IRREVOCABLE PROXY
IRREVOCABLE PROXY (this "Proxy"), dated July ____, 1999, given
by _______________ with an office at/residing at (the "Grantor"), the holder of
_____ shares of the Class A Common Stock, par value $.01 per share (such shares
being the "Grantor Shares") of HealthCore Medical Solutions, Inc.
("HealthCore").
W I T N E S S E T H:
WHEREAS, HealthCore is a party to that certain Agreement and Plan of
Merger (the "Merger Agreement"), dated July 1, 1999, between HealthCore and
Adatom, Inc., a California corporation ("Adatom"), pursuant to which Adatom is
to be merged with and into HealthCore (the "Merger"), subject to the
satisfaction of certain conditions, including, without limitation, the
affirmative vote of a majority of the outstanding shares of Common Stock of
HealthCore (other than the shares owned by Xxxx X. Xxxxx, the Chief Executive
Officer of HealthCore (the "Grantee")) in favor of the Merger; and
WHEREAS, HealthCore and the Grantor are parties to that
certain Amended and Restated Escrow Agreement (the "Escrow Agreement"), dated as
of July 31, 1997, among HealthCore, the Grantor, the other stockholders of
HealthCore who are signatories to the Escrow Agreement (together with the
Grantor, the "Escrow Shareholders") and American Stock Transfer & Trust Company,
pursuant to which certain of the shares of Common Stock of HealthCore owned
beneficially and of record by the Escrow Shareholders are held in escrow; and
WHEREAS, as contemplated by the Merger Agreement, the Grantor
and HealthCore are simultaneously herewith executing and delivering that certain
Termination Agreement, pursuant to which the Grantor and HealthCore have agreed
that, in the event of the consummation of the Merger, and subject to the
affirmative vote of two-thirds of the outstanding shares of HealthCore Class A
Common Stock (the "Common Stock"), excluding the shares held by the Escrow
Stockholders, in favor of the termination of the Escrow Agreement (the "Required
Stockholder Vote"), the Escrow Agreement shall be terminated with respect to the
Grantor and that portion of the Grantor Shares held in escrow (collectively, the
"Escrowed Grantor Shares"), and, in connection therewith, eighty percent (80%)
of the Escrowed Grantor Shares shall be cancelled with the remaining twenty
percent (20%) shall be released from escrow to the Grantor; and
WHEREAS, in accordance with the terms of the Termination
Agreement, and subject to the terms and conditions of this Proxy, the Grantor
desires to grant to the Grantee, as Chief Executive Officer of HealthCore, the
right to vote all of the Grantor Shares.
NOW THEREFORE, the Grantor and the Grantee hereby agree as
follows:
1. Appointment. The Grantor hereby irrevocably appoints the Grantee as
proxy to vote the Grantor Shares and/or deliver written consents as a
stockholder of HealthCore in respect of the Grantor's ownership of the Grantor
Shares, for and on behalf of the Grantor. The proxy to vote the Grantor Shares
granted hereunder shall apply with respect to any and all actions of the
stockholders of HealthCore taken on or after the date hereof (whether taken at a
meeting or by written consent), for any and all purposes and on any and all
matters with respect to which the Grantor Shares are entitled to be cast,
including, without limitation, the approval of the Merger and the transactions
contemplated thereby. The Grantor grants this Proxy in consideration of
HealthCore's execution and delivery of the Termination Agreement. The Grantor
acknowledges and agrees that the Board of Directors of HealthCore believes that
the consummation of the Merger and the transactions contemplated thereby are in
the best interest of HealthCore and its shareholders, and this Proxy shall be
deemed to be coupled with an interest and irrevocable.
2. General Provisions. This Proxy may be voted or acted upon by the
Grantee until this Proxy is amended, modified or terminated as provided herein.
(a) Amendment and Modification. This Proxy shall only be amended or
modified only with the express written consent of the Grantor, the Grantee and
HealthCore.
(b) Termination. This Proxy shall terminate and be of no further
force or effect immediately upon the earliest of (a) the first date by which
both (i) the closing of the transactions contemplated by the Merger Agreement
shall have occurred, and (ii) HealthCore shall have received the Required
Stockholder Vote, (b) the termination of the agreements contained in the Merger
Agreement, and (c) with respect to the Grantor Shares other than the Escrowed
Grantor Shares, the receipt by both the Grantee and HealthCore of written notice
of the consummation of the sale of such shares.
3. No Duty. The Grantee may act in any manner, and may take into
account such factors (including, without limitation, the objectives and best
interest of the Grantee) as may the Grantee may deem appropriate, in his sole
and absolute discretion, and therefore the Grantee shall have no obligation in
exercising this Proxy to act as a fiduciary for or in the best interest of the
Grantor, HealthCore or any of the employees, officers, directors or other
shareholders thereof.
4. Binding Effect. This Proxy shall be binding upon, and inure to the
benefit of the Grantor, the Grantee and HealthCore, and their respective
successors, assigns, heirs, executors and administrators.
Dated: July ____, 1999.
[Grantor]
By:
-------------------------------
Name:
Title
Acknowledged and Agreed:
HEALTHCORE MEDICAL SOLUTIONS, INC.
By: Date:
------------------------------------- ---------------------
Xxxx X. Xxxxx, CEO
---------------------------------------- Date:
Xxxx X. Xxxxx, as Proxy ---------------------
