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Exhibit 10.1
VOTING AGREEMENT
THIS VOTING
AGREEMENT ("AGREEMENT") is entered into as of November 21,
2005, by and among SPECIALIZED HEALTH
PRODUCTS INTERNATIONAL, INC., a Delaware
corporation ("PARENT"), MED-DESIGN
CORPORATION, a Delaware corporation (the
"COMPANY"), and the undersigned stockholder
of Parent or the Company
("STOCKHOLDER").
RECITALS
A. Stockholder
is a holder of record and the "beneficial owner" (within the
meaning of Rule 13d-3 under the Securities
Exchange Act of 1934) of certain
shares of stock of the Company or
Parent.
B. Parent,
Mammoth Acquisition Sub, Inc., a Delaware corporation ("MERGER
SUB"), Mammoth Acquisition Sub, LLC, a
Delaware limited liability company
("LLC") and the Company are entering into
an Agreement and Plan of Merger and
Reorganization of even date herewith (the
"MERGER AGREEMENT") which provides
(subject to the conditions set forth
therein) for the merger of Merger Sub into
the Company, with the Company surviving
such merger, and the subsequent merger
of the Company into the LLC, with the LLC
surviving such subsequent merger
(collectively, the "MERGER").
C. In the Merger, each
outstanding share of common stock of the Company
("COMPANY COMMON STOCK") is to be converted
into the right to receive a number
of shares of common stock of Parent
("PARENT COMMON STOCK") equal to the
Exchange Ratio (as defined in the Merger
Agreement).
D. Certain
stockholders of Parent and the Company are entering into voting
agreements in order to induce Parent and
the Company to enter into the Merger
Agreement.
AGREEMENT
The parties to
this Agreement, intending to be legally bound, agree as
follows:
1. CERTAIN DEFINITIONS
For purposes of
this Agreement:
(A) Stockholder
shall be deemed to "OWN" or to have acquired "OWNERSHIP" of
a security if Stockholder: (i) is the
record owner of such security; or (ii) is
the "beneficial owner" (within the meaning
of Rule 13d-3 under the Securities
Exchange Act of 1934) of such security.
(B) "PROXY
EXPIRATION DATE" shall mean the earlier of (i) the date upon
which the Merger Agreement is validly
terminated or (ii) the date upon which the
Merger becomes effective.
(C) "SUBJECT
SECURITIES" shall mean: (i) all securities of the Company
(including all shares of Company Common
Stock and all options, warrants and
other rights to acquire shares of Company
Common Stock) owned by Stockholder as
of the date of this Agreement; (ii) all
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additional securities of the Company
(including all additional shares of Company
Common Stock and all additional options,
warrants and other rights to acquire
shares of Company Common Stock) of which
Stockholder acquires ownership during
the period from the date of this Agreement
through the Proxy Expiration Date;
(iii) all securities of Parent (including
all shares of Parent Common Stock and
all options, warrants and other rights to
acquire shares of Parent Common Stock)
owned by Stockholder as of the date of this
Agreement; and (iv) all additional
securities of Parent (including all
additional shares of Parent Common Stock and
all additional options, warrants and other
rights to acquire shares of Parent
Common Stock) of which Stockholder acquires
ownership during the period from the
date of this Agreement through the Proxy
Expiration Date.
(D) A Person (as
defined in the Merger Agreement) shall be deemed to have a
effected a "TRANSFER" of a security if such
Person directly or indirectly: (i)
sells, pledges, encumbers, grants an option
with respect to, transfers or
disposes of such security or any interest
in such security to any Person other
than Parent; (ii) enters into an agreement
or commitment contemplating the
possible sale of, pledge of, encumbrance
of, grant of an option with respect to,
transfer of or disposition of such security
or any interest therein to any
Person other than Parent; or (iii) reduces
such Person's beneficial ownership
of, interest in or risk relating to such
security.
SECTION 2. TRANSFER OF SUBJECT SECURITIES
AND VOTING RIGHTS
2.1 RESTRICTION
ON TRANSFER OF SUBJECT SECURITIES. Subject to Section 2.3,
during the period from the date of this
Agreement through the Proxy Expiration
Date, Stockholder shall not, directly or
indirectly, cause or permit any
Transfer of any of the Subject Securities
to be effected.
2.2 RESTRICTION
ON TRANSFER OF VOTING RIGHTS. During the period from the
date of this Agreement through the Proxy
Expiration Date, Stockholder shall
ensure that (a) none of the Subject
Securities is deposited into a voting trust;
and (b) no proxy is granted, and no voting
agreement or similar agreement is
entered into, with respect to any of the
Subject Securities.
2.3 PERMITTED
TRANSFERS. Section 2.1 shall not prohibit a transfer of
Subject Securities by Stockholder (a) if
Stockholder is an individual (i) to any
member of Stockholder's immediate family,
or to a trust for the benefit of
Stockholder or any member of Stockholder's
immediate family, or (ii) upon the
death of Stockholder, or (b) if Stockholder
is a partnership or limited
liability company, to one or more partners
or members of Stockholder or to an
affiliated corporation under common control
with Stockholder; provided, however,
that a transfer referred to in this
sentence shall be permitted only if, as a
precondition to such transfer, the
transferee agrees in a writing, reasonably
satisfactory in form and substance to
Parent, to be bound by all of the terms of
this Agreement.
SECTION 3. VOTING OF SHARES
3.1 VOTING
COVENANT BY COMPANY STOCKHOLDERS. If Stockholder is a
stockholder of the Company or is the
beneficial owner of voting securities of
the Company, Stockholder hereby agrees
that, prior to the Proxy Expiration Date,
at any meeting of the stockholders of the
Company, however called, and in any
written action by consent of stockholders
of the Company, unless otherwise
directed in writing by Parent, Stockholder
shall cause the applicable Subject
Securities to be voted:
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(A) in favor of the adoption of the Merger Agreement and in favor
of
any action in furtherance thereof; and
(B) against the following actions (other than the Merger and
the
transactions contemplated by the Merger
Agreement): (A) any extraordinary
corporate transaction, such as a merger,
consolidation or other business
combination involving the Company or any
subsidiary of the Company; (B) any
sale, lease, sublease, license, sublicense
or transfer of a material portion of
the rights or other assets of the Company
or any subsidiary of the Company; (C)
any reorganization, recapitalization,
dissolution or liquidation of the Company
or any subsidiary of the Company; (D) any
change in a majority of the board of
directors of the Company; (E) any amendment
to the Company's certificate of
incorporation or bylaws; (F) any material
change in the capitalization of the
Company or the Company's corporate
structure; and (G) any other action which is
intended, or could reasonably be expected,
to impede, interfere with, delay,
postpone, discourage or adversely affect
the Merger or any of the other
transactions contemplated by the Merger
Agreement.
Prior to the Proxy Expiration Date,
Stockholder (if Stockholder is a stockholder
of the Company or a beneficial owner of
voting securities of the Company) shall
not enter into any agreement or
understanding with any Person to vote or give
instructions in any manner inconsistent
with clause "(a)" or clause "(b)" of the
preceding sentence.
3.2 VOTING
COVENANT BY PARENT STOCKHOLDERS. If Stockholder is a
stockholder
of Parent or is the beneficial owner of
voting securities of Parent, Stockholder
hereby agrees that, prior to the Proxy
Expiration Date, at any meeting of the
stockholders of Parent, however called, and
in any written action by consent of
stockholders of Parent, unless otherwise
directed in writing by Parent,
Stockholder shall cause the applicable
Subject Securities to be voted:
(A) in favor of the issuance of Parent Common Stock in the Merger,
the
Parent Reverse Stock Split (as defined in
the Merger Agreement) and in favor of
any action in furtherance of any of the
foregoing; and
(B) against the following actions (other than the Merger, the
transactions contemplated by the Merger
Agreement, the Parent Reverse Stock
Split and any name change recommended by
the board of directors of Parent): (A)
any extraordinary corporate transaction,
such as a merger, consolidation or
other business combination involving Parent
or any subsidiary of Parent; (B) any
sale, lease, sublease, license, sublicense
or transfer of a material portion of
the rights or other assets of Parent or any
subsidiary of Parent; (C) any
reorganization, recapitalization,
dissolution or liquidation of Parent or any
subsidiary of Parent; (D) any change in a
majority of the board of directors of
Parent; (E) any amendment to Parent's
certificate of incorporation or bylaws;
(F) any material change in the
capitalization of Parent or Parent's corporate
structure; and (G) any other action which
is intended, or could reasonably be
expected, to impede, interfere with, delay,
postpone, discourage or adversely
affect the Merger or any of the other
transactions contemplated by the Merger
Agreement or this Agreement.
Prior to the Proxy Expiration Date,
Stockholder (if Stockholder is a stockholder
of Parent or a beneficial owner of voting
securities of Parent) shall not enter
into any agreement or understanding with
any Person to vote or give instructions
in any manner inconsistent with clause
"(a)" or clause "(b)" of the preceding
sentence.
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SECTION 4. WAIVER OF APPRAISAL RIGHTS
Stockholder
hereby irrevocably and unconditionally waives, and agrees to
cause to be waived and to prevent the
exercise of, any rights of appraisal or
any dissenters' rights relating to the
Merger that Stockholder may have by
virtue of, or with respect to, any Subject
Securities.
SECTION 5. NO SOLICITATION
Stockholder
agrees that, during the period from the date of this Agreement
through the Proxy Expiration Date,
Stockholder shall not, directly or
indirectly, and Stockholder shall ensure
that he, she or its Representatives (as
defined in the Merger Agreement) do not,
directly or indirectly: (i) solicit,
initiate, encourage, induce or facilitate
the making, submission or announcement
of any Company Acquisition Proposal (as
defined in the Merger Agreement) or
Parent Acquisition Proposal (as defined in
the Merger Agreement) or take any
action that could reasonably be expected to
lead to a Company Acquisition
Proposal or Parent Acquisition Proposal;
(ii) furnish any information regarding
the Company Entities or Parent Entities (as
such terms are defined in the Merger
Agreement) to any Person in connection with
or in response to a Company
Acquisition Proposal or Parent Acquisition
Proposal or an inquiry or indication
of interest that could lead to a Company
Acquisition Proposal or Parent
Acquisition Proposal; (iii) engage in
discussions or negotiations with any
Person with respect to any Company
Acquisition Proposal or Parent Acquisition
Proposal; (iv) approve, endor
