EXHIBIT 10.1
EXECUTION VERSION
STOCKHOLDERS SUPPORT AGREEMENT
STOCKHOLDERS SUPPORT AGREEMENT, dated as of March 18, 2005 (this
"Stockholders Agreement"), among SIEMENS MEDICAL SOLUTIONS USA, INC., a Delaware
corporation ("Parent"), MI MERGER CO., a Delaware corporation and a wholly owned
subsidiary of Parent ("Purchaser"), and each of the stockholders whose names
appear on the signature pages of this Stockholders Agreement (each, a
"Stockholder" and, collectively, the "Stockholders").
WHEREAS, as of the date hereof, except as set forth on Exhibit A,
each Stockholder owns of record and beneficially and has good, valid and
marketable title to, free and clear of any Lien, proxy, voting restriction,
limitation on disposition, adverse claim of ownership or use or encumbrance of
any kind, other than pursuant to this Stockholders Agreement, and has the sole
power to vote and full right, power and authority to sell, transfer and deliver,
the number of shares of common stock, par value $0.01 per share ("Company Common
Stock"), of CTI Molecular Imaging, Inc., a Delaware corporation (the "Company"),
as set forth opposite such Stockholder's name on Exhibit A hereto (all such
shares of Company Common Stock and any shares of Company Common Stock of which
ownership of record or the power to vote is hereafter acquired by any of the
Stockholders prior to the termination of this Stockholders Agreement being
referred to herein as the "Shares"); and
WHEREAS, Parent, Purchaser and the Company propose to enter into,
simultaneously herewith, an Agreement and Plan of Merger (the "Merger
Agreement"; except as otherwise noted herein, terms used but not defined in this
Stockholders Agreement shall have the meanings ascribed to them in the Merger
Agreement), a draft of which has been made available to each Stockholder, which
provides, upon the terms and subject to the conditions thereof, for the merger
of Purchaser with and into the Company (the "Merger") following the consummation
of a cash tender offer by Purchaser to acquire all the issued and outstanding
shares of Company Common Stock (the "Offer").
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and in the Merger Agreement, and
intending to be legally bound hereby, the Stockholders hereby agree as follows:
1. Tender of Shares. Each Stockholder hereby agrees that such
Stockholder (a) shall tender, or cause to be tendered, in the Offer, as promptly
as practicable, but in any event no later than five business days after the date
of commencement of the Offer, all of his or its Shares pursuant to the terms of
the Offer and (b) shall neither withdraw, nor cause to be withdrawn, such
Shares. Xxxxx Xxxxxxxx shall use reasonable best efforts to cause all Shares
pledged as collateral by Revocable Charitable Trust of Xxxxx and Xxxxxx Xxxxxxxx
under any security arrangement to be tendered in the Offer.
2. Grant of Proxy. Each Stockholder, by this Stockholders Agreement,
with respect to his or its Shares, hereby grants an irrevocable proxy (to the
extent that the Law of the
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state of Delaware may permit) until the termination of this Agreement to Parent
(and agrees to execute such documents or certificates evidencing such proxy as
Parent may reasonably request) to vote, at any meeting of the stockholders of
the Company, and in any action by written consent of the stockholders of the
Company, all of such Stockholder's Shares (a) in favor of the approval and
adoption of the Merger Agreement and approval of the Merger and all other
transactions contemplated by the Merger Agreement and this Stockholders
Agreement, (b) against any action, agreement or transaction (other than the
Merger Agreement or the transactions contemplated thereby) or proposal
(including any Competing Transaction) that would to his or its knowledge result
in a material breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement or that could
result in any of the conditions to the Company's obligations under the Merger
Agreement not being fulfilled, and (c) in favor of any other matter necessary to
the consummation of the transactions contemplated by the Merger Agreement and
considered and voted upon by the stockholders of the Company. Each Stockholder
further agrees to vote such Stockholder's Shares in accordance with the
foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each
Stockholder hereby acknowledges receipt and review of a copy of the Merger
Agreement.
3. Transfer of Shares. Each Stockholder agrees that he or it shall
not, directly or indirectly, (a) sell, assign, transfer (including by operation
of law), lien, pledge, dispose of or otherwise encumber any of the Shares or
otherwise agree to do any of the foregoing, (b) deposit any Shares into a voting
trust or enter into a voting agreement or arrangement or grant any proxy or
power of attorney with respect thereto that is inconsistent with this
Stockholders Agreement, (c) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale,
assignment, transfer (including by operation of law) or other disposition of any
Shares or (d) except as may be required by applicable Law or permitted pursuant
to Section 10 hereof, take any action that would make any representation or
warranty of such Stockholder herein untrue or incorrect in any material respect
or have the effect of preventing or disabling the Stockholder from performing
his or its obligations hereunder. Notwithstanding the foregoing, a Stockholder
that is an individual may, at any time prior to the Effective Time, transfer any
or all of his Shares (or any interest therein) to another Stockholder or to one
or more members of the Stockholder's family, any trust for the benefit of the
Stockholder's family, any entity controlled by the Stockholder or his family or
a charitable or other not-for-profit entity or organization (including, without
limitation, the ProVision Foundation and Xxxxx and Xxxxxx Xxxxxxxx Foundation),
so long as the transferee of such Shares agrees in writing to be bound by the
applicable provisions of this Stockholders Agreement.
4. No Solicitation of Transactions. Each Stockholder agrees that he
or it shall not, directly or indirectly, through any agent or otherwise, (a)
solicit, initiate or encourage (including by way of furnishing nonpublic
information), or take any other action to facilitate, any inquiries or the
making of any proposal or offer (including, without limitation, any proposal or
offer to any other stockholders of the Company) that constitutes, or may
reasonably be expected to lead to, any Competing Transaction, or (b) enter into
or maintain or continue discussions or negotiations with any person in
furtherance of such inquiries or to obtain a proposal or offer for a Competing
Transaction, or (c) agree to, approve, endorse or recommend any Competing
Transaction or enter into any letter of intent or other contract, agreement or
commitment contemplating or otherwise relating to any Competing Transaction;
provided, however, that
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nothing in this Section 4 shall prevent any Stockholder, in his capacity as a
director or executive officer of the Company from engaging in any activity
permitted pursuant to Section 6.05(b) or Section 6.05(c) of the Merger
Agreement. Each Stockholder shall, and shall direct his or its representatives
and agents to, immediately cease and terminate all existing discussions or
negotiations with any parties conducted heretofore with respect to a Competing
Transaction.
5. Information for Offer Documents and Proxy Statement; Disclosure.
Each Stockholder represents and warrants to Parent and Purchaser that none of
the information relating to such Stockholder and his or its affiliates provided
in writing by, or, with the express prior authorization of such Stockholder (or
his or its affiliates, as applicable), on behalf of, such Stockholder or his or
its affiliates for inclusion in the Schedule TO, Schedule 14D-9, Offer
Documents, or Proxy Statement will, at the respective times the Schedule TO,
Schedule 14D-9, Offer Documents, or Proxy Statement are filed with the SEC or
are first published, sent or given to stockholders of the Company, contain any
untrue statement of material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. Each
Stockholder authorizes and agrees to permit Parent and Purchaser to publish and
disclose in the Offer Documents and the Proxy Statement and related filings
under the securities laws such Stockholder's identity and ownership of Shares
and the nature of his or its commitments, arrangements and understandings under
this Agreement and any other information required by applicable Law.
6. Termination. This Stockholders Agreement shall terminate upon the
earliest of (i) the Effective Time or (ii) the termination of the Merger
Agreement pursuant to Section 8.01 of the Merger Agreement; provided, however,
that Section 7 of this Stockholders Agreement shall survive the Effective Time
pursuant to its terms. Nothing in this Section 6 shall relieve any party of
liability for any breach of this Stockholders Agreement prior to the termination
of this Stockholders Agreement.
7. Non-Competition/Non-Solicitation Agreement. (a) During the period
beginning at the Effective Time and ending on the third anniversary thereof,
except with the consent of Parent, no Stockholder shall, and shall not permit
any of his or its agents on his or its behalf (collectively, the "Stockholder
Parties") to, directly or indirectly, as principal for their own account or
jointly with others, or as an equity holder in any person, engage in, distribute
products for, or own, manage, operate, or control, or participate in the
ownership, management or control of, or have (or acquire) an interest in or
assets of, any person, enterprise or business that directly engages in:
(i) the design, development, manufacture, assembly, distribution or
sale of any (A) positron emission tomographs, including non-human animal
positron emission tomographs, (either standalone or in combination with
any other modalities, such as computed tomography, magnetic resonance, or
near-infrared imaging or designed for dual modality imaging
simultaneously) or components (including software, tools, procedures and
protocols) for the assembly of, incorporation into or use with any
positron emission tomographs (either standalone or in combination with any
other modalities, such as computed tomography, magnetic resonance, or
near-infrared imaging or designed for dual modality imaging
simultaneously), including, without limitation, probes for the
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detection of positron emitters, ring tomographs (emission computerized
axial tomography image devices) and other positron imaging devices; (B)
positron emission tomography biomarkers, tracers, compounds, precursor
agents or other positron emission tomography radiopharmaceuticals or (C)
cyclotrons, cyclotron targets, chemistry boxes, microfluidic chips or
related tools and equipment used for the production of positron emission
tomography radiopharmaceuticals and radionuclides that can be used for
positron emission tomography;
(ii) the design, development, manufacture, assembly, distribution or
sale of detector materials for use in the items described in clause (i)(A)
above;
(iii) the design, development, manufacture, assembly, distribution
or sale of radioactive sources used for calibration and quality control
and/or attenuation correction of positron emission tomographs;
(iv) the design, development, manufacture, assembly, distribution or
sale of computer workstations and software for the creation, display and
analysis of molecular images;
(v) internet hosting services specifically designed to connect
physicians, radiopharmacies, patients and positron emission tomography
providers; or
(vi) the provision of technical services, training services,
maintenance and repair services, site planning and installation services,
radioactive materials licensing, and application development services with
respect to any of the foregoing (all of the businesses referred to in
clauses (i) through (vi), inclusive, the "Restricted Business");
provided, however, that the foregoing shall not prohibit any
Stockholder Party (i) from being the passive owner of not more than 5% of any
class of capital stock of any person which is publicly traded on a national
securities exchange or in the over-the-counter market in the United States or on
a foreign securities exchange, (ii) from engaging in any activities set forth on
Exhibit B hereto under the heading "Permitted Activities" (which, for avoidance
of doubt, shall not be deemed a Restricted Business hereunder) or (iii) from
being an employee, director, advisor or consultant for, any business division or
unit of an entity which engages in the Restricted Business provided that the
business division or unit does not engage in the Restricted Business and does
not require Stockholder to do so.
(b) Each of the Stockholders agrees that for a period of three years
from the Effective Time, he or it shall not, and shall use his or its reasonable
best efforts to cause his or its respective Stockholder Parties on his or its
behalf not to, in any manner, directly or indirectly, knowingly (i) induce or
attempt to induce any individual that has been an employee of the Company at any
time between October 1, 2004 and the Effective Time, to leave the employ of the
Company or to violate the terms of his or her contract, or any employment
arrangements, with the Company, (ii) except in response to a good faith request
by a person that has not been an employee with the Company during the
twelve-month period preceding such request for a recommendation regarding the
employment qualifications of such employee, recommend to any other person that
they employ any such employee (provided, for avoidance of doubt, that there
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shall be no restriction on the ability to make recommendations for employment to
a Company not engaging in Restricted Business), (iii) interfere with or attempt
to interfere with any officers, employees, representatives or agents of the
Company in a manner adverse to the Company, or (iv) hire any such employee,
unless such employee has not been an employee of the Company at least for a
period of twelve consecutive months. Notwithstanding the foregoing, nothing in
this Section 7(b) shall prohibit any Stockholder or Stockholder Party from
employing or engaging as a consultant an individual (i) with the consent of
Parent or (ii) who responded to general solicitations in publications or on
websites, or through the use of search firms, so long as such general
solicitations or search firm activities are not targeted specifically at an
employee of the Company, Parent or Purchaser or any of their respective
subsidiaries.
(c) Each of the Stockholders agrees that for a period of three years
from the Effective Time, such Stockholder shall not, and shall use his or its
reasonable best efforts to cause his or its respective Stockholder Parties on
his or its behalf not to, in any manner, directly or indirectly, knowingly (i)
solicit the business (pertaining to the Restricted Business) of any person known
by such Stockholder to be a customer of the Company as of the Effective Time or
seek to induce any such person to reduce or refrain from doing business with any
of Parent, Purchaser, the Company or any of their respective affiliates, or (ii)
disparage Parent, Purchaser, the Company or any of their respective affiliates
or any of their respective products or activities in the Restricted Business.
Parent and Purchaser shall not (and shall use reasonable best efforts to cause
the executive officers and directors of Parent, Purchaser, the Company and their
respective subsidiaries not to) make any derogatory or disparaging statement
regarding any Stockholder or any Stockholder Party. Nothing in this Section 7(c)
will prohibit the making of any truthful statements made by any person in
response to a lawful subpoena or legal proceeding or to enforce such person's
rights under this Stockholders' Agreement and the other documents relating to
the transactions contemplated by the Merger Agreement.
(d) Each Stockholder hereby acknowledges that this Section 7
constitutes an independent covenant and shall not be affected by performance or
nonperformance of any other provision of this Stockholders Agreement by any
party hereto. Each Stockholder hereby acknowledges that the covenants of each
Stockholder set forth in this Section 7 are an essential element of this
Stockholders Agreement and an inducement for Parent and Purchaser to enter the
Merger Agreement and that, but for the agreement of each Stockholder to comply
with these covenants, neither Parent nor Purchaser would have entered into the
Merger Agreement. Each party hereto agrees that money damages would be an
inadequate remedy for any breach of this Section 7. Therefore, in the event of a
breach or threatened breach of this Xxxxxxx 0, Xxxxxx, Xxxxxxxxx and/or any
Surviving Corporation may, in addition to other rights and remedies existing in
its favor, apply to any court of competent jurisdiction for specific performance
and/or injunctive or other relief in order to enforce, or prevent any violations
of, the provisions thereof. Each Stockholder hereby acknowledges that such
Stockholder has independently consulted with counsel and after such consultation
agrees that the covenants set forth in this Section 7 are intended to be
reasonable and proper in scope, duration and geographical area and in all other
respects. If any such covenant is found to be invalid, void or unenforceable in
any situation in any jurisdiction by a final determination of a court or any
other Governmental Authority of competent jurisdiction, each Stockholder, Parent
and Purchaser agree that: (i) such determination shall not affect the validity
or enforceability of (A) the offending term or provision in any other situation
or in any other jurisdiction or (B) the remaining terms and provisions of this
Section 7
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in any situation in any jurisdiction; (ii) the offending term or provision shall
be reformed rather than voided and the court or Governmental Authority making
such determination shall have the power to reduce the scope, duration or
geographical area of any invalid or unenforceable term or provision, to delete
specific words or phrases, or to replace any invalid or enforceable term or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable provision,
in order to render the restrictive covenants set forth in this Section 7
enforceable to the fullest extent permitted by applicable Law; and (iii) the
restrictive covenants set forth in this Section 7 shall be enforceable as so
modified.
(e) The Stockholders' shall have the right to review and consent to
the Parent, Purchaser and/or Company's allocation to the above covenants of the
consideration to be received by each Stockholder pursuant to the Offer and/or
Merger Agreement for tax reporting purposes.
8. Representations and Warranties of Stockholder. Each Stockholder
hereby severally represents and warrants to Parent and Purchaser, except as set
forth on Exhibit A, as follows:
(a) (i) Each Stockholder that is an individual has full legal right
and capacity to execute and deliver this Stockholder Agreement, to perform his
obligations hereunder and to consummate the transactions contemplated hereby,
and (ii) each Stockholder that is not an individual is duly organized, or
formed, as applicable, validly existing and in good standing under the Laws of
its jurisdiction of organization or formation, as applicable, and has all
necessary power and authority to execute and deliver this Stockholders
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by each Stockholder and, assuming the due authorization, execution and
delivery by Parent and Purchaser, constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, subject to the effect of any applicable bankruptcy,
insolvency (including, without limitation, all Laws relating to fraudulent
transfers), reorganization, moratorium or similar Laws affecting creditors'
rights generally and subject to the effect of general principles of equity
(regardless of whether considered in a proceeding at law or in equity) and
applicable public policy.
(b) The execution and delivery of this Stockholder Agreement by each
Stockholder do not, and the performance of this Stockholder Agreement by such
Stockholder will not (i) conflict with or violate any organizational or
formation document of any Stockholder, (ii) assuming that all consents,
approvals, authorizations and other actions described in Section 8(d) have been
obtained and all filings and obligations described in Section 8(d) have been
made, conflict with or violate any order, judgment or decree applicable to any
Stockholder or by which any property or asset of any Stockholder is bound or
affected, (iii) result in any breach of or constitute a default (or an event
which, with notice or lapse of time or both, would become a default) under, or
give to others any right of termination, amendment, acceleration or cancellation
of, any contract or other agreement to which Stockholder is a party.
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(c) Each Stockholder owns of record and beneficially and has good,
valid and marketable title to, free and clear of any Lien, proxy, voting
restriction, limitation on disposition, adverse claim of ownership or use or
encumbrance of any kind, other than pursuant to this Stockholder Agreement, and
has the sole power to vote and full right, power and authority to sell, transfer
and deliver, the Shares (as set forth on Exhibit A).
(d) Each Stockholder has had access, prior to the execution of this
Stockholder Agreement, to the information he or it felt he or it needed and
desired in connection with his or its evaluation of this Stockholder Agreement
and the Merger Agreement and the transactions contemplated hereby and thereby
and has had, prior to the execution of this Stockholder Agreement, the
opportunity to ask questions of, and receive answers from, the Company and legal
counsel concerning the terms and conditions of the transactions contemplated by
this Stockholder Agreement and the Merger Agreement and to obtain additional
information necessary to assess the transactions contemplated hereby and
thereby.
9. Representations and Warranties of Stockholder's Spouse. The
spouse of Xxxxx X. Xxxxxxxx, Ph.D. (the "Spouse") hereby represents and warrants
to Parent and Purchaser as follows: (a) the Spouse shall not assert or enforce,
and does hereby waive, to the extent permitted by applicable Law, any rights
granted under any community property statute with respect to the Shares held by
Xxxxx X. Xxxxxxxx, Ph.D. that would adversely affect the covenants made by Xxxxx
X. Xxxxxxxx, Ph.D. pursuant to this Stockholders Agreement or the sale and
transfer of such Shares to Parent or Purchaser pursuant to the terms of this
Stockholders Agreement; provided, however, that the Spouse shall not be
prohibited from asserting any rights the Spouse may have against the
consideration received by Xxxxx X. Xxxxxxxx, Ph.D. in exchange for such Shares;
(b) the Spouse hereby acknowledges receipt and review of a copy of the Merger
Agreement and this Stockholders Agreement.
10. Rights as Director or Officer. Nothing herein will be deemed to
prohibit or restrict any Stockholder that is an individual from taking or
omitting to take any action that the Stockholder determines in good faith he is
required to take or prohibited from taking as an officer or director of the
Company or under applicable Law, the intention of the parties herein being only
to impose obligations on the Stockholders in their capacities as stockholders of
the Company.
11. Miscellaneous. Except as otherwise provided herein, all costs
and expenses incurred in connection with this Stockholders Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses, whether or not the transactions contemplated hereby are
consummated; all notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by telecopy or e-mail or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at their addresses as specified on the signature page(s) of
this Stockholders Agreement; if any term or other provision of this Stockholders
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Stockholders
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party; this Stockholders
Agreement constitutes the entire agreement among the
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parties with respect to the subject matter hereof and supersedes all prior
agreements and undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof; this Stockholders Agreement
shall not be assigned (whether pursuant to a merger, by operation of law or
otherwise), except that Parent may assign all or any of its rights and
obligations hereunder to any affiliate of Parent and Parent may assign all or
any of its rights under Section 7 of this Stockholders Agreement to any person
who purchases any business unit or all or substantially all of the assets of the
Company or the Subsidiaries; provided that no such assignment shall (i) be
permitted (without the applicable Stockholder's consent) to the extent the
effect of the assignment would be to increase the scope of, or otherwise
adversely effect, any Stockholder's obligations under Section 7 or (ii) relieve
Parent of its obligations hereunder if such assignee does not perform such
obligations; this Stockholders Agreement shall be binding upon and inure solely
to the benefit of each party hereto, and nothing in this Stockholders Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Stockholders Agreement; the parties hereto agree that irreparable damage would
occur in the event any provision of this Stockholders Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof (except where performance
is excused pursuant to the terms hereof), in addition to any other remedy at law
or in equity; this Stockholders Agreement shall be governed by, and construed in
accordance with, the Laws of the State of Delaware applicable to contracts
executed in and to be performed in that State; this Stockholders Agreement may
be executed and delivered (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement; from time to time, at the
request of Parent, in the case of any Stockholder, or at the request of the
Stockholders, in the case of Parent and Purchaser, and without further
consideration, each party shall execute and deliver or cause to be executed and
delivered such additional documents and instruments and take all such further
action as may be reasonably necessary or desirable to consummate the
transactions contemplated by this Stockholders Agreement; this Stockholders
Agreement may be amended only if such amendment is in writing and duly executed
or delivered by each of the parties hereto; EACH OF THE PARTIES HERETO HEREBY
WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS STOCKHOLDERS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
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IN WITNESS WHEREOF, the parties have executed, or have caused to be
executed, this Stockholders Agreement as of the date first written above.
SIEMENS MEDICAL SOLUTIONS USA, INC.
/s/ Xx. Xxxxxxx Xxxxxxxx
------------------------------------------
Name: Xx. Xxxxxxx Xxxxxxxx
Title: Executive Vice President
Address: Xxxxxxxx. 000
X-00000 Xxxxxxxx
/s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Corporate Secretary
Address: 00 Xxxxxx Xxxxxx Xxx.
Xxxxxxx, XX 00000
MI MERGER CO.
/s/ Xx. Xxxxxxx Xxxxxxxx
------------------------------------------
Name: Xx. Xxxxxxx Xxxxxxxx
Title: Executive Vice President
Address: Xxxxxxxx. 000
X-00000 Xxxxxxxx
/s/ Xxxxx X. Xxxxx
------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Corporate Secretary
Address: 00 Xxxxxx Xxxxxx Xxx.
Xxxxxxx, XX 00000
XXXXX X. XXXXXXXX, PH.D.
/s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Address:
REVOCABLE CHARITABLE TRUST OF
XXXXX AND XXXXXX XXXXXXXX
By: Xxxxx X. Xxxxxxxx, Trustee
/s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Address:
VISION INVESTMENTS, LLC
By: Xxxxx X. Xxxxxxxx, Ph.D., its managing
member
/s/ Xxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxxx, Ph.D.
Address:
PROVISION FOUNDATION
By: Xxxx Sale, its Chief Financial Officer
/s/ Xxxx Sale
------------------------------------------
Address:
XXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Address:
EXHIBIT A
LIST OF STOCKHOLDERS
Number of Shares of Company
Common Stock Owned
Name of Stockholder of Record**
Xxxxx X. Xxxxxxxx, Ph.D. 883,082
Revocable Charitable Trust of Xxxxx and
Xxxxxx Xxxxxxxx 932,010*
Vision Investments, LLC 4,950,000
Pro Vision Foundation 157,328
* Currently pledged as collateral to secure a personal loan of Xxxxx Xxxxxxxx.
Xx. Xxxxxxxx intends to seek the release of such security interest promptly.
** Does not include 59,846 options held by Xx. Xxxxxxxx or 5,000 deferred stock
units for which Xx. Xxxxxxxx does not currently hold direct ownership of or the
right to vote or control the disposition
EXHIBIT B
PERMITTED ACTIVITIES:
- Owning, managing, operating, or controlling, or participating in the
ownership, management or control of, or having (or acquiring) an interest
in or assets of, any person, enterprise or business that (i) provides
imaging services (including, without limitation PET/CT imaging services
and services ancillary to imaging services (including, without limitation,
start-up, networking and software services, and educational and training
services)), and the lease, purchase or other utilization by any such
provider of any related equipment, products (including
radiopharmaceuticals), software or other services (collectively, the
"Related Equipment") whether or not the supplier, lessor or other provider
of such Related Equipment is engaged in the Restricted Business (the
"Provider Business"), or (ii) engages in the Restricted Business (a) if
the activities of such enterprise which constitute the Restricted Business
collectively account for less than 10% of the revenues of the entire
enterprise, and (b) the Stockholder's relationship to such enterprise does
not involve participation in such activities.
- Except in connection with the sale of any business unit or all or
substantially all of the assets of the Company, any portion of the
Restricted Business with respect to which the Provider Business contracts
services to the extent that the Company actually and intentionally ceases
to engage in such portion of the Restricted Business at any time after the
Effective Date with the intent to exit the related business.
