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Exhibit 3
PROXY AGREEMENT
This PROXY AGREEMENT (this "Agreement") is entered as of June 19,
2000 between each of the undersigned stockholders (each, "Stockholder") of
HealthCentral.com, a Delaware corporation ("HCC"), and Robert Haft Capital
L.L.C., a Delaware limited liability company ("RHC").
RECITALS
A. Stockholder is the record owner of HCC Common Stock as indicated in this
Agreement (such shares and any other shares of HCC Common Stock subsequently
acquired by the undersigned, the "Shares").
B. Stockholder grants this proxy so that RHC (acting at the direction of
its manager, Robert M. Haft, who has industry experience and who will initially
serve as a director and employee of HCC or its affiliates) will act on behalf of
each undersigned Stockholder so that all proxy shares are voted in the same
manner.
In consideration of the foregoing and subject to the terms of this
Agreement, and payment of One Dollar ($1.00) to RHC, the parties agree as
follows:
1. No Requirement by Stockholders to Retain Shares; Termination.
1.1. No Transfer Restrictions or Encumbrance Restrictions. Each
Stockholder may transfer, sell, exchange, pledge, or encumber Shares without
restriction prior to the "Termination Date", and any and all of their
transferees shall not be bound by or subject to this Agreement.
1.2. Termination. This Agreement and the proxy granted hereunder shall
terminate as to any Stockholder on the earlier of (the "Termination Date"): (i)
the second (2nd) anniversary of the date hereof; or (ii) five (5) days after
written notice by such Stockholder to RHC and HCC. The termination of this
Agreement by any Stockholder shall not affect the continuing validity and effect
of this Agreement as to any other Stockholder.
2. No Assignment of Proxy Rights. RHC shall not assign or otherwise
transfer any rights granted to it under this Agreement.
3. Proxy. The undersigned hereby constitutes and appoints RHC, acting by
its duly authorized manager, as its true and lawful attorney to vote as the
undersigned's proxy with respect to its Shares, with full power of substitution
for and in the name of the undersigned to vote and otherwise act (including,
without limitation, consent, approval and decision-making authority) at any
annual, special, or other meeting, or at any adjournments or regarding any
written consent, letter or request, of the stockholders of HCC, with all powers
the undersigned
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would possess if personally present or acting on its own behalf. The undersigned
hereby ratifies and confirms all that the aforesaid attorney and proxy may do
hereunder. RHC may file this Agreement with the secretary of HCC and any other
parties as may be requisite.
4. Stockholder Representations and Warranties. Stockholder represents,
warrants and covenants that it: (i) is the owner of the Shares; (ii) has the
power and authority to make, enter into and carry out the terms of this
Agreement; (iii) will hold RHC, and its members, managers, agents and
representatives, harmless from any good faith action taken by RHC as proxy; and
(iv) acknowledges and agrees that, except as expressly provided in this
Agreement, RHC will not have any duty or obligation to the undersigned with
respect to any actions taken as proxy. The undersigned agrees that it will not
seek or otherwise be entitled to damages for any action taken by RHC as proxy
during the time that the proxy is in effect. The undersigned's sole remedy in
all events shall be to terminate its participation in this Agreement.
5. RHC Representations and Warranties. RHC represents, warrants and
covenants that it (i) has the power and authority to make, enter and carry out
the terms of this Agreement and (ii) will not exercise the proxy granted
hereunder to approve any compensation arrangements or other transactions between
HCC and Robert Haft, unless any such arrangement or transaction has been
approved by a majority of the disinterested members of HCC's board of
directors.
6. Miscellaneous.
6.1. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then 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.
6.2. Amendments and Modifications in Writing. This Agreement may not be
modified, amended, altered or supplemented as to any Stockholder, except by
delivery of a written agreement executed by RHC and such Stockholder.
6.3. Notices. All notices shall be in writing and deemed to be
sufficient if contained in a written instrument and shall be deemed to have been
duly given on the date of delivery, if delivered by hand delivery to the persons
identified below or one (1) business day after dispatch by overnight nationally
recognized air courier, addressed as follows:
If to Robert Haft Capital L.L.C.:
2924 Telestar Court
Falls Church, VA 22042
Phone: (703) 698-9400
Telecopy: (703) 849-8227
Attn: Robert M. Haft
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With a copy to:
Venable, Baetjer, Howard and Civiletti, LLP
1615 L Street, N.W., Suite 400
Washington, DC 20036
Phone: (202) 429-3288
Telecopy: (202) 429-3231
Attn: Michael A. Schlesinger, Esq.
If to Stockholder:
To the address for notice set forth on the last page hereof.
Such addresses may be changed from time to time by means of a notice
given in the manner provided in this section.
6.4. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the internal laws of the State of Delaware.
6.5. Entire Agreement. This Agreement contains the entire understanding
of the parties in respect of the subject matter hereof, and supersedes all prior
negotiations and understandings between the parties with respect to such subject
matter.
6.6. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
6.7. Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
[Execution page follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
STOCKHOLDER:
By:______________________________
Stockholder's Address for Notice:
_________________________________
_________________________________
_________________________________
Shares of HCC Common
Stock of which you are
the record owner or
over which you have
voting control:
__________ shares
Robert Haft Capital L.L.C.
By:______________________________
Robert Haft, solely as Manager
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