Voting Agreement Letter between UroMed Corporation and John Simon dated March 26, 2001

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Summary

This agreement is between UroMed Corporation and John Simon. John Simon agrees to vote all his shares of UroMed common stock, and to ensure his affiliates do the same, either as recommended by UroMed's Board of Directors or in the same way as unaffiliated shareholders, depending on the Board's choice. This obligation continues as long as certain other shareholders are bound by a related agreement and ends if John Simon or his affiliates transfer their shares to non-affiliates.

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EX-10.27 5 ex1027.txt LETTER AGREEMENT WITH JOHN SIMON Exhibit 10.27 March 26, 2001 Board of Directors UroMed Corporation 1400 Providence Highway Building Norwood, Massachusetts 02062 Ladies and Gentlemen: This letter is to confirm that the undersigned hereby agrees that he will vote all of the shares of UroMed Corporation's common stock, par value $0.01 per share ("Common Stock") held by him of record (and to cause any shares of Common Stock held by his affiliates to be voted) either (i) in accordance with the recommendation of the Board of Directors of UroMed Corporation (`UroMed") or (ii) in the same proportion as UroMed's unaffiliated holders of the Common Stock, with UroMed's Board of Directors having the right from time to time to elect between (i) and (ii) above, so long as Philip Heintz, Lillian Heintz and the Heintz Family Trust- 1997 (the "Trust") are obligated under Section 6 of that certain Registration Rights and Voting Agreement, dated as of the date herewith among UroMed, Providence Merger Corporation, a wholly owned subsidiary of UroMed, the stockholders of SSGI, the Trust and Philip Heintz, as representative of the stockholders of SSGI ("Registration Rights Agreement") to vote each of their shares of Registrable Securities, as defined therein, in accordance with Section 6 of the Registration Rights Agreement. This restriction shall terminate upon the undersigned's transfer of shares of Common Stock held by him of record (or held by his affiliates) to any third party that is not an affiliate of the undersigned. Very truly yours, /s/ John Simon ------------------------------ John Simon