Voting Agreement
This Agreement is entered into as of July 6, 2007 by Stericycle, Inc., a
Delaware corporation ("Parent"), TMW Acquisition Corporation, a Texas
corporation and wholly-owned subsidiary of Parent ("MergerSub"), and the holders
of common stock of MedSolutions, Inc., a Texas corporation (the "Company"),
signatory hereto (each, a "Shareholder," and collectively, the "Shareholders").
Background:
A. Each Shareholder is a significant shareholder of the Company. The number
of shares of the Company's common stock, par value $.001 per share ("Company
Common Stock"), that each Shareholder owns (the Shareholder's "Shares"), and the
percentage that the Shareholder's Shares represent of the Company's issued and
outstanding shares of Company Common Stock as of July 6, 2007, are shown
opposite the Shareholder's name on the attached Exhibit A.
B. Concurrently with the execution of this Agreement, Parent, MergerSub and
the Company have entered into an Agreement and Plan of Merger, dated July 6,
2007 (the "Merger Agreement"), pursuant to which Parent will acquire all of the
Company's outstanding capital stock for cash and promissory notes through a
reverse subsidiary merger of MergerSub with and into the Company (the "Merger").
C. The Company's board of directors, on the basis of the unanimous
recommendation of its Special Committee, has unanimously resolved to recommend
that Company's shareholders approve the Merger Agreement and the consummation of
the Merger.
D. Parent and MergerSub would not have entered into the Merger Agreement
without the voting and other assurances provided by the Shareholders in this
Agreement.
E. Each Shareholder will receive substantial direct and indirect benefits
from the consummation of the Merger, pursuant to which each share of Company
Common Stock will be converted into the right to receive the Merger
Consideration.
Now, therefore, in consideration of their mutual promises, and intending to
be legally bound, the parties agree as follows:
1. Definitions
Capitalized terms used in this Agreement (including the preceding
background paragraphs) without being defined have the same meanings that they
have in the Merger Agreement.
2. Voting
Each Shareholder agrees that, during the term of this Agreement:
(a) the Shareholder shall vote all of the Shareholder's Shares in
favor of the Merger Agreement and the Merger at the Shareholders
Meeting and at any adjournment of the meeting; and
(b) the Shareholder shall not enter into any voting agreement in
respect of the Shareholder's Shares or give any Person a proxy or
power of attorney in respect of the Shareholder's Shares in
conflict with or inconsistent with the Shareholder's obligations
under this Agreement.
3. Transfers
During the term of this Agreement, the Shareholder shall not sell, transfer
or otherwise encumber ("Transfer") ownership or control of any of the
Shareholder's Shares otherwise than in accordance with the terms of the Merger
unless the Shareholder first provides Notice to Parent and MergerSub of the
proposed Transfer and delivers to Parent and MergerSub, prior to or concurrently
with the proposed Transfer and in form acceptable to Parent and MergerSub, the
written agreement of the proposed transferee to be bound by the terms of this
Agreement in respect of the Shares transferred.
4. Term
This Agreement shall terminate on the first of the following times or
events to occur:
(a) the Effective Time; or
(b) the termination of the Merger Agreement pursuant to Sections 9.1,
9.2 or 9.3 of the Merger Agreement.
Upon the termination of this Agreement, all of the Shareholders' respective
obligations under this Agreement shall terminate.
5. Specific Performance
If for any reason a Shareholder fails to perform any of the Shareholder's
obligations under this Agreement, Parent and MergerSub shall be entitled, as
their sole remedy for the Shareholder's failure, to specific performance and
injunctive relief, without the necessity of posting any bond or other security.
6. Notices
All notices and other communications under this Agreement ("Notices") shall
be in writing and sent by certified or registered mail, overnight messenger
service, personal delivery or facsimile as follows:
(a) if to the Company, to:
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MedSolutions, Inc.
00000 Xxxxx Xxxxx
Xxxx Xxxxxxx XXX, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
President and Chief Executive Officer
Fax: (000) 000-0000
with a required copy to:
Block & Garden, LLP
00000 Xxxxx Xxxxx
Xxxx Xxxxxxx XXX, Xxxxx 000
Xxxxxx Xxxxx 00000
Attention: Xx. Xxxxxx X. Block
Fax: (000) 000-0000
(b) if to Parent or MergerSub, to:
Stericycle, Inc.
00000 Xxxxx Xxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx ten Brink
Executive Vice President
and Chief Financial Officer
Fax: (000) 000-0000
with a required copy to:
Xxxxxxx and Colmar
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxx
Fax: (000) 000-0000
Notices sent by certified or registered mail shall be considered to have
been given three business days after being deposited in the mail. All Notices
sent by overnight courier service, personal delivery or facsimile shall be
considered to have been given when actually received by the intended recipient.
A party may change his or its address for purposes of this Agreement by Notice
in accordance with this Paragraph 6.
7. Shares
A Shareholder's Shares shall be considered to include all shares of Company
Common Stock that the Shareholder may acquire after the date of this Agreement
by any means.
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8. No Ownership Rights
Nothing in this Voting Agreement shall be considered to vest in Parent or
MergerSub any direct or indirect ownership or incidence of ownership of any of
the Shareholders' Shares.
9. Counterparts
This Agreement may be executed in two or more counterparts, each of which
shall be considered an original copy of this Agreement and all of which, when
taken together, shall be considered to constitute one and the same agreement.
10. Governing Law
This Agreement shall be governed by the Laws of the State of Texas without
regard to conflicts of laws principles.
11. Binding Effect
This Agreement shall apply to, be binding on and inure to the benefit of
parties and their respective heirs, legal representatives, successors and
permitted assigns.
12. Irrevocable Proxy
Each Shareholder, for consideration received, hereby appoints Xxxx X.
Xxxxxx and Xxxxx X.X. ten Xxxxx and each of them as such Shareholder's proxies,
with full power of substitution in each of them, to cast on his or its behalf
all votes entitled to be cast by the Shareholder in respect of the Shareholder's
Shares at the Shareholders Meeting, and at any adjournment of the meeting, "For"
approval and adoption of the Merger Agreement and the Merger. This proxy is
coupled with an interest and is irrevocable until such time as this Agreement
terminates in accordance with its terms.
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In witness, the parties have executed this Agreement.
Stericycle, Inc.
By /s/ Xxxxx X.X. ten Brink
---------------------------------
Xxxxx X.X. ten Xxxxx
Executive Vice President
and Chief Financial Officer
TMW Acquisition Corporation
By /s/ Xxxxx X.X. ten Brink
---------------------------------
Xxxxx X.X. ten Xxxxx
Vice President
Form of Shareholder Signature Page
SHAREHOLDER:
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By:
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Name:
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Title:
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Number of Shareholder Shares: ________
