any Acquisition Proposal.
Each Shareholder further agrees that it and its Representatives
(to the extent they are serving as a Representative of a
Shareholder) shall not (i) directly or indirectly solicit,
initiate, knowingly encourage or knowingly facilitate any
inquiries or the making of any Acquisition Proposal,
(ii) directly or indirectly participate in
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any discussions or negotiations with, furnish any information
relating to the Company or any of its Subsidiaries or afford
access to the business, properties, books, records, data or
confidential information of the Company or any of its
Subsidiaries to any Third Party that is seeking to make, or has
made an Acquisition Proposal, or take any other action to
knowingly facilitate any inquiries or the making of any proposal
that constitutes, or may reasonably be expected to lead to, an
Acquisition Proposal, (iii) recommend, adopt or approve, or
propose publicly to recommend, adopt or approve, an Acquisition
Proposal, or (iv) agree or publicly propose to do any of
the foregoing. Each Shareholder further agrees that it shall
promptly notify Parent (but in no event later than forty-eight
hours) after receipt by such Shareholder (or any of its
Representatives) of any Acquisition Proposal, any inquiry that
could be reasonably expected to lead to an Acquisition Proposal
or of any request for information relating to the Company or its
Subsidiaries by any Third Party that to the knowledge of the
Shareholder may be considering making, or has made an
Acquisition Proposal, which notice shall be provided in writing
and shall identify the person making, and the terms and
conditions of, any such Acquisition Proposal, inquiry or request
(including any material changes thereto and copies of any
written materials received from such Third Party or its
Representatives in connection therewith). The Shareholders shall
keep Parent fully informed of any material change to any
Acquisition Proposal, inquiry or request for information. The
Shareholders shall enforce, to the fullest extent permitted
under Applicable Law, the provisions of any standstill,
confidentiality or similar agreement entered into by the
Shareholders or their respective Representatives, including
where necessary, seeking to obtain injunctions to prevent any
breaches of such agreements and to enforce specifically the
terms and provisions thereof in any court having jurisdiction.
Notwithstanding anything to the contrary contained herein, if
the Company or the Company Board is, subject to all the
procedures, obligations, conditions and limitations otherwise
applicable to the Company, engaging in an action permitted to be
taken with respect to an Acquisition Proposal by the Company or
the Company Board pursuant to Section 5.02 of the Merger
Agreement, then a Shareholder may also engage in such action
with respect to the subject Acquisition Proposal provided that
the Shareholder has complied with all of the procedures,
obligations, conditions and limitations otherwise applicable to
the Company, including but not limited to the entry by such
Shareholder into a Confidentiality Agreement and the compliance
by the Shareholder with various notification obligations. Parent
agrees that each Shareholder’s notification obligations
hereunder may be satisfied by communications from the Company to
Parent and any such notifications need not be provided by the
Shareholder individually. Without limiting the foregoing, Parent
and each of the Shareholders agree that any violation of the
restrictions set forth in this Section 4 by any
Representative of a Shareholder shall constitute a breach by
such Shareholder of this Section 4.
(b) Certain Prohibited Transfers and
Standstill. Prior to the termination of this
Agreement, each Shareholder agrees not to, directly or
indirectly:
(i) except pursuant to the terms of the Merger Agreement,
offer for sale, sell, transfer, tender, pledge, encumber, assign
or otherwise dispose of (including by gift), or enter into any
contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer,
tender, pledge, encumbrance, assignment or other disposition of
any or all of the Subject Shares or any interest therein;
(ii) grant any proxy, grant any power of attorney, deposit
any of the Subject Shares into a voting trust or enter into a
voting agreement or arrangement with respect to the Subject
Shares except as provided in this Agreement which would have the
effect of preventing or disabling such Shareholder from
performing its obligations under this Agreement;
(iii) take any other action that would make any
representation or warranty of such Shareholder contained herein
untrue or incorrect in any material respect or have the effect
of preventing or disabling such Shareholder from performing its
obligations under this Agreement;
(iv) make, or in any way participate, directly or
indirectly, in any “solicitation” of
“proxies” to vote, or to seek to advise or influence
any Person with respect to the voting of, any voting securities
of the Company (including by making publicly known such
Shareholder’s position on any matter presented to the
stockholders), other than to recommend that shareholders of the
Company vote in favor of the Merger and the Merger Agreement;
(v) submit to the Company any stockholder proposal under
Rule 14a-8
under the Exchange Act;
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(vi) make any public announcement with respect to, or
submit a proposal for, or offer of (with or without conditions)
any extraordinary transaction involving the Company or its
securities or assets;
(vii) form, join or in any way participate in a
“group” (as defined in Section 13(d)(3) under the
Exchange Act) in connection with any of the foregoing;
(viii) seek to have Section 4 amended in any way which
may be reasonably likely to require, involve or trigger public
disclosure of such request pursuant to Applicable Law, or to
have any provision of Section 4 amended, modified or
waived; or
(ix) otherwise take, directly or indirectly, any actions
with the purpose of avoiding or circumventing any provision of
Section 4 or which could reasonably be expected to have the
effect of preventing, materially impeding, materially
interfering with or materially adversely affecting the
consummation of the transactions contemplated by the Merger
Agreement.
The term “sale” in this Agreement shall include a
“constructive sale” which shall encompass a short sale
with respect to such security, entering into or acquiring a
derivative contract with respect to such security, entering into
or acquiring a futures or forward contract to deliver such
security or entering into any transaction that has substantially
the same effect as any of the foregoing.
(c) Confidentiality. Each
Shareholder agrees that for one year after the date of this
Agreement, the Shareholder shall hold in confidence, and except
as required by law or an order of a court or governmental agency
with jurisdiction, the Shareholder shall not disclose to any
person or entity for any reason or purpose, or use in any way
(other in the Shareholder’s capacity as a director, officer
or employee of the Company or its affiliates), any Confidential
Information obtained by the Shareholder in his or its capacity
as a stockholder, director, officer or employee of the Company.
The term “Confidential Information” means
information that is treated by the Company or any of its
subsidiaries as confidential and proprietary information,
including but not limited to, information regarding databases,
competitive strategies, models, marketing programs or sales,
financial, marketing, training and technical information, other
than information that (i) is generally available without
use of information developed by or obtained from the Company or
its subsidiaries and (ii) becomes generally available only
because of a breach of this Agreement).
(d) Covenants of Section 4 are Essential and
Independent Covenants. The covenants by each
Shareholder in Section 4 are essential elements of
this Agreement, and without each Shareholder’s agreement to
comply with such covenants, Parent would not have entered into
this Agreement or the Merger Agreement. Parent and Shareholders
have independently consulted their respective counsel and have
been advised in all respects concerning the reasonableness and
propriety of such covenants, with specific regard to the nature
of the business conducted by the Company and its Affiliates.
Section 5. Voting
of the Company Common Stock. Each Shareholder
hereby agrees that, during the period commencing on the date
hereof and continuing until the first to occur of (a) the
Effective Time or (b) termination of this Agreement in
accordance with its terms, at any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of
the holders of Company Common Stock, however called, at which
the holders of the Company Common Stock are asked to vote upon a
proposal to adopt the Merger Agreement and to approve the Merger
or any other of the transactions that are the subject of the
Merger Agreement, such Shareholder will appear at the meeting or
otherwise cause the Subject Shares to be counted as present
thereat for purposes of establishing a quorum and vote (or cause
to be voted) all of the Subject Shares:
(i) in favor of and to adopt the Merger Agreement and
approve the Merger
and/or the
other transactions contemplated by the Merger Agreement; and
(ii) except as otherwise agreed to in writing in advance by
Parent in its sole discretion, against the following (other than
the Merger and the transactions contemplated the Merger
Agreement): (A) any Acquisition Proposal, (B) any
change in a majority of the persons who constitute the Board of
Directors of the Company, (C) any action or agreement that
would result in a breach of any covenant, representation or
warranty or any obligation or agreement of the Company under the
Merger Agreement or this Agreement, or (D) any action which
could reasonably be expected, to materially impede, materially
interfere with, materially
4
delay, materially postpone or materially adversely affect the
Merger and the transactions contemplated by the Merger Agreement.
Section 6. Agreement
not to Transfer; Additional Shares Subject to
Agreement. Each Shareholder agrees with, and
covenants to, Parent that, until termination of the Merger
Agreement, except as contemplated by the Merger Agreement, such
Shareholder will not request that Company register the transfer
(book-entry or otherwise) of any certificate or uncertificated
interest representing any of the Subject Shares, unless such
transfer is made in compliance with this Agreement.
Section 7. Future
Cooperation. Each party shall reasonably
consult with the other and provide any reasonably necessary
information and material with respect to all filings made by
such party with any Governmental Authority in connection with
this Agreement and the Merger Agreement and the transactions
contemplated hereby and thereby.
Section 8. Fiduciary
Duties. Each Shareholder is signing this
Agreement, notwithstanding anything to the contrary contained
herein, solely in such Shareholder’s capacity as an owner
of his, her or its respective Subject Shares, and nothing herein
shall prohibit, prevent or preclude such individual Shareholder
from taking or not taking any action in his capacity as a
director of the Company.
Section 9. Termination. This
Agreement shall terminate on the earliest to occur of:
(a) the termination of the Merger Agreement in accordance
with Section 9.01 of the Merger Agreement, (b) the
written agreement of the parties hereto to terminate this
Agreement, and (c) the Effective Time of the Merger
(provided that the provisions of Section 4(c) and 4(d)
shall survive the Effective Time of the Merger.)
Section 10. Miscellaneous.
(a) Entire Agreement. This
Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior
agreements and understandings, both oral and written, among the
parties with respect to the subject matter hereof.
(b) New Shares. Each Shareholder
agrees that, in the event (a) of any stock dividend, stock
split, recapitalization, reclassification, combination or
exchange of shares of capital stock of the Company or any of its
Subsidiaries on, of or affecting the Subject Shares of such
Shareholder, (b) such Shareholder purchases or otherwise
acquires Beneficial Ownership of or an interest in any shares of
capital stock of the Company or any of its Subsidiaries after
the execution of this Agreement (including by conversion), or
(c) such Shareholder voluntarily acquires the right to vote
or share in the voting of any shares of capital stock of the
Company or any of its Subsidiaries other than the Subject Shares
(collectively, “New Shares”), other than as a
person named as a proxy in proxies solicited by the Board of
Directors of the Company (with regard to which such Shareholder
shall vote as instructed by the persons who executed the proxies
or as otherwise described in the Proxy Statement), such
Shareholder shall deliver promptly to Parent written notice of
the number of any New Shares acquired by such Shareholder. Such
Shareholder also agrees that any New Shares acquired or
purchased by such Shareholder shall be subject to the terms of
this Agreement.
(c) Successors and Assigns. This
Agreement shall not be assigned by operation of law or otherwise
without the prior written consent of the other parties hereto.
This Agreement shall be binding upon, inure to the benefit of
and be enforceable by each party and such party’s
respective heirs, beneficiaries, executors, representatives and
permitted assigns.
(d) Amendment and
Modification. This Agreement may not be
amended, altered, supplemented or otherwise modified or
terminated (other than a termination under Section 9
of this Agreement) except upon the execution and delivery of a
written agreement executed by the parties hereto.
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(e) Notices. All notices, requests
and other communications to any party hereunder shall be in
writing (including facsimile or electronic mail transmission)
and shall be given,
If to Parent, to:
Metropolitan Health Networks, Inc.
000 Xxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, General Counsel
Facsimile No.: 561.805-8501
Email: xxxxxxxxxxx@xxxxxxx.xxx
000 Xxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, General Counsel
Facsimile No.: 561.805-8501
Email: xxxxxxxxxxx@xxxxxxx.xxx
with a copy to:
Xxxxxxxxx Traurig, P.A.
000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxx@xxxxx.xxx
000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxx, Esq.
Fax: (000) 000-0000
Email: xxxxxx@xxxxx.xxx
If to a Shareholder, to:
The address set forth opposite such Shareholder’s name on
Schedule 1
with a copy to:
Akerman Senterfitt
Xxx Xxxxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxxxxxxx, Esq. and Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
Email: xxxxx.xxxxxxxxxxx@xxxxxxx.xxx and xxxxxx.xxxxxxx@xxxxxxx.xxx
Xxx Xxxxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxxxxxxx, Esq. and Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
Email: xxxxx.xxxxxxxxxxx@xxxxxxx.xxx and xxxxxx.xxxxxxx@xxxxxxx.xxx
or to such other address, facsimile number or electronic mail
address as such party may hereafter specify for the purpose by
notice to the other parties hereto. All such notices, requests
and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to
5:00 p.m. on a Business Day in the place of receipt.
Otherwise, any such notice, request or communication shall be
deemed to have been received on the next succeeding Business Day
in the place of receipt.
(f) Severability. If any term,
provision, covenant or restriction of this Agreement is held by
a court of competent jurisdiction or other Governmental
Authority to be invalid, void or unenforceable, 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 so long as the economic
or legal substance of the transactions contemplated hereby is
not affected in any manner materially adverse to any party. Upon
such a determination, the parties shall negotiate in good faith
to modify this Agreement so as to effect the original intent of
the parties as closely as possible in an acceptable manner in
order to that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent
possible.
(g) Specific Performance. The
parties acknowledge and agree that (i) money damages would
not be an adequate remedy at law if any party fails to perform
in any material respect any of its obligations hereunder and
accordingly agree that each party, in addition to any other
remedy to which it may be entitled in equity, shall be entitled
to an injunction or injunctions to prevent breaches or seek to
compel specific performance of the obligations of any other
party under this Agreement in accordance with the terms and
conditions of this Agreement and if any action should be brought
in equity to enforce any of the provisions of this Agreement,
none of the parties hereto shall raise the defense that there is
an adequate remedy at law, and (ii) such equitable relief
shall be the parties’ sole and exclusive remedy.
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(h) No Waiver. The failure of any
party hereto to exercise any right, power or remedy provided
under this Agreement or otherwise available in respect hereof at
law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, will
not constitute a waiver by such party of its right to exercise
any such or other right, power or remedy or to demand such
compliance.
(i) No Third Party
Beneficiaries. This Agreement is not intended
to confer upon any person other than the parties hereto any
rights or remedies hereunder.
(j) Governing Law. This Agreement
shall be governed by and construed in accordance with the
internal laws of the State of Florida (without reference to its
choice of law rules that would apply the laws of any other
jurisdiction).
(k) Descriptive Heading. The
descriptive headings used herein are for reference purposes only
and will not affect in any way the meaning or interpretation of
this Agreement.
(l) Expenses. All costs and
expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such expenses.
(m) Further Assurances. From time
to time, at any other party’s request and without further
consideration, each party hereto shall execute and deliver such
additional documents and take all such further lawful action as
may be reasonably necessary to consummate and make effective, in
the most expeditious manner reasonably practicable, the voting
of the Subject Shares as contemplated by this Agreement.
(n) Counterparts. This Agreement
may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures hereto
were upon the same instrument.
(o) Waiver of Jury Trial. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
(p) Venue. The parties hereto
agree that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated
hereby shall be brought in any federal or state court in the
Southern District of Florida, and that any cause of action
arising out of this Agreement shall be deemed to have arisen
from a transaction of business in the State of Florida, and each
of the parties hereby irrevocably consents to the jurisdiction
of such courts (and of the appropriate appellate courts
therefrom) in any such proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now
or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit,
action or proceeding brought in any such court has been brought
in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court.
Without limiting the foregoing, each party agrees that service
of process on such party as provided in
Section 10(e) shall be deemed effective service of
process on such party.
[Remainder
of this page intentionally left blank. Signature pages
follow.]
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IN WITNESS WHEREOF, Parent and each Shareholder have caused this
Agreement to be duly executed as of the day and year first
written above.
PARENT:
METROPOLITAN HEALTH NETWORKS, INC.
| By: |
/s/ XXXXXXX
X. XXXXXX
|
Name: Xxxxxxx X. Xxxxxx
Title: CEO
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SHAREHOLDERS:
/s/ XXXXXXX
XXXXX, M.D.
Xxxxxxx Xxxxx, M.D.
FROST NEVADA INVESTMENTS TRUST
| By: |
/s/ XXXXXXX
XXXXX, M.D.
|
Name: Xxxxxxx Xxxxx, M.D.
Title: Trustee
FROST GAMMA INVESTMENTS TRUST
| By: |
/s/ XXXXXXX
XXXXX, M.D.
|
Name: Xxxxxxx Xxxxx, M.D.
Title: Trustee
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Schedule 1
|
Shareholder Name
|
Shareholder Address
|
Shares of Company Common Stock
|
Options
|
|||
|
Xxxxxxx Xxxxx, M.D.
|
0000 Xxxxxxxx Xxxx. Xxxxx, XX 00000 |
400,000 Shares of Company Common Stock | 165,000 options to purchase shares of Company Common Stock | |||
|
Frost Nevada Investments Trust
|
0000 Xxxxxxxx Xxxx. Xxxxx, XX 00000 |
819,313 Shares of Company Common Stock | 0 options to purchase shares of Company Common Stock | |||
|
Frost Gamma Investments Trust
|
0000 Xxxxxxxx Xxxx. Xxxxx, XX 00000 |
24,771,604 Shares of Company Common Stock | 0 options to purchase shares of Company Common Stock |
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