Exhibit 3
JOINDER AGREEMENT
Reference is made to (i) that certain Voting Agreement dated as of
July 1, 1998, among Central Reserve Life Corporation, an Ohio corporation (now
known as Ceres Group, Inc., a Delaware corporation, the "Company"), and the
persons signatory thereto (as amended and in effect from time to time, the
"Voting Agreement"), a copy of which is attached hereto as Exhibit A, and (ii)
that certain Stockholders Agreement dated as of July 1, 1998, among the Company
and the persons signatory thereto (as amended and in effect from time to time,
the "Stockholders Agreement"), a copy of which is attached hereto as Exhibit B.
The undersigned, International Managed Care, LLC, a Delaware limited
liability company ("IMC"), in order to become the owner or holder of 3,749,285
shares of common stock of the Company and a warrant to purchase 1,399,733 shares
of common stock of the Company, hereby agrees that by IMCs execution hereof, IMC
is a party to the Voting Agreement and the Stockholders Agreement, subject to
all of the restrictions, conditions, and obligations applicable to stockholders
set forth in such agreements. This Joinder Agreement shall take effect and shall
become a part of each such agreement immediately upon execution.
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IN WITNESS WHEREOF, this Joinder Agreement has been duly executed and
delivered by the undersigned this 3rd day of January, 2000.
INTERNATIONAL MANAGED CARE, LLC
By: Insurance Partners, 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
By: /s/ Xxxxxx X. Spass
------------------------
Name: Xxxxxx X. Spass
Title: President
Address:
International Managed Care, LLC
c/o Insurance Partners, L.P.
One Chase Xxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
AGREED AND ACCEPTED:
CERES GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
----------------------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Executive Vice President and Chief Financial Officer
Date: January 3, 2000
