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Exhibit 4.7
VOTING
AGREEMENT
T HIS V
OTING A GREEMENT (this “
Agreement ”) is made as of March 31, 2008,
by and among BISON CAPITAL EQUITY PARTNERS II-A, L.P. , a
Delaware limited partnership, and BISON CAPITAL EQUITY
PARTNERS II-B, L.P. , a Delaware limited partnership
(collectively, “ Purchaser ”), THE
CENTER FOR WOUND HEALING, INC. , a Nevada corporation (the
“ Company ”), and the undersigned
stockholders of the Company (the “ Stockholders
”). Each capitalized term used herein and not otherwise
defined shall have the meaning given to it in that certain
Securities Purchase Agreement, dated as of even date herewith, by
and between the Company and Purchaser (the “ Purchase
Agreement ”).
RECITALS
WHEREAS , pursuant to
the Purchase Agreement, the Company has agreed, among other things,
to sell a note in the principal amount of $20,000,000 (the “
Note ”) to Purchaser and issue to Purchaser
warrants to purchase common stock of the Company to Purchaser
(collectively the “ Warrant
”);
WHEREAS , Purchaser,
as a condition precedent to entering into the Purchase Agreement
and the consummation of the transactions contemplated thereby, has
required that the parties hereto enter into this
Agreement.
AGREEMENT
NOW, THEREFORE , in
consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Board of
Directors of the Company .
(a) At each election of
directors of the Company during the term of this Agreement, or upon
the earlier death, resignation or removal of a director, whether by
meeting of the Company’s stockholders or by written consent
of such stockholders, the Stockholders shall cast in favor of the
following persons the number of votes represented by all equity
interests in the Company having voting rights now owned or
hereafter acquired by them (such owned or after-acquired equity
interests, the “ Interests ”) in order to
elect the Bison Representatives (as defined below) as directors. In
furtherance of the foregoing, the Company and the Stockholders
agree to promptly hereafter hold a meeting or act by written
consent for the purpose of electing the Bison Representatives as
directors.
(b) The “ Bison
Representatives ” shall initially be Louis N.
Caballero and Douglas B. Trussler. At such time, if any, as either
Bison Representative is unable to serve as a director, the Bison
Representatives shall be such persons as shall be designated from
time to time by Purchaser.
(c) Upon the occurrence of
(i) an Event of Default (as defined in the Purchase Agreement)
under Section 10.1(d) of the Purchase Agreement,
(ii) any other non-monetary Event of Default that remains
uncured (if capable of being cured, it being understood that no
cure period will apply if such Event of Default is incapable of
being cured) for more than ten (10) Business Days, or
(iii) any monetary Event of Default that remains uncured for
more than
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two (2) Business Days, and (with
respect to each of the foregoing clauses (i) through (iii))
until such Event of Default is no longer existing, Purchaser shall
have the right to appoint a majority of the members of the Board of
Directors. In furtherance of the foregoing, upon the written demand
by Purchaser, the Stockholders agree to hold a meeting or act by
written consent to remove such number of existing directors (other
than the Bison Representatives) as is necessary, and to cast the
number of votes represented by all Interests in favor of persons
designated by Purchaser at such time to replace such removed
directors (such replacement directors and the Bison Representatives
are collectively referred to as the “ Bison Default
Representatives” ), in order that Purchaser will have
designated at least a majority of the members of the Board of
Directors.
(d) The number of authorized
directors of the Company shall at no time exceed seven
(7) without the written consent of Purchaser.
(e) The Company shall at all
times maintain directors’ and officers’ liability
insurance coverage for the Bison Representatives and the Bison
Default Representatives in amounts adequate and customary for
similarly situated public companies (and in no event less favorable
to the Bison Representatives and the Bison Default Representatives
than any other director). The Company shall promptly reimburse or
advance all costs related to board attendance (including, without
limitation, business class airfare and hotel accommodations) or the
discharge of board duties incurred by the Bison Representatives and
the Bison Default Representatives.
(f) If required of the all of
the other directors, each of the Bison Representatives and, if
applicable, the Bison Default Representatives shall complete a
questionnaire, in substantially the form attached hereto as
Exhibit A (as may be modified or replaced from time to time,
the “ Questionnaire ”), prior to each
election of directors of the Company during the term of this
Agreement, or upon the death, resignation or removal of a
director.
2. Removal and
Replacement .
(a) In the event that
Purchaser determines to remove from office any of the then elected
Bison Representatives or Bison Default Representatives, as the case
may be, each of the Stockholders or the Company, shall take all
actions necessary and appropriate to cause such removal to be
effected promptly.
(b) In the event of removal,
resignation, incapacity or death of any then Bison Representatives
or Bison Default Representatives, the Stockholders or the Company,
as the case may be, shall take all actions necessary and
appropriate to cause the successor Bison Representatives or Bison
Default Representatives to be elected as directors.
(c) The Stockholders or the
Company, as the case may be, shall not vote their Interests to
remove any director in contravention of any provision of this
Agreement; provided , however , that the foregoing
shall not preclude the removal of a director for cause.
3. No Liability for
Election of Recommended Director . Neither the Company,
Purchaser nor any Stockholder, nor any officer, director,
stockholder, partner, employee or agent of such party, makes any
representation or warranty as to the fitness or competence of the
Bison Representatives or the Bison Default Representatives to serve
as a director by virtue of such party’s execution of this
Agreement or by the act of such party in voting for the Bison
Representatives or the Bison Default Representatives pursuant to
this Agreement or otherwise.
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4. Grant of
Irrevocable Proxy . Concurrently with the execution of this
Agreement, each Stockholder agrees to deliver to Purchaser a duly
executed Irrevocable Proxy and Power of Attorney substantially in
the form attached hereto as Exhibit B (the “
Proxy ”), which shall be irrevocable
during the term of this Agreement to the fullest extent permissible
by law, with respect to the Interests. Each Stockholder expressly
acknowledges that such Proxy is coupled with an interest. Each
Stockholder hereby revokes any and all prior proxies, powers of
attorney or similar authorizations with respect to the Interests to
the extent related to the election of directors of the Company or
otherwise related to this Agreement.
5. Manner of
Voting . The voting of Interests pursuant to this Agreement may
be effected in person, by proxy, by written consent or in any other
manner permitted by applicable law.
6. Legending of
Certificates . If so requested by Purchaser, each Stockholder
agrees that the certificates representing the Interests shall bear
a legend stating that they are subject to this Agreement and to an
irrevocable proxy. Subject to the terms of Section 8, each
Stockholder agrees that it shall not transfer any Interests without
first having the aforementioned legend affixed to the certificates
representing the Interests.
7. Splits,
Dividends, etc . In the event of any transaction involving the
issuance of securities or other equity interests to the
Stockholders with respect to or in replacement of their existing
holdings of the Company’s equity, the securities or other
interests so issued shall be subject to this Agreement and shall be
deemed to be incorporated into the provisions hereof and shall be
endorsed with the legend set forth in Section 6.
8. Assignment,
Binding Effect .
(a) Except with respect to
transfers of Interests in a public sale pursuant to Rule 144 (or
any successor thereto) under the Securities Act of 1933, the
Stockholders hereby agree, and any transferee or assignee of any
Interests is hereby on notice, that any transfer or assignment of
such Interests is conditioned upon such transferee’s or
assignee’s execution and delivery to the parties of a Proxy
and a joinder agreement in the form of Exhibit C prior to
such transfer or assignment. Any transfer or assignment of any such
Interests in violation of this Section 8(a) shall be
void and be of no force or effect. All parties hereby agree that,
in the event of a transfer of Interests in a public sale pursuant
to Rule 144 (or any successor thereto) under the Securities Act of
1933, as amended, the legend referenced in Section 6
hereto shall be removed and this Agreement shall act as authority
for the transfer agent to remove such legend in conjunction with
the removal of the Securities Act legend pursuant to Rule 144 (or
any successor thereto) under the Securities Act of 1933, as
amended. In addition, each Stockholder agrees to notify Purchaser
of the change in such Stockholder’s Interest and, if
requested by Purchaser, execute an amended proxy to reflect the
number of shares of capital stock owned directly or beneficially by
the Stockholder following the transfer of Interests referenced
above.
(b) The Company hereby
agrees, and any person acquiring any shares of the Company’s
capital stock from the Company is hereby on notice, that any
issuance of such securities is conditioned upon such person’s
execution and delivery to the parties of a Proxy and a joinder
agreement in the form of Exhibit C prior to such issuance.
Any issuance of any such securities of the Company in violation of
this Section 8(b) shall be void and be of no force or
effect.
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9. Term of
Agreement . This Agreement shall continue in effect so long as
either the Note or Warrant remains outstanding.
10. Company
Obligations . The Company agrees to use its best efforts to
ensure that the rights granted to Purchaser hereunder are effective
and that Purchaser enjoys the benefits thereof. Such actions
include, without limitation, the use of the Company’s best
efforts to cause the nomination and election of the Bison
Representatives or the Bison Default Representatives as directors
as provided in Sections 1 and 2 . The Company
will not, by any voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Agreement
and in the taking of all such actions as may be necessary or
appropriate in order to protect the rights of Purchaser hereunder
against impairment.
11. Monitoring
Rights . In each calendar month after the Closing Date, the
Company shall cause its Representatives to meet with
Representatives of Purchaser to review the financial condition of
the Credit Parties as reflected in the financial information
furnished pursuant to Sections 8.3 and 8.4 of the
Purchase Agreement. Each meeting shall at all times be composed of
at least Andrew Barnett and David Walz (or their successors) and
two (2) individuals designated by Purchaser (who initially
shall be Douglas B. Trussler and Louis N. Caballero). The financial
officers and other members of senior management of the Company
shall be available at each meeting to review financial information
and discuss other matters. Purchaser and the Company shall mutually
agree in each calendar month on the date and time for the meeting
to be held in the immediately succeeding calendar month;
provided , that the failure to agree on such date and time
in any month shall not be construed as an agreement not to hold a
meeting in the immediately succeeding month. Meetings may be
conducted by telephone so long as each of the persons attending can
hear each of the other persons attending the meeting.
12. Articles and
Bylaws .
(a) Attendance at
Stockholder Meeting . Each Stockholder agrees to appear, or
cause the holder of record (the “ Record Holder
”) of any Interests on any applicable record date (“
Record Date ”) to appear, in person or by
proxy, for purpose of obtaining a quorum at any annual or special
meeting of the Company’s stockholders (a “
Meeting ”), called for the purpose of approving
(i) amending and restating the Company’s current
articles of incorporation (the “ Current
Articles ”) such that any director may be removed
with only the affirmative vote of the holders of a majority of the
outstanding voting stock (without any requirement that the removal
be for cause), (ii) amending and restating the Current
Articles in order to clarify any ambiguities in the corporate
records of the Company, (iii) amending and restating the
Company’s current bylaws (the “ Current
Bylaws ”) to match the Current Articles, which do not
allow for actions by written consent, and (iv) amending the
bylaws and articles of the Company in the event that any of the
rights of Purchaser hereunder are not enforceable by Purchaser due
to the articles or bylaws of the Company (the matters in the
immediately foregoing clauses (i) through (iv), the “
Amendments ”). The Amendments shall be in a
form reasonably approved by Purchaser. The Company covenants to
cause Meetings to be held for the purpose of approving the
Amendments.
(b) Voting . Each
Stockholder hereby agrees that at any Meeting called for the
purpose of approving the Amendments, however called (and in any
action by written consent of the Company’s stockholders, if
applicable), the Stockholders shall vote, or cause the
Record
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Holder to vote, the Interests (and any
other voting interests of the Company directly or indirectly owned
beneficially or of record by such Stockholder on the Record Date
set for such Meeting), in person or by proxy, in favor of the
Amendments.
13.
Representations .
(a) Authority . Each
Stockholder has all necessary power and authority to execute and
deliver this Agreement, to perform such Stockholder’s
obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and
delivered by such Stockholder and constitutes a legal, valid and
binding obligation of such Stockholder, enforceable against such
Stockholder Holder in accordance with its terms.
(b) Title to the
Interests . As of the date hereof, each Stockholder is the
beneficial owner of the Interests set forth opposite such
Stockholder’s name on Exhibit F attached hereto, such
Interests are owned free and clear of all security interests,
liens, claims, pledges, options, rights of first refusal,
agreements, limitations on such Stockholder’s voting rights,
charges and other encumbrances of any nature whatsoever, and such
Stockholder has not appointed or granted any proxy, which
appointment or grant is still effective, with respect to the
Interests owned by such Stockholder.
14. Notices .
All notices, demands and other communications to be given hereunder
shall be made in writing and shall be by registered or certified
first class mail, return receipt requested, facsimile (with receipt
confirmed), a recognized overnight delivery service, courier
service, email or personal delivery. All such notices and
communications shall be deemed to have been duly given (as
applicable) when delivered by hand, if personally delivered; when
delivered by courier; when delivered by commercial overnight
delivery service; if mailed via United States Postal Service, five
(5) Business Days after being deposited in the mail, postage
prepaid; if delivered by facsimile, when receipt is acknowledged,
or if delivered by email, upon confirmed transmission. All
communications shall be sent to the parties to be notified at their
respective addresses, (i) in the case of the Company,
Purchaser and the initial Stockholders, set forth on Exhibit
G , and (ii) in the case of any subsequent holder of
shares of the Company, in the joinder agreement to be executed
pursuant to Section 8 ; or to such other address as
such party may designate by ten (10) days’ advance
written notice to the other parties hereto.
15. Successors and
Assigns . All of the covenants and provisions of this Agreement
shall bind and inure to the benefit of the parties’
respective successors and assigns hereunder. Subject to applicable
securities laws, Purchaser may assign any of its rights hereunder.
None of the Stockholders or the Company may assign any of its
rights, or delegate any of its obligations, under this Agreement
without the prior written consent of Purchaser (in its sole
discretion), and any such purported assignment without the written
consent of Purchaser shall be void and of no effect.
16. Benefits of
this Agreement . This Agreement shall be for the sole and
exclusive benefit of Purchaser and its permitted successors and
assigns. There are no intended third party beneficiaries of this
Agreement.
17. Governing
Law . In all respects, including matters of construction,
validity and performance, this Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the
State of California applicable to contracts made and performed in
that state (without regard to the choice of law or conflicts of law
provisions thereof); provided , however , that
notwithstanding the foregoing election of California law to govern
this Agreement,
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the Company is a Nevada corporation, and
subject in all respects to the Nevada law relating to the law of
corporations, as they may be in force and effect from time to time
(including, without limitation, Chapter 78 of the Nevada Revised
Statutes).
18. Arbitration
. All disputes arising under this Agreement shall be settled by
binding arbitration; provided , however , that this
Section shall not preclude any party from seeking equitable relief
in a court of competent jurisdiction. Arbitration shall be held in
Los Angeles, California under the auspices of the American
Arbitration Association (the “ AAA ”)
pursuant to the Commercial Arbitration Rules of the AAA, and shall
be by one arbitrator, independent of the parties to this Agreement,
selected from a list provided by the AAA in accordance with such
Commercial Arbitration Rules. The arbitrator shall make his or her
decision in writing within thirty (30) days after the close of
the arbitration hearing. To the maximum extent permitted by law,
the decision of the arbitrator shall be final and binding and not
be subject to appeal. If a party against whom the arbitrator
renders an award fails to abide by such award, the other party or
parties may seek to enforce such award in a court of competent
jurisdiction. The fees and expenses of the arbitration (including
reasonable attorneys’ fees, costs and expenses) or any action
to enforce an arbitration award shall be awarded to the prevailing
party or parties in such arbitration.
19. Jurisdiction,
Venue, Etc . IN ANY ACTION SEEKING EQUITABLE RELIEF, TO ENFORCE
ARBITRATION OR AN ARBITRAL AWARD, OR IN THE EVENT THAT ARBITRATION
CANNOT BE ENFORCED, EACH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY:
(a) SUBMITS FOR ITSELF AND
ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
RESPECT THEREOF, TO THE GENERAL JURISDICTION OF THE COURTS OF THE
STATE OF CALIFORNIA LOCATED IN THE CITY OF LOS ANGELES, THE COURTS
OF THE UNITED STATES OF AMERICA FOR THE CENTRAL DISTRICT OF
CALIFORNIA, AND THEIR RESPECTIVE APPELLATE COURTS;
(b) CONSENTS THAT ANY SUCH
ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO
PLEAD OR CLAIM THE SAME OR TO SEEK TRANSFER TO ANOTHER JUDICIAL
DISTRICT;
(c) AGREES THAT SERVICE OF
PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING
A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
PREPAID, TO AN OFFICER, DIRECTOR, MANAGING AGENT OR OTHER
AUTHORIZED PERSON OF SUCH PARTY AT SUCH PARTY’S ADDRESS SET
FORTH IN THE PURCHASE AGREEMENT; AGREES THAT NOTHING HEREIN SHALL
AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER
JURISDICTION;
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(d) WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN; AND
(e) AGREES, THAT IF ANY
ACTION OR PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA
BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (I) THE COURT
SHALL, AND IS HEREBY DIRECTED TO, MAKE A GENERAL REFERENCE PURSUANT
TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 TO A SINGLE
REFEREE (WHO SHALL BE A SINGLE ACTIVE OR RETIRED JUDGE) TO HEAR AND
DETERMINE ALL OF THE ISSUES IN SUCH ACTION OR PROCEEDING (WHETHER
OF FACT OR OF LAW) AND TO REPORT A STATEMENT OF DECISION, PROVIDED
THAT AT THE OPTION OF ANY PARTY TO SUCH PROCEEDING, ANY SUCH ISSUES
PERTAINING TO A “PROVISIONAL REMEDY” AS DEFINED IN
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8 SHALL BE
HEARD AND DETERMINED BY THE COURT, AND (II) THE FEES AND
EXPENSES OF ANY REFEREE APPOINTED IN SUCH ACTION OR PROCEEDING
SHALL BE AWARDED TO THE PREVAILING PARTY OR PARTIES IN SUCH ACTION
OR PROCEEDING.
20. Prevailing
Party; Attorney’s Fees . If any party hereto commences
any action against any other party hereto with respect to the
enforcement or interpretation of this Agreement, then the
prevailing party in such action shall be entitled to an award of
its costs of litigation, including reasonable attorneys’
fees.
21. Specific
Enforcement . It is agreed and understood that monetary damages
would not adequately compensate an injured party for the breach of
this Agreement by any other party, that this Agreement shall be
specifically enforceable, and that any breach or threatened breach
of this Agreement shall be the proper subject of a temporary or
permanent injunction or restraining order. Further, each party
hereby waives any claim or defense that there is an adequate remedy
at law for such breach or threatened breach.
22.
Acknowledgments . Each of the parties hereby acknowledges
that:
(a) such party has been
advised by counsel in the negotiation, execution and delivery of
this Agreement; and
(b) Purchaser has no
fiduciary relationship with or duty to any of the parties hereto
arising out of or in connection with this Agreement.
23. No Strict
Construction . No party, nor its counsel, shall be deemed the
drafter of this Agreement for purposes of construing the provisions
of this Agreement, and all provisions of this Agreement shall be
construed in accordance with their fair meaning, and not strictly
for or against any party.
24. Headings .
The title of and the section and paragraph headings in this
Agreement are for convenience of reference only and shall not
govern or affect the interpretation of any of the terms or
provisions of this Agreement.
25.
Severability . If any one or more of the provisions
contained in this Agreement, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable in
any
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respect for any reason, the validity,
legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any
way impaired, unless the provisions held invalid, illegal or
unenforceable shall substantially impair the benefits of the
remaining provisions of this Agreement. The parties hereto further
agree to replace such invalid, illegal or unenforceable provision
of this Agreement with a valid, legal and enforceable provision
that will achieve, to the extent possible, the economic, business
and other purposes of such invalid, illegal or unenforceable
provision.
26. Further
Assurances . Each of the parties hereto shall execute such
documents and perform such further acts (including, without
limitation, obtaining any consents, exemptions, authorizations, or
other actions by, or giving any notices to, or making any filings
with, any Governmental Authority or any other Person) as may be
reasonably required or desirable to carry out or to perform the
provisions of this Agreement.
27. Amendment and
Waiver . No failure or delay on the part of any of the parties
hereto in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power
or remedy. The remedies provided for in this Agreement are
cumulative and are not exclusive of any remedies that may be
available to the parties hereto at law, in equity or otherwise. Any
amendment, supplement or modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure by any party from the terms of any
provision of this Agreement, shall be effective (i) only if it
is made or given in writing and signed by the Company, the
Purchaser and the Stockholder(s) that hold(s) a majority of the
Interests, and (ii) only in the specific instance and for the
specific purpose for which it is made or given. No amendment,
supplement or modification of or to any provision of this
Agreement, or any waiver of any such provision or consent to any
departure by any party from the terms of any such provision may be
made orally.
28.
Counterparts . This Agreement may be executed in any number
of counterparts (including by facsimile or email scan with
attachment) and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
29. Time of
Essence . With regards to all dates and time periods set forth
or referred to in this Agreement, time is of the
essence.
30. Entire
Agreement . As among the Stockholders and Purchaser, this
Agreement contains the entire understanding of such parties with
respect to its subject matter, and all prior negotiations,
discussions, commitments and understandings heretofore had between
them with respect thereto are superseded. As between Purchaser and
the Company, this Agreement and the other transaction documents
referenced in the Purchase Agreement contain the entire
understanding of such parties with respect to its subject matter,
and all prior negotiations, discussions, commitments and
understandings heretofore had between them with respect thereto are
superseded.
[Signatures appear on
following pages]
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IN WITNESS WHEREOF, this
Voting Agreement has been executed by the parties hereto as of the
day and year first above written.
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| COMPANY: |
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| THE CENTER FOR WOULD HEALING, INC. |
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| By: |
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/s/ Andrew G.
Barnett
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| Name: |
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Andrew G.
Barnett |
| Title: |
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CEO |
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| STOCKHOLDERS: |
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| By: |
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| Name: |
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John
Capotorto |
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| By: |
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| Name: |
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Phillip
Forman |
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| By: |
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| Name: |
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David J.
Walz |
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| By: |
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| Name: |
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The Elise
Trust, [FIRST ROCK TRUSTEES LTD] as Trustee |
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| By: |
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| Name: |
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John
DeNobile |
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| By: |
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|
| Name: |
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Gary
Rodgers |
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| By: |
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| Name: |
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Paul
Basmasjian |
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| By: |
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|
| Name: |
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David H.
Meyrowitz |
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IN WITNESS WHEREOF, this
Voting Agreement has been executed by the parties hereto as of the
day and year first above written.
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|
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| COMPANY: |
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| THE CENTER FOR WOULD HEALING, INC. |
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| By: |
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/s/ Andrew G.
Barnett
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| Name: |
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Andrew G.
Barnett |
| Title: |
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Chief
Financial Officer |
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| STOCKHOLDERS: |
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| By: |
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/s/ John Capotorto
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| Name: |
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John
Capotorto |
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| By: |
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/s/ Phillip Forman
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| Name: |
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Phillip
Forman |
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| By: |
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/s/ David J. Walz
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| Name: |
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David J.
Walz |
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| By: |
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/s/ Andrew Barnett
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| Name: |
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Andrew
Barnett |
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| By: |
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| Name: |
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The Elise
Trust, First Rock Trustees, as Trustee |
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| By: |
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/s/ Paul
Basmasjian
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| Name: |
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Paul
Basmasjian |
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| By: |
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/s/ David H.
Meyrowitz
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| Name: |
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David H.
Meyrowitz |
Signature Page to Voting
Agreement
- 10 -
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| PURCHASER: |
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| BISON CAPITAL EQUITY PARTNERS II-A, L.P. |
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| By: BISON CAPITAL PARTNERS II, LLC, its general
partner |
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| By: |
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/s/ Douglas B.
Trussler
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| Name: |
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Douglas B.
Trussler |
| Title: |
|
Managing
Member |
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| BISON CAPITAL EQUITY PARTNERS II-B, L.P. |
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| By: BISON CAPITAL PARTNERS II, LLC, its general
partner |
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