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EXHIBIT 2.2
SHAREHOLDERS AGREEMENT
SHAREHOLDERS AGREEMENT (this "Agreement") dated as of December 28,
1999, by and among National Nephrology Associates, Inc., a corporation organized
under the laws of Delaware ("Parent"), RC Acquisition Corp., a Florida
corporation and wholly-owned subsidiary of Parent (the "Merger Sub") and the
Shareholders named on Exhibit A hereto (each a "Shareholder").
WHEREAS, each Shareholder is, as of the date hereof, the record and
beneficial owner of the number of shares of common stock, par value $0.001 per
share ("Common Stock") of Renex Corp. (the "Company") set forth next to such
Shareholder's name on Exhibit A hereto; and
WHEREAS, Parent, Merger Sub and Renex Corp. (the "Company")
concurrently herewith are entering into an Agreement and Plan of Merger, dated
as of the date hereof (the "Merger Agreement"), which provides, among other
things, for the acquisition of the Company by Parent by means of a cash tender
offer (the "Offer") by Merger Sub for any and all of the outstanding shares of
Common Stock and for the subsequent merger (the "Merger") of Merger Sub with and
into the Company upon the terms and subject to the conditions set forth in the
Merger Agreement; and
WHEREAS, as a condition to the willingness of Parent and Merger Sub to
enter into the Merger Agreement, and in order to induce Parent and Merger Sub to
enter into the Merger Agreement, each Shareholder has agreed to enter into this
Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by
Parent and the Merger Sub of the Merger Agreement and the foregoing and the
mutual representations, warranties, covenants and agreements set forth herein
and therein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each
Shareholder hereby severally represents and warrants to Parent and Merger Sub as
follows as to such Shareholder:
a. Such Shareholder is the record and beneficial owner of the shares of
Common Stock ("Shares") set forth next to such Shareholder's name on Exhibit A
hereto. Such Shareholder is the record and beneficial owner of the options
and/or warrants to purchase Common Stock set forth next to such Shareholder's
name on Exhibit B hereto ("Options and Warrants"). Such Shares and Options and
Warrants constitute all of the shares of Common Stock and other securities
convertible into or exercisable or exchangeable for shares of Common Stock owned
of record or beneficially by such Shareholder. The Shares and the shares of
Common Stock issuable upon exercise of the Options and Warrants are collectively
referred to herein as such Shareholder's "Subject Shares".
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b. Such Shareholder, if a corporation or other entity, is duly
organized, validly existing and in good standing under the laws of its
respective jurisdiction, has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby,
and has taken all necessary corporate, partnership or other action to authorize
the execution, delivery and performance of this Agreement.
c. This Agreement has been duly authorized, executed and delivered by
such Shareholder and constitutes the legal, valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms.
d. Neither the execution and delivery of this Agreement nor the
consummation by such Shareholder of the transactions contemplated hereby will
result in a violation of, or a default under, or conflict with, any contract,
trust, commitment, agreement, understanding or arrangement of any kind to which
the Shareholder is a party or bound or to which such Shareholder's Subject
Shares are subject. Neither the execution and delivery of this Agreement nor the
consummation by such Shareholder of the transactions contemplated hereby will
violate, or require any consent, approval, or notice under any provision of any
judgment, order, decree, statute, law, rule or regulation applicable to such
Shareholder or such Shareholder's Subject Shares, except for any necessary
filing under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the
"HSR Act") or state takeover laws.
e. Such Shareholder has (or, with respect to Option and Warrants, upon
exercise will have) sole voting power, sole power of disposition and all other
shareholder rights with respect to all of such Shareholder's Subject Shares,
with no restrictions, other than pursuant to applicable securities laws, on the
Shareholder's rights of disposition pertaining thereto. Such Shareholder's
Subject Shares and the certificates or agreements representing such
Shareholder's Subject Shares are now and at all times during the term hereof
will be held by such Shareholder, or by a nominee or custodian for the benefit
of such Shareholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder or otherwise disclosed in writing to the Parent.
f. There is no suit, action, investigation or proceeding pending or, to
the knowledge of such Shareholder, threatened against such Shareholder at law or
in equity before or by any Governmental Authority that could reasonably be
expected to materially impair the ability of such Shareholder to perform such
Shareholder's obligations hereunder or to consummate the transactions
contemplated hereby, and there is no judgment, decree, injunction, rule, order
or writ of any Governmental Authority to which such Shareholder or such
Shareholder's assets are subject that could reasonably be expected to materially
impair the ability of such Shareholder to perform such Shareholder's obligations
hereunder or to consummate the transactions contemplated hereby.
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SECTION 2. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB.
Each of Parent and Merger Sub hereby represents and warrants to each Shareholder
as follows:
a. Parent is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, has all requisite corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby, and has taken all necessary corporate action
to authorize the execution, delivery and performance of this Agreement. Merger
Sub is a corporation duly organized, validly existing and in good standing under
the laws of the State of Florida, has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby, and has taken all necessary corporate action
to authorize the execution, delivery and performance of this Agreement.
b. This Agreement has been duly authorized, executed and delivered by
each of Parent and Merger Sub and constitutes the legal, valid and binding
obligation of each of Parent and Merger Sub, enforceable against each of them in
accordance with its terms.
c. Neither the execution and delivery of this Agreement nor the
consummation by each of Parent and Merger Sub of the transactions contemplated
hereby will result in a violation of, or a default under, or conflict with, any
contract, trust, commitment, agreement, understanding or arrangement of any kind
to which each of Parent and Merger Sub is a party or bound. Neither the
execution and delivery of this Agreement nor the consummation by each of Parent
and Merger Sub of the transactions contemplated hereby will violate, or require
any consent, approval, or notice under any provision of any judgment, order,
decree, statute, law, rule or regulation applicable to either Parent or Merger
Sub, except for any necessary filing under the HSR Act, the Exchange Act or
state takeover laws.
SECTION 3. PURCHASE AND SALE OF THE SHARES; OPTION.
a. Merger Sub hereby agrees to make the Offer. Each Shareholder hereby
severally agrees that it shall tender its Subject Shares into the Offer in
accordance with the terms and conditions of the Offer and that it shall not
withdraw any Subject Shares so tendered unless the Merger Agreement is
terminated in accordance with its terms. In addition, each Shareholder hereby
severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to
purchase, all such Shareholder's Subject Shares at the price set forth in the
Offer or such higher price per Subject Share as may be offered by Merger Sub in
the Offer (the "Purchase Price"), provided that such obligation to purchase is
subject to Merger Sub having accepted Shares for payment under the Offer and the
Minimum Condition and other conditions set forth in Annex I of the Merger
Agreement having been satisfied, which conditions may be waived by Merger Sub in
its sole discretion.
b. Each Shareholder hereby grants to Merger Sub (or its designee) an
irrevocable option (collectively, the "Option") to purchase such Shareholder's
Subject Shares at a price per Share equal to the Purchase Price. The Option may
be exercised in whole but not in part at any
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time on or prior to the thirtieth (30th) day after termination of the Merger
Agreement; provided, that, in the event that the Merger Agreement is terminated
by Parent or the Company pursuant to Section 10.01(b), 10.01(c) or 10.01(d), as
the case may be, at any time after the Company has received an Acquisition
Proposal from a Third Party (a "Competing Proposal"), the Option shall remain
exercisable until such Competing Proposal shall have been withdrawn or any
agreement with such Third Party with respect to such Competing Proposal shall
have been terminated.
c. If Merger Sub wishes to exercise the Option, Merger Sub shall send a
written notice to the Shareholder of its intention to exercise the Option,
specifying the place, and, if then known, the time and the date (the "Closing
Date") of the closing (the "Closing") of the purchase. The Closing Date shall
occur on the fifth business day (or such longer period as may be required by
applicable law or regulation) after the later of (i) the date on which such
notice is delivered and (ii) the satisfaction of the conditions set forth in
Section 3(f).
d. At the Closing, the Shareholder shall deliver to Merger Sub (or its
designee) all of such Shareholder's Subject Shares by delivery of a certificate
or certificates evidencing such Subject Shares in the denominations designated
by Merger Sub in its exercise notice delivered pursuant to Section 3(c), duly
endorsed to Parent (or its designee) or accompanied by stock powers duly
executed in favor of Parent (or its designee), with evidence of payment of all
necessary stock transfer taxes, if any.
e. At the Closing, Merger Sub (or its designee) shall pay to each
Shareholder, by wire transfer in immediately available funds to the account of
such Shareholder specified in writing no more than two days prior to the
Closing, an amount equal to the product of the Purchase Price and the number of
Subject Shares purchased pursuant to the exercise of the Option.
f. The Closing shall be subject to the satisfaction of each of the
following conditions:
i. no court, arbitrator or governmental body, agency or
official shall have issued any order, decree or ruling that is in
effect, and there shall not be any statute, rule or regulation, which
in either case restrains, enjoins or prohibits the consummation of the
purchase and sale of the Subject Shares pursuant to the exercise of the
Option;
ii. any waiting period applicable to the consummation of the
purchase and sale of the Subject Shares pursuant to the exercise of the
Option under the HSR Act shall have expired or been terminated; and
iii. all actions by or in respect of, and any filing with, any
governmental body, agency, official, or authority required to permit
the consummation of the purchase and sale of the Subject Shares
pursuant to the exercise of the Option shall have been obtained or made
and shall be in full force and effect.
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g. If, after purchasing the Subject Shares pursuant to the Option,
Merger Sub or any of its affiliates has not acquired the remaining outstanding
shares of Common Stock, Merger Sub or any of its affiliates receives any cash or
noncash consideration in respect of the Subject Shares in connection with a
Third Party Business Combination (as defined below) during the period commencing
on the date of the Closing and ending on the first (1st) anniversary thereof,
Merger Sub shall promptly pay over to the Shareholders (pro rata, based on their
holdings of Shares), as an addition to the Purchase Price, one-half of the
excess, if any, of (i) such consideration over (ii) the aggregate Purchase Price
paid for the Subject Shares which are sold by Merger Sub hereunder. If the
consideration received by Merger Sub or such affiliates shall be (i) securities
listed on a national securities exchange or traded on the Nasdaq National
Market, the per share value of such consideration shall be equal to the closing
price per share of such securities listed on such national securities exchange
or the Nasdaq National Market on the date such transaction is consummated and
(ii) in a form other than cash or securities, the per share value shall be
determined in good faith as of the date such transaction is consummated by
Merger Sub and the Shareholders, or, if Merger Sub and the Shareholders cannot
reach agreement, by a nationally recognized investment banking firm reasonably
acceptable to the parties. The term "THIRD PARTY BUSINESS COMBINATION" means the
occurrence of any of the following events: (A) the Company, or more than 50% of
the outstanding shares of the Company's capital stock, is acquired by merger or
otherwise by any Third Party; or (B) a Third Party acquires all or substantially
all of the total assets of the Company and its subsidiaries, taken as a whole;
PROVIDED, HOWEVER, that in no event will any transaction in which shares of the
Company's capital stock or any of its assets are sold or transferred directly or
indirectly in connection with or as a part of a sale or other transaction
involving sale, merger or other similar transaction of Parent or any of its
material assets or business constitute a Third Party Business Combination, and
in no event will a sale of any division, line of business or similar unit of the
Company and its subsidiaries constitute a Third Party Business Combination.
h. Notwithstanding the other provisions of this Section 3, in the event
that the Company enters into a definitive agreement with a third party (and
makes a public announcement thereof) with respect to a Third Party Business
Combination (i) intended to qualify as a "pooling of interests" for accounting
purposes and (ii) pursuant to which holders of Common Stock would be entitled to
receive at least $13.00 per share of Common Stock (a "Qualifying Third Party
Business Combination"), THEN, Merger Sub agrees that, prior to termination of
the definitive agreement with respect to such Qualifying Third Party Business
Combination, it shall not exercise the Option to the extent that the exercise of
the Option by Merger Sub would prevent such Qualifying Third Party Business
Combination from qualifying as a "pooling of interests" for accounting purposes
(or take any other action the sole purpose of which is to prevent consummation
of such a "pooling of interests" transaction); PROVIDED, HOWEVER, that each
Shareholder (and each of such Shareholder's affiliates) that receives any cash
or noncash consideration in respect of such Shareholder's Subject Shares in
connection with a Qualifying Third Party Business Combination shall promptly pay
over to Merger Sub one-half of the excess of such consideration over the
Purchase Price (such excess to be calculated in the same manner as provided in
paragraph (g) above).
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SECTION 4. TRANSFER OF THE SHARES; OPTION EXERCISES. Except as
otherwise provided in Section 4(b), prior to the termination of this Agreement,
no Shareholder shall: (i) transfer (which term shall include without limitation,
for the purposes of this Agreement, any sale, gift, pledge or other disposition)
or consent to any transfer of any or all of such Shareholder's Subject Shares;
(ii) enter into any contract, option or other agreement or understanding with
respect to any transfer of any or all of such Shareholder's Subject Shares or
any interest therein; (iii) except as provided in Section 5(b) hereto, grant any
proxy, power-of-attorney or other authorization or consent or with respect to
such Shareholder's Subject Shares; or (iv) deposit such Shareholder's Subject
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to such Shareholder's Subject Shares.
a. Each Shareholder shall be permitted to transfer such Shareholder's
Subject Shares in an Exempt Transaction; provided that the transferee shall
agree in writing, in form and substance reasonably acceptable to the Parent, to
be bound by the terms and conditions of this Agreement to the same extent as the
Shareholder from whom such transfer is made. The term "Exempt Transaction" means
(i) any transfer by a Shareholder to a spouse or child (or to a trust for the
benefit of a spouse or child) or to the Shareholder's estate and beneficiary
thereof upon the Shareholder's death, and (ii) any transfer by a Shareholder to
another Shareholder party to this Agreement.
SECTION 5. VOTING OF SHARES; GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF
PROXY.
a. Each Shareholder hereby agrees that at any meeting (whether annual
or special and whether or not an adjourned or postponed meeting) of the holders
of Common Stock, however called, or in connection with any written consent of
the holders of Common Stock solicited by the Board of Directors, such
Shareholder will appear at the meeting or otherwise cause the Subject Shares to
be counted as present thereat for purposes of establishing a quorum and vote or
consent (or cause to be voted or consented) such Shareholder's Subject Shares
(i) in favor of the Merger during the term of the Merger Agreement and (ii)
against any Acquisition Proposal during the term of this Agreement.
b. Each Shareholder hereby irrevocably grants to, and appoints Parent
and any nominee thereof, its proxy and attorney-in-fact (with full power of
substitution) during the term of this Agreement, for and in the name, place and
stead of such Shareholder, to vote such Shareholder's Subject Shares, or grant a
consent or approval in respect of such Shareholder's Subject Shares, in
connection with any meeting of the shareholders of the Company (i) in favor of
the Merger during the term of the Merger Agreement, and (ii) against any
Acquisition Proposal during the term of this Agreement.
c. Except as otherwise disclosed to Parent, each Shareholder represents
that any proxies heretofore given in respect of such Shareholder's Subject
Shares, if any, are not irrevocable, and that such proxies are hereby revoked.
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d. Each Shareholder hereby affirms that the irrevocable proxy set forth
in this Section 5 is given in connection with the execution of the Merger
Agreement and that such irrevocable proxy is given to secure the performance of
the duties of such Shareholder under this Agreement. Each Shareholder hereby
further affirms that the irrevocable proxy is coupled with an interest and,
except as set forth in Section 5 hereof, is intended to be irrevocable in
accordance with the provisions of Section 607.0722 of the Florida Business
Corporation Act.
SECTION 6. ACQUISITION PROPOSALS. Each Shareholder shall immediately
cease and cause to be terminated all existing discussions or negotiations
relating to an Acquisition Proposal, other than with respect to the transactions
contemplated hereby and by the Merger Agreement, with any parties conducted
heretofore. Each Shareholder will not, directly or indirectly, and will instruct
his or her Representatives not to, directly or indirectly, initiate, solicit or
encourage (including by way of furnishing information or assistance), or take
any other action to facilitate, any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Acquisition Proposal,
or enter into or maintain discussions or negotiate with any person in
furtherance of or relating to such inquiries or to obtain an Acquisition
Proposal, or agree to or endorse any Acquisition Proposal, or authorize or
permit any of such Shareholder's Representatives to take any such action, and
the Shareholder shall use such Shareholder's best efforts to cause his or her
Representatives not to take any such action, and the Shareholder shall promptly
notify Parent if any such inquiries or proposals are made regarding an
Acquisition Proposal, and the Shareholder shall promptly inform Parent as to the
material details of any such inquiry or proposal and, if in writing, promptly
deliver or cause to be delivered to Parent a copy of such inquiry or proposal
and, the Shareholder shall keep Parent informed, on a current basis, of the
details of any such inquiries and the status and terms of any such proposals.
SECTION 7. FURTHER ASSURANCES; SHAREHOLDER CAPACITY.
a. Each Shareholder shall, upon request of Parent or Merger Sub,
execute and deliver any additional documents and take such further actions as
may reasonably be deemed by Parent or Merger Sub to be necessary or desirable to
carry out the provisions hereof and to vest the power to vote the Subject Shares
as contemplated by Section 5 hereof in Parent. Each Shareholder agrees that, to
the extent requested by Parent or Merger Sub, immediately prior to the purchase
of Subject Shares hereunder, such Shareholder shall exercise, exchange or
convert, as the case may be, any options, warrants or other securities
exercisable or exchangeable for or convertible into Subject Shares, in order to
permit Parent and Buyer acquire and exercise control over such Subject Shares;
provided, however, that Parent shall advance to each such Shareholder the
exercise price of such options and warrants, and such advances shall be deducted
from the Purchase Price.
b. Nothing in this Agreement shall be construed to prohibit any
Shareholder or any affiliate of any Shareholder who is or has designated a
member of the Board of Directors of the Company from taking any action solely in
his or her capacity as a member of the Board of Directors of the Company or from
exercising his, her or its fiduciary duties as a member of such Board of
Directors.
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SECTION 8. TERMINATION. This Agreement and all rights and obligations
of the parties hereunder shall terminate immediately upon the earlier of (i) the
date on which the Option is no longer exercisable in accordance with Section
3(b) or (ii) the Effective Time. The provisions set forth in Sections 3(h) and 9
shall survive any termination of this Agreement.
SECTION 9. EXPENSES. All fees and expenses incurred by any party hereto
shall be borne by the party incurring such fees and expenses; provided, however,
in connection with any controversy or dispute arising out of this Agreement or
the transactions contemplated hereby, the prevailing party shall be entitled to
reasonable attorneys' fees and costs incurred in connection with such
controversy or dispute from the non-prevailing party.
SECTION 10. PUBLIC ANNOUNCEMENTS. Each of Parent, Merger Sub and each
Shareholder agrees that it will not issue any press release or otherwise make
any public statement with respect to this Agreement or the transactions
contemplated hereby without the prior consent of the other party, which consent
shall not be unreasonably withheld or delayed; provided, however, that such
disclosure can be made without obtaining such prior consent if (i) the
disclosure is required by law or regulation or by obligations imposed pursuant
to any listing agreement with the Nasdaq National Market and (ii) the party
making such disclosure has first used its reasonable best efforts to consult
with the other party about the form and substance of such disclosure.
SECTION 11. MISCELLANEOUS.
a. Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings assigned to such terms in the Merger
Agreement.
b. All notices and other communications hereunder shall be in writing
and shall be deemed given upon (i) transmitter's confirmation of a receipt of a
facsimile transmission, (ii) confirmed delivery by a standard overnight carrier
or when delivered by hand or (iii) the expiration of five business days after
the day when mailed in the United States by certified or registered mail,
postage prepaid, addressed at the following addresses (or at such other address
for a party as shall be specified by like notice):
i. If to the Parent or Merger Sub, to the address set forth below:
National Nephrology Associates, Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxxxxxx,
Chairman and Chief Executive Officer
Telecopy: (000) 000-0000
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with a copy to:
Xxxx, Scholer, Fierman, Xxxx & Handler, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
or such other address or telecopy number as such party may hereafter specify for
the purpose by notice to the other parties hereto.
ii. If to any Shareholder, to the address set forth for such
Shareholder on Exhibit C hereto.
c. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
d. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall be considered one and
the same agreement.
e. This Agreement (including the Merger Agreement and any other
documents and instruments referred to herein) constitutes the entire agreement
and supersedes all prior agreements and understandings, whether written or oral,
among the parties hereto with respect to the subject matter hereof.
f. This Agreement shall be governed by, and construed in accordance
with the laws of the State of Delaware without giving effect to the principles
of conflicts of laws thereof. Each party hereto hereby (a) irrevocably and
unconditionally submits 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 state and federal courts in the
State of New York or Florida, and appellate courts thereof, and (b) consents
that any 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.
g. Neither this Agreement nor any of the rights, interests, or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by, the parties and their respective
successors and assigns, and the provisions of this Agreement are not intended to
confer upon any person other than the parties hereto any rights or remedies
hereunder.
h. If any term, provision, covenant or restriction herein is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable or against its
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regulatory policy, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
i. Each of the parties hereto acknowledges and agrees that in the event
of any breach of this Agreement, each non-breaching party would be irreparably
and immediately harmed and could not be made whole by monetary damages. It is
accordingly agreed that the parties hereto (i) will waive, in any action for
specific performance, the defense of adequacy of a remedy at law and (ii) shall
be entitled, in addition to any other remedy to which they may be entitled at
law or in equity, to compel specific performance of this Agreement.
j. No amendment, modification or waiver in respect of this Agreement
shall be effective against any party unless it shall be in writing and signed by
such party.
k. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT
AND FOR ANY COUNTERCLAIM THEREIN.
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IN WITNESS WHEREOF, Parent, Merger Sub and each Shareholder has
executed and delivered or caused this Agreement to be duly executed and
delivered as of the date first written above.
NATIONAL NEPHROLOGY
ASSOCIATES, INC.
By: /s/ XXXXXX X. XXXXXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chairman and Chief Executive
Officer
RC ACQUISITION CORP.
By: /s/ XXXXXX X. XXXXXXXXXX
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chairman and Chief Executive
Officer
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SHAREHOLDER
------------------------------
Name:
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EXHIBIT A
SHARES OF
SHAREHOLDER COMMON STOCK
-------------------------------------------------- ---------------------
Xxxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxx 603,600
Xxxxxx X. Xxxxxxx, M.D. and Xxxxx Xxxxxxx 617,920
Xxxxx X. Xxxx and Xxxxx Xxxx 136,266
Xxxxxxx X. Xxxx 40,567
Xxxxx X. Xxxxxx 13,817
Xxxxxx X. Early 1,200
Xxxxxxx X. Xxxxx 95,214
Xxxxxx X. Xxxxxx, Xx. 20,000
C. Xxxxx Xxxxx, M.D. 192,197
Xxxx X. Xxxx, Xx. 72,134
Xxxxxxx X. Xxxxxx 40,036
Xxxx X. Xxxxxxx 12,000
Xxxxxxx X. Xxxxxx 3,000
A-1
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EXHIBIT B
SHAREHOLDER OPTIONS WARRANTS
-------------------------------------------------------------------- ----------------- -----------------
Xxxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxx 88,091 15,000
Xxxxxx X. Xxxxxxx, M.D. and Xxxxx Xxxxxxx 40,233 7,500
Xxxxx X. Xxxx and Xxxxx Xxxx 225,513 48,334
Xxxxxxx X. Xxxx 116,904 7,084
Xxxxx X. Xxxxxx 68,000 --
Xxxxxx X. Early 50,501 --
Xxxxxxx X. Xxxxx 18,000 --
Xxxxxx X. Xxxxxx, Xx. 8,342 5,000
C. Xxxxx Xxxxx, M.D. 26,500 --
Xxxx X. Xxxx, Xx. 8,341 12,084
Xxxxxxx X. Xxxxxx 12,346 9,167
Xxxx X. Xxxxxxx 7,674 --
Xxxxxxx X. Xxxxxx 8,674 --
B-1
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EXHIBIT C
ADDRESSES FOR NOTICES
SHAREHOLDER
--------------------------------------------------------------------
XXXXXX X. XXXXXXX AND XXXXXXXX XXXXXXX
0000 Xxxxxxxx Xxxxxx, xxxxx 0000
Xxxxx, Xxxxxxx 00000
XXXXXX X. XXXXXXX, M.D. AND XXXXX XXXXXXX
0000 Xxxxx Xxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
XXXXX X. XXXX AND XXXXX XXXX
00000 Xxxxxxx Xxxxxx, # 0000
Xxx Xxxxxxx, Xxxxxxx 00000
XXXXXXX X. XXXX
0000 Xxxxxxxx Xxxxxx, Xxx. 0000
Xxxxx, Xxxxxxx 00000
XXXXX X. XXXXXX
0000 X. Xxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
XXXXXX X. EARLY
000 Xxxxxxxxxx Xxx
Xxxxx, S. C. 29650
XXXXXXX X. XXXXX
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
XXXXXX X. XXXXXX, XX.
000 Xxxxxxxxx Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxx 00000
C. XXXXX XXXXX, M.D.
000 Xxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
XXXX X. XXXX, XX.
P. O. Box 14015
Xxxxxxxxxxx, Xxxxxxx 00000
XXXXXXX X. XXXXXX
0000 X. X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
XXXX X. XXXXXXX
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
XXXXXXX X. XXXXXX
0000 00xx Xxxxxx, X. X.
Xxxxxxxxxx, D. C. 20009
B-2
