ORION HEALTHCORP INC
EX-10.14 STOCKHOLDERS AGREEMENT
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<TYPE>EX-10.14
<SEQUENCE>17
<FILENAME>g92444exv10w14.txt
<DESCRIPTION>EX-10.14 STOCKHOLDERS AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.14

                             STOCKHOLDERS AGREEMENT

         This Stockholders Agreement (this "Agreement") is made as of December
15, 2004 by and among:

         (i)      Orion HealthCorp, Inc., a Delaware corporation (the
                  "Company");

         (ii)     each of Brantley Partners IV, L.P. ("Brantley IV"), Brantley
                  Venture Partners III, L.P. ("Brantley III") and Brantley
                  Capital Corporation ("Brantley Capital"; and, collectively
                  with Brantley IV and Brantley III, the "Investors"); and

         (iii)    such other Persons who from time to time become party hereto
                  by executing a counterpart signature page hereof and are
                  designated by the Board as "Other Holders" (the "Other
                  Holders"; and, collectively with the Investors, the
                  "Stockholders").

                                    Recitals

         1. On or about the date hereof, the Company is issuing shares of its
Common Stock to the Investors.

         2. After giving effect to such issuance, the Investors will control a
majority of the voting power of the Common Stock.

         3. The parties believe that it is in the best interests of the Company
and the Stockholders to set forth their agreements on certain matters.

                                    Agreement

         Therefore, the parties hereto hereby agree as follows:

         1. EFFECTIVENESS; DEFINITIONS.

         1.1. Closing. This Agreement shall become effective upon consummation
of the closing (the "Closing") under the Amended and Restated Subscription
Agreement dated as of February 9, 2004, as from time to time in effect.

         1.2. Definitions. Certain terms are used in this Agreement as
specifically defined herein. These definitions are set forth or referred to in
Section 6 hereof.

         2. VOTING AGREEMENT.

         2.1. Election of Directors. Each holder of Shares hereby agrees to cast
all votes to which such holder is entitled in respect of the Shares, whether at
any annual or special meeting, by written consent or otherwise, (a) to fix the
number of members of the board of directors of the Company (the "Board") at five
or such other number as may be specified from time to time by

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the Majority Investors, (b) to elect as a member of the Board such individual,
if any, as shall have been nominated by Brantley IV, (c) to elect as a member of
the Board such individual, if any, as shall have been nominated by Brantley III
and (d) to elect as a member of the Board such individual, if any, as shall have
been nominated by Brantley Capital.

         2.2. The Company. The Company agrees not to give effect to any action
by any holder of Shares or any other Person which is in contravention of this
Section 2.

         2.3. Period. The foregoing provisions of this Section 2 shall expire on
the earlier of (a) a Change of Control and (b) the last date permitted by law.

         3. REMEDIES. The Company and each holder of Shares shall have all
remedies available at law, in equity or otherwise in the event of any breach or
violation of this Agreement or any default hereunder by the Company or any
holder of Shares. The parties acknowledge and agree that in the event of any
breach of this Agreement, in addition to any other remedies which may be
available, each of the parties hereto shall be entitled to specific performance
of the obligations of the other parties hereto and, in addition, to such other
equitable remedies (including, without limitation, preliminary or temporary
relief) as may be appropriate in the circumstances.

         4. LEGENDS. Each certificate representing Shares shall have the
following legend endorsed conspicuously thereupon:

                  The voting of the shares of stock represented by this
         certificate are subject to the provisions of a Stockholders Agreement
         to which the issuer and certain of its stockholders are party, a copy
         of which may be inspected at the principal office of the issuer or
         obtained from the issuer without charge.

         Each certificate representing Investor Shares shall also have the
following legend endorsed conspicuously thereupon:

                  The shares of stock represented by this certificate were
         originally issued to, or issued with respect to shares originally
         issued to, the following Investor: __________.

         Each certificate representing Other Holder Shares shall also have the
following legend endorsed conspicuously thereupon:

                  The shares of stock represented by this certificate were
         originally issued to, or issued with respect to shares originally
         issued to, the following Other Holder: ______.

         Any person who acquires Shares which are not subject to all or part of
the terms of this Agreement shall have the right to have such legend (or the
applicable portion thereof) removed from certificates representing such Shares.

5. AMENDMENT, TERMINATION, ETC.

         5.1. Oral Modifications. This Agreement may not be orally amended,
modified, extended or terminated, nor shall any oral waiver of any of its terms
be effective.

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         5.2. Written Modifications. This Agreement may be amended, modified,
extended or terminated, and the provisions hereof may be waived, only by an
agreement in writing signed by the Majority Investors; provided, however, that
(a) the consent of the Majority Other Holders shall be required for any
amendment, modification, extension, termination or waiver which has a material
adverse effect on the rights of the holders of Other Holder Shares as such under
this Agreement. Each such amendment, modification, extension, termination and
waiver shall be binding upon each party hereto and each holder of Shares subject
hereto. In addition, each party hereto and each holder of Shares subject hereto
may waive any right hereunder by an instrument in writing signed by such party
or holder.

         5.3. Effect of Termination. No termination under this Agreement shall
relieve any Person of liability for breach prior to termination.

         6. DEFINITIONS. For purposes of this Agreement:

         6.1. Certain Matters of Construction. In addition to the definitions
referred to or set forth below in this Section 6:

                  (a) The words "hereof", "herein", "hereunder" and words of
         similar import shall refer to this Agreement as a whole and not to any
         particular Section or provision of this Agreement, and reference to a
         particular Section of this Agreement shall include all subsections
         thereof;

                  (b) Definitions shall be equally applicable to both nouns and
         verbs and the singular and plural forms of the terms defined; and

                  (c) The masculine, feminine and neuter genders shall each
         include the other.

         6.2. Definitions. The following terms shall have the following
meanings:

         "Affiliate" shall mean, with respect to any specified Person, (a) any
other Person which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person (for the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with"), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise) and (b) with respect to any natural
Person, any Member of the Immediate Family of such natural Person.

         "Agreement" shall have the meaning set forth in the Preamble.

         "Board" shall have the meaning set forth in Section 2.1.

         "Brantley III" shall have the meaning set forth in the Preamble.

         "Brantley IV" shall have the meaning set forth in the Preamble.

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         "Brantley Capital" shall have the meaning set forth in the Preamble.

         "Change of Control" shall mean (a) any change in the ownership of the
capital stock of the Company if, immediately after giving effect thereto, any
Person (or group of Persons acting in concert pursuant to an agreement) other
than the Investors and their Affiliates will have the direct or indirect power
to elect a majority of the members of the Board or (b) any change in the
ownership of the capital stock of the Company if, immediately after giving
effect thereto, the Investors and their Affiliates shall own less than 25% of
the Equivalent Shares.

         "Class A Stock" shall mean the Class A Common Stock, par value $.001
per share, of the Company.

         "Class B Stock" shall mean the Class B Common Stock, par value $.001
per share, of the Company.

         "Class C Stock" shall mean the Class C Common Stock, par value $.001
per share, of the Company.

         "Closing" shall have the meaning set forth in Section 1.1.

         "Common Stock" shall mean the common stock of the Company including
without limitation the Class A Stock, the Class B Stock and the Class C Stock.

         "Company" shall have the meaning set forth in the Preamble.

         "Convertible Securities" shall mean any evidence of indebtedness,
shares of stock (other than Common Stock) or other securities (other than
Options and Warrants) which are directly or indirectly convertible into or
exchangeable or exercisable for shares of Common Stock.

         "Equivalent Shares" shall mean, at any date of determination, (a) as to
any outstanding shares of Common Stock, such number of shares of Common Stock
and (b) as to any outstanding Options, Warrants or Convertible Securities which
constitute Shares, the maximum number of shares of Common Stock for which or
into which such Options, Warrants or Convertible Securities may at the time be
exercised, converted or exchanged (or which will become exercisable, convertible
or exchangeable on or prior to, or by reason of, the transaction or circumstance
in connection with which the number of Equivalent Shares is to be determined).

         "Investor Shares" shall mean (a) all shares of Common Stock originally
issued to, or issued with respect to shares originally issued to, or held by, an
Investor, whenever issued, including, without limitation, all shares of Common
Stock issued upon the exercise, conversion or exchange of any Options, Warrants
or Convertible Securities and (b) all Options, Warrants and Convertible
Securities originally granted or issued to an Investor (treating such Options,
Warrants and Convertible Securities as a number of Shares equal to the number of
Equivalent Shares represented by such Options, Warrants and Convertible
Securities for all purposes of this Agreement except as otherwise specifically
set forth herein).

         "Investors" shall have the meaning set forth in the Preamble.

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         "Majority Investors" shall mean, as of any date, the holders of a
majority of the Investor Shares outstanding on such date.

         "Majority Other Holders" shall mean, as of any date, the holders of a
majority of the Other Holder Shares outstanding on such date.

         "Members of the Immediate Family" shall mean, with respect to any
individual, each spouse or child or other descendants of such individual, each
trust created solely for the benefit of one or more of the aforementioned
Persons and their spouses and each custodian or guardian of any property of one
or more of the aforementioned Persons in his capacity as such custodian or
guardian.

         "Options" shall mean any options to subscribe for, purchase or
otherwise directly acquire Common Stock.

         "Other Holder Shares" shall mean (a) all shares of Common Stock
originally issued to, or issued with respect to shares originally issued to, or
held by, an Other Holder, whenever issued, including without limitation all
shares of Common Stock issued upon the exercise, conversion or exchange of any
Options, Warrants or Convertible Securities and (b) all Options, Warrants and
Convertible Securities originally granted or issued to an Other Holder (treating
such Options, Warrants and Convertible Securities as a number of Shares equal to
the number of Equivalent Shares represented by such Options, Warrants and
Convertible Securities for all purposes of this Agreement except as otherwise
specifically set forth herein).

         "Person" shall mean any individual, partnership, corporation, company,
association, trust, joint venture, limited liability company, unincorporated
organization, entity or division, or any government, governmental department or
agency or political subdivision thereof.

         "Shares" shall mean all Investor Shares and Other Holder Shares.

         "Stockholders" shall have the meaning set forth in the Preamble.

         "Transfer" shall mean any sale, pledge, assignment, encumbrance or
other transfer or disposition of any Shares to any other Person, whether
directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant
to judicial process or otherwise.

         "Warrants" shall mean any warrants to subscribe for, purchase or
otherwise directly acquire Common Stock.

7. MISCELLANEOUS.

         7.1. Authority; Effect. Each party hereto represents and warrants to
and agrees with each other party that the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized on behalf of such party and do not violate any agreement or
other instrument applicable to such party or by which its assets are bound. This
Agreement does not, and shall not be construed to, give rise to the creation of
a

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partnership among any of the parties hereto, or to constitute any of such
parties members of a joint venture or other association.

         7.2. Notices. Any notices and other communications required or
permitted in this Agreement shall be effective if in writing and (a) delivered
personally or (b) sent (i) by Federal Express, DHL or UPS or (ii) by registered
or certified mail, postage prepaid, in each case, addressed as follows:

         If to the Company, to it at:

                           Orion HealthCorp, Inc.
                           1805 Old Alabama Road
                           Suite 350
                           Roswell, Georgia 30076

         If to an Investor, to it at:

                           c/o Brantley Partners
                           3201 Enterprise Parkway, Suite 350
                           Beachwood, Ohio 44122
                           Attention: Paul H. Cascio

                  with a copy to:

                           Ropes & Gray LLP
                           One International Place
                           Boston, Massachusetts 02110
                           Attention: Winthrop G. Minot, Esq.

         If to an Other Investor to it at the address set forth in the stock
record book of the Company.

         Notice to the holder of record of any shares of capital stock shall be
deemed to be notice to the holder of such shares for all purposes hereof.

         Unless otherwise specified herein, such notices or other communications
shall be deemed effective (a) on the date received, if personally delivered, (b)
two business days after being sent by Federal Express, DHL or UPS and (c) three
business days after deposit with the U.S. Postal Service, if sent by registered
or certified mail. Each of the parties hereto shall be entitled to specify a
different address by giving notice as aforesaid to each of the other parties
hereto.

         7.3. Binding Effect, Etc. Except for restrictions on Transfer of Shares
set forth in other agreements, plans or other documents, this Agreement
constitutes the entire agreement of the parties with respect to its subject
matter, supersedes all prior or contemporaneous oral or written agreements or
discussions with respect to such subject matter, and shall be binding upon

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and inure to the benefit of the parties hereto and their respective heirs,
representatives, successors and assigns.

         7.4. Descriptive Headings. The descriptive headings of this Agreement
are for convenience of reference only, are not to be considered a part hereof
and shall not be construed to define or limit any of the terms or provisions
hereof.

         7.5. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one instrument.

         7.6. Severability. In the event that any provision hereof would, under
applicable law, be invalid or unenforceable in any respect, such provision shall
be construed by modifying or limiting it so as to be valid and enforceable to
the maximum extent compatible with, and possible under, applicable law. The
provisions hereof are severable, and in the event any provision hereof should be
held invalid or unenforceable in any respect, it shall not invalidate, render
unenforceable or otherwise affect any other provision hereof.

8. GOVERNING LAW.

         8.1. Governing Law. This Agreement shall be governed by and construed
in accordance with the domestic substantive laws of the State of New York
without giving effect to any choice or conflict of laws provision or rule that
would cause the application of the domestic substantive laws of any other
jurisdiction.

         8.2. Consent to Jurisdiction. Each party to this Agreement, by its
execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the State of New York for the purpose
of any action, claim, cause of action or suit (in contract, tort or otherwise),
inquiry, proceeding or investigation arising out of or based upon this Agreement
or relating to the subject matter hereof, (b) hereby waives to the extent not
prohibited by applicable law, and agrees not to assert, and agrees not to allow
any of its subsidiaries to assert, by way of motion, as a defense or otherwise,
in any such action, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that any such proceeding brought in one of the
above-named courts is improper, or that this Agreement or the subject matter
hereof or thereof may not be enforced in or by such court and (c) hereby agrees
not to commence or maintain any action, claim, cause of action or suit (in
contract, tort or otherwise), inquiry, proceeding or investigation arising out
of or based upon this Agreement or relating to the subject matter hereof or
thereof other than before one of the above-named courts nor to make any motion
or take any other action seeking or intending to cause the transfer or removal
of any such action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation to any court other than one of
the above-named courts whether on the grounds of inconvenient forum or
otherwise. Notwithstanding the foregoing, to the extent that any party hereto is
or becomes a party in any litigation in connection with which it may assert
indemnification rights set forth in this agreement, the court in which such
litigation is being heard shall be deemed to be included in clause (a) above.
Each party hereto hereby consents to service of process in any such proceeding

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in any manner permitted by Delaware law, and agrees that service of process by
registered or certified mail, return receipt requested, at its address specified
pursuant to Section 7.2 hereof is reasonably calculated to give actual notice.

         8.3. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT
IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF
ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR
INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS
CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.
EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES
HERETO THAT THIS SECTION 8.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY
ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 8.3 WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.

         8.4. Exercise of Rights and Remedies. No delay of or omission in the
exercise of any right, power or remedy accruing to any party as a result of any
breach or default by any other party under this Agreement shall impair any such
right, power or remedy, nor shall it be construed as a waiver of or acquiescence
in any such breach or default, or of any similar breach or default occurring
later; nor shall any such delay, omission nor waiver of any single breach or
default be deemed a waiver of any other breach or default occurring before or
after that waiver.

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         IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement (or caused this Agreement to be executed on its behalf by its officer
or representative thereunto duly authorized) under seal as of the date first
above written.

THE COMPANY:                               ORION HEALTHCORP, INC.

                                           By:   /s/ Keith G. LeBlanc
                                               ---------------------------------
                                               Name:  Keith G. LeBlanc
                                               Title: President

THE INVESTORS:                             BRANTLEY PARTNERS IV, L.P.

                                           By: Brantley Venture Management IV,
                                               L.P., its general partner

                                           By:   /s/ Paul H. Cascio
                                               ---------------------------------
                                               Name:  Paul H. Cascio
                                               Title: Authorized Signatory

                                           BRANTLEY VENTURE PARTNERS III, L.P.

                                           By: Brantley Venture Management III,
                                               L.P., its general partner

                                           By:   /s/ Paul H. Cascio
                                               ---------------------------------
                                               Name:  Paul H. Cascio
                                               Title: Authorized Signatory

                                           BRANTLEY CAPITAL CORPORATION

                                           By:   /s/ Paul H. Cascio
                                               ---------------------------------
                                               Name:  Paul H. Cascio
                                               Title: Vice President

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