INVESTMENT AND STOCKHOLDERS' AGREEMENT
By and Among
Sheridan Healthcare, Inc.
and
The Parties listed
on Schedule A hereto
Dated as of March 4, 1998
TABLE OF CONTENTS
ARTICLE I ACQUISITION OF SECURITIES...........................................1
Section 1.Acquisition of SHCR Common Stock by Stockholders.....................1
ARTICLE II THE CLOSING........................................................1
Section 1. Closing.........................................................1
ARTICLE III RESTRICTIONS ON TRANSFER..........................................2
Section 1. Restrictions on Transfer of Closing Shares......................2
Section 2. Termination of Restrictions on Transfer of Closing Shares.......3
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS.................3
ARTICLE V MISCELLANEOUS PROVISIONS............................................5
Section 1. Survival of Representations and Warranties......................5
Section 2. Legend on Securities............................................6
Section 3. Amendment and Waiver............................................6
Section 4. Notices.........................................................6
Section 5. Headings........................................................7
Section 6. Counterparts....................................................7
Section 7. Remedies; Severability..........................................7
Section 8. Entire Agreement................................................8
Section 9. Adjustments.....................................................8
Section 10. Law Governing..................................................8
Section 11. Construction..............................................8
Section 12. Jurisdiction; Venue; Inconvenient Forum; Jury Trial............8
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INVESTMENT AND STOCKHOLDERS' AGREEMENT
--------------------------------------
THIS INVESTMENT AND STOCKHOLDERS' AGREEMENT (the "Agreement") is made as of
March 4, 1998, by and among Sheridan Healthcare, Inc., a Delaware corporation
("SHCR"), and the individuals who are identified as Stockholders on Schedule A
attached to this Agreement (the "Stockholders").
PRELIMINARY STATEMENTS
----------------------
Reference is made to: (i) the Management Services Agreement, dated as of
March 4, 1998 by and among Michael Cavenee, M.D., P.A., a Texas professional
association; Kenneth Trimmer, M.D., P.A., a Texas professional association (each
individually, a "PA," and collectively, the "Company"), the Stockholders of each
PA, and Sheridan Healthcorp, Inc., a Florida corporation ("Sheridan"); (ii) each
of the Restrictive Covenant Agreements, dated as of March 4, 1998 by and between
SHCR and each of the Stockholders; (iii) each of the Purchase Option Agreements,
dated as of March 4, 1998 by and among SHCR, each of the PAs and the
shareholders of each PA; and (iv) each of the Physician Employment Agreement,
dated as of March 4, 1998 by and between each PA and the Stockholder employed by
that PA (collectively, the "Related Documents"). Capitalized terms not defined
in this Agreement shall have the meanings given them in the Related Documents.
The parties to this Agreement desire to set forth the terms of their
interest in the securities of SHCR.
In consideration of the foregoing and the mutual covenants and agreements
contained in this Agreement, the parties to this Agreement agree as follows:
ARTICLE I ACQUISITION OF SECURITIES
- --------- -------------------------
Section 1. Acquisition of SHCR Common Stock by Stockholders. Pursuant to
the Purchase Option Agreements and the Restrictive Covenant Agreements, each
Stockholder has been issued by SHCR the respective number of shares of SHCR
Common Stock (as defined in the Purchase Option Agreement), set forth opposite
the name of that Stockholder on Schedule A to this Agreement.
ARTICLE II THE CLOSING
- ---------- -----------
Section 1. Closing. The delivery and acceptance of the shares of SHCR
Common Stock being acquired by the Stockholders pursuant to the applicable
Related Documents (the "Closing Shares"), shall take place at the offices of
SHCR's Counsel, Passman & Jones, concurrently with the execution of the
transactions contemplated by the Related Documents, or at a later date as agreed
to in writing by the parties and subject to satisfaction or waiver of all of the
conditions set forth in the Related Documents and in this Agreement. For the
purposes of this Agreement, the term "Closing Shares" shall mean: (a) any shares
of SHCR Common Stock issued at Closing or at a later date as agreed to in
writing by the parties, pursuant to the Related Documents; and, (b) any
securities of SHCR issued or issuable with respect to any of the shares
described in clause (a) above by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization (it being understood that for purposes of this
Agreement, a person will be deemed to be a holder of Closing Shares whenever
that person has the right to then acquire or obtain from SHCR any Closing
Shares, whether or not that acquisition has actually been effected).
ARTICLE III RESTRICTIONS ON TRANSFER
- ----------- ------------------------
Section 1. Restrictions on Transfer of Closing Shares.
---------- -------------------------------------------
(a) Each Stockholder agrees not to offer, transfer, donate, sell,
assign, pledge, hypothecate or otherwise dispose of (collectively "Transfer" and
the result of any of these actions is a "Transfer") any Closing Shares now or
hereafter acquired or other rights in respect to those Closing Shares or rights
pursuant to this Agreement, whether occurring voluntarily or involuntarily,
directly or indirectly, or by operation of law or otherwise, except that a
Stockholder may Transfer Closing Shares in accordance with the provisions of
Article III, Section 1(b).
(b) Notwithstanding anything in this Agreement, the following
transactions shall be exempt from the prohibition on Transfers in Section 1 of
this Article III:
(i) Transfers between a Stockholder and the trustees of a trust
revocable by that Stockholder alone and the sole beneficiary of which is that
Stockholder;
(ii) Transfers by gift by a Stockholder to that Stockholder's spouse
or issue or to the trustees or a trust for the benefit of that spouse and/or
issue;
(iii) Transfers between a Stockholder and that Stockholder's
guardian or conservator;
(iv) Transfers upon the death of a Stockholder by will, intestacy laws
or the laws of survivorship to that Stockholder's personal representatives,
heirs or delegatees; and
(v) Transfers to entities which are exclusively owned by a Stockholder
and/or his immediate family, provided that the transfer and any subsequent
transfers comply with all applicable securities laws and regulations to SHCR's
reasonable satisfaction and that any transfer of an interest in that family or
Stockholder entity must be to another member of the immediate family or the
Stockholder or this Agreement shall have been breached.
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Provided, however, that, except in the case of Transfers pursuant to Article
III, the transferee agrees in writing for the benefit of the other Stockholders
and SHCR, as a condition to that Transfer, to be bound by all of the provisions
of this Agreement to the same extent as was the transferor prior to that
Transfer; and provided, further, that any of these transferees shall take all
Closing Shares and rights so transferred subject to all the provisions of this
Agreement as if those Closing Shares or rights were still held by the
Stockholder who made the Transfer. If any Transfer is effected in accordance
with the provisions of this Article III, Section 1(b)(i), (ii), (iii) or (iv),
then the transferee shall be referred to as a "Permitted Transferee," and for
all purposes of this Agreement unless expressly indicated to the contrary, the
Permitted Transferee shall be deemed to be a "Stockholder," but only to the
extent that the transferor was included within that definition prior to the
transfer.
(c) If any Transfer by a Stockholder is made or attempted contrary to
the provisions of this Agreement, that purported Transfer shall be void ab
initio; SHCR and the other Stockholders (and their transferees) shall have, in
addition to any other legal or equitable remedies which they may have, the right
to enforce the provisions of this Agreement by actions for specific performance
(to the extent permitted by law); and SHCR shall have the right to refuse to
recognize any Transferee of a Stockholder pursuant to any Transfer that is made
or attempted contrary to the provisions of this Agreement as one of its
stockholders for any purpose.
Section 2. Termination of Restrictions on Transfer of Closing Shares. The
provisions of this Article III, as they relate to the Closing Shares and
transfer of rights pursuant to this Agreement, shall terminate and be of no
further force and effect as of the first anniversary of the Closing, subject to
the restrictions of applicable federal and state securities laws and regulations
including, without limitation, Rule 144. Notwithstanding anything in this
Agreement, Closing Shares which remain unregistered after restrictions contained
in this Agreement lapse, are still subject to the restrictions of applicable
federal and state securities laws and regulations including, without limitation,
Rule 144.
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AND SHCR
- ---------- -----------------------------------------------------------
By execution of a counterpart of this Agreement, any Stockholder at the
time of that execution makes the following representations and warranties to
SHCR, these representations and warranties being made in connection with the
issuance of the Closing Shares:
1. This Agreement is made in reliance on each Stockholder's representations
to SHCR that all Closing Shares acquired by that Stockholder will be acquired
for investment for that Stockholder's own account, not as a nominee or agent,
and not with a view toward distribution of any part thereof, and that
Stockholder has, except as otherwise contemplated in the Related Documents, no
present intention of selling, granting participation in, or otherwise
distributing those Closing Shares.
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2. Each Stockholder understands that the Closing Shares will not be
registered under the Securities Act, on the ground that the sale and issuance of
the same are exempt from registration under Section 4(2) of the Securities Act,
and that SHCR's reliance on that exemption is predicated on the representations
of each Stockholder set forth in this Agreement.
3. Each Stockholder understands that the Closing Shares may not be sold,
transferred or otherwise disposed of without registration under the Securities
Act or an exemption therefrom, and that in the absence of an effective
registration statement covering the Closing Shares or an available exemption
from registration under the Securities Act, the Closing Shares must be held
indefinitely. Each Stockholder agrees that, in addition to any other applicable
limitations on the transfer of the Closing Shares, in no event will it make a
transfer, pledge or other disposition of any of the Closing Shares other than
pursuant to an effective registration statement under the Securities Act, unless
and until: (i) that Stockholder shall have notified SHCR of the proposed
disposition and shall have furnished to SHCR a statement of the circumstances
surrounding the disposition; and, (ii) at the expense of the Stockholder or its
transferee, it shall have furnished to SHCR an opinion of counsel reasonably
satisfactory to SHCR and its counsel to the effect that the proposed transfer,
pledge or other disposition may be made without registration under the
Securities Act.
4. Each Stockholder: (i) by reason of his or her business and financial
experience, has that knowledge, sophistication and experience in business and
financial matters as to be capable of evaluating the merits and risks of his or
her investment in the Closing Shares; and, (ii) believes his or her financial
condition and investments enable him or her to bear the economic risk of a
complete loss of the Closing Shares. Each Stockholder has consulted with its own
advisers with respect to their proposed investment in SHCR. Each Stockholder has
had the opportunity to ask questions and to receive answers concerning the
financial condition, operations and prospects of SHCR and the terms and
conditions of the Stockholder's investment, as well as the opportunity to obtain
any additional information necessary to verify the accuracy of information
furnished in connection therewith that SHCR possesses or can acquire without
unreasonable effort or expense. In addition, the Stockholder acknowledges that
he or she has received prior to the execution of this Agreement the following
documentation: (i) a prospectus for SHCR, dated as of October 31, 1995 (ii)
annual reports for 1995 and 1996; (iii) 10Ks for 1995 and 1996; and, (iv) SHCR's
Form 10-Q for the time period ended September 30, 1997. Each Stockholder has
carefully reviewed that documentation and has had the opportunity to review that
documentation with his or her own advisers and SHCR.
5. Each Stockholder is an individual who either (i) has an individual net worth,
or joint net worth with that Stockholder's spouse as of the date hereof which
exceeds One Million Dollars ($1,000,000.00); or (ii) has had income in excess of
Two Hundred Thousand Dollars ($200,000.00) in each of the two (2) most recent
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years or joint income with that Stockholder's spouse in excess of Three Hundred
Thousand Dollars ($300,000.00) in each of those years and has a reasonable
expectation of reaching the same income level in the current year.
6. Each Stockholder's legal domicile for purposes of the applicable
securities laws is as set forth on Schedule A attached to this Agreement
executed by that Stockholder.
7. This Agreement and each agreement, instrument and document to be
executed and delivered by each Stockholder pursuant to or as contemplated by
this Agreement constitute, or when executed and delivered by that Stockholder
will constitute, valid and binding obligations of that Stockholder enforceable
in accordance with their respective terms.
8. The execution, delivery and performance by each Stockholder of this
Agreement and each agreement, document and instrument to be executed and
delivered by each Stockholder pursuant to or as contemplated by this Agreement:
(i) do not and will not violate any laws, rules or regulations of the United
States or any state or other jurisdiction applicable to that Stockholder, or
require that Stockholder to obtain any approval, consent or waiver of, or to
make any filing with, any person that has not been obtained or made; and
(ii) do not and will not result in a breach of, constitute a default under,
accelerate any obligation under or give rise to a right of termination of any
indenture or loan agreement or any other agreement, contract, instrument,
mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction,
decree, determination or arbitration award to which that Stockholder is a party
or by which the property of that Stockholder is bound or affected, or result in
the creation or imposition of any mortgage, pledge, lien, security interest or
other charge or encumbrance on any of the assets or properties of that
Stockholder.
9. As of the Execution Date, SHCR represents and warrants to the
Shareholders that it is in material compliance with all requirements of the
Securities Act of 1933, as amended and the Securities and Exchange Act of 1934,
as amended and all of their respective rules and regulations, that SHCR is
current in its reporting requirements necessary for Rule 144 sales, and SHCR is
eligible to file and cause to be effective Form S-3s.
ARTICLE V REGISTRATION OF SECURITIES
- --------- --------------------------
Section 1. Registrable Securities. For the purposes of this Article V, the
term "Registrable Securities" shall mean any Closing Shares as defined in
Article II, section 1 of this Agreement; provided, however, that securities that
are available for sale and can be sold (whether or not so sold) pursuant to Rule
144 under the Securities Act (or any comparable rule) shall not constitute
Registrable Securities.
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Section 2. Obligations of Sheridan. The Closing Shares shall not be
registered under the Securities Act at the Closing. Sheridan shall use its best
efforts to cause any Registrable Securities to be registered with and declared
effective by the Securities and Exchange Commission (the "Commission") under the
Securities Act after the first anniversary of the Execution Date and after a
written request by the Shareholder within sixty days of a written request (a
"Registration Request"). The Shareholders may make two Registration Requests up
to the second anniversary of the Execution Date. Sheridan may postpone the
filing of any registration statement required hereunder for a reasonable period
of time, not to exceed sixty (60) days during any twelve-month period, if
Sheridan has been advised by legal counsel that such filing would require a
special audit or the disclosure of a material impending transaction or other
material, non-public matter and Sheridan determines reasonably and in good faith
that such disclosure would have a material adverse effect on Sheridan.
Section 3. Expenses. In the case of any registration pursuant to this
Article V, Sheridan shall bear all costs and expenses of the registration,
including but not limited to printing, legal and accounting expenses, federal
and state regulatory filing fees and expenses and the reasonable fees and
disbursements of not more than one counsel for the selling holders of
Registrable Securities in connection with the registration of their Registrable
Securities (which counsel shall be selected by the holders of not less than a
majority of the Registrable Securities to be included in that registration).
Section 4. Further Obligations of Sheridan. Whenever, under the
preceding Sections of this Article V, Sheridan is required to register any
Registrable Securities, it agrees that it shall also do the following:
(a) diligently to prepare and file with and use its best efforts to
have declared effective by the Commission a registration statement (the
"Registration Statement") and the amendments and supplements to that
Registration Statement and the prospectus used in connection with it as may be
necessary to keep the Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the sale of securities covered
by that registration statement for the lesser of: (i) ninety (90) days (in the
case of any registration pursuant to this Article V) which ninety (90) days
shall be extended to the extent that any delay occurs under Article V, Section
4(d); or, (ii) the period necessary to complete a proposed public offering;
(b) furnish to each selling holder copies of each preliminary and
final prospectus and any other documents as a holder may reasonably request to
facilitate the public offering of his or her Registrable Securities;
(c) use its best efforts to register or qualify the securities covered
by the Registration Statement under the securities or "blue-sky" laws of those
jurisdictions as any selling holder may reasonably request, provided that
Sheridan shall not be required to qualify to do business in any jurisdiction
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where it is not then so qualified or subject itself to service of process in
suits other than those arising out of the offer or sale of securities covered by
the Registration Statement in any jurisdiction where it is not then so subject;
(d) immediately notify each selling holder, at any time when a
prospectus relating to that holder's Registrable Securities is required to be
delivered under the Securities Act, of the happening of any event as a result of
which that prospectus contains an untrue statement of a material fact or omits
any material fact necessary to make the statements therein not misleading, and,
at the request of a selling holder, prepare a supplement or amendment to the
prospectus so that, as thereafter delivered to the purchasers of the Registrable
Securities, that prospectus will not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
not misleading;
(e) cause all the Registrable Securities to be listed on each
securities exchange or quoted in each quotation system on which similar
securities issued by Sheridan are then listed or quoted; and
(f) otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission and make generally available to its security
holders, in each case as soon as practicable, but not later than forty five (45)
days after the close of the period covered thereby (ninety (90) days in case the
period covered corresponds to a fiscal year of Sheridan), an earnings statement
of Sheridan which will satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder (or any comparable successor provisions);
Section 5. Rule 144 Requirements. Sheridan, which is subject to the
reporting requirements of Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), will use its best efforts to file with the
Commission that information as is specified under that Section for so long as
there are holders of Registrable Securities; and Sheridan shall use its best
efforts to take all action as may be required by an issuer as a condition to the
availability of Rule 144 under the Securities Act (or any comparable successor
rules to the stockholders of that issuer). Sheridan shall furnish to any holder
of Registrable Securities upon request a written statement executed by Sheridan
as to the steps it has taken to comply with the current public information
requirement of Rule 144 (or any comparable successor rules). Sheridan, subject
to the limitations on transfers imposed by this Agreement, shall use its best
efforts to facilitate and expedite transfers of Registrable Securities pursuant
to Rule 144 under the Securities Act, which efforts shall include timely notice
to its transfer agent to expedite any transfers of Registrable Securities.
Section 6. Transfer of Registration Rights. The registration rights
and related obligations under this Article V shall not be transferrable,
except to transferees permitted under this Agreement.
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ARTICLE VI MISCELLANEOUS PROVISIONS
- ---------- ------------------------
Section 1. Survival of Representations and Warranties. The Stockholders
agree that each representation, warranty, covenant and agreement made by them in
this Agreement or in any certificate, instrument or other document delivered
pursuant to this Agreement is material, shall be deemed to have been relied upon
by SHCR, shall remain operative and in full force and effect after the date of
this Agreement regardless of any investigation or the acceptance of securities
hereunder and payment therefor.
This Agreement shall not be construed so as to confer any right or benefit
upon any Person other than the parties to this Agreement and their respective
successors and permitted assigns.
Section 2. Legend on Securities. SHCR and the Stockholders acknowledge and
agree that substantially the following legend shall be typed on each certificate
evidencing any of the securities issued under the Related Documents or held at
any time by the Stockholders (and their transferees):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT PURSUANT TO: (1) A
REGISTRATION STATEMENT WITH RESPECT TO THESE SECURITIES WHICH IS EFFECTIVE UNDER
THAT ACT; OR, (2) AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THAT ACT
RELATING TO THE DISPOSITION OF SECURITIES. THESE SECURITIES ARE ALSO SUBJECT TO
THE PROVISIONS OF A CERTAIN INVESTMENT AND STOCKHOLDERS' AGREEMENT, DATED AS OF
MARCH 4, 1998, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THAT
AGREEMENT. A COMPLETE AND CORRECT COPY OF THAT AGREEMENT IS AVAILABLE FOR
INSPECTION AT THE PRINCIPAL OFFICE OF SHERIDAN AND WILL BE FURNISHED UPON
WRITTEN REQUEST AND WITHOUT CHARGE.
SHCR IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. SHCR WILL
FURNISH TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS AND LIMITATIONS OF EACH
OUTSTANDING CLASS OF STOCK OF SHCR.
Section 3. Amendment and Waiver. Any party may waive any provision of this
Agreement intended for its benefit in writing. Except as specifically set forth
in this Agreement to the contrary, no failure or delay on the part of any party
to this Agreement in exercising any right, power or remedy under this Agreement
shall operate as a waiver. The remedies in this Agreement are cumulative and are
not exclusive of any remedies that may be available to any party to this
Agreement at law or in equity or otherwise. This Agreement may be amended with
the prior written consent of all parties.
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Section 4. Notices. Whenever any notice, request, information or other
document is required or permitted to be given under this Agreement, that notice,
demand or request shall be in writing and shall be either hand delivered, sent
by United States certified mail, postage prepaid or delivered via overnight
courier to the addresses below or to any other address that any party may
specify by notice to the other parties. No party shall be obligated to send more
than one notice to each of the other parties and no notice of a change of
address shall be effective until received by the other parties. A notice shall
be deemed received upon hand delivery, two days after posting in the United
States mail or one day after dispatch by overnight courier.
SHCR: Sheridan Healthcare, Inc.
4651 Sheridan Street, Suite 400
Hollywood, Florida 33021
Attn: Mitchell Eisenberg, M.D., President
with a copy to: Sheridan Healthcare, Inc.
4651 Sheridan Street, Suite 400
Hollywood, Florida 33021
Attn: Jay A. Martus, Esq.
To Stockholders: At the Addresses listed on Schedule A attached to
this Agreement
with a copy to: Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
Attn: Kenneth Gordon, Esq.
Facsimile: (214) 855-4300
or to any other address of which any party may notify the other parties as
provided above.
Section 5. Headings. The Article and Section headings used or
contained in this Agreement are for convenience of the reference only and
shall not affect the construction of this Agreement.
Section 6. Counterparts. This Agreement may be executed in one or more
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which together
shall be deemed to constitute one and the same agreement.
Section 7. Remedies; Severability. It is specifically understood and agreed
that any breach of the provisions of this Agreement by any person subject to
this Agreement will result in irreparable injury to the other parties to this
Agreement, that the remedy at law alone will be an inadequate remedy for that
breach, and that, in addition to any other legal or equitable remedies which
they may have, those other parties may enforce their respective rights by
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actions for specific performance (to the extent permitted by law) and SHCR may
refuse to recognize any unauthorized transferee as one of its stockholders for
any purpose, including, without limitation, for purposes of dividend and voting
rights, until the relevant party or parties have complied with all applicable
provisions of this Agreement. In the event that any one or more of the
provisions contained in this Agreement, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of that provision in every
other respect and of the remaining provisions contained in this Agreement shall
not be in any way impaired thereby, it being intended that all of the rights and
privileges of the parties to this Agreement shall be enforceable to the fullest
extent permitted by law.
Section 8. Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be complete and exclusive
statement of the agreement and understanding of the parties to this Agreement in
respect of the subject matter contained in this Agreement and their agreement
and understanding. This Agreement supersedes all prior agreements and
understandings between the parties with respect to that subject matter.
Section 9. Adjustments. All references to share prices and amounts
herein shall be equitably adjusted to reflect stock splits, stock dividends,
recapitalizations and similar changes affecting the capital stock of SHCR.
Section 10. Law Governing. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the state of Delaware
(without giving effect to principles of conflicts of law).
Section 11. Construction. This Agreement shall be construed without regard
to any presumption or other rule requiring construction against the party
causing this Agreement to be drafted, including any presumption of superior
knowledge or responsibility based upon a party's business or profession or any
professional training, experience, education or degrees of any member, agent,
officer or employee of any party. If any words in this Agreement have been
stricken out or otherwise eliminated (whether or not any other words or phrases
have been added) and the stricken words initialed by the party against whom the
words are construed, then this Agreement shall be construed as if the words so
stricken out or otherwise eliminated were never included in this Agreement and
no implication or inference shall be drawn from the fact that those words were
stricken out or otherwise eliminated.
Section 12. Arbitration; Jury Trial. THE PARTIES SHALL USE GOOD FAITH
NEGOTIATION TO RESOLVE ANY CONTROVERSY, DISPUTE OR DISAGREEMENT ARISING OUT OF,
RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE BREACH OF THIS
AGREEMENT. IN THE EVENT THE PARTIES ARE UNABLE TO RESOLVE ANY DISPUTE OR
CONTROVERSY BY NEGOTIATION, EITHER PARTY MAY SUBMIT SUCH DISPUTE TO BINDING
ARBITRATION WHICH SHALL BE CONDUCTED IN DALLAS, TEXAS. THE BINDING ARBITRATION
SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF PROCEDURE FOR ARBITRATION OF
THE NATIONAL HEALTH LAWYERS ASSOCIATION ALTERNATIVE DISPUTE RESOLUTION SERVICE.
JUDGMENT ON THE AWARD OR DECISION RENDERED BY THE ARBITRATOR MAY BE ENTERED IN
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ANY COURT HAVING JURISDICTION. NOTWITHSTANDING THE TERMS OF THIS SECTION, IN THE
EVENT OF ANY BREACH OR DISPUTE OF THIS AGREEMENT OR ANY OF THE RELATED DOCUMENTS
FOR WHICH AN EQUITABLE REMEDY IS APPROPRIATE THE AGGRIEVED PARTY MAY SEEK AND
OBTAIN RELIEF IN A COURT OF COMPETENT JURISDICTION TO AVAIL ITSELF OF THE
EQUITABLE REMEDIES. IN THAT CASE SHOULD ANY PENDENT LEGAL CLAIMS ARISE, THOSE
CLAIMS SHALL BE SUBMITTED TO BINDING ARBITRATION, HOWEVER IF THE COURT FAILS TO
REMAND THOSE LEGAL CLAIMS TO ARBITRATION, THEN FOR THOSE LEGAL CLAIMS THE
PARTIES WAIVE ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION RELATING TO OR
ARISING OUT OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SHCR:
SHERIDAN HEALTHCARE, INC.
By:
--------------------------------
Jay A. Martus, Vice President
STOCKHOLDERS:
-----------------------------------
Michael R. Cavenee, M.D.
-----------------------------------
Kenneth J. Trimmer, M.D.
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Schedule A
Name and Address Consideration Paid in SHCR Stock
of Stockholder (number of Shares)
-------------- ------------------
Michael R. Cavenee, M.D. 403,560
5128 Corinthian Bay
Plano, Texas 75093
----------------------------------------------------------------------
Kenneth J. Trimmer, M.D. 446,040
6628 Castle Pines Drive
Plano, Texas 75093
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