EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 1997, among
Physician Support Systems, Inc., a Delaware corporation (the "Company"), Xxxxx
Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxx Xxxxx As Independent Trustee of the Xxxx
Xxxxxxxxx Family Trust Dated November 4, 1996 and Xxxxx Xxxxx As Independent
Trustee of the Xxxxx Xxxxxxxxx Family Trust Dated November 4, 1996
(collectively, the "Stockholders"), and Xxxxx Xxxxxxxxx, as representative of
the Stockholders (the "Representative").
Introduction
------------
Pursuant to the Stock Purchase Agreement, dated as of February 3, 1997 (the
"Stock Purchase Agreement"), among the Company, PSI Acquisition Corp., a
Michigan corporation and a wholly owned subsidiary of the Company
("Subsidiary"), and the Stockholders, the Stockholders are being issued shares
of common stock, par value $.001 per share (the "Common Stock"), of the Company
in connection with the consummation of the transactions contemplated thereby.
As a condition to the consummation of the transactions contemplated by the
Stock Purchase Agreement, the Company is entering into this Agreement.
The parties hereto agree as follows:
1. Definitions. As used herein, the following terms have the
-----------
following respective meanings:
Commission means the Securities and Exchange Commission, or any other
----------
federal agency at the time administering the Securities Act.
Distribution Period means, (a) in the case of a distribution of Registrable
-------------------
Shares in a firm commitment underwritten public offering, the period of time
until each underwriter has completed the distribution of all securities
purchased by it, but in any case not more than 30 days, and (b) in the case of
any other distribution of Registrable Shares, the period ending on the earlier
of (i) the sale of all Registrable Shares covered by such registration and (ii)
21 days following the effective date of the registration statement utilized in
connection with such registration under the Securities Act.
Registrable Shares means, beginning with the first anniversary of the date
------------------
hereof, the following cumulative amount of the aggregate shares of Common Stock
issued to all of the Stockholders pursuant to the Stock Purchase Agreement
(including any additional shares issued as a stock dividend thereon or any
shares issued as the result of a stock split (including reverse stock split),
recapitalization, reorganization, stock exchange or other combination):
Anniversary Date Cumulative Amount
---------------- -----------------
First 25%
Second 50%
Third 75%
Fourth 100%
Representative means Xxxxx Xxxxxxxxx, or such other person notified in
--------------
writing to the Company by holders of a majority of the Registrable Shares, in
such person's capacity as representative of the Stockholders.
Securities Act means the Securities Act of 1933, as amended.
--------------
2. Incidental Registration. (a) If at any time on or after the first
-----------------------
anniversary of the date hereof, the Company proposes to register any Common
Stock under the Securities Act (other than on Forms X-0, X-0 or any other form
which does not permit registration of securities by selling stockholders for
sale to the public for cash) in connection with the proposed offer and sale for
cash either for its own account or on behalf of any holder of Common Stock, it
will give written notice to the Stockholders of its intention to do so at least
10 business days prior to the earliest date on which the Company anticipates
that such registration will be declared effective by the Commission. Upon a
Stockholder's written request to the Company, given within 10 business days
after receipt of any such notice, to register any of such Stockholder's
Registrable Shares, the Company will use its reasonable best efforts to cause
the Registrable Shares as to which registration shall have been so requested to
be included in the shares of Common Stock to be covered by the registration
statement proposed to be filed by the Company; provided that nothing set forth
in this Agreement shall prevent the Company from, at any time, withdrawing,
abandoning or delaying any registration of such Common Stock.
(b) The Company shall have the sole right to select the managing
underwriter or underwriters. The managing underwriter for such offering shall
have the authority, in its sole discretion, to reduce the number of Registrable
Shares to be included in such registration if and to the extent that it
determines that inclusion of such Registrable Shares would adversely effect the
marketing of the other Common Stock to be sold thereunder. Any such reduction in
the shares included in any such offering shall be effected (i) first, by
excluding shares ("Piggyback Shares") of Common Stock that otherwise would be
included by virtue of incidental or piggyback registration rights (but not
demand registration rights) granted to stockholders of the Company (including
the Stockholders), which exclusion shall be effected on a pro rata basis based
upon the number of shares of Common Stock so requested to be registered in such
offering by all such stockholders proposing to sell Piggyback Shares and (ii)
second, only to the extent necessary and after the exclusion of all Piggyback
Shares, by excluding shares of Common Stock included in such registration by the
Company and any stockholder of the Company who shall have exercised a demand
registration right in connection with such offering, which exclusion shall be
effected on a pro rata basis based upon the number of shares of Common Stock
proposed to be registered on behalf of the Company and on behalf of any such
holder of demand registration rights.
(c) If any registration pursuant to this Section 2 shall be underwritten,
in whole or in part, the Company or the managing underwriter or underwriters may
require that the Registrable Shares requested for inclusion pursuant to this
Section 2 be included in the underwriting on the same terms and conditions as
the securities otherwise being sold through the underwriters.
3. Preparation and Filing. If and whenever the Company is under an
----------------------
obligation pursuant to the provisions of Section 2 to effect the registration of
any Registrable Shares, the Company shall, as expeditiously as practicable:
(a) prepare and diligently pursue the filing with the Commission of a
registration statement with respect to such securities and use its reasonable
efforts to cause such registration statement to become and remain effective for
the Distribution Period, but no longer;
(b) prepare and file with the Commission such amendments and supplements to
such registration statements and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective for the
Distribution Period, but no longer;
(c) furnish to the holders of Registrable Shares included in such
registration statement such number of copies of a summary prospectus or other
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as such holders of
Registrable Shares may reasonably request in order to facilitate the public sale
or other disposition of such Registrable Shares;
(d) use its reasonable efforts to register or qualify the Registrable
Shares covered by such registration statement under the securities or "blue sky"
laws of such states as each holder of such Registrable Shares shall reasonably
request (provided, that the Company shall not be required to consent to general
--------
service of process for all purposes in any jurisdiction where it is not then
qualified) and do any and all other acts or things which may be necessary or
advisable to enable such seller to consummate the public sale or other
disposition in such jurisdictions of such securities;
(e) notify each Stockholder selling Registrable Shares covered by such
registration statement, at any time during the Distribution Period when a
prospectus relating thereto covered by such registration statement is required
to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing and at
the request of such Stockholder, prepare and furnish to such Stockholder a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing; and
(f) use its reasonable efforts to furnish, at the request of any
Stockholder requesting registration of Registrable Shares pursuant to Section 2
on the date that such Registrable Shares are delivered to the underwriters for
sale in connection with a registration pursuant to Section 2, if such securities
are being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, stating
that such registration statement has become effective under the Securities Act
and that (A) to the best of such counsel's knowledge, no stop order suspending
the effectiveness thereof has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under the Securities Act,
(B) the registration statement, the related prospectus, and each amendment or
supplement thereof, comply as to form in all material respects with the
requirements of the Securities Act and the applicable rules and regulations of
the Commission thereunder (except no opinion or statement is required regarding
financial statements and other financial and statistical data) and (C) to such
other effects as may reasonably be requested by counsel for the underwriters, if
any, and (ii) a
letter dated such date, from the independent certified public accountants of the
Company, stating that they are independent public accountants within the meaning
of the Securities Act and that, in the opinion of such accountants, the
financial statements of the Company included or incorporated by reference in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters with respect to the registration
in respect of which such letter is being given as such underwriters, if any, may
reasonably request.
(g) Notwithstanding anything to the contrary contained herein, the Company
shall have the right to deregister any Registrable Shares that remain unsold at
the conclusion of any Distribution Period.
4. Stockholders' Lock-Up; Cooperation. If any Registrable Shares of a
----------------------------------
Stockholder are included in an underwritten registration pursuant to Section 2,
each Stockholder, as a condition to receiving the rights granted hereunder, may
be required to, and if required such Stockholder shall, enter into an agreement
with the managing underwriter or underwriters (a "Lock-up Agreement"), pursuant
to which such Stockholder shall refrain from selling any shares of Common Stock
not included in such registration during the period of distribution of Common
Stock by such underwriters and for a period of up to 180 days following the
effective date of such registration. In connection with each registration
pursuant to Section 2 hereof, the Stockholders selling Registrable Shares shall
furnish in writing to the Company and any underwriter participating in such
offering such information with respect to themselves and the proposed
distribution by them as shall be reasonably necessary in order to assure
compliance with Federal and applicable state securities laws.
5. Underwriting Agreement. In connection with each registration
----------------------
pursuant to Section 2 covering an underwritten public offering, the Company and
the Stockholders agree to enter into a written agreement with the managing
underwriter or underwriters in such form and containing such provisions as are
usual and customary in the securities business for such an arrangement between
reputable underwriters and companies of the Company's size and investment
stature; provided that such agreement shall not contain any such provision
applicable to the Company or the Stockholders which is inconsistent with the
provisions of this Agreement; and provided, further, that the time and place of
the closing under said underwriting agreement shall be as mutually agreed upon
between the Company and such managing underwriter.
6. Expenses. All expenses incurred by the Company in complying with this
--------
Agreement, including, without limitation, all registration and filing fees, fees
and expenses of complying with securities and "blue sky" laws, printing expenses
and fees and disbursements of the Company's counsel, and of the Company's
independent certified public accountants shall be paid by the Company; provided,
that counsel to the Stockholders and all underwriting discounts and selling
commissions applicable to the Registrable Shares covered by registrations
effected hereunder shall not be borne by the Company but shall be borne by the
Stockholder or Stockholders.
7. Indemnification. (a) In the event of any registration of any
---------------
Registrable Shares under the Securities Act pursuant to this Agreement or
registration or qualification of any Registrable Shares under state securities
or "blue sky" laws pursuant to this Agreement, the Company shall indemnify and
hold harmless the Stockholder owning such Registrable Shares and each other
person, if any, who controls such holder, within the meaning of the Securities
Act,
against any losses, claims, damages or liabilities, joint or several, to which
any of the foregoing persons may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any registration statement
under which such Registrable Shares were registered under the Securities Act,
any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto, or any document prepared or furnished by the
Company incident to the registration or qualification of any Registrable Shares
pursuant to this Agreement, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading or, with respect to
any prospectus, necessary to make the statements therein in light of the
circumstances under which they were made, not misleading, or any violation by
the Company of the Securities Act or state securities or "blue sky" laws
applicable to the Company and relating to action or inaction required of the
Company in connection with such registration or qualification under such state
securities or blue sky laws; and shall reimburse such Stockholder or other
person acting on behalf of such Stockholder and each such controlling person for
any legal or any other expenses reasonably incurred by any of them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, that the Company shall not be liable (i) in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the registration statement, any preliminary prospectus
or final prospectus or any amendment or supplement or any document incident to
the registration or qualification of any Registrable Shares pursuant to this
Agreement in reliance upon and in conformity with written information furnished
to the Company by such Stockholder or such underwriter specifically for use in
the preparation thereof and (ii) to any broker or other person acting on behalf
of such Stockholder to the extent that any such loss, claim, damage or liability
arises out of or is based upon any representation or other statement of such
broker or other person that is not in conformity with the preliminary prospectus
or prospectus.
(b) Each Stockholder hereby indemnifies and holds harmless the Company,
each director of the Company, each officer of the Company who shall sign such
registration statement and any person who controls the Company within the
meaning of the Securities Act, and before Registrable Shares held by such
Stockholder shall be included in any registration pursuant to this Agreement,
any underwriter acting on such Stockholder's behalf shall agree to indemnify and
hold harmless the Company, each director of the Company, each officer of the
Company who shall sign such registration statement and any person who controls
the Company within the meaning of the Securities Act (in each case in the same
manner and to the same extent as set forth in (a) above) with respect to any
untrue statement or omission from such registration statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, if such untrue statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by such Stockholder
or such underwriter, as the case may be, specifically for use in the preparation
of such registration statement, preliminary prospectus, final prospectus or
amendment or supplement; provided that, the maximum amount of liability in
--------
respect of such indemnification shall be limited, in the case of each
Stockholder who, at any time during the registration or the year preceding the
registration, was not an officer or director of the Company or any of its
subsidiaries, to the amount paid for such Registrable Shares upon the sale
thereof pursuant to such registration.
(c) Each party entitled to indemnification hereunder (the "indemnified
party") shall give notice to the party required to provide indemnification (the
"indemnifying party") promptly after such indemnified party has actual knowledge
of any claim as to which indemnity may be
sought, and shall permit the indemnifying party (at its expense) to assume the
defense of any claim or any litigation resulting therefrom; provided, that
counsel for the indemnifying party, who shall conduct the defense of such claim
or litigation, shall be reasonably satisfactory to the indemnified party, and
the indemnified party may participate in such defense, but only at such
indemnified party's expense; and provided, further, that the failure of any
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this Section 7 except to the extent
that the omission results in a failure of actual notice to the indemnifying
party and such indemnifying party is damaged as a result of the failure to give
notice. It is understood that the indemnifying party shall not, in connection
with any action or related actions in the same jurisdiction, be liable for the
fees and disbursements of more than one separate firm qualified in such
jurisdiction to act as counsel for the indemnified party; it being further
understood that the Stockholders collectively will be considered one indemnified
party for purposes of this sentence. No indemnifying party, in the defense of
any such claim or litigation, shall, except with the consent of each indemnified
party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation. Notwithstanding anything to the contrary herein,
the Representative shall act on behalf of the Stockholders in connection with
any proceeding brought or claim made under this Section 7, including conducting
the defense of any such claim if the Stockholders are the indemnifying party,
and all notices and consents referred to in this Section 7(c) shall be
sufficient if given to or by the Representative.
8. Rule 144 Matters. For so long as any Stockholder holds Registrable
----------------
Shares, or shares of Common Stock that will become Registrable Shares, that may
not be sold, without restriction, under Rule 144 under the Securities Act or any
successor rule, the Company shall (a) make and keep public information generally
available, as those terms are defined in Rule 144 under the Securities Act and
(b) file with the Commission in a timely manner reports and other documents
required of the Company under the Securities Act and the Securities Exchange Act
of 1934, as amended.
9. Representations and Warranties. (a) The Company hereby represents and
------------------------------
warrants to each other party that:
(i) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized by
all necessary corporate action on the part of the Company. The Company has all
requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby and has duly executed and
delivered this Agreement. This Agreement constitutes the valid and binding
obligation of the Company, enforceable against it in accordance with its
respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equitable principles.
(ii) Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby nor compliance by the
Company with any of the provisions hereof will (A) conflict with or result in a
breach of the charter, by-laws or other constitutive documents of the Company,
(B) conflict with or result in a default (or give rise to any right of
termination, cancellation or acceleration) under any of the provisions of any
note, bond, lease, mortgage, indenture, license, franchise, permit, agreement or
other instrument or obligation to which the Company is a party, or by which the
Company or the Company's properties or assets, may be bound or affected, except
for such conflict, breach or default as to which requisite
waivers or consents shall be obtained before the Closing, or (C) violate any
law, statute, rule or regulation or order, writ, injunction or decree applicable
to the Company or the Company's properties or assets or (D) result in the
creation or imposition of any security interest, lien or other encumbrance upon
any of the Company's properties or assets. No consent or approval by, or any
notification of or filing with, any person, firm, corporation, partnership,
joint venture, association or entity (governmental or private) (each, a "person"
and collectively, "persons") is required in connection with the execution,
delivery and performance by the Company of this Agreement or the consummation of
the transactions contemplated hereby, except as set forth in the Stock Purchase
Agreement.
(b) Representations and Warranties of the Stockholders. Each Stockholder
--------------------------------------------------
represents and warrants to each other party that:
(i) Such Stockholder has all requisite power, capacity and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby and has duly executed and delivered this Agreement. This Agreement
constitutes the valid and binding obligation of such Stockholder, enforceable in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general equitable principles.
(ii) Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby nor compliance by such
Stockholder with any of the provisions hereto will (A) conflict with or result
in a default (or give rise to any right of termination, cancellation or
acceleration) under any of the provisions of any note, bond, lease, mortgage,
indenture, license, franchise, permit, agreement or other instrument or
obligation to which such Stockholder is a party, or by which such Stockholder or
such Stockholder's properties or assets may be bound or affected, except for
such conflict, breach or default as to which requisite waivers or consents shall
be obtained before the Closing (which waivers or consents are set forth in
Section 2.1(c) of the Disclosure Schedule (defined in the Stock Purchase
Agreement), (B) violate any law, statute, rule or regulation or order, writ,
injunction or decree applicable to such Stockholder or such Stockholder's
properties or assets or (C) result in the creation or imposition of any security
interest, lien or other encumbrance upon any property or assets of such
Stockholder. No consent or approval by, or any notification of or filing with,
any person is required in connection with the execution, delivery and
performance by such Stockholder of this Agreement or the consummation of the
transactions contemplated hereby except as set forth in the Stock Purchase
Agreement.
(c) Representations and Warranties of the Representative. The
----------------------------------------------------
Representative represents and warrants to each other party that:
(i) The Representative has all requisite power, capacity and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby and has duly executed and delivered this Agreement. This Agreement
constitutes the valid and binding obligation of the Representative, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general equitable principles.
(ii) Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby nor compliance by the
Representative with any of the provisions hereto will (A) conflict with or
result in a default (or give rise to any right of
termination, cancellation or acceleration) under any of the provisions of any
note, bond, lease, mortgage, indenture, license, franchise, permit, agreement or
other instrument or obligation to which the Representative is a party, or by
which the Representative or the Representative's properties or assets may be
bound or affected, (B) violate any law, statute, rule or regulation or order,
writ, injunction or decree applicable to the Representative or the
Representative's properties or assets or (C) result in the creation or
imposition of any security interest, lien or other encumbrance upon any property
or assets of the Representative. No consent or approval by, or any notification
of or filing with, any person is required in connection with the execution,
delivery and performance by the Representative of this Agreement or the
consummation of the transactions contemplated hereby except as set forth in the
Stock Purchase Agreement.
10. Representative. Each of the Stockholders agrees to indemnify and hold
--------------
harmless the Representative by reason of his acting or failing to act in
connection with any of the transactions contemplated hereby and against any
loss, liability or expense the Representative may sustain or incur as a result
of serving as the Representative hereunder, except such losses, liabilities and
expenses which are determined in a final judgment of a court to have resulted
primarily from the gross negligence or willful misconduct of the Representative.
Each of the Stockholders hereby agrees to reimburse the Representative upon his
request for all reasonable out-of-pocket expenses, disbursements and advances
incurred or made by the Representative in the performance of his duties under
this Agreement. If the Representative dies or becomes incapacitated, the
executor, guardian or other representative of the Representative's estate shall
have the authority hereunder to act as Representative hereunder or to appoint a
successor to act as Representative hereunder, provided any such successor
Representative is reasonably acceptable to the Company.
11. Termination of Registration Rights. No Stockholder shall be
----------------------------------
entitled to execute any registration right provided for in this Agreement at any
time during which all the Registrable Shares, or shares that will become
Registrable Shares, held by such Stockholder may be sold without restriction of
any kind under Rule 144.
12. Miscellaneous.
--------------
(a) Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the Company and the Stockholders with respect to the transactions
contemplated hereby and supersedes all prior agreements or understandings among
the parties with respect thereto.
(b) Headings. Descriptive headings are for convenience only and shall not
--------
control or affect the meaning or construction of any provision of this
Agreement.
(c) Notices. All notices or other communications provided for in this
-------
Agreement shall be in writing and shall be sent by confirmed telecopy (with an
undertaking to provide a hard copy) or delivered by hand or sent by overnight
courier service prepaid to the address specified below.
If to the Company:
Physician Support Systems, Inc.
Xxxxx 000 xxx Xxx-Xxxxxxx Xxxx
X.X. Xxx 00
Mt. Joy, Pennsylvania 117552
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx III
Xxxxx X. Xxxxxx
If to the Representative:
Xxxxx Xxxxxxxxx
000 X. Xxxxx Xx. #000
Xxx Xxxxx, XX 00000
If to a Stockholder, to the address or telecopy number for such Stockholder set
forth on the signature pages hereof or to such other address as the party to
whom notice is to be given may have furnished to the other party in writing in
accordance herewith.
(d) Counterparts. This Agreement may be executed in any number of
------------
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
(e) Amendments. This Agreement shall not be altered or otherwise amended
----------
except pursuant to an instrument in writing signed by each of (i) the Company
and (ii) the holders of two-thirds of the shares of Common Stock issued to the
Stockholders pursuant to the Stock Purchase Agreement then held by the
Stockholders. Each Stockholder acknowledges that by operation of this
subsection, the holders of two-thirds of the shares of Common Stock issued to
the Stockholders pursuant to the Stock Purchase Agreement then held by the
Stockholders will have the right and power to diminish or eliminate certain
rights of the Stockholders under this Agreement.
(f) Transferability. The registration and other rights granted to the
---------------
Stockholders hereunder are non-transferable and cannot be assigned or
transferred in any manner to any third party without the prior written consent
of the Company. Notwithstanding the foregoing, any Stockholder may assign the
registration rights granted to such Stockholder herein to such Stockholder's
spouse or children or trusts, partnerships or corporations for the sole benefit
of such persons and, upon such Stockholder's death to such Stockholder's estate
or to no more than two: (i) private or public foundations exempt from federal
income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, to which shares of Common Stock issued to such Stockholder
pursuant to the Stock Purchase Agreement have been transferred in transactions
that do not result in the recognition of taxable income or capital gain for
federal income tax purposes; and/or (ii) revocable or irrevocable inter vivos
trusts, partnerships or other entities to which shares of Common Stock issued to
such Stockholder pursuant to the Stock Purchase Agreement have been transferred
in transactions that do not result in the recognition of taxable income or
capital gain for federal income tax purposes.
(g) CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be duly executed and delivered as of the day and year first above written.
PHYSICIAN SUPPORT SYSTEMS, INC. REPRESENTATIVE
By: /s/ Xxxxxxxx X. Xxxxxx III By: /s/ Xxxxx Xxxxxxxxx
---------------------------- -------------------------------
Name: Xxxxxxxx X. Xxxxxx III Xxxxx Xxxxxxxxx
Title: Executive Vice President
STOCKHOLDERS:
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxxxxxx
------------------------------- -------------------------------
Xxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx
000 X. Xxxxx Xx. #000 000 X. Xxxxx Xx. #000
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X .Xxxxx
------------------------------- -------------------------------
Xxxxx X. Xxxxx, as Independent Xxxxx X. Xxxxx, as Independent
Trustee of the Xxxx Xxxxxxxxx Trustee of the Xxxxx Xxxxxxxxx
Family Trust dated Family Trust dated
November 4, 1996 November 4, 1996
000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx 000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
