Exhibit 10.7
STOCKHOLDERS AGREEMENT
Amended and Restated Stockholders Agreement dated as of April 28, 1994
by and among HealthDrive Corporation, a Delaware corporation (the "Company"),
DCC Limited, a company organized under the laws of the Isle of Man
("Limited"), DCC International Holdings B.V., a Company organized under the
laws of the Netherlands ("Holdings"), Xxxxxx Xxxxxxx, M.D. ("Charlap") and
Xxxx X. Xxxxx, D.M.D. ("Xxxxx") (Charlap and Xxxxx being sometimes
hereinafter referred to individually as a "Principal Stockholder" and
collectively as the "Principal Stockholders") and Xxxxxx X. Xxxxxx ("Reicin")
(Xxxxxxx, Xxxxx and Xxxxxx being sometimes hereinafter referred to
individually as a "Stockholder" and collectively as "Stockholders"). Limited
and Holdings are hereinafter sometimes referred to collectively as the
"Investors" and individually as an "Investor."
WHEREAS, the parties hereto other than Holdings have previously entered
into a Stockholders Agreement, dated October 3, 1989, as amended and restated
on May 8, 1992;
WHEREAS, as of the date hereof, Charlap owns 940,000, Xxxxx owns
480,000 and Reicin owns 21,200 shares of the Common Stock, $.01 par value
(the "Common Stock"), of the Company;
WHEREAS, Limited previously acquired 555,000 shares of the Company's
Common Stock, $.01 par value and 571,428 shares of the Company's Class A
Convertible Preferred Stock, $.01 par value, and Holdings is acquiring on
this date 181,818 shares of the Company's Class B Convertible Preferred
Stock, $.01 par value from the Company pursuant to a certain Preferred Stock
Purchase Agreement, of even date herewith, by and among Holdings and the
Company (the "Purchase Agreement") (such shares of Class A and Class B
Convertible Preferred Stock are hereinafter referred to collectively as the
"Preferred Stock") (as such shares may hereafter be increased or decreased to
reflect stock splits, stock dividends, reclassifications, recapitalizations
or other similar events, the "Investor Shares");
WHEREAS, the parties desire to reflect the issuance of the Class B
Convertible Preferred Stock to Holdings pursuant to the Purchase Agreement
and to include such shares of Preferred Stock within the terms of their
Stockholders Agreement;
WHEREAS, the parties therefore desire to amend and restate the terms of
their prior Stockholders Agreement as set forth below;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company, the Stockholders and the Investors
hereby agree as follows:
1. PROHIBITED TRANSFERS. Neither any Stockholder, any Investor nor any
Qualified Transferee (as hereinafter defined) (the Stockholders, the
Investors and the Qualified Transferees being sometimes hereinafter referred
to individually as a "Holder" and collectively as the "Holders") shall sell,
assign, transfer, pledge, hypothecate, mortgage or
dispose of, by gift or otherwise, or in any way encumber, all or any part of
the Shares (as hereinafter defined) owned by him or it except in compliance
with the terms of this Agreement. For purposes of this Agreement, the term
"Shares" shall mean and include all or any portion of the shares of Common
Stock or Preferred Stock or any other capital stock of the Company owned by
any Holder, whether presently held or hereafter acquired.
2. RIGHT OF REFUSAL ON DISPOSITIONS.
(a) Neither Charlap nor Xxxxx shall sell, assign, transfer, pledge,
hypothecate or otherwise dispose of any or all Shares owned by him to a
third party unless the seller (i) shall have received a bona-fide arm's
length offer to purchase such Shares from such third party and (ii) first
submits a written offer (an "Offer") to the other Principal Stockholder
identifying the third party to whom such Shares are proposed to be sold
and the terms of the proposed sale and offering to him the opportunity to
purchase such Shares on terms and conditions, including price, not less
favorable to him than those on which the selling Principal Stockholder
proposes to sell such Shares to such other purchaser. In the event that
the other Principal Stockholder elects to purchase the Shares so offered,
the parties shall comply with the provisions of Section 2(c) this
Agreement. In the event or to the extent that the other Principal
Stockholder does not wish to purchase the shares so offered, then such
shares shall be subject to the provisions of Section 2(b) of this
Agreement; provided, however, that the aggregate of all purchases by Xxxxx
of Shares proposed to be sold by Charlap under this Section 2(a) shall not
exceed ten percent (10%) of the then issued and outstanding shares of
Common Stock.
(b) Except as provided in Section 2(a) above, no Holder shall sell,
assign, transfer, pledge, hypothecate or otherwise dispose of any or all
Shares owned by him to a third party unless (i) such Holder shall have
received a bona-fide arm's length offer to purchase such Shares from such
third party and (ii) the Holder first submits a written offer (an "Offer")
to the other Holders identifying the third party to whom such Shares are
proposed to be sold and the terms of the proposed sale and offering to the
other Holders the opportunity to purchase such Shares on terms and
conditions, including price, not less favorable to the other Holders than
those on which such Holder proposes to sell such Shares to such other
purchaser. In the event of any transfer of the Shares in accordance with
the terms of this Agreement, the Holder to whom such shares are offered
(such Holders being sometimes collectively referred to hereinafter as the
"Offerees" and individually as an "Offeree") shall have the right to
purchase that number of Shares covered by the Offer as shall be equal to
the aggregate number of Shares covered by the Offer multiplied by a
fraction, the numerator of which is the sum of (i) the number of shares of
Common Stock then held by such Offeree and (ii) the number of shares of
Common Stock into which the Preferred Stock then held by such Offeree is
convertible and the denominator of which is the sum of (i) the aggregate
number of shares of Common Stock held by all Offerees and (ii) the
aggregate number of shares of Common Stock into which the Preferred Stock
held by all Offerees is convertible. (The number of shares that each
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Offeree is entitled to purchase under this Section 2 shall be referred to
as the Offeree's "Pro Rata Fraction"). In the event an Offeree does not
wish to purchase its Pro Rata Fraction, then any other Offeree who so
elects shall have the right to purchase, on a pro rata basis with any
other Offeree who so elects, any Pro Rata Fraction not purchased by other
Offerees. If the Offerees, individually or together, do not offer to
purchase all of such offered Shares, then there shall be no right to
purchase any of such Shares pursuant to this Section 2.
(c) Each of the Offerees shall act upon the Offer as soon as
practical after receipt thereof, and in any event within 30 days after
receipt thereof. Each Offeree shall have the right to accept the Offer as
to all or part of the Shares offered thereby, and shall indicate whether
or not the Offeree is willing to purchase any Pro Rata Fraction not
purchased by other Offerees. In the event that an Offeree shall elect to
purchase all or a part of the Shares covered by the Offer, such Offeree
shall individually communicate in writing such election to purchase to the
Holder who submitted the Offer, which communication shall within such 30
day period be delivered by hand or mailed to such Stockholder and shall,
when taken in conjunction with the Offer, be deemed to constitute a valid,
legally binding and enforceable agreement for the sale and purchase of the
Shares covered thereby to the extent of the number of Shares, if any,
allocated to such Offeree in accordance with the following sentence. Upon
the expiration of 30 days following receipt of the Offer by all offerees,
(a) if the total number of Shares as to which the Offer shall have been
accepted is less than the total number of Shares subject to the Offer, no
shares shall be purchased by the Offerees, and (b) otherwise, the number
of shares to be purchased by each Offeree shall be determined as follows:
(i) there shall first be allocated to each Offeree a number of Shares
equal to the lesser of (x) the number of Shares as to which such Offeree
accepted the offer or (y) such Offeree's Pro Rata Fraction, and (ii) the
balance, if any, not allocated under clause (i) above, shall be allocated
to those Offerees who accepted the Offer as to a number of Shares which
exceeded their respective Pro Rata Fractions, in each case on a pro rata
basis in proportion to the amount of such excess.
(d) In the event that the Offerees do not purchase all of the Shares
offered by such Holder pursuant to the offer, such Shares may be sold by
such Holder at any time within 90 days after the expiration of the Offer,
provided that the purchaser of said Shares shall agree in writing to abide
by the provisions of Section 5 hereof. Any such sale shall be to the
person originally named in the Offer as the proposed Purchaser or
transferee and shall be at not less than the price and upon other terms
and conditions, if any, not more favorable to such purchaser than those
specified in the Offer. Any Shares sold after such 90-day period or to a
different purchaser, at a lower price or on more favorable terms shall
continue to be subject to the requirements of a prior offer pursuant to
this Section 2. In the event that Shares are sold to any third party
purchaser pursuant to this Section 2, such Shares shall no longer be
entitled to the benefits conferred by, or subject to the restrictions
imposed by, this Agreement, except the provisions of Section 5.
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(e) For purposes of this Agreement, a Qualified Transferee shall
mean:
(i) in the case of an Investor, any person (x) who is a
consolidated subsidiary of the Investor or (y) who acquires at least
49% of the Investor Shares (as adjusted for stock splits, stock
dividends, reclassifications, recapitalizations or other similar
events) held by such Investor; and
(ii) in the case of a Stockholder, any transferee of the type
described in Section 4(a)(i) or 4(a)(ii) of this Agreement.
3. RIGHT OF PARTICIPATION IN SALES BY STOCKHOLDERS. If at any time any
Stockholder wishes to sell, or otherwise dispose of, any Shares owned by him to
any person (the "Purchaser") in a transaction which is subject to the provisions
of Section 2 hereof, and if such Shares are not purchased by the Offerees under
Section 2, the Investors and each Qualified Transferee who acquires shares from
an Investor shall in the aggregate have the right to participate pro rata in
such transaction, and accordingly shall have the right to require, as a
condition to such sale or disposition, that the Purchaser purchase from the
Investors or such Qualified Transferee collectively (for purposes of this
Section 3, a "Seller") at the same price per Share and on the same terms and
conditions as involved in such sale or disposition by the Stockholder Shares
aggregating the same percentage as such sale or disposition (as finally
consummated) represents with respect to the Shares then held by such
Stockholder. Each Seller wishing so to participate in any such sale or
disposition shall notify the Stockholder of such intention as soon as
practicable after receipt of the Offer made pursuant to Section 2, and in all
events within 30 days after receipt thereof. In the event that a Seller shall
elect to participate in such sale or disposition, such Seller shall individually
communicate such election to the Stockholder, which communication shall be
delivered by hand or mailed to the Stockholder. The provisions of this Section 3
shall not apply to the sale of any Shares by a Stockholder to an Offeree
pursuant to an Offer under Section 2.
4. PERMITTED TRANSFERS. Anything herein to the contrary notwithstanding,
the provision of Sections 1, 2 and 3 shall not apply:
(a) in the case of a Stockholder, to (i) any one or more transfers
of Shares by gift or bequest or through inheritance to, or for the benefit
of, any member or members of his immediate family; provided, however, that
each of the Principal Stockholders may transfer no more than 5% in the
aggregate (as adjusted to reflect permitted stock splits, stock dividends,
reclassifications, recapitalizations and other similar events) of such
Shares pursuant to this clause (i); (ii) any transfer of Shares by a
Stockholder to a trust in respect of which he serves as trustee, provided
that the trust instrument governing said trust shall provide that such
Stockholder, as trustee, shall retain sole and exclusive control over the
voting and disposition of said Shares until the termination of this
Agreement; or (iii) any sale of Common Stock after termination of this
Agreement as provided in Section 6; or
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(b) in the case of the Investors, to (i) any consolidated subsidiary
of an Investor, (ii) any purchaser of forty-nine percent (49%) or more of
the Investor Shares, as adjusted for stock splits, stock dividends,
reclassifications, recapitalizations and similar events, held by the
Investors or (iii) any sale of Shares after termination of this Agreement
as provided in Section 6.
(c) In the event of any transfer pursuant to this Section 4, the
transferee of the Shares shall hold the Shares so acquired with all the
rights conferred by, and subject to all the restrictions imposed by, this
Agreement, and shall be required, as a condition of such transfer, to
execute and deliver to the Offeree a written acknowledgment of such fact.
5. ELECTION OF CERTAIN PARTIES AS DIRECTOR. Each Stockholder, each
Investor and each transferee of Shares subject to this Agreement agrees to vote
all Shares of the Company now owned or hereafter acquired by him or it to fix
the number of members of the Board of Directors of the Company at a number no
greater than seven (7), and to cause and maintain the election to the Board of
(a) in the case of the Stockholders and their transferees, one nominee of the
Investors or a Qualified Transferee holding 80% or more of the Investor Shares
(as adjusted for stock splits, stock dividends, reclassifications,
recapitalizations and other similar events) on behalf of the Investors or such
Qualified Transferee, or, at the option of Limited in its sole discretion, upon
notice to the Company as provided for in the Preferred Stock Purchase Agreement
dated May 8, 1992 between the Company and Limited, two (2) nominees of Limited
or a Qualified Transferee, on behalf of the Investors or such Qualified
transferee and (b) in the case of the Investors and their respective permitted
transferees, for each of Charlap and Xxxxx for as long as each owns at least ten
percent (10%) of the then issued and outstanding common stock of the Company (as
adjusted for stock splits, stock dividends, reclassifications, recapitalizations
and other similar events).
6. TERMINATION. This Agreement, and the respective rights and obligations
of the parties hereto, shall terminate upon the earlier of (a) the date upon
which the Investors and all Qualified Transferees of the Investor Shares own
less than 10 percent (10%) of the issued and outstanding Common Stock of the
Company (assuming conversion of any shares of Preferred Stock then owned by the
Investors and all Qualified Transferees), (b) the date the Company completes a
Qualified Public Offering (as defined in Section 4.14(a) of the Purchase
Agreement) or (c) the date ten years after the date of this Agreement.
7. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been received when delivered or sent by
telecopier with confirmation received, or two business day after being sent by
Federal Express, D.H.L. or other express courier, to the address set forth on
the signature page of this Agreement or to such other address as the addressee
shall have furnished to the other parties hereto in the manner prescribed by
this Section 7.
8. STOCKHOLDERS' LOCKUP AGREEMENT. Each other party hereto hereby agrees
with the Company that in connection with the Company's initial public offering,
upon the request
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of the Company or the principal underwriter managing the public offering, to
execute a written agreement not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Shares now owned or
hereafter acquired by him without the prior written consent of the Company or
such underwriter, as the case may be, for such period of time (not to exceed one
hundred eighty (180) days) from the effective date of such registration as the
Company or the underwriter may specify.
9. SPECIFIC PERFORMANCE. The rights of the parties under, and the
interests subject to, this Agreement are unique and, accordingly, the parties
shall, in addition to such other remedies as may be available to any of them at
law or in equity, have the right to enforce their rights hereunder by actions
for specific performance to the extent permitted by law.
10. LEGEND. The certificates representing the Shares shall bear on their
face a legend indicating the existence of the restrictions imposed hereby.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the Investors and the Stockholders with respect to the subject matter
hereof and supersedes all prior agreements and understandings between them or
any of them as to such subject matter. To the extent that the provisions of the
Voting Agreement dated as of June 30, 1989 by and among Xxxxxxx, Xxxxx, Xxxxxx
X. Xxxxxx and Xxxxxxx Xxxx conflict with or are inconsistent with any provision
of this Agreement, the provisions of this Agreement shall govern.
12. WAIVERS AND FURTHER AGREEMENTS. Any of the provisions of this
Agreement may be waived (a) with respect to performance by a Stockholder, with
the consent of the then holders of a majority of (i) the Shares (in the case of
the Preferred Stock, the number of shares shall be the number of shares of
Common Stock into which the Preferred Stock is convertible) held on the date of
this Agreement by the other Stockholders and (ii) the total of the issued and
outstanding Investor Shares and (b) with respect to performance by an Investor
and its Qualified Transferees, with the consent of the then holders of a
majority of the total of the issued and outstanding Shares held on the date
hereof by the Stockholders, in each case by an instrument in writing. Any waiver
by any party of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent breach of that provision or of any
other provision hereof. Each of the parties hereto agrees to execute all such
further instruments and documents and to take all such further action as any
other party may reasonably require in order to effectuate the terms and purposes
of this Agreement.Nothing contained in this Agreement shall be deemed a waiver
of any rights of any party arising from transfers of Investor Shares prior to
the date hereof.
13. AMENDMENTS. Except as otherwise expressly provided herein, this
Agreement may not be amended except by an instrument in writing executed by all
of the parties hereto, except that, in the case of the Investors and any
Qualified Transferees then holding Investor Shares, this Agreement may be so
amended by agreement of the then holders of a majority of the total of the
issued and outstanding Investor Shares.
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14. ASSIGNMENT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, legal representatives, successors and permitted transferees,
except as may be expressly provided otherwise herein.
15. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceabiity
shall not affect any other provision of this Agreement and such invalid, illegal
and unenforceable provision shall be reformed and construed so that it will be
valid, legal, and enforceable to the maximum extent permitted by law.
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
17. SECTION HEADINGS. The headings contained in this Agreement are for
reference only and shall not in any way affect the meaning or interpretation of
this Agreement.
18. GOVERNING LAW. This Agreement shall be governed by and construed and
in accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as a
sealed instrument as of the day and year first above written.
Address: HEALTHDRIVE CORPORATION
By /s/ Xxxxx Xxxxxxx
00 Xxxxxxx Xxxxxx -------------------------------
Xxxxxx, XX 00000 Title: President
/s/ Xxxxxx Xxxxxxx, MD
00 Xxxxxxx Xxxxxx -------------------------------
Xxxxxx, XX 00000 Xxxxxx Xxxxxxx, MD
/s/ Xxxx X. Xxxxx DMD
000 Xxxxxx Xxxx -------------------------------
Xxxxxxxxx, XX 00000 Xxxx X. Xxxxx, DMD
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/s/ Xxxxxx X. Xxxxxx
--------------------- --------------------------------
--------------------- Xxxxxx X. Xxxxxx
DDC LIMITED
00/00 Xxxxx Xxxxxx By /s/ Xxxxxx Xxxxx
Douglas, Isle of Man -----------------------------
Title: Director
DDC INTERNATIONAL
HOLDINGS B.V.
Internationale Nederlanden
c/o DDC House By (Nederland) Trust B.V.
Brewery Road -----------------------------
Stillorgan, Blackrock By: G.A.L.R. Diepenheim Mr. E.F. Switzers
Co. Dublin, Ireland
72047.v6
4/20/94
8
AMENDMENT NO. 1 TO AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT
Amendment, dated as of May 24, 1995 (the "Amendment"), by and among
HealthDrive Corporation, a Delaware corporation (the "Company"), DCC Limited, an
Isle of Man corporation ("Limited"), DCC International Holdings B.V., a
Netherlands corporation ("Holdings"; Limited and Holdings being sometimes
hereinafter referred to individually as an "Investor" and collectively as the
"Investors"), Xxxxxx Xxxxxxx, M.D. ("Charlap"), Xxxx X. Xxxxx, D.M.D. ("Xxxxx";
Charlap and Xxxxx being sometimes hereinafter referred to individually as a
"Principal Stockholder" and collectively as the "Principal Stockholders"), and
Xxxxxx X. Xxxxxx ("Reicin"; Xxxxxxx, Xxxxx and Xxxxxx being sometimes
hereinafter referred to individually as a "Stockholder" and collectively as the
"Stockholders"). Capitalized terms used herein and not otherwise defined shall
have the meanings given to such terms in the Agreement (as defined below).
WHEREAS, the Company, the Investors and the Stockholders are parties to
that certain Amended and Restated Stockholders Agreement dated as of April 28,
1994 (the "Agreement");
WHEREAS, Limited is the owner of 555,000 shares of the Company's Common
Stock, par value $.01 per share, and 571,428 shares of the Company's Class A
Convertible Preferred Stock, par value $.01 per share, and Holdings is the owner
of 181,818 shares of the Company's Class B Convertible Preferred Stock, par
value $.01 per share, (such shares of Class A and Class B Convertible Preferred
Stock are hereinafter referred to collectively as the "Preferred Stock") (as
such shares may hereafter be increased or decreased to reflect stock splits,
stock dividends, reclassifications, recapitalizations or other similar events,
the "Investor Shares"); and
WHEREAS, Limited wishes to transfer to Holdings all of the Investor
Shares it owns and, in connection therewith, the parties desire to amend the
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Investors and the Stockholders hereby agree as
follows:
1. Section 1 is hereby amended in its entirety to read as follows:
"PROHIBITED TRANSFERS. Neither any Stockholder, any Investor nor
any transferee (the Stockholders, the Investors and the transferees
being sometimes hereinafter referred to individually as a "Holder"
and collectively as the "Holders") shall sell, assign, transfer,
pledge, hypothecate, mortgage or dispose of, by gift or otherwise,
or in any way encumber, all or any part of the Shares (as
hereinafter defined) owned by him or it except in compliance with
the terms of this Agreement. For purposes of this Agreement, the
term "Shares" shall mean and include all or any portion of the
shares of Common Stock or Preferred Stock or
any other capital stock of the Company owned by any Holder, whether
presently held or hereafter acquired. Without limiting the
generality of the foregoing, for purposes of this Agreement, a
transfer of Shares shall be deemed to have occurred as of the date
on which DCC plc, a public limited company registered in Ireland
and the owner of 100% of the outstanding shares of capital stock of
Holdings and Limited ("DCC plc"), or a wholly-owned subsidiary of
DCC plc holds less than 99% of the shares of capital stock of any
Investor or any Qualified Transferee (as hereinafter defined) of
any Investor or its Qualified Transferee."
2. The phrase "30 days" in each place where it appears in Section 2(c) is
hereby amended to read "60 days", and the phrase "30 day" where it appears in
Section 2(c) is hereby amended to read "60 day".
3. Section 2(e) is hereby amended in its entirety to read as follows:
"For purposes of this Agreement, a Qualified Transferee shall mean:
(i) in the case of an Investor, DCC plc or any
wholly-owned subsidiary of DCC plc; and
(ii) in the case of a Stockholder, any transferee of the
type described in Section 4(a)(i) or 4(a)(ii) of
this Agreement."
4. Section 4(b) is hereby amended in its entirety to read as
follows:
"in the case of the Investors, to (i) any one or more transfers of
Shares to a Qualified Transferee of the Investor, or (ii) any
transfer of Shares after termination of this Agreement as provided
in Section 6."
5. Section 5 is hereby amended in its entirety to read as follows:
"ELECTION OF CERTAIN PARTIES AS DIRECTOR. Each Stockholder,
each Investor and each transferee of Shares agrees to vote all
Shares of the Company now owned or hereafter acquired by him or it
to fix the number of members of the Board of Directors of the
Company at a number no greater than seven (7), and to cause and
maintain the election to the Board of (a) in the case of the
Stockholders and their transferees, one (1) nominee of the
Investors or a transferee holding 80% or more of the Investor
Shares (as adjusted for stock splits, stock dividends,
reclassifications, recapitalizations and other similar events) on
behalf of the Investors or such transferee, or, at the option of
the Investors or their transferees in their sole discretion, upon
notice to the Company as provided for in the Preferred Stock
Purchase Agreement dated May 8, 1992 between the Company and
Limited (the "1992 Purchase Agreement"), two (2)
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nominees of the Investors or a transferee, on behalf of the
Investors or such transferee; and (b) in the case of the Investors
and their transferees, each of Charlap and Xxxxx for as long as
each owns at least ten percent (10%) of the then issued and
outstanding common stock of the Company (as adjusted for stock
splits, stock dividends, reclassifications, recapitalizations and
other similar events)."
6. The parenthetical in Section 6(b) is hereby amended in its
entirety to read as follows: "(as defined in Section 7.2(e)(6) of the 1992
Purchase Agreement)".
7. ASSIGNMENT; SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective heirs, executors, legal representatives, successors and permitted
transferees, except as may be expressly provided otherwise herein.
8. SEVERABILITY. In case any one or more of the provisions contained in
this Amendment shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Amendment and such invalid, illegal
and unenforceable provision shall be reformed and construed so that it will be
valid, legal, and enforceable to the maximum extent permitted by law.
9. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10. GOVERNING LAW. This Amendment shall be governed by and construed
and enforced in accordance with the laws of The Commonwealth of Massachusetts.
[Signatures on following page]
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IN WITNESS WHEREOF, this Amendment has been duly executed by the parties
hereto as of the day and year first above written.
HEALTHDRIVE CORPORATION
By: /s/ Xxxxxx Xxxxxxx, M.D.
------------------------------
Name: Xxxxxx Xxxxxxx, M.D.
Title: President
/s/ Xxxxxx Xxxxxxx, M.D.
----------------------------------
Xxxxxx Xxxxxxx, M.D.
/s/ Xxxx X. Xxxxx, D.M.D.
----------------------------------
Xxxx X. Xxxxx, D.M.D.
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
DCC LIMITED
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Director
DCC INTERNATIONAL HOLDINGS B.V.
By: /s/ Xxxxxx X'Xxxxx
------------------------------
Name: Xxxxxx X'Xxxxx
Title: Director
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