Exhibit 10.79a
VOTING AGREEMENT
VOTING AGREMENT (the "Agreement") dated as of June 9, 1999 by and between
XXXXX X. XXXXX ("Xxxxx"), an individual having an address at 0000 X. Xxxx Xxxxx,
Xxxxx 000, Xxxxx, Xxxxxxx 00000, and XXXXXX X. XXXXX ("Xxxxx"), an individual
having an address at c/o RWM Management Company, Box I, Xxxxxxx, Xxxxxxxxxx
00000.
W I T N E S S E T H:
WHEREAS, pursuant to the Stock Purchase Agreement (the "Stock Purchase
Agreement") dated May 19, 1999, by and between Xxxxx and The WellCare Management
Group, Inc., a New York corporation (the "Company"), Xxxxx is purchasing a
fifty-five percent (55%) equity interest in the Company;
WHEREAS, it is a condition to Xxxxx'x obligation to consummate the
transactions contemplated by the Stock Purchase Agreement that all of the
holders of the Class A Common Stock, $.01 par value, of the Company (the "Class
A Common Stock") agree to convert all of their shares of Class A Common Stock
into Common Stock, $.01 par value, of the Company ("Common Stock");
WHEREAS, Xxxxx has not agreed to convert his 281,956 shares of Class A
Common Stock (the "Shares") into Common Stock; and
WHEREAS, Xxxxx and Xxxxx wish to enter into a voting agreement pursuant to
Section 620 of the New York Business Corporation Law, effective as of June 9,
1999 (the "Effective Date"), whereby Xxxxx will agree to vote or cause to be
voted the Shares as directed by Xxxxx, and, pursuant thereto, Xxxxx will deliver
to Xxxxx an irrevocable proxy for two (2) years to vote the Shares in Xxxxx'x
sole and absolute discretion in the form attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Voting Agreement. Xxxxx hereby irrevocably and unconditionally agrees
that during the time that this Agreement is in effect, at any meeting of
shareholders of the Company, however called, or, if in lieu of a meeting,
shareholder action is taken by written consent, shall vote or cause to be voted,
the Shares at the time of such meeting or the execution of such written consent,
as the case may be, as directed by Xxxxx, in his sole and absolute discretion.
2. Proxy. In order to effectuate the agreement set forth in Section 1
hereof, Xxxxx shall deliver to Xxxxx a proxy in the form attached hereto as
Exhibit A, which shall be irrevocable for two (2) years from the Effective Date
in accordance with Section 609 of the New York Business Corporation Law and
pursuant to which Xxxxx shall have the exclusive right to vote the Shares in his
sole and absolute discretion.
3. Term and Termination. The term of this Agreement shall be two (2) years
from the Effective Date, unless it is earlier terminated by mutual agreement of
the parties.
4. Representation by Xxxxx. Xxxxx hereby warrants and represents to Xxxxx
that (i) he has full power and authority to execute and deliver to Xxxxx, and to
perform the terms of, this Agreement and (ii) the Shares are not now, nor shall
they at any time during the term of this Agreement be or become, subject to any
other proxy, voting agreement, voting trust, or similar agreement or arrangement
that would in any way restrict or obviate the rights provided to Xxxxx, and
Xxxxx'x obligations, hereunder and pursuant to the proxy.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Florida or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of New York.
6. Amendments and Waivers. No amendment of any provision of this Amendment
shall be valid unless the same shall be in writing and signed by Xxxxx and
Xxxxx.
7. Incorporation of Exhibit. The Exhibit identified in this Agreement is
incorporated herein by reference and made a part hereof.
8. No Third-Party Beneficiaries. This Agreement shall not confer any rights
or remedies upon any Person other than the parties and their respective
successors and permitted assigns.
9. Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement among the parties and supersedes any
prior understandings, agreements, or representations by or among the parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
10. Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties named herein and their respective successors
and permitted assigns. No party may assign either this Agreement or any of his
rights, interests, or obligations hereunder without the prior written approval
of the other party; provided, however, that Xxxxx may (i) assign any or all of
his rights and interests hereunder to one or more of his affiliates and (ii)
designate one or more of his affiliates to exercise his rights hereunder (in any
or all of which cases Xxxxx nonetheless shall remain responsible for the
performance of all of his obligations hereunder).
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
12. Headings. The section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
