RECITALS:Employment Agreement • November 14th, 2003 • Ceres Group Inc • Life insurance
by and betweenStock Purchase Agreement • December 5th, 1997 • Central Reserve Life Corp • Life insurance • Ohio
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 1997 • Central Reserve Life Corp • Life insurance • Ohio
Exhibit 10.38 EIGHTH AMENDMENT TO THE CREDIT AGREEMENT ---------------------------------------- EIGHTH AMENDMENT TO THE CREDIT AGREEMENT (this "Amendment"), dated as of December 18, 2001, among CERES GROUP, Inc., a Delaware corporation (the...Credit Agreement • January 3rd, 2002 • Ceres Group Inc • Life insurance • New York
by and amongMerger Agreement • May 4th, 2006 • Ceres Group Inc • Life insurance • Delaware
AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • August 9th, 2000 • Ceres Group Inc • Life insurance
FORM OF STOCKHOLDERS' AGREEMENTStockholders' Agreement • April 30th, 2001 • Ceres Group Inc • Life insurance • Delaware
Exhibit 4.7 TERMINATION AGREEMENTTermination Agreement • August 14th, 2002 • Ceres Group Inc • Life insurance • Ohio
1 Exhibit 2.2 Amended and Restated Stock Purchase AgreementStock Purchase Agreement • March 31st, 1998 • Central Reserve Life Corp • Life insurance • Ohio
Conformed Copy with Exhibit F Conformed as Executed] CREDIT AGREEMENTCredit Agreement • March 4th, 1999 • Ceres Group Inc • Life insurance • New York
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ----------------------------Joint Filing Agreement • February 6th, 2003 • Ceres Group Inc • Life insurance
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
RECITALS --------Stock Purchase Agreement • May 21st, 2001 • Ceres Group Inc • Life insurance • Texas
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • December 20th, 2001 • Ceres Group Inc • Life insurance • New York
R E C I T A L S ---------------Registration Rights Agreement • March 31st, 1999 • Ceres Group Inc • Life insurance • Ohio
1 Exhibit 10.2 PLEDGE AGREEMENT dated as of December 16, 1997Pledge Agreement • December 30th, 1997 • Central Reserve Life Corp • Life insurance
SEVENTH AMENDMENT -----------------Credit Agreement • May 21st, 2001 • Ceres Group Inc • Life insurance • New York
Exhibit 10.25 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of October, 1998, by and between Charles Miller ("Miller") and Central Reserve Life Corporation, an Ohio corporation (the "Company")....Employment Agreement • March 31st, 1999 • Ceres Group Inc • Life insurance • Ohio
R E C I T A L S ---------------Registration Rights Agreement • August 9th, 2000 • Ceres Group Inc • Life insurance • Ohio
REINSURANCE AGREEMENT (hereafter referred to as the "Agreement")Reinsurance Agreement • March 31st, 1999 • Ceres Group Inc • Life insurance • Nebraska
FORM OF PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 8th, 2004 • Ceres Group Inc • Life insurance
Exhibit 10.43 CREDIT AND SECURITY AGREEMENT (U.S. $13,000,000) Dated as of December 23, 2003Credit and Security Agreement • January 8th, 2004 • Ceres Group Inc • Life insurance • Ohio
1 Exhibit 4.4 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 1999 • Ceres Group Inc • Life insurance
STOCKHOLDERS AGREEMENTStockholders Agreement • March 31st, 1999 • Ceres Group Inc • Life insurance • Ohio
EXHIBIT 10.41 NINTH AMENDMENT, WAIVER AND CONSENT NINTH AMENDMENT, WAIVER AND CONSENT (this "Amendment"), dated as of March __, 2003, among CERES GROUP, Inc., a Delaware corporation (the "Borrower"), the lending institutions party to the Credit...Credit Agreement • March 31st, 2003 • Ceres Group Inc • Life insurance • New York
EXHIBIT 10.24 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into as of the 15th day of June, 1999, by and between Peter W. Nauert ("Nauert") and Ceres Group, Inc., a Delaware...Employment Agreement • March 30th, 2000 • Ceres Group Inc • Life insurance • Illinois
1 Exhibit 10.3 NOTELoan Agreement • December 30th, 1997 • Central Reserve Life Corp • Life insurance
RECITALS:Employment Agreement • August 9th, 2004 • Ceres Group Inc • Life insurance
AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • March 26th, 2002 • Ceres Group Inc • Life insurance
ARTICLE I DEFINITIONS -----------Voting Agreement • August 9th, 2000 • Ceres Group Inc • Life insurance • Ohio
RECITALS:Employment Agreement • March 30th, 2005 • Ceres Group Inc • Life insurance
W I T N E S S E T H: --------------------Credit Agreement • August 9th, 2000 • Ceres Group Inc • Life insurance • New York
3 4 (c) BY RAJIC. Rajic may terminate his employment hereunder at any time by retirement or resignation, upon notice to the Company. Upon such termination by Rajic, no compensation for any period after the date of such termination shall be payable to...Employment Agreement • November 16th, 1998 • Central Reserve Life Corp • Life insurance • Illinois
BetweenLease Agreement • August 14th, 2001 • Ceres Group Inc • Life insurance • Illinois
RECITALS:Employment Agreement • April 30th, 2001 • Ceres Group Inc • Life insurance
AGREEMENTS ----------Registration Rights Agreement • August 9th, 2000 • Ceres Group Inc • Life insurance • Ohio
