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Exhibit (c)(3)
EXECUTION COPY
VOTING AGREEMENT
VOTING AGREEMENT, dated as of June 14, 1999 (this "AGREEMENT"), among
TA MergerCo, Inc., a Delaware corporation ("MERGERCO"), the persons listed on
EXHIBIT A hereto (the "STOCKHOLDERS" and each a "STOCKHOLDER", which term shall
include certain of the undersigned only in the event they exercise any Target
Options (hereinafter defined) held by them prior to the consummation of the
transactions contemplated by the Merger Agreement (as hereinafter defined)), and
Physicians' Specialty Corp., a Delaware corporation ("TARGET").
WHEREAS, as of the date hereof each Stockholder owns (either
beneficially or of record) the number of shares of common stock, par value $.01
per share (the "TARGET STOCK"), of Target set forth on EXHIBIT A hereto (all
such shares and any shares of Target hereafter acquired by the Stockholders
prior to the termination of this Agreement, including any shares of Target Stock
set forth on EXHIBIT A hereto that are issued upon the exercise of options to
purchase Target Stock at an exercise price of less than $10.50 per share (the
"Target Options") held by such Stockholder, being referred to herein as the
"SHARES"); and
WHEREAS, MergerCo and Target are entering into an Agreement and Plan of
Merger, dated as of the date hereof (as the same may be amended from time to
time, the "MERGER AGREEMENT"), which provides, upon the terms and subject to the
conditions thereof, for the merger of MergerCo with and into Target (the
"MERGER"); and
WHEREAS, certain of the Stockholders and MergerCo are entering into a
Roll-over Agreement and a Stock Purchase Agreement dated as of the date hereof
(the "ROLL-OVER AND STOCK PURCHASE AGREEMENTS"), which provide for such
Stockholders to sell certain of the Shares to MergerCo for cash consideration
and to receive shares of MergerCo common stock in the Merger in exchange for the
remainder of the Shares; and
WHEREAS, as a condition to the willingness of MergerCo to enter into
the Merger Agreement, MergerCo has requested that each Stockholder agree, and,
in order to induce MergerCo to enter into the Merger Agreement each such
Stockholder is willing to agree, to grant MergerCo an irrevocable proxy to vote
the Shares pursuant to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements and covenants set forth herein and in the Merger Agreement, the
parties hereto agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES
Each Stockholder hereby represents and warrants to MergerCo as follows:
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SECTION 1.01. DUE AUTHORITY. (a) Such Stockholder has full power,
corporate or otherwise, and authority to execute and deliver this Agreement and
to perform its obligations hereunder. This Agreement has been duly executed and
delivered by or on behalf of such Stockholder and, assuming its due
authorization, execution and delivery by MergerCo, constitutes a legal, valid
and binding obligation of such Stockholder, enforceable against such Stockholder
in accordance with its terms, except to the extent that enforceability may be
limited by bankruptcy, insolvency, moratorium, reorganization and other laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.
(b) There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Stockholder is trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.
SECTION 1.02. NO CONFLICT; CONSENTS. (a) The execution and delivery of
this Agreement by such Stockholder do not, and the performance by such
Stockholder of the obligations under this Agreement and the compliance by such
Stockholder with any provisions hereof do not and will not, (i) conflict with or
violate any law, statute, rule, regulation, order, writ, judgment or decree
applicable to such Stockholder or such Stockholder's Shares, (ii) conflict with
or violate the Stockholder's charter, bylaws, partnership agreement or other
organizational documents, if applicable, or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on any of such Stockholder's Shares pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which such Stockholder is a party or by which
such Stockholder or such Stockholder's Shares are bound.
(b) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such Stockholder
will not, require any consent, approval, authorization or permit of, or filing
with or notification to, any governmental or regulatory authority except for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended, and except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, could not
prevent or delay the performance by such Stockholder of his or her obligations
under this Agreement in any material respect.
SECTION 1.03. TITLE TO SHARES. (a) Such Stockholder is the record or
beneficial owner of such Stockholder's Shares free and clear of any proxy or
voting restriction. The Shares set forth opposite such Stockholder's name on
EXHIBIT A hereto constitute all of the shares of Target Stock owned of record or
beneficially by such Stockholder or are issuable upon the exercise of Target
Options held by such Stockholder.
(b) Such Stockholder has, and during the Proxy Term will have
(except as a result of transfers permitted by Section 2.01), the sole voting
power with respect to the matters set forth in Article II hereof with respect to
all of the Shares, with no restrictions on such rights, subject to applicable
laws and the terms of this Agreement.
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SECTION 1.04. NO ENCUMBRANCES. Such Stockholder's Shares and the
certificates representing such Shares are now and at all times during the Proxy
Term hereof (except as a result of transfers permitted by Section 2.01) will be
held by such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, (i) free and clear of all proxies, voting trusts and voting
agreements, understandings or arrangements providing for any right on the part
of any person other than such Stockholder to vote such Shares except any such
encumbrances or proxies arising under this Agreement.
SECTION 1.05. ACKNOWLEDGMENT OF RELIANCE. Such Stockholder understands
and acknowledges that MergerCo is entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.
SECTION 1.06. BROKERS. Neither Target nor MergerCo shall be obligated
or otherwise liable for any broker's, finder's, financial adviser's or other
similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of any Stockholder
(excluding fees payable in connection with the Company's arrangements with
Premier HealthCare and The Xxxxxxxx-Xxxxxxxx Company LLC).
ARTICLE II
CERTAIN COVENANTS OF STOCKHOLDERS
Each Stockholder hereby covenants and agrees with MergerCo as follows:
SECTION 2.01. TRANSFER OF SHARES. Other than pursuant to the terms of
the Roll-over and Stock Purchase Agreements and as otherwise provided herein,
during the Proxy Term each Stockholder shall not hereafter (a) sell, tender,
transfer, pledge, encumber, assign or otherwise dispose of any of such
Stockholder's Shares, (b) deposit such Stockholder's Shares into a voting trust
or enter into a voting agreement or arrangement with respect to such Shares or
grant any proxy or power of attorney with respect thereto, (c) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect sale, transfer, pledge, encumbrance, assignment or other disposition
of any Target Stock, or (d) take any action that would make any representation
or warranty of such Stockholder contained herein untrue or incorrect in any
material respect or have the effect of preventing or disabling such Stockholder
from performing such Stockholder's obligations under this Agreement.
SECTION 2.02. VOTING OF SHARES; FURTHER ASSURANCES. (a) Each
Stockholder, by this Agreement, with respect to those Shares that such
Stockholder owns of record, does hereby constitute and appoint MergerCo, or any
nominee of MergerCo, with full power of substitution, during and for the Proxy
Term, as such Stockholder's true and lawful attorney and irrevocable proxy, for
and in such Stockholder's name, place and stead, to vote each of such Shares as
such Stockholder's proxy, at every meeting of the stockholders of Target or any
adjournment thereof or in connection with any written consent of Target's
stockholders, (i) in favor of the adoption of the Merger Agreement and approval
of the Merger and the other transactions contemplated by the Merger Agreement,
(ii) against (x) any Acquisition Proposal, as that term is defined in the Merger
Agreement, and any proposal for any action or agreement that would result in a
breach of
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any covenant, representation or warranty or any other obligation or agreement of
Target under the Merger Agreement or which could result in any of the conditions
of Target's obligations under the Merger Agreement not being fulfilled and (y)
any change in the directors of Target, any change in the present capitalization
of Target or any amendment to Target's certificate of incorporation or bylaws,
any other material change in Target's corporate structure or business, or any
other action which in the case of each of the matters referred to in this clause
(y) could reasonably be expected to impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Merger
Agreement or the Roll-over and Stock Purchase Agreements or the likelihood of
such transactions being consummated, and (iii) in favor of any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of stockholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing or, at the request
of MergerCo, to permit MergerCo to vote such Shares directly. Each Stockholder
further agrees to cause the Shares owned by such Stockholder beneficially to be
voted in accordance with the foregoing. Each Stockholder intends this proxy to
be irrevocable and coupled with an interest during the Proxy Term and hereby
revokes any proxy previously granted by such Stockholder with respect to such
Stockholder's Shares.
(b) Each Stockholder hereby further agrees, with respect to
any Shares not voted pursuant to paragraph (a) above, that during the Proxy
Term, at any meeting of stockholders of Target, however called, or in connection
with any written consent of Target's stockholders, such Stockholder shall vote
(or cause to be voted) the Shares held of record or beneficially by such
Stockholder, except as specifically requested in writing by MergerCo in advance,
(i) in favor of the adoption of the Merger Agreement and approval of the Merger
and the other transactions contemplated by the Merger Agreement, (ii) against
(x) any Acquisition Proposal, as that term is defined in the Merger Agreement,
and any proposal for any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
Target under the Merger Agreement or which could result in any of the conditions
of Target's obligations under the Merger Agreement not being fulfilled or (y)
any change in the directors of Target, any change in the present capitalization
of Target or any amendment to Target's certificate of incorporation or bylaws,
any other material change in Target's corporate structure or business, or any
other action which in the case of each of the matters referred to in this clause
(y) could reasonably be expected to, impede, interfere with, delay, postpone or
materially adversely affect the transactions contemplated by the Merger
Agreement or the Roll-over and Stock Purchase Agreements or the likelihood of
such transactions being consummated, and (iii) in favor of any other matter
necessary for consummation of the transactions contemplated by the Merger
Agreement which is considered at any such meeting of stockholders or in such
consent, and in connection therewith to execute any documents which are
necessary or appropriate in order to effectuate the foregoing.
(c) For the purposes of this Agreement, "PROXY TERM" shall
mean the period from the execution of this Agreement until the earlier of (i)
the date of any termination of the Merger Agreement or (ii) the Effective Time.
(d) Each Stockholder agrees that such Stockholder will not
enter into any agreement or understanding with any person or entity or take any
action during the Proxy Term
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which will permit any person or entity to vote or give instructions to vote the
Shares in any manner inconsistent with the terms of this Section 2.02. Each
Stockholder further agrees to take such further action and execute such other
instruments as may be reasonably necessary to effectuate the intent of this
Agreement, including without limitation, any number of proxies and other
documents permitting MergerCo to vote the Shares or to direct the record owners
thereof to vote the Shares in accordance with this Agreement.
SECTION 2.03. CERTAIN EVENTS. Each Stockholder agrees that, during the
Proxy Term, this Agreement and the obligations hereunder shall attach to such
Stockholder's Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of such Shares shall pass, whether by operation of
law or otherwise, including without limitation, if applicable, such
Stockholder's heirs, guardians, administrators or successors.
SECTION 2.04. NO SOLICITATION. Except as explicitly permitted by
Section 7.5 of the Merger Agreement, during the Proxy Term no Stockholder shall,
nor, to the extent applicable to such Stockholder, shall it permit any of its
affiliates hereunder (other than Target to the extent permitted by Section 7.5
of the Merger Agreement) to, nor shall it authorize any partner, officer,
director, advisor or representative of, such Stockholder or any of its
affiliates (other than Target to the extent permitted by Section 7.5 of the
Merger Agreement) to, directly or indirectly, (i) solicit, initiate or encourage
(including by way of furnishing non-public information), or take any other
action to facilitate, any inquiries or the making of any proposal that
constitutes an Acquisition Proposal (as defined in the Merger Agreement), (ii)
participate in any discussions or negotiations regarding an Acquisition Proposal
or (iii) enter into any agreements, definitive or otherwise, regarding an
Acquisition Proposal.
SECTION 2.05. STOP TRANSFER. (a) Each Stockholder agrees with, and
covenants to, MergerCo that such Stockholder may not request that Target
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement. Each Stockholder
agrees, with respect to any Shares in certificated form, that such Stockholder
will tender to Suntrust, within fifteen business days after the date hereof, the
certificates representing such Shares, to be held in accordance with the terms
of a Custody Agreement among Suntrust, Target and MergerCo. Each Stockholder
agrees that, within ten business days after the date hereof, such Stockholder
will no longer hold any Shares, whether certificated or uncertificated, in
"street name" or in the name of any nominee. Target shall notify its transfer
agent of the provisions set forth in this Section and instruct its transfer
agent not to permit any transfer of Shares except in compliance with the terms
hereof and each Stockholder agrees to provide such documentation and to do such
other things as may be required to give effect to such provisions with respect
to such Shares.
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ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. SEVERABILITY. If any term or other provision of this
Agreement is determined to be invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other conditions and provisions of this
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. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible to the fullest extent permitted by applicable law in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible.
SECTION 3.02. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof.
SECTION 3.03. AMENDMENTS. This Agreement may not be modified, amended,
waived, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereto; provided, however, that
MergerCo may in writing waive or consent to a modification of any provision of
this Agreement with respect to any Stockholder without the agreement of any
other party hereto.
SECTION 3.04. ASSIGNMENT. This Agreement shall not be assigned by
operation of law or otherwise, except in accordance with Section 2.01.
SECTION 3.05. PARTIES IN INTEREST. This Agreement shall be binding upon
and inure solely to the benefit of each party hereto and its heirs and assigns
and nothing in this 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 Agreement.
SECTION 3.06. SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof or was otherwise breached. It
is accordingly agreed that the parties shall be entitled to specific relief
hereunder, including, without limitation, an injunction or injunctions to
prevent and enjoin breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, in any state or federal court in
the State of Delaware, in addition to any other remedy to which they may be
entitled at law or in equity. Any requirements for the securing or posting of
any bond with respect to any such remedy are hereby waived.
SECTION 3.07. CHOICE OF LAW/CONSENT TO JURISDICTION. All disputes,
claims or controversies arising out of or relating to this Agreement, or the
negotiation, validity or performance of this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
its rules of conflict of laws. Each Stockholder and each of Target and MergerCo
hereby irrevocably and unconditionally consents to submit to the
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sole and exclusive jurisdiction of the courts of the State of Delaware and of
the United States located in the State of Delaware (the "DELAWARE COURTS") for
any litigation arising out of or relating to this Agreement, or the negotiation,
validity or performance of this Agreement (and agrees not to commence any
litigation relating thereto except in such courts), waives any objection to the
laying of venue of any such litigation in the Delaware Courts and agrees not to
plead or claim in any Delaware Court that such litigation brought therein has
been brought in any inconvenient forum. Each of the parties hereto agrees, (a)
to the extent such party is not otherwise subject to service of process in the
State of Delaware, to appoint and maintain an agent in the State of Delaware as
such party's agent for acceptance of legal process, and (b) that service of
process may also be made on such party by prepaid certified mail with a proof of
mailing receipt validated by the United States Postal Service constituting
evidence of valid service. Service made pursuant to (a) or (b) above shall have
the same legal force and effect as if served upon such party personally within
the State of Delaware. For purposes of implementing the parties' agreement to
appoint and maintain an agent for service of process in the State of Delaware,
each such party does hereby appoint CT Corporation, Corporation Trust Center,
0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, as such agent.
SECTION 3.08. COUNTERPARTS. This Agreement may be executed 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.
SECTION 3.09. DEFINITIONS. Terms used in this Agreement and not
otherwise defined herein shall have the meanings set forth in the Merger
Agreement.
SECTION 3.10. NO AGREEMENT UNTIL EXECUTED. Irrespective of negotiations
among the parties or the exchanging of drafts of this Agreement, this Agreement
shall not constitute or be deemed to evidence a contract, agreement, arrangement
or understanding among the parties hereto unless and until this Agreement is
executed by the parties hereto.
SECTION 3.11. EXCULPATION. No Stockholder shall have any liability or
obligation whatsoever under or by reason of this Agreement because of a breach
by any other Stockholder of its obligations, representations or warranties
hereunder or thereunder.
SECTION 3.12. DIRECTORS AND OFFICERS. Notwithstanding anything herein
to the contrary, the covenants and agreements set forth herein shall not prevent
any of the Stockholders who are serving on Target's board of directors or who
are officers of Target from taking any action, subject to the applicable
provisions of the Merger Agreement, while acting in such capacity as a director
or officer of Target.
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IN WITNESS WHEREOF, the parties have duly executed this Voting
Agreement as of the date first written above.
TA MERGERCO, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: President and Chief Executive Officer
PHYSICIANS' SPECIALTY CORP.
By: /s/ X.X. Xxxxx
-----------------------------------
Name: X. X. Xxxxx
Title: Director
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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ATLANTA HEAD & NECK, P.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx, M.D.
Title:
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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EAR, NOSE & THROAT SPECIALISTS, P.C.
By: /s/ Xxxxxx X. Xxx Xxxx
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Name: Xxxxxx X. Xxx Xxxx, M.D.
Title:
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxxxx X. Xxxxxxxx
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxx X. Xxxxx
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Xxx X. Xxxxx, M.D.
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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[Voting Agreement]
STOCKHOLDER SIGNATURE PAGE
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XXXX, XXXXXXXX & CO. PARTNERS, L.P.
By: Xxxx, Xxxxxxxx & Co., its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chief Executive Officer
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EXHIBIT A
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Number of Shares of Number of Shares of
Name & Address Target Stock Owned Target Stock Issuable
of Stockholder* by Stockholder upon Exercise of Options
-------------- -------------- ------------------------
Xxxxxx Xxxxx, M.D. 139,766
Atlanta Head & Neck-Xxxxxxxxx 21,250
Xxxxxxx Xxxxxxx, M.D. 20,686
Xxxxxx Xxxxxxxx, M.D. 37, 702
Xxxxxxx Xxxxxx, M.D. 7,017
Xxxxxxx Xxxxxx, M.D. (A) 51,444
Xxxxxx Xxxxxxx, M.D. 12,500
Ear, Nose & Throat Specialists- Van Tuyl 15,081
Xxxxxx Xxxxx, M.D. 22,555
Xxxxx Xxxxxxx, M.D. (B) 40,888
Xxxxx Xxxxxx, M.D. 58,000
Xxxxxxxxxxx Xxxxxxxx 2,962
Xxxxx Xxxxxxx, M.D. 256,862
Xxxxx Xxxxx, M.D. 122,222
Xxxx Xxxxxxxx, M.D. 10,000
Xxx Xxxxxxxxx, M.D. 12,591
Xxxxxx Xxxx, M.D. 16,908
Xxxxxx Xxxxxx, M.D. 47,695
Xxxxxxx Xxxxxxxx, M.D. 263,050
Xxxxxxx Xxxxx, M.D. 7,573
Xxxxxxx Xxxxxxxx, M.D. (B) 10,411
Xxxxx Xxxxxxxx, M.D. 12,693
Xxx Xxxxxxxx, M.D. (B) 72,234
Xxxx Xxxxxxx, M.D. (A) 55,311
Xxxxxxx Xxxxx, M.D. 25,000
Xxxxxx Xxxxxxxxxxx, M.D. 91,825
Xxxxx Xxxxx, M.D. 1,761,257 37,619
Xxx Xxxxx, M.D. 135,320
Xxxx, Xxxxxxxx & Co. Partners, L.P. (C) 293,948
Xxxxxxx Xxxxxxx 104,608
Xxxxxx Xxxxxxxx 41,190
Xxxxxx Xxxxxxx 56,802
Xxxxx Xxxxxx 56,259
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Subtotals 3,624,751 296,478
TOTAL 3,921,229
* All c/o Atlanta Ear, Nose& Throat Associates, P.C., 000 Xxxxxxxxx Xxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, with the exception of the following:
(A) c/o ENT & Allergy Associates, P.C.
0000 Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
(B) c/o Otolaryngology Medical & Surgical Associates, Ltd.
000 Xxxx Xxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
(C) c/o Xxxx, Xxxxxxxx & Co.
0000 Xxxxxxxxx Xxxx, XX
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: X.X. Xxxxxxxx
