THIS NOMINEE AGREEMENT (the Agreement) is entered into as of June 8, 2015, by and among Avero Laboratory Holdings, LLC, a Delaware limited liability company (Avero), Mattison Pathology, LLP d/b/a Avero Diagnostics, a Texas limited liability partnership (the Company), Thomas R. Mattison, M.D., P.A., Michael T. Mattison, M.D., P.A., and Tanner L. Mattison, M.D., P.A., each a Texas professional association (each, a Practice and collectively, the Practices), and Thomas R. Mattison, M.D., Michael T. Mattison, M.D., and Tanner L. Mattison, M.D., each a resident of the State of Texas (each, an Owner and collectively, the Owners). The Practices and the Owners may each be referred to as an Owner Party and collectively as the Owner Parties. Avero, the Company and the Owner Parties may each be referred to as a Party and collectively as the Parties.
WHEREAS, the Practices own all of the issued and outstanding limited liability partnership interests of the Company (the Interests), and the Owners own all of the issued and outstanding capital stock or other equity interests of the Practices (the Practice Equity Interests);
WHEREAS, the Parties have entered into that certain Purchase Agreement (the Purchase Agreement) and the Company and Avero have entered into that certain Management Agreement (the Management Agreement), each dated as of the date hereof; and
WHEREAS, the Owner Parties strict compliance with the terms hereof is an essential component of Avero receiving the benefits it bargained for under the Purchase Agreement and the Management Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual benefits to be derived hereby, and the premises, representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the Parties hereby agree as follows:
1. Restricted Securities. The restrictions contained in this Agreement will apply to the Interests and any new, substituted or additional securities of the Company issued to any Owner Party with respect to the Interests or other securities or property of the Company distributed to any Owner Party with respect to the Interests upon any stock dividend, stock split, reverse stock split, recapitalization, merger, reorganization or other change affecting the Companys outstanding equity securities (collectively, the Restricted Securities).
(a) Except as otherwise provided in this Agreement, neither the Practices nor the Owners shall, and the Owners shall cause the Practices not to, directly or indirectly (voluntarily, involuntarily or by operation of law) sell, assign, transfer, gift, pledge, hypothecate, encumber or otherwise dispose of (Transfer), or enter into an agreement to Transfer, the Restricted Securities. In addition, the Owners shall not directly or indirectly Transfer, or enter into an agreement to Transfer, the Practice Equity Interests or any other