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VOTING AGREEMENT

Voting Agreement

VOTING AGREEMENT | Document Parties: BISON CAPITAL EQUITY PARTNERS II-A, LP | BISON CAPITAL EQUITY PARTNERS II-B, LP | BISON CAPITAL PARTNERS II, LLC | WOUND HEALING, INC You are currently viewing:
This Voting Agreement involves

BISON CAPITAL EQUITY PARTNERS II-A, LP | BISON CAPITAL EQUITY PARTNERS II-B, LP | BISON CAPITAL PARTNERS II, LLC | WOUND HEALING, INC

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Title: VOTING AGREEMENT
Governing Law: California     Date: 4/7/2008
Law Firm: Sheppard Mullin;King Spalding    

VOTING AGREEMENT, Parties: bison capital equity partners ii-a  lp , bison capital equity partners ii-b  lp , bison capital partners ii  llc , wound healing  inc
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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.

 

COMPANY:
THE CENTER FOR WOULD HEALING, INC.
By:  

/s/ Andrew G. Barnett

Name:   Andrew G. Barnett
Title:   CEO
STOCKHOLDERS:
By:  

 

Name:   John Capotorto
By:  

 

Name:   Phillip Forman
By:  

 

Name:   David J. Walz
By:  

 

Name:   The Elise Trust, [FIRST ROCK TRUSTEES LTD] as Trustee
By:  

 

Name:   John DeNobile
By:  

 

Name:   Gary Rodgers
By:  

 

Name:   Paul Basmasjian
By:  

 

Name:   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.

 

COMPANY:
THE CENTER FOR WOULD HEALING, INC.
By:  

/s/ Andrew G. Barnett

Name:   Andrew G. Barnett
Title:   Chief Financial Officer
STOCKHOLDERS:
By:  

/s/ John Capotorto

Name:   John Capotorto
By:  

/s/ Phillip Forman

Name:   Phillip Forman
By:  

/s/ David J. Walz

Name:   David J. Walz
By:  

/s/ Andrew Barnett

Name:   Andrew Barnett
By:  

 

Name:   The Elise Trust, First Rock Trustees, as Trustee
By:  

/s/ Paul Basmasjian

Name:   Paul Basmasjian
By:  

/s/ David H. Meyrowitz

Name:   David H. Meyrowitz

Signature Page to Voting Agreement

 

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PURCHASER:
BISON CAPITAL EQUITY PARTNERS II-A, L.P.
By: BISON CAPITAL PARTNERS II, LLC, its general partner
By:  

/s/ Douglas B. Trussler

Name:   Douglas B. Trussler
Title:   Managing Member
BISON CAPITAL EQUITY PARTNERS II-B, L.P.
By: BISON CAPITAL PARTNERS II, LLC, its general partner

 
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