VOTING AGREEMENT
Exhibit
G
VOTING
AGREEMENT, dated as of May 7, 2007 (this "Agreement"), among MHRx LLC, a
Delaware limited liability company ("MHRx"), MemberHealth, Inc., an Ohio
corporation and wholly owned subsidiary of MHRx (the "Company" and,
together with MHRx, the "MH Parties"), and the shareholders of Universal
American Financial Corp., a New York corporation ("Parent"), listed on
Annex A hereto (each, a "Shareholder" and collectively, the
"Shareholders").
RECITALS
WHEREAS,
concurrently herewith, Parent, MH ACQUISITION CORP., a Delaware corporation
and
wholly owned subsidiary of Parent (the "Delaware Corp. Merger Sub"), MH
ACQUISITION LLC, a Delaware limited liability company and wholly owned
subsidiary of Parent (the "Delaware LLC Merger Sub"), MHRx, the Company
and the Shareholder Representative named therein are entering into an Agreement
and Plan of Merger and Reorganization dated as of the date hereof (the
"Merger Agreement"), pursuant to which (A) there shall be effected a
business combination of Parent and the Company by means of (i) the merger of
the
Delaware Corp. Merger Sub with and into the Company (the "First Merger"),
with the Company continuing as the surviving corporation of the First Merger,
and (ii) immediately following the effectiveness of the First Merger, and as
part of the same plan of merger and reorganization, the merger (the "Second
Merger" and, together with the First Merger, collectively, the
"Mergers") of the surviving corporation of the First Merger with and into
the Delaware LLC Merger Sub, with the Delaware LLC Merger Sub continuing as
the
surviving entity of the Second Merger and (B) the issued and outstanding shares
of common stock, par value $.01 per share, of the Company shall be converted
into the right to receive a combination of cash and shares of Common Stock,
par
value $0.01, of Parent (the "Parent Common Stock") as provided in the
Merger Agreement;
WHEREAS,
in order to finance a portion of the cash merger consideration issuable to
the
shareholders of the Company in the First Merger, and to pay related fees and
expenses in connection with the Mergers and the other transactions contemplated
by the Merger Agreement, on the date hereof Parent is entering into a Securities
Purchase Agreement (the "Stock Purchase Agreement") with the several
"Investors" named therein (the "Equity Financing Sources"), pursuant to
which the Equity Financing Sources have agreed to purchase and Parent has agreed
to issue and sell, subject to the terms and conditions set forth therein, shares
of capital stock of Parent (the "Equity Financing");
WHEREAS,
as contemplated by Rule 4350(i) of The Nasdaq Stock Market, Inc.
("Nasdaq") Marketplace Rules and required by the Merger Agreement, Parent
shall call a special meeting of its shareholders (the "Parent Shareholder
Meeting") and, at such meeting, seek the affirmative vote of the holders of
a majority of the shares of Parent Common Stock voting in person or by proxy
at
such meeting on proposals regarding the issuance of the shares of Parent Common
Stock to be issued in the First Merger and the shares of Parent capital stock
to
be issued pursuant to the Stock Purchase Agreement;
WHEREAS,
as required by the Merger Agreement, at the Parent Shareholder Meeting, Parent
shall also seek the affirmative vote of the holders of a majority of the shares
of Parent Common Stock then outstanding on a proposal to amend the Certificate
of Incorporation of Parent (the "Charter Amendment") to change the
authorized capital stock of Parent in the manner required by the Stock Purchase
Agreement (as in effect on the date hereof);
WHEREAS,
as of the date hereof, each of the Shareholders "beneficially owns" (as defined
below), and has investment authority over, and the power to vote and dispose
of,
the number of shares of Parent Common Stock ("Shares") and other
securities directly or indirectly convertible into or exercisable or
exchangeable for Shares ("Convertible Securities and Options") set forth
opposite such Shareholder's name on Annex A hereto (the "Currently
Owned Securities", and together with any additional Shares, Convertible
Securities and Options or other voting securities of Parent, the beneficial
ownership of which is acquired by such Shareholder during the period from and
including the date hereof through and including the termination of this
Agreement in accordance with its terms, the "Covered Securities");
and
WHEREAS,
in order to induce the MH Parties to enter into the Merger Agreement, each
of
the Shareholders is entering into this Agreement, pursuant to which such
Shareholder is agreeing, among other things, to vote all of its Covered
Securities to approve the issuance of the shares of Parent Common Stock to
be
issued in the First Merger and the shares of Parent capital stock to be issued
pursuant to the Stock Purchase Agreement for purposes of Rule 4350(i) of the
Nasdaq Marketplace Rules and approve the Charter Amendment.
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements and
covenants set forth herein and in the Merger Agreement and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
agree
as follows:
ARTICLE
I
DEFINITIONS
Section
1.01. Defined
Terms. The following terms shall have the following meanings when
used herein:
(a) "affiliate"
means, with respect to any person, any other person who directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, such person.
(b) "beneficially
own" or "beneficial ownership" with respect to any securities shall
mean having "beneficial ownership" of such securities (as determined pursuant
to
Rule 13d-3 under the Securities Exchange Act or 1934, as amended (the
"Exchange Act")) including pursuant to any agreement, arrangement or
understanding, whether or not in writing.
(c) "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"controlled" and "controlling" have meanings correlative thereto.
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(d) "person"
shall mean an individual, corporation, limited liability company, partnership,
joint venture, association, trust, unincorporated organization or other
entity.
All
other
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Merger Agreement.
ARTICLE
II
TRANSFER
AND VOTING OF COVERED SECURITIES
Section
2.01. Transfer
of Covered Securities. Each Shareholder, severally as to itself only, but
not jointly with any other Shareholder, agrees that, during the period
commencing on the date hereof and continuing until this Agreement is terminated
in accordance with its terms, such Shareholder shall not, directly or
indirectly, (a) sell, pledge, encumber, assign, transfer or otherwise dispose
of
any or all of such Shareholder's Covered Securities or any interest in such
Covered Securities, (b) deposit any such Covered Securities or any interest
in
any such Covered Securities into a voting trust or enter into a voting agreement
or arrangement with respect to any such Covered Securities or grant any proxy
with respect thereto (other than as contemplated herein), or (c) enter into
any
contract, commitment, option or other arrangement or undertaking with respect
to
the direct or indirect sale, assignment, pledge, encumbrance, transfer or other
disposition of any such Covered Securities. The foregoing shall not
prevent any Shareholder from transferring Covered Securities to any affiliate
of
such Shareholder that is also a Shareholder (it being understood that such
Covered Securities shall remain Covered Securities hereunder), and Annex A
will
be revised accordingly as needed.
Section
2.02. Agreement
to Vote. Each Shareholder, severally as to itself only, but not
jointly with any other Shareholder, agrees that, during the period commencing
on
the date hereof and continuing until this Agreement is terminated in accordance
with its terms, such Shareholder, solely in such Shareholder's capacity as
a
shareholder of Parent (and not, if applicable, in such Shareholder's capacity
as
an officer or director of Parent), agrees to vote (or cause to be voted) all
of
the shares of Parent Common Stock and other voting securities of Parent that
are
beneficially owned by such Shareholder at the Parent Shareholder Meeting, or
any
other meeting of the shareholders of Parent, or any adjournment or postponement
thereof, and in any action by written consent of the shareholders of
Parent:
(i)
in
favor
of the issuance of (A) the shares of Parent Common Stock to be issued in the
First Merger pursuant to the Merger Agreement as in effect on the date of this
Agreement and (B) the shares of Parent capital stock to be issued pursuant
to
the Stock Purchase Agreement, in each case under (A) and (B), for purposes
of
Rule 4350(i) of the Nasdaq Marketplace Rules;
(ii)
in
favor
of the Charter Amendment; and
(iii) against
any transaction, agreement or action which (A) is intended, or could reasonably
be expected, to impede, interfere with, delay, postpone, or materially adversely
affect the consummation of the Equity Financing or the Mergers or (B) would
result in a breach of any covenants, representation or warranty under the Merger
Agreement as in effect on the date of this Agreement.
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Section
2.03. Termination.
This Agreement and the obligations of each Shareholder pursuant to this
Agreement shall terminate upon the earliest to occur of (i) such date and time
as the Merger Agreement shall have been validly terminated pursuant to Article
VII thereof, (ii) the First Merger Effective Time and (iii) the "Termination
Date" (as defined in the Stock Purchase Agreement), as the same may be extended
in accordance with the terms of the Stock Purchase Agreement.
ARTICLE
III
SEVERAL
REPRESENTATIONS AND
WARRANTIES
OF THE SHAREHOLDERS
Each
Shareholder hereby severally as to itself only, but not jointly with any other
Shareholder, represents and warrants to the MH Parties (solely with respect
to
such Shareholder) as follows:
Section
3.01. Authorization;
Binding Agreement. Such Shareholder has all legal right, power, authority
and capacity to execute and deliver this Agreement and to perform such
Shareholder's obligations hereunder. This Agreement has been duly and
validly executed and delivered by or on behalf of such Shareholder and
constitutes a legal, valid and binding obligation of such Shareholder,
enforceable against such Shareholder in accordance with its terms.
Section
3.02. No
Conflict; Required Filings and Consents.
(a) Except
as
contemplated by the Merger Agreement and the Stock Purchase Agreement or as
would not reasonably be expected to interfere with, delay or prevent the
performance by such Shareholder of any of its obligations under this Agreement,
the execution and delivery of this Agreement by such Shareholder does not,
and
the performance of this Agreement by such Shareholder does not, (i) conflict
with or violate any statute, law, rule, regulation, order, judgment or decree
applicable to such Shareholder or by which such Shareholder or the Covered
Securities of such Shareholder is bound, (ii) violate or conflict with the
Certificate of Incorporation, Bylaws, partnership agreement, limited liability
company operating agreement or other equivalent organizational documents of
such
Shareholder (if any), or (iii) result in or constitute (with or without notice
or lapse of time or both) any breach of or default under, or result in the
creation of any lien or encumbrance or restriction on any of the Covered
Securities of such Shareholder pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument
or
obligation to which such Shareholder is a party or by which the Covered
Securities of such Shareholder is bound. There is no beneficiary or holder
of a
voting trust certificate or other interest of any trust of which such
Shareholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by such Shareholder of the
transactions contemplated by this Agreement.
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(b) Except
(i) as contemplated by the Merger Agreement and the Stock Purchase Agreement,
(ii) filings under and compliance with applicable provisions of the Exchange
Act
or (iii) as would not reasonably be expected to interfere with, delay or prevent
the performance by such Shareholder of any of its obligations under this
Agreement, the execution and delivery of this Agreement by such Shareholder
does
not, and the performance of this Agreement by such Shareholder will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any third party or any governmental or regulatory authority,
domestic or foreign.
Section
3.03. Litigation.
There is no private or governmental action, suit, proceeding, claim, arbitration
or investigation pending or, to the knowledge of such Shareholder, threatened
before any agency, administration, court or tribunal, foreign or domestic,
against such Shareholder or any of such Shareholder's affiliates or any of
their
respective properties or any of their respective officers or directors, in
the
case of a corporate entity (in their capacities as such), or any of their
respective general partners (in the case of a partnership) that would interfere
with the such Shareholder's ability to perform its obligations hereunder. There
is no judgment, decree or order against such Shareholder or any of such
Shareholder's affiliates, or, to the knowledge of such Shareholder, any of
their
respective directors or officers (in their capacities as such), in the case
of a
corporate entity, or any of their respective general partners (in the case
of a
partnership), that would prevent, enjoin, alter or delay any of the transactions
contemplated by this Agreement, or that, would otherwise interfere with such
Shareholder's ability to perform its obligations hereunder.
Section
3.04. Title
to Covered Securities. Except as may be set forth on Annex A hereto,
as of the date of this Agreement, such Shareholder is the record or beneficial
owner of the Currently Owned Securities set forth opposite such Shareholder's
name on Annex A hereto, free and clear of all liens, encumbrances,
claims, proxies or voting restrictions other than pursuant to this Agreement
or
as set forth on Annex A. The Currently Owned Securities set forth
opposite such Shareholder's name on Annex A hereto, are all the Shares,
Convertible Securities and Options and other voting securities of Parent owned,
directly or indirectly, of record or beneficially owned by such Shareholder
on
the date of this Agreement. Except as otherwise set forth on Annex
A, such Shareholder has the sole power of disposition, sole power of
conversion and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shareholder's Currently
Owned
Securities set forth opposite such Shareholder's name on Annex A hereto,
with no limitations, qualifications or restrictions on such rights, subject
to
applicable securities laws and the terms of this Agreement. None of the
Currently Owned Securities of such Shareholder is the subject of any commitment,
undertaking or agreement, the terms of which would affect in any way the ability
of such Shareholder to perform its, his or her obligations as set out in this
Agreement. Such Shareholder has not appointed or granted any proxy
inconsistent with this Agreement with respect to the Covered
Securities.
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ARTICLE
IV
COVENANTS
OF SHAREHOLDERS
Section
4.01. Further
Assurances. Each Shareholder, severally as to itself only, but
not jointly with any other Shareholder, agrees that, during the period
commencing on the date hereof and continuing until this Agreement is terminated
in accordance with its terms, such Shareholder, solely in such Shareholder's
capacity as a shareholder of Parent (and not, if applicable, in such
Shareholder's capacity as an officer or director of Parent), shall execute
and
deliver, or causing to be executed and delivered, such additional instruments
as
the Company or MHRx may reasonably request to carry out this
Agreement. In furtherance of the foregoing, each Shareholder,
severally as to itself only, but not jointly with any other Shareholder, agrees
that, during the period commencing on the date hereof and continuing until
this
Agreement is terminated in accordance with its terms, such Shareholder, solely
in such Shareholder's capacity as a shareholder of Parent (and not, if
applicable, in such Shareholder's capacity as an officer or director of Parent),
such Shareholder shall not enter into any agreement or understanding or make
any
commitment with any person that would violate any provision or agreement
contained in this Agreement.
Section
4.02. Notification. Each
Shareholder, severally as to itself only, but not jointly with any other
Shareholder, agrees that, during the period commencing on the date hereof and
continuing until this Agreement is terminated in accordance with its terms,
such
Shareholder will reasonably promptly (and in any event within three (3) Business
Days) notify the MH Parties in writing upon any representation or warranty
of
such Shareholder contained in this Agreement becoming untrue in any material
respect or upon an obligation of such Shareholder not being complied with in
any
material respect.
Section
4.03. Additional
Covered Securities. Each Shareholder, severally as to itself
only, but not jointly with any other Shareholder, agrees that, during the period
commencing on the date hereof and continuing until this Agreement is terminated
in accordance with its terms, such Shareholder shall as promptly as reasonably
practicable (and in any event within three (3) Business Days) notify the MH
Parties of the number of any additional Covered Securities acquired by such
Shareholder, if any, after the date hereof. Any such additional
Covered Securities shall be subject to the terms of this Agreement as though
owned by such Shareholder on the date hereof.
ARTICLE
V
GENERAL
PROVISIONS
Section
5.01. Entire
Agreement; Amendments; No Third-Party Beneficiaries. This Agreement, the
Merger Agreement and the other agreements referred to herein and therein
constitute the entire agreement of the parties and supersede all prior
agreements and undertakings, both written and oral, between the parties with
respect to the subject matter hereof. This Agreement may not be amended or
modified except in an instrument in writing signed by, or on behalf of, the
parties hereto. This Agreement is not intended to and shall not
confer upon any person other than the parties hereto any rights
hereunder.
Section
5.02. Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto (whether by operation of law
or
otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, the provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. Any purported
assignment not permitted under this Section shall be void.
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Section
5.03. Fees
and Expenses. All costs and expenses (including, without limitation, all
fees and disbursements of counsel, accountants, investment bankers, experts
and
consultants to a party) incurred in connection with this Agreement shall be
paid
by the party incurring such costs and expenses.
Section
5.04. Notices.
All notices and other communications given or made pursuant hereto shall be
in
writing and shall be deemed effectively given: (i) upon personal delivery to
the
party to be notified, (ii) when sent by confirmed facsimile if sent during
normal business hours of the recipient; if not, then on the next business day,
and (iii) upon delivery to the address below if sent by mail or courier. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given
in
accordance with this Section 5.04):
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(a)
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If
to any MH Party, to:
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MemberHealth,
Inc.
00000
Xxxxxx Xxxx
Xxxxx,
Xxxx 00000
Telephone
number: (000) 000-0000
Facsimile
number: (000)
00000000
Attention: Xxxxxxx
X. Xxxxxxxx
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| and | ||
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Welsh,
Carson, Xxxxxxxx & Xxxxx
000
Xxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxx, Xxx Xxxx 00000-0000
Telephone
number: (000) 000-0000
Facsimile
number: (000)
000-0000
Attention:
Xxxx X. Xxxxxxx
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| with required copies (which shall not constitute notice) to: | ||
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Squire,
Xxxxxxx & Xxxxxxx L.L.P.
0000
Xxx Xxxxx
000
Xxxxxx Xxxxxx
Xxxxxxxxx,
Xxxx 00000
Telephone
number: (000) 000-0000
Facsimile
number: (000) 000-0000
Attention: Xxxxxx
X. Xxxxxx, Esq.
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| and |
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Ropes
& Xxxx LLP
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Telephone
number: (000) 000-0000
Facsimile
number: (000) 000-0000
Attention:
Xxxxx
X. Xxxxxxx,
Esq.
Xxxxxxxxxxx
X. Xxxx, Esq.
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(b) If
to any
Shareholder, to the address (or facsimile number) for such Shareholder set
forth
on Annex A hereto.
Section
5.05. Headings.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
Section
5.06. Severability.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate
in
good faith to modify this Agreement so as to effect the original intent of
the
parties as closely as possible to the fullest extent permitted by applicable
law
in an acceptable manner.
Section
5.07. Specific
Performance. The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. Each Shareholder,
severally as to itself only, but not jointly with any other Shareholder, agrees
that, in the event of any breach or threatened breach by such Shareholder of
any
covenant or obligation contained in this Agreement, each of MHRx and the Company
shall be entitled to seek and obtain (a) a decree or order of specific
performance to enforce the observance and performance of such covenant or
obligation, and (b) an injunction restraining such breach or threatened breach.
Each Shareholder, severally as to itself only, but not jointly with any other
Shareholder, further agrees that none of MHRx, the Company or any other party
shall be required to obtain, furnish or post any bond or similar instrument
in
connection with or as a condition to obtaining any remedy referred to in this
Section 5.07, and such Shareholder irrevocably waives any right he may have
to
require the obtaining, furnishing or posting of any such bond or similar
instrument.
Section
5.08. Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to contracts executed in and to
be
performed in that state without regard to any conflicts of laws that would
cause
the application of the laws of any other jurisdiction.
Section
5.09. Specific
Performance; Submission To Jurisdiction. Each of the parties
hereto (i) consents to submit itself to the personal jurisdiction of the United
States District Court for the Southern District of the State of New York and
the
state courts located within New York, New York in the event any dispute arises
out of this Agreement or any of the transactions contemplated by this Agreement,
(ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from such court, (iii) agrees
that it will not bring any action relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than the United
States District Court for the Southern District of the State of New York or
the
state courts located within New York, New York and (iv) to the fullest extent
permitted by Law, consents to service being made through the notice procedures
set forth in Section 5.04. Each party hereto hereby agrees that, to
the fullest extent permitted by Law, service of any process, summons, notice
or
document by U.S. registered mail to the respective addresses set forth in
Section 5.04 shall be effective service of process for any suit or proceeding
in
connection with this Agreement or the transactions contemplated
hereby.
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Section
5.10. Waiver
of Jury Trial. Each of the parties hereto hereby waives to the
fullest extent permitted by applicable law any right it may have to a trial
by
jury with respect to any litigation directly or indirectly arising out of,
under
or in connection with this Agreement. Each of the parties hereto (a)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the other parties hereto have been induced to enter into this
Agreement by, among other things, the mutual waivers and certifications in
this
Section 5.10.
Section
5.11. No
Waiver. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single
or
partial exercise thereof preclude any other or further exercise thereof or
the
exercise of any other right, power or privilege. Neither MHRx nor the Company
shall be deemed to have waived any claim available to it arising out of this
Agreement, or any right, power or privilege hereunder, unless the waiver is
expressly set forth in writing duly executed and delivered on behalf of each
of
MHRx and the Company. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by
law.
Section
5.12. Counterparts.
This Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall
be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.
Section
5.13. Nature
of Shareholder Obligations. Each Shareholder is entering into
this Agreement only in the capacity as the beneficial owner of its Covered
Securities and nothing in this Agreement shall in any way restrict or limit
any
director or officer of Parent from taking any action solely in his or her
capacity as a director or officer of Parent that is necessary for him or her
to
comply with his or her fiduciary duties as a director or officer of
Parent. The obligations of each Shareholder under this Agreement are
several and not joint with the obligations of each other Shareholder, and no
Shareholder shall be responsible in any way for the performance of the
obligations, or the actions or omissions, of any other Shareholder under this
Agreement. Nothing contained herein, and no action taken by any
Shareholder pursuant hereto or thereto, shall be deemed to constitute the
parties as a partnership, an association, a joint venture or any other kind
of
entity, or create a presumption that the parties are in any way
acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement.
[Remainder
of page intentionally left blank]
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IN
WITNESS WHEREOF, each of MHRx, the Company and each Shareholder listed on
Annex A hereto has executed or has caused this Voting Agreement to be
executed by their respective duly authorized officers as of the date first
written above.
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MHRX
LLC
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By:
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/s/ Xxxx X. Xxxxxxx |
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Name:
Xxxx X. Xxxxxxx
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MEMBERHEALTH,
INC.
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By:
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/s/ Xxxxxxx X. Xxxxxxxx |
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Name:
Xxxxxxx X. Xxxxxxxx
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Title:
President
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[SIGNATURE
PAGE TO VOTING AGREEMENT]
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XXX-UNIVERSAL
HOLDINGS, LLC
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By:
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/s/ Xxxxxx X. Xxxxxxx
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Name:
Xxxxxx X. Xxxxxxx
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Title:
CFO
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WELSH,
CARSON, XXXXXXXX & XXXXX X, L.P.
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By:
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WCAS
ASSOCIATES X, LLC,
its
General Partner
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By:
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/s/
Xxxx X. Xxxxxxx
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Name:
Xxxx X. Xxxxxxx
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Title:
Managing Member
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UNION
SQUARE UNIVERSAL PARTNERS, L.P.
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By:
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UNION
SQUARE UNIVERSAL GP, LLC,
its
General Partner
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By:
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/s/ Xxxx
Xxxxxxxx
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Name:
Xxxx Xxxxxxxx
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Title:
Authorized Signatory
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PERRY
PARTNERS, L.P.
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By:
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PERRY CORP., its General Partner |
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By:
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/s/
Xxxxxxx X. Xxxx
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Name:
Xxxxxxx X. Xxxx
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Title: General
Counsel
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PERRY
PARTNERS INTERNATIONAL, INC.
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By:
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PERRY CORP., its Investment Manager |
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By:
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/s/
Xxxxxxx X. Xxxx
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Name:
Xxxxxxx X. Xxxx
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Title: General
Counsel
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PERRY
COMMITMENT FUND, L.P.
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By:
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PERRY COMMITMENT ASSOCIATES, LLC, its General Partner |
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By:
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PERRY CORP., its Managing Member |
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By:
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/s/
Xxxxxxx X. Xxxx
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Name:
Xxxxxxx X. Xxxx
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Title: General
Counsel
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PERRY
COMMITMENT MASTER FUND, L.P.
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By:
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PERRY COMMITMENT ASSOCIATES, LLC, its General Partner |
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By:
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PERRY CORP., its Managing Member |
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By:
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/s/
Xxxxxxx X. Xxxx
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Name:
Xxxxxxx X. Xxxx
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Title: General
Counsel
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CAPITAL
Z FINANCIAL SERVICES FUND II, L.P.
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By:
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CAPITAL Z PARTNERS, L.P., its General Partner |
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By:
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CAPITAL Z PARTNERS, LTD., its General Partner |
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By:
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/s/ Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title: General
Counsel
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CAPITAL
Z FINANCIAL SERVICES PRIVATE FUND II, L.P.
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By:
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CAPITAL Z PARTNERS, L.P., its General Partner |
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By:
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CAPITAL Z PARTNERS, LTD., its General Partner |
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By:
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/s/ Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title: General
Counsel
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By:
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/s/ Xxxxxxx
X. Xxxxxxx
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Name:
Xxxxxxx X. Xxxxxxx
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By:
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/s/ Xxxx
X. Xxxxxx
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Name:
Xxxx X. Xxxxxx
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By:
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/s/ Xxxxxx
X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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By:
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/s/ Xxx
Spass
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Name:
Xxx Spass
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By:
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/s/ Xxxx
Xxxxxx
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Name:
Xxxx Xxxxxx
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ANNEX
A
SHAREHOLDERS;
CURRENTLY OWNED SECURITIES
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Stockholder
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Shares
of Common Stock
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Shares
of Series A Preferred (2)
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Shares
of Series B Preferred (2)
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Options
to Purchase Common Stock
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Capital
Z Financial Services Fund II, L.P.
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13,970,236
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(1)
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|||
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Union
Square Universal Partners, L.P.
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2,083,000
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(1)
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60,500
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817,000
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Xxx-Universal
Holdings, LLC
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2,083,500
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(1)
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403,300
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||
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Perry
Capital, LLC
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5,825,000
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2,486,800
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|||
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Welsh,
Carson, Xxxxxxxx & Xxxxx X, L.P.
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2,083,500
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(1)
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500,000
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732,400
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Xxxxxxx
Xxxxxxx
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1,879,415
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915,323
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|||
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Xxxx
Xxxxxx
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306,438
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546,953
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|||
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Xxx
Xxxxxxxxx
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251,051
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471,953
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|||
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Xxx
Spass
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143,433
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||||
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Xxxx
Xxxxxx
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34,216
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(1) Assumes
closing of Secondary SPA.
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(2) Assumes
closing of Xxxxx 0 Xxxxxxxx Xxxxxxxxx.
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