Exhibit 4.7
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is entered into this 15th day of May, 2002,
by and among Ceres Group, Inc., a Delaware corporation (the "Company"), and the
persons and entities set forth on the signature page attached hereto.
WHEREAS, the Company and certain individuals and entities are parties
to an Amended and Restated Voting Agreement, dated July 25, 2000, and any
amendments thereto (the "Voting Agreement"), pursuant to which the parties
regulated certain aspects of their relationship as holders of common stock, par
value $0.001 per share, of the Company;
WHEREAS, the Company and the parties listed on the signature parties
hereto representing the Required Holders (as defined in the Voting Agreement)
agreed to terminate the Voting Agreement if the stockholders of the Company
voted, at the annual meeting on May 15, 2002, to amend the Company's bylaws to
provide for a staggered Board of Directors, which would divide the Company's
Board into three classes, each with three directors, serving staggered terms of
office of three years (the "Staggered Board Amendment");
Whereas, the Company's stockholders approved the Staggered Board
Amendment at the May 15, 2002 Annual Meeting
NOW, THEREFORE, in consideration of the agreements and covenants herein
contained and for other good and valuable consideration, the parties hereto
agree as follows:
1. Pursuant to Section 4.2 of the Voting Agreement, the Company and the
Required Holders hereby terminate the Voting Agreement effective May 15, 2002
and agree that the Voting Agreement shall be of no further force or effect.
2. The Company agrees that, upon written request by any of the parties
to the Voting Agreement, it shall inform the Company's transfer agent that the
legend applicable to the Voting Agreement may be removed from any applicable
stock certificate held by such party.
3. All questions concerning the construction, validity and
interpretation of this Termination Agreement, and the performance of the
obligations imposed by this Agreement, shall be governed by the laws of the
State of Ohio applicable to contracts made and wholly performed in that state.
IN WITNESS WHEREOF, the parties hereby execute this Termination Agreement as of
the date set forth above.
CERES GROUP, INC.
/s/ Xxxxxxxx X. Xxxxx
---------------------------------------
By: Xxxxxxxx X. Xxxxx
Its: Corporate Secretary
TERMINATION AGREEMENT TO
THE AMENDED AND RESTATED VOTING AGREEMENT
CONSENT OF THE REQUIRED HOLDERS
INTERNATIONAL MANAGED CARE
(BERMUDA), L.P.
By: Insurance Partner Offshore (Bermuda), L.P.,
its general partner
By: Insurance GenPar (Bermuda), L.P.,
its general partner
By: Insurance GenPar (Bermuda)
MGP, L.P., its general partner
By: Insurance GenPar (Bermuda)
MGP, Ltd., its general Partner
/s/ Xxxxxxx Xxxxxx
-------------------------------------
By: Xxxxxxx Xxxxxx
Title: SVP
INTERNATIONAL MANAGED CARE, LLC
By: Insurance Partner, L.P.,
its managing member
By: Insurance GenPar, L.P.,
its general partner
By: Insurance GenPar MGP, L.P.,
its general partner
By: Insurance GenPar MGP, Inc.,
its general Partner
/s/ Xxxxxxx Xxxxxx
-----------------------------------
By: Xxxxxxx Xxxxxx
Title: SVP
/S/ Xxxxx X. Xxxxxx
-----------------------------------------------------
XXXXX X. XXXXXX
CASTLE CREEK CAPITAL PARTNERS
FUND IIA, LP
By: Castle Creek Capital, LLC, its general partner
/s/ Xxxxxxx X. Xxx
-------------------------------------------------------------
By: Xxxxxxx X. Xxx
Title: Executive Vice President
CASTLE CREEK CAPITAL PARTNERS
FUND IIB, LP
By: Castle Creek Capital, LLC, its general partner
/s/ Xxxxxxx X. Xxx
-------------------------------------------------------------
By: Xxxxxxx X. Xxx
Title: Executive Vice President
