EXHIBIT 9.1
PHYSICIAN HEALTH CORPORATION
SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
This SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this
"Agreement"), dated as of June 16, 1997, is among Physician Health Corporation,
a Delaware corporation (the "Company"), Weston Presidio Capital II, L.P. and the
other investors listed in Schedule A (collectively, and together with their
permitted successors and assigns, the "Weston Investors"), the other investors
listed in Schedule B (collectively, and together with their permitted successors
and assigns, the "EGL Investors") (the Weston Investors and the EGL Investors
together, the "Investors") and the other stockholders and stock option holders
of the Company listed from time to time in Schedule C (collectively with the
Investors, the "Stockholders"). This Agreement supersedes the Amended and
Restated Stockholders' Agreement dated February 26, 1996.
WHEREAS, the Company, the EGL Investors and certain of the Stockholders are
parties to a Stockholders' Agreement dated December 29, 1995, as superseded by
the Amended and Restated Stockholders' Agreement dated February 26, 1996 (as
amended and restated to the date hereof, the "Existing Stockholders'
Agreement");
WHEREAS, the parties to the Existing Stockholders' Agreement desire to
further amend and restate the Existing Stockholders' Agreement as set forth in
this Agreement; and
WHEREAS, the parties to the Existing Stockholders' Agreement wish to
provide for the Weston Investors and certain other stockholders to become
parties to this Agreement as of the date hereof, and the Weston Investors and
the other stockholders desire to become parties to this Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS. Except as the context otherwise explicitly requires, (a) the
capitalized term "Section" refers to sections of this Agreement, (b) the
capitalized term "Exhibit" refers to exhibits to this Agreement, (c) references
to a particular Section include all subsections thereof and (d) the word
"including" shall be construed as "including without limitation". Accounting
terms used in this Agreement and not otherwise defined herein shall have the
meanings provided in GAAP. Certain capitalized terms are used in this Agreement
as specifically defined in this Section 1 as follows:
1.1 "Certificate of Designation" means the Certificate of Designation,
Preferences and Rights of the Preferred Stock.
1
1.2 "Class A Preferred Stock" means the Class A Preferred Stock, par value
$.01 per share, of the Company.
1.3 "Common Stock" means the Voting Common Stock, $0.0025 par value per
share, of the Company.
1.4 "Company" is defined in the preamble.
1.5 "Contingent Warrants" means contingent warrants to purchase shares of
Common Stock in the event the Class A Preferred Stock is redeemed.
1.6 "Co-Sale Notice" is defined in Section 3.1.
1.7 "Co-Sale Shares" means all shares of any class of capital stock of the
Company issued to the Investors, and all shares of capital stock issued with
respect to, in exchange for or upon conversion of any such shares or upon
conversion of the Preferred Stock or the Class A Preferred Stock or upon
exercise or conversion of the Warrants, the Contingent Warrants or the EGL
Warrants; provided, however, that once any such shares shall have been sold in a
-------- -------
sale that complies with Section 3, they shall cease to be Co-Sale Shares.
1.8 "EGL" means EGL Holdings, Inc.
1.9 "EGL Warrants" means the warrants to purchase Common Stock issued to
the EGL Investors.
1.10 "Healthmark" means Healthmark Partners, LLC.
1.11 "Investor" is defined in the preamble.
1.12 "Joint Director Designees" is defined in Section 4(b)(iv).
1.13 "Outside Offer" is defined in Section 2.1.1.
1.14 "Preferred Stock" means the Company's Series B Redeemable Convertible
Preferred Stock, par value $0.01 per share.
1.15 "Proportionate Share" with respect to a given Stockholder means a
fraction, the numerator of which is the number of shares of Common Stock (on an
as converted/exercised basis) owned by the subject Stockholder and the
denominator of which is the aggregate number of shares of Common Stock (on an as
converted/exercised basis) owned by all Stockholders.
2
1.16 "Proposed Buyer" is defined in Section 3.
1.17 "Proposed Sale" is defined in Section 3.1.
1.18 "Purchase Agreement" means the Securities Purchase Agreement dated as
of June 16, 1997, as from time to time in effect, among the Company and the
Weston Investors.
1.19 "Restricted Shares" or "Restricted Stock" means all shares of any
class of capital stock of the Company owned by any Restricted Stockholder, and
all shares of capital stock issued with respect to, in exchange for or upon
conversion of any such shares; provided, however, that once any such shares
-------- -------
shall have been sold in a sale which complies with Sections 2.1, 2.2 or 2.3,
they shall cease to be Restricted Shares.
1.20 "Restricted Stockholders" means all stockholders and option holders of
the Company listed from time to time as Restricted Stockholders in Schedule C
and all other persons who become party to this Agreement pursuant to Section
2.3, and their permitted successors and assigns, but in no event including any
Weston Investor.
1.21 "Selling Stockholder" means a Restricted Stockholder selling
Restricted Shares under Sections 2 or 3.
1.22 "Stockholders" is defined in the preamble.
1.23 "Transfer" means sell, assign, encumber, pledge, hypothecate, give
away or dispose of or transfer in any other manner, whether voluntarily,
involuntarily, by operation of law, pursuant to judicial process, divorce
decree, property settlement, bankruptcy or otherwise.
1.24 "Warrants" means the Warrants issuable to the Weston Investors
pursuant to the Purchase Agreement in connection with the redemption of
Preferred Stock.
2. TRANSFER RESTRICTIONS AND PURCHASE RIGHTS.
2.1 TRANSFERS OF RESTRICTED SHARES. The Restricted Stockholders will not
Transfer Restricted Shares or allow the power to vote Restricted Shares to be
exercised by anyone else (except through ordinary proxies, revocable at the
option of such Restricted Stockholder) except that a Restricted Stockholder may
(a) make a Transfer permitted by Sections 2.2 or 2.3 or (b) make a sale on the
following terms and in compliance with the co-sale rights provisions in Section
3:
2.11 OUTSIDE OFFER. The Selling Stockholder wishing to Transfer
Restricted Shares shall prepare an offer (the "Outside Offer") that sets
forth the number of
3
Restricted Shares proposed to be sold, the minimum purchase price, the
proposed method of sale and the proposed purchaser or type of purchaser.
2.1.2 COMPANY PURCHASE OFFER. The Selling Stockholder shall offer to
sell the Restricted Shares described in the Outside Offer to the Company by
delivering to the Company a copy of the Outside Offer and a written offer
to sell to the Company all of such Restricted Shares on the terms contained
in the Outside Offer. If the Company elects to purchase Restricted Shares,
it shall purchase such shares in accordance with Section 2.4.
2.1.3 OTHER STOCKHOLDERS PURCHASE OFFER. If, within 20 days after
receipt by the Company of the Outside Offer from the Selling Stockholder,
the Company does not elect to purchase all of such Restricted Shares, then
the Selling Stockholder shall offer to sell the Restricted Shares not
chosen for purchase by the Company to the other Stockholders pro rata
according to their Proportionate Shares by delivering to each such other
Stockholder a copy of the Outside Offer and a written offer to sell to such
other Stockholder all of such Restricted Shares on the terms contained in
the Outside Offer. If any Stockholders (other than the Selling
Stockholder) elect to purchase Restricted Shares, they shall purchase such
shares in accordance with Section 2.4.
2.1.4 REMAINING SHARES. If, within 20 days after receipt by the
other Stockholders of the Outside Offer from the Selling Stockholder, the
other Stockholders do not elect to purchase all of such Restricted Shares,
then the Selling Stockholder may Transfer any remaining Restricted Shares
in accordance with the terms of the Outside Offer during the 60-day period
immediately following the 20-day notice period referred to above in Section
2.1.3, subject, however, to the co-sale rights provided in Section 3 in
favor of each Investor who has notified the Selling Stockholder in writing
within such 20-day notice period of its interest in exercising its co-sale
rights with respect to any such sale. If such shares are not so purchased
during such 60-day period, they shall again become subject to this Section
2.1.
2.2 TRANSFERS BY OPERATION OF LAW OR IN VIOLATION OF AGREEMENT. If a
Restricted Stockholder is subject to a Transfer of Restricted Shares by any
bankruptcy or insolvency law or proceeding, any divorce proceeding, pursuant to
the death of a Restricted Stockholder or otherwise by operation of law or court
order or decree, or if any Transfer of Restricted Shares is made or attempted
contrary to this Agreement, or if an offer to sell Restricted Shares is not
delivered to the Company and the other Stockholders as and when required by this
Agreement, the Company and the other Stockholders shall have the right to
purchase any or all of such shares of Restricted Shares from such Restricted
Stockholder, such Restricted Stockholder's estate or legal representative or
such Restricted Stockholder's transferees at any time before or after the
Transfer, at book value.
4
2.3 CERTAIN PERMITTED TRANSFERS.
2.3.1 TRANSFERS TO IMMEDIATE FAMILY. Any Restricted Stockholder may
Transfer any of such Restricted Stockholders Restricted Shares to members
of such Restricted Stockholder's immediate family or a trust for the
benefit of members of such Restricted Stockholder's immediate family so
long as (a) each transferee executes a counterpart of this Agreement as a
Restricted Stockholder, and (b) Restricted Shares are not held by more than
ten members (including trusts as members) of the same immediate family.
2.3.2 PUBLIC OFFERING. A Selling Stockholder may sell any Restricted
Shares in a public offering registered under the federal Securities Act of
1933, as amended, or in a transaction permitted by Rule 144 thereunder,
whereupon such shares shall no longer be Restricted Shares.
2.3.3 FUND INVESTORS. Any Stockholder that constitutes an investment
fund may transfer Restricted Shares to its limited partners, members,
stockholders or other investors so long as such transferee executes a
counterpart of this Agreement as a Stockholder.
2.4 PURCHASES OF RESTRICTED SHARES.
2.4.1 ELECTION BY COMPANY AND STOCKHOLDERS. In the event of offers
under Sections 2.1 and 2.2, the Company shall have the right to determine
whether to purchase any or all shares of Restricted Shares available for
purchase by delivering written notice of the number of shares to be
purchased to the Selling Stockholder and the other Stockholders within 30
days after receipt of the offer by the Company. If the Selling Stockholder
is a member of the Board of Directors of the Company, the Selling
Stockholder shall not vote as a director on the question whether the
Company should purchase such Selling Stockholder's Restricted Shares or any
matter relating thereto, but for purposes of establishing a quorum such
Selling Stockholder shall attend any directors meetings at which such
question or matter is considered. Promptly after a determination by the
Board of Directors of the Company not to purchase all such shares, the
Company shall make the right to purchase any shares it does not purchase
available to the other Stockholders on the basis of their Proportionate
Shares. The other Stockholders may purchase any remaining Restricted Stock
not purchased by the Company and the other Stockholders pro rata based on
the respective Proportionate Shares of Stockholders wishing to purchase
additional shares, or as they may otherwise agree.
2.4.2 CLOSING ON STOCK SALES. The acceptance of any offer or
exercise of any right to purchase hereunder shall be by notice given in
accordance with Section 7.2 and
5
shall specify a date of closing not earlier than 10 business days nor later
than 15 business days after the receipt of such notice. At the closing, the
purchaser shall pay the purchase price by certified or bank check drawn on
immediately available funds and payable to the order of the Selling
Stockholder. Certificates for the Restricted Shares to be purchased, duly
endorsed or accompanied by duly executed stock powers, in each case with
signatures guaranteed, if reasonably requested by the purchaser, shall be
delivered at the closing by the seller. In addition, the purchaser may
reasonably request waivers of any tax liens and evidence of good title and
authority of any representative before tendering payment.
3 CO-SALE RESTRICTIONS. A Restricted Stockholder may sell any Restricted
Shares in accordance with Section 2.1 to any other person (the "Proposed Buyer")
only if the Investors who notified the Selling Stockholder of their interest in
exercising co-sale rights as contemplated by Section 2.1.4 are offered the
chance to participate in such sale in the manner and on the terms set forth in
this Section 3. Notwithstanding the foregoing, the provisions of this Section 3
shall not be applicable to (i) any sale of Restricted Shares to a Proposed Buyer
that, when aggregated with the number of Restricted Shares sold to the Proposed
Buyer during the preceding 12 month period, does not exceed 1,000 (as presently
constituted and subject to adjustment for subsequent stock splits, combinations
and dividends) shares and (ii) any sale of Restricted Shares by a Stockholder
required by the restrictions set forth in Regulation Y under the Bank Holding
Company Act of 1956, as amended.
3.1 OFFER. A notice (the "Co-Sale Notice") shall be delivered by the
Selling Stockholder to each such Investor at the time the Outside Offer is
delivered to the other Stockholders under Section 2.1.3. The Co-Sale Notice
shall include:
(a) A copy of a bona fide offer from the Proposed Buyer, which shall
set forth the complete terms of the proposed sale, including the number of
Restricted Shares proposed to be purchased, the purchase price, the name
and address of the Proposed Buyer and the other principal terms of the
proposed transaction (the "Proposed Sale");
(b) An offer by the Selling Stockholder to include in the Proposed
Sale to the Proposed Buyer, at the option of such Investors, that number of
the Investors' Co-Sale Shares as is determined in accordance with Section
3.2, on the same terms and conditions as the Selling Stockholder shall sell
the Restricted Shares; and
(c) An agreement from the Proposed Buyer to purchase such number of
the Investors' Co-Sale Shares as shall be includable in such Proposed Sale
pursuant to Section 3.2.
3.2 TIME AND MANNER OF EXERCISE. If any of the Investors desires to
accept the
6
offer contained in the Co-Sale Notice, such Investor shall notify the Selling
Stockholder in writing within 20 days after receipt of the Co-Sale Notice. If
none of the Investors has so accepted such offer in writing, they shall be
deemed to have waived all of their rights with respect to the Proposed Sale, and
the Selling Stockholder shall thereafter be free to sell the Restricted Shares
specified in the Co-Sale Notice pursuant to the Proposed Sale. Any acceptance by
any Investor of the offer contained in the Co-Sale Notice shall be irrevocable
except as hereinafter provided. Each Investor who has elected to participate in
such Proposed Sale shall be entitled to sell in the Proposed Sale, on the same
terms and conditions as the Selling Stockholder, such number of its Co-Sale
Shares equal to the proportion (rounded to the nearest whole share) of all
shares to be included in the Proposed Sale equal to a fraction, the numerator of
which is the total number of Co-Sale Shares of Investors who notified the
Restricted Stockholder of their interest in exercising co-sale rights as
contemplated by Section 2.1.4 (on an as converted/exercised basis) immediately
before the Proposed Sale and the denominator of which is the sum of the total
number of Restricted Shares immediately before the Proposed Sale plus the total
number of such Co-Sale Shares (on an as converted/exercised basis) immediately
before the Proposed Sale.
3.3 TIME AND MANNER OF CLOSING. Each of the Investors participating in
any Proposed Sale shall take such actions and execute such documents and
instruments as shall be reasonably necessary in order to consummate the Proposed
Sale expeditiously on the same terms as the Selling Stockholder. If at the end
of 60 days following the date on which the Co-Sale Notice was given the Selling
Stockholder has not completed the Proposed Sale in accordance with the terms
hereof, the Investors shall be released from their obligations hereunder. All
costs and expenses incurred by the Selling Stockholder in connection with any
sale, including without limitation all attorneys' fees and disbursements and any
finders or brokerage fees or commissions, shall be allocated pro rata among the
Selling Stockholder and the Investors according to the number of shares sold by
each. The portion of such costs and expenses allocable to each Investor shall
be remitted to the Selling Stockholder promptly after notice thereof
demonstrating reasonable supporting calculations. At the closing of any sale
under this Section 3.3, each Investor shall deliver certificates representing
the Co-Sale Shares to be sold by it, duly endorsed for transfer and (if
requested in writing by the Proposed Buyer) with signature guaranteed, and with
any stock transfer tax stamps affixed, against delivery of the applicable
purchase price. Any shares sold to the Proposed Buyer in accordance with this
Section 3.3 shall no longer be subject to this Agreement.
4 VOTING AGREEMENT. Each party hereto agrees:
(a) to cause the Board of Directors to consist of nine directors until
a Remedy Event (as defined in the Company's Certificate of Designation)
occurs and thereafter to consist of the number of directors contemplated by
such Certificate of Designation; and
(b) to vote all shares of the Company's capital stock owned by such
party, as the
7
case may be,
(i) to refrain from violating the rights of the Investors as
set forth in the Purchase Agreement, the Investor Agreements, the
Material Agreements (each as defined in the Purchase Agreement) or the
Warrants;
(ii) to elect as directors one person nominated by the Weston
Investors and one person nominated by the holders of the Series I
Class A Preferred Stock (who shall be Xxxxxx Xxxxxxxxxxxx until such
time as Xx. Xxxxxxxxxxxx is no longer willing or able to serve as a
director);
(iii) to elect as directors three persons nominated by the Chief
Executive Officer of the Company;
(iv) to elect as directors two persons (the "Joint Director
Designees") jointly nominated by the Chief Executive Officer of the
Company and EGL; provided, however, that until such time as Healthmark
and/or its affiliates hold less than 50% (on an as converted/exercised
basis) of the Common Stock then outstanding, Xxxxxx Xxxxxx or such
other Healthmark designee mutually acceptable to the Company and EGL
shall be one of the two Joint Director Designees;
(v) to cause the Company to maintain three member Audit and
Compensation Committees of the Company's Board of Directors, each
consisting of one executive director, one nonexecutive director and
one director who was either nominated by EGL or elected by the holders
of the Class A Preferred Stock; and
(vi) after a Remedy Event has occurred, to elect as additional
directors of the Company such persons nominated by the Investors as is
contemplated by the Certificate of Designation and to continue to vote
for such persons (or any successors nominated by the Investors, as the
case may be) as directors of the Company as is contemplated by the
Certificate of Designation;
provided, however, that the foregoing clause (b) shall not prevent any party
-------- -------
from voting on any other matter that may properly be taken up by the
stockholders of the Company, including the election of directors that are not
the subject of this Agreement.
5 CLASS A STOCK CALL RIGHT. In the event that any Stockholder shall cause
the Company to redeem its shares of Class A Preferred Stock pursuant to the
provisions of Article IV, Section C, subsection 3(a)(ii) of the Company's Second
Restated Certificate of Incorporation, the Company may, at its option,
exercisable by written notice delivered to such
8
Stockholder, elect to purchase, and, upon the giving of such notice, the Company
shall be obligated to purchase within thirty (30) days after giving such notice,
all of the Contingent Warrants owned by such Stockholder at a price equal to
twenty percent (20%) of the price paid by such Stockholder for the shares of
Class A Preferred Stock being redeemed, compounded at a rate of twenty percent
(20%) per annum from December 29, 1995, until the date of purchase. The rights
of the Company under this Section may be exercised only after payment in full
has been made to the Stockholder for the redeemed Class A Preferred Stock, and
must be exercised, if at all, within one hundred and twenty (120) days after the
Stockholder notifies the Company of its election to redeem its shares of Class A
Preferred Stock.
6 LEGEND. Each certificate evidencing Restricted Shares that was outstanding
immediately prior to the execution hereof shall continue to contain the
following legend:
THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF
A STOCKHOLDERS' AGREEMENT DATED DECEMBER 29, 1995, AMONG PHYSICIAN HEALTH
CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING CAPITAL STOCK OF SUCH
CORPORATION, AS SUCH AGREEMENT MAY FROM TIME TO TIME BE AMENDED OR
RESTATED.
Each certificate evidencing Restricted Shares issued contemporaneously with or
after the execution hereof shall contain the following legend:
THE SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF
A SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED JUNE 16, 1997,
AMONG PHYSICIAN HEALTH CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING
CAPITAL STOCK OF SUCH CORPORATION, AS SUCH AGREEMENT MAY FROM TIME TO TIME
BE AMENDED OR RESTATED. A COPY OF THE SECOND AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT AS AMENDED TO DATE IS ON FILE IN THE OFFICES OF THE
CORPORATION AND WILL BE FURNISHED TO THE HOLDER HEREOF WITHOUT CHARGE UPON
WRITTEN REQUEST.
7 GENERAL.
7.1 REMEDIES. The parties shall have all remedies for breach of this
Agreement available to them provided by law or equity. Without limiting the
generality of the foregoing, in addition to all other rights and remedies
available at law or in equity, the parties shall be entitled to obtain specific
performance of the obligations of each party to this Agreement and
9
immediate injunctive relief. In the event any action or proceeding is brought in
equity to enforce the same, neither the Company nor any party will urge, as a
defense, that an adequate remedy at law exists.
7.2 NOTICES. All notices or other communications required or permitted to
be delivered hereunder shall be in writing and shall be delivered to each of the
parties at their respective addresses as set forth in Schedules A, B or C. Any
party to this Agreement may at any time change the address to which notice to
such party shall be delivered by giving notice of such change to the other
parties and such notice shall be deemed given when received by the other
parties. Notices shall be deemed effectively given when personally delivered or
sent to the recipient at the address set forth above by telex or a facsimile
transmission, one business day after having been delivered to a receipted,
nationally recognized courier, properly addressed or five business days after
having been deposited into the United States mail, postage prepaid, provided,
--------
that any notice to any party outside of the United States shall be sent by
telecopy and confirmed by overnight or two-day courier.
7.3 AMENDMENTS, WAIVER AND CONSENTS. Any provision in this Agreement to
the contrary notwithstanding, changes in or additions to this Agreement may be
made, and compliance with any covenant or provision herein set forth may be
omitted or waived, only by written agreement signed by (a) the Company and (b)
Stockholders holding an aggregate of at least a majority of the Restricted
Shares, on an as converted/exercised basis and if, in each such case, copies of
such modification are delivered to any parties who did not execute the same;
provided, however, that any such modification adversely affecting the Restricted
-------- -------
Stockholders in a manner distinct from the effect of such modification on the
Investors shall require the written consent of the Restricted Stockholders
holding a majority of the Restricted Shares.
7.4 BINDING EFFECT, ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the personal representatives, successors and assigns of
the respective parties hereto. The Company shall not have the right to assign
its rights or obligations hereunder or any interest herein without obtaining the
prior written consent of the Stockholders holding an aggregate of at least a
majority of the Restricted Shares, on an as converted/exercised basis. The
Restricted Stockholders and the Investors may assign or transfer their rights
under this Agreement to the extent permitted herein and by the other agreements
between the respective parties and the Company.
7.5 TERMINATION. This Agreement shall terminate at the time immediately
prior to the consummation of a Liquidity Event (as defined in the Certificate of
Designation for the Preferred Stock).
7.6 SEVERABILITY. If any provision of this Agreement shall be found by
any court of competent jurisdiction to be invalid or unenforceable, the parties
waive such provision to the extent that it is found to be invalid or
unenforceable. Such provision shall, to the maximum
10
extent allowable by law, be modified by such court so that it becomes
enforceable and, as modified, shall be enforced as any other provision hereof,
all the other provisions hereof continuing in full force and effect.
7.7 HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
7.8 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous understandings, whether written or oral.
7.9 JOINDER OF ADDITIONAL PARTIES. Future holders of the Company's
capital stock (or of options, warrants, conversion rights or other rights to
acquire such capital stock) may become party hereto as a Stockholder by
executing a joinder hereto in a form reasonably satisfactory to the Company.
7.10 COUNTERPARTS. This Agreement may be executed in counterparts, all of
which together shall constitute the same instrument.
7.11 CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of the State of
Georgia.
11
The parties hereto have executed this Agreement under seal as of the date
first above written.
PHYSICIAN HEALTH CORPORATION
By:_________________________________
Xxxxx Xxxxxx, President
____________________________________
Xxxxx Xxxxxx, Individually
WESTON PRESIDIO CAPITAL II, L.P.
By: WESTON PRESIDIO CAPITAL
MANAGEMENT II, L.P.
By:___________________________
Title:
EGL HOLDINGS, INC.
By:_________________________________
Title:______________________________
MERCURY ASSET MANAGEMENT plc
on behalf of Xxxxx Nominees Limited
By:_________________________________
Title:______________________________
NATWEST VENTURES INVESTMENTS LIMITED
12
By:_________________________________
Title:______________________________
___________________________
___________________________
___________________________
___________________________
___________________________
___________________________
13
SCHEDULE A TO SECOND AMENDED AND RESTATED
STOCKHOLDERS'AGREEMENT
----------------------
Number of Preferred Stock Shares
Investors and Address Held on Date Hereof As of June 30, 1997
--------------------- ------------------- -------------------
Weston Presidio Capital II, L.P. 1,529,928
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
BancBoston Ventures, Inc. 458,907
000 Xxxxxxx Xxxxxx
Xxxxxx. Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
MERCURY ASSET MANAGEMENT plc 305,938
on behalf of Xxxxx Nominees Limited
NATWEST VENTURES
INVESTMENTS LIMITED 152,969
Partech U.S. Partners III C.V. 244,763
c/o Partech International
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone (000)000-0000
Telecopy (000) 000-0000
U.S. Growth Fund Partners C.V. 133,507
c/o Partech International
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone (000)000-0000
Telecopy (000) 000-0000
Axa U.S. Growth Fund LLC 66,753
c/o Partech International
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone (000)000-0000
Telecopy (000) 000-0000
Double Black Diamond II LLC 8,900
c/o Partech International
1
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone (000)000-0000
Telecopy (000) 000-0000
Almanori Limited 3,382
c/o Partech International
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone (000)000-0000
Telecopy (000) 000-0000
Multinvest Limited 1,602
c/o Partech International
00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone (000)000-0000
Telecopy (000) 000-0000
St. Xxxx Venture Capital IV, LLC 458,907
Xxxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000
0000 Xxxxxxxxxx Xxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
2
SCHEDULE B TO SECOND AMENDED AND RESTATED
STOCKHOLDERS'AGREEMENT
----------------------
EGL HOLDINGS, INC.
MERCURY ASSET MANAGEMENT plc
on behalf of Xxxxx Nominees Limited
NATWEST VENTURES INVESTMENTS LIMITED
3
SCHEDULE C TO SECOND AMENDED AND RESTATED
STOCKHOLDERS'AGREEMENT
----------------------
Restricted Stockholders and Address Number and Type of Shares
-----------------------------------
Held on Date Hereof
-------------------
Xxxxx X. Xxxxxx 1,300,000 PHC Common Stock
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxx Xxxxxxx, Jr. 137,648 PHC Common Stock; Options
000 Xxxxxxx Xxxxx, Xxxxx 000 to acquire 280,500 shares of PHC
Xxxxxxx, XX 00000 Common Stock; Options to acquire 484,000
shares of PHC Prime Common Stock
Xxxxxx Xxxx 355,000 PHC Common Stock
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Xxxxx Xxxxx Xxxxx 360,000 PHC Common Stock
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Xxxxxx X. Xxxxx, Ph.D. 330,000 PHC Common Stock
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
H. Xxxxxx Xxxxx 320,000 PHC Common Stock
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
J. Xxxxxxx Xxxxxxx, M.D. 100,000 PHC Common Stock; 125,000
CEO, PHC MidWest, Inc. PHC Prime Common Stock; Options to
000 Xxxxx Xxx Xxxxxx Xxxx, Xxxxx 000 acquire 450,000 shares of XXX Xxxxxx
Xx. Xxxxx, XX 00000-0000 Stock
4
