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EXHIBIT 3
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STOCKHOLDERS AGREEMENT
by and among
CENTRAL RESERVE LIFE CORPORATION
and
THE SECURITY HOLDERS LISTED ON
THE SIGNATURE PAGES HEREOF
Dated as of July 1, 1998
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . 3
1.3 Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II
CERTAIN OTHER ACTIVITIES; FIDUCIARY DUTIES
2.1 Other Activities of the Holders; Fiduciary Duties . . . . . . . . . 4
ARTICLE III
TRANSFERS OF SECURITIES
3.1 Drag Along Rights . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2 Tag Along Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3 Certain Events Not Deemed Transfers . . . . . . . . . . . . . . . . 6
3.4 Replacement of Securities . . . . . . . . . . . . . . . . . . . . . 6
3.5 Restrictive Legend . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE IV
TERMINATION
4.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE V
MISCELLANEOUS
5.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.2 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.3 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.4 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 8
5.5 Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . 8
5.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.7 No Waivers; Amendments . . . . . . . . . . . . . . . . . . . . . . . 8
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STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of July 1,
1998, is entered into by and among Central Reserve Life Corporation, an Ohio
corporation (including its successors, the "COMPANY"), and the security holders
listed on the signature pages of this Agreement.
NOW, THEREFORE, for and in consideration of the premises, mutual
covenants, and agreements contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"ACCREDITED INVESTOR" shall mean an "Accredited Investor," as
defined in Regulation D, or any successor rule then in effect.
"AFFILIATE" shall mean, with respect to any Person, any Person
who, directly or indirectly, controls, is controlled by, or is under
common control with that Person. For purposes of this definition,
"CONTROL," and "CONTROLLED BY" when used with respect to any Person
shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of
voting securities, by contract, or otherwise.
"AGREEMENT" shall mean this Agreement, as such from time to
time may be amended.
"COMMON STOCK" shall mean shares of the Common Stock, without
par value per share, of the Company, and any capital stock into which
such Common Stock thereafter may be changed.
"COMMON STOCK EQUIVALENTS" shall mean, without duplication
with any other Common Stock or Common Stock Equivalents, any rights,
warrants, options, convertible securities or indebtedness,
exchangeable securities or indebtedness, or other rights, exercisable
for or convertible or exchangeable into, directly or indirectly,
Common Stock and securities convertible or exchangeable into Common
Stock, whether at the time of issuance or upon the passage of time or
the occurrence of some future event.
"COMPANY" shall have the meaning set forth in the introductory
paragraph hereof.
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"CO-SELLER" shall have the meaning set forth in Section 3.1.
"FULLY-DILUTED COMMON STOCK" shall mean, at any time, the then
outstanding Common Stock plus (without duplication) all shares of
Common Stock issuable, whether at such time or upon the passage of
time or the occurrence of future events, upon the exercise,
conversion, or exchange of all then outstanding Common Stock
Equivalents.
"HOLDER" shall mean (i) a securityholder listed on the
signature page hereof and (ii) any direct or indirect transferee of
any such securityholder who shall become a party to this Agreement.
"IP BERMUDA" shall mean Insurance Partners Offshore (Bermuda),
L.P., a Bermuda limited partnership.
"IP DELAWARE" shall mean Insurance Partners, L.P., a Delaware
limited partnership.
"IP GROUP" shall mean IP Delaware, IP Bermuda, their
respective Affiliates, the respective officers, directors, and
employees (and members of their respective families and trusts for the
primary benefit of such family members) of any of the foregoing, and
any Person that is a limited partner of IP Delaware or IP Bermuda.
"LEGAL HOLIDAY" shall have the meaning set forth in Section
5.2.
"PARTICIPATION OFFER" shall have the meaning set forth in
Section 3.2.
"PERSON" or "PERSON" shall mean any individual, corporation,
partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization, or government
or other agency or political subdivision thereof.
"REGULATION D" shall mean Regulation D promulgated under the
Securities Act by the SEC.
"REQUIRED HOLDERS" shall mean Holders who then own
beneficially more than 66 2/3% of the aggregate number of shares of
Common Stock subject to this Agreement.
"SEC" shall mean the Securities and Exchange Commission.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, and the rules and regulations promulgated by the SEC
thereunder.
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"SIGNIFICANT DRAG SALE" shall have the meaning set forth in
Section 3.1.
"SIGNIFICANT TAG SALE" shall have the meaning set forth in
Section 3.2.
"SUBSIDIARY" of any Person shall mean (i) a corporation a
majority of whose outstanding shares of capital stock or other equity
interests with voting power, under ordinary circumstances, to elect
directors, is at the time, directly or indirectly, owned by such
Person, by one or more subsidiaries of such Person, or by such Person
and one or more subsidiaries of such Person, and (ii) any other Person
(other than a corporation) in which such Person, a subsidiary of such
Person, or such Person and one or more subsidiaries of such Person,
directly or indirectly, at the date of determination thereof, has (x)
at least a majority ownership interest or (y) the power to elect or
direct the election of the directors or other governing body of such
Person.
"TRANSFER" shall mean any disposition of any Common Stock or
any interest therein that would constitute a "sale" thereof within the
meaning of the Securities Act.
1.2 Rules of Construction. Unless the context otherwise requires:
(a) a term shall have the meaning assigned to it; (b) "OR" is not exclusive;
(c) words in the singular shall include the plural, and words in the plural
shall include the singular; (d) provisions apply to successive events and
transactions; (e) the words "HEREOF," "HEREIN," "HEREUNDER," and words of
similar import shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; (f) words in the neuter or masculine
gender shall include the feminine, masculine, and neuter genders; (g) all
references to Articles and Sections refer to Articles and Sections of this
Agreement; and (h) "INCLUDE" and derivatives thereof shall mean "including,
without limitation."
1.3 Other Definitions. Certain capitalized terms used in this
Agreement, but not defined in this Article I, shall have the meanings set forth
elsewhere in this Agreement.
ARTICLE II
CERTAIN OTHER ACTIVITIES; FIDUCIARY DUTIES
2.1 Other Activities of the Holders; Fiduciary Duties. It is
understood and accepted that the Holders and their Affiliates have interests in
other business ventures which may be in conflict with the activities of the
Company and its Subsidiaries and that, subject to applicable law, nothing in
this Agreement shall limit the current or future business activities of the
Holders whether or not such activities are competitive with those of the
Company and its Subsidiaries. Nothing in this Agreement, express or implied,
shall relieve any officer or director of the Company or any of its
Subsidiaries, or any Holder, of any fiduciary or other duties or obligations
they may have to the Company's stockholders.
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ARTICLE III
TRANSFERS OF SECURITIES
3.1 Drag Along Rights.
3.1.1 Applicability. In connection with any Transfer by
members of the IP Group of shares of Common Stock and/or Common Stock
Equivalents representing more than twenty percent (20%) of the
outstanding shares of Common Stock (provided, that for the purposes of
such calculation, the following shares of Common Stock shall be deemed
to be issued and outstanding: (i) any shares of Common Stock to be
Transferred that are to be issued pursuant to the exercise or
conversion of any Common Stock Equivalents and (ii) any shares of
Common Stock underlying any Common Stock Equivalents that are to be
Transferred) in any one transaction or series of related transactions
(a "SIGNIFICANT DRAG SALE"), the IP Group shall have the right to
require each non-selling Holder (each, a "CO-SELLER") to Transfer a
portion of its Common Stock and/or Common Stock Equivalents which
represents the same percentage of the Fully-Diluted Common Stock held
by such Co-Seller as the shares of Common Stock and/or Common Stock
Equivalents being disposed of by the IP Group represent of the
Fully-Diluted Common Stock held by the IP Group. (For example, if the
IP Group is selling sixty-five percent (65%) of its Fully-Diluted
Common Stock position, each Co-Seller shall be required to sell
sixty-five percent (65%) of its Fully-Diluted Common Stock position.)
All Common Stock Transferred by Holders pursuant to this Section 3.1
shall be sold at the same price and time and otherwise treated
identically with the Common Stock being sold by the IP Group in all
respects.
3.1.2 Notice of Significant Drag Sale. IP Delaware, on
behalf of the IP Group, shall give each Co-Seller at least thirty
(30) days' prior written notice of any Significant Drag Sale as to
which the IP Group intends to exercise its rights under this Section
3.1. If the IP Group elects to exercise its rights under this Section
3.1, the Co-Sellers shall take such actions as may be reasonably
required and otherwise cooperate in good faith with the IP Group in
connection with consummating the Significant Drag Sale (including the
voting of any Common Stock or other voting capital stock of the
Company to approve such Significant Drag Sale). At the closing of
such Significant Drag Sale, each Co-Seller shall deliver certificates
for all shares of Common Stock to be sold by such Co-Seller, duly
endorsed for transfer, with the signature guaranteed, to the purchaser
against payment of the appropriate purchase price.
3.2 Tag Along Rights.
3.2.1 Applicability. In the event any Holder desires to
effect a Transfer (other than a Transfer in an underwritten public
offering pursuant to an effective registration statement under the
Securities Act) of shares of Common Stock and/or Common Stock
Equivalents representing more than twenty percent (20%) of the
outstanding shares of Common Stock (provided, that for the purposes of
such calculation, the following
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shares of Common Stock shall be deemed to be issued and outstanding:
(i) any shares of Common Stock to be Transferred that are to be issued
pursuant to the exercise or conversion of any Common Stock Equivalents
and (ii) any shares of Common Stock underlying any Common Stock
Equivalents that are to be Transferred) in any one transaction or
series of related transactions (a "SIGNIFICANT TAG SALE"), and the IP
Group does not elect to exercise its rights (if any) under Section
3.1, then at least thirty (30) days prior to the closing of such
Significant Tag Sale, such Holder shall make an offer (the
"PARTICIPATION OFFER") to each Co-Seller to include in the proposed
Significant Tag Sale a portion of its Common Stock and/or Common Stock
Equivalents which represents the same percentage of such Co-Seller's
Fully-Diluted Common Stock as the shares of Common Stock and/or Common
Stock Equivalents being sold by such Holder represent of its
Fully-Diluted Common Stock; provided, however, that, if the
consideration to be received by such Holder includes any securities,
only Co-Sellers who have certified to the reasonable satisfaction of
such Holder that they are Accredited Investors shall be entitled to
participate in such transfer, unless the transferee consents
otherwise.
3.2.2 Terms of Participation Offer. The Participation
Offer shall describe the terms and conditions of the proposed
Significant Tag Sale and shall be conditioned upon (i) the
consummation of the transactions contemplated in the Participation
Offer with the transferee named therein, and (ii) each Co-Seller's
execution and delivery of all agreements and other documents as the
Holder is required to execute and deliver in connection with such
Significant Tag Sale (provided that the Co-Seller shall not be
required to make any representations or warranties in connection with
such sale or transfer other than representations and warranties as to
(A) such Co-Seller's ownership of his or its Common Stock to be sold
or transferred free and clear of all liens, claims, and encumbrances,
(B) such Co-Seller's power and authority to effect such transfer, and
(C) such matters pertaining to compliance with securities laws as the
transferee may reasonably require). If any Co-Seller shall accept the
Participation Offer, the Holder shall reduce, to the extent necessary,
the number of shares of Common Stock it otherwise would have sold in
the proposed transfer so as to permit those Co-Sellers who have
accepted the Participation Offer to sell the number of shares of
Common Stock that they are entitled to sell under this Section 3.2,
and the Holder and such Co-Sellers shall transfer the number of shares
of Common Stock specified in the Participation Offer to the proposed
transferee in accordance with the terms of such transfer as set forth
in the Participation Offer.
3.3 Certain Events Not Deemed Transfers. In no event shall any
exchange, reclassification, or other conversion of shares into any cash,
securities, or other property pursuant to a merger or consolidation of the
Company or any Subsidiary with, or any sale or transfer by the Company or any
Subsidiary of all or substantially all its assets to, any Person constitute a
Significant Drag Sale or a Significant Tag Sale for purposes of Section 3.1 or
3.2; provided, however, that all of Holders of Common Stock receive the same
consideration per share in such exchange, reclassification, or conversion. In
addition, Sections 3.1 and 3.2 shall
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not apply to any transfer, sale, or disposition of shares of Common Stock
solely among Holders.
3.4 Replacement of Securities. If a mutilated certificate
representing Common Stock is surrendered to the Company or if the Holder of a
certificate representing Common Stock claims and submits an affidavit or other
evidence, satisfactory to the Company, to the effect that any such certificate
has been lost, destroyed, or wrongfully taken, the Company shall issue a
replacement certificate if the Company's requirements are met. If required by
the Company, such securityholder must provide an indemnity bond, or other form
of indemnity, sufficient in the judgment of the Company to protect the Company
against any loss which may be suffered; provided, however, that no indemnity
bond or other form of indemnity shall be required from a Holder who is an
Accredited Investor.
3.5 Restrictive Legend. Each certificate representing Common
Stock issued to each Holder or a subsequent transferee shall include a legend
in substantially the following form:
THIS SECURITY IS SUBJECT TO CERTAIN RIGHTS AND RESTRICTIONS
SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF JULY 1,
1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICES.
ARTICLE IV
TERMINATION
4.1 Termination. The provisions of this Agreement shall terminate
on July 1, 2003.
ARTICLE V
MISCELLANEOUS
5.1 Notices. Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given if
made by hand delivery, by telex, by telecopier, or registered or certified
mail, postage prepaid, return receipt requested, addressed as follows (or at
such other address as may be substituted by notice given as herein provided):
If to the Company:
Central Reserve Life Corporation
00000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx Lick, Jr.
If to any Holder, at its address listed on the signature pages hereof.
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Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and
five (5) calendar days after mailing if sent by registered or certified mail
(except that a notice of change of address shall not be deemed to have been
given until actually received by the addressee). Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives
it.
5.2 Legal Holidays. A "LEGAL HOLIDAY" used with respect to a
particular place of payment is a Saturday, a Sunday, or a day on which banking
institutions at such place are not required to be open. If a payment date is a
Legal Holiday at such place, payment may be made at such place on the next
succeeding day that is not a Legal Holiday, and no interest on the amount of
such payment shall accrue for the intervening period.
5.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
5.4 Successors and Assigns. Whether or not an express assignment
has been made pursuant to the provisions of this Agreement, provisions of this
Agreement that are for the Holders' benefit as the holders of any Common Stock
are also for the benefit of, and enforceable by, all subsequent holders of
Common Stock, except as otherwise expressly provided herein. This Agreement
shall be binding upon the Company, each Holder, and their respective successors
and assigns.
5.5 Duplicate Originals. All parties may sign any number of
copies of this Agreement. Each signed copy shall be an original, but all of
them together shall represent the same agreement.
5.6 Severability. In case any provision in this Agreement shall
be held invalid, illegal, or unenforceable in any respect for any reason, the
validity, legality, and enforceability of any such provision in every other
respect and the remaining provisions shall not in any way be affected or
impaired thereby.
5.7 No Waivers; Amendments.
5.7.1 No failure or delay on the part of the Company or any
Holder in exercising any right, power, or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power, or remedy preclude any other or further
exercise thereof or the exercise of any other right, power, or remedy.
The remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to the Company or any Holder at
law, in equity, or otherwise.
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5.7.2 Any provision of this Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is
signed by the Company and the Required Holders; provided that no
amendment or waiver that is adverse to any Holder that owns more than
5% of the outstanding Common Stock shall be effective as to that
Holder prior to the three year anniversary of the date hereof without
such Holder's consent.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.
CENTRAL RESERVE LIFE CORPORATION
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CFO
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
INSURANCE PARTNERS, L.P.
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 SPASS
-------------------------------------
Name: Xxxxxx Spass
-----------------------------------
Title: President
----------------------------------
Address:
One Chase Xxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
13
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P.
By: Insurance GenPar (Bermuda), L.P.,
its general partner
By: Insurance GenPar MGP (Bermuda), L.P.,
its general partner
By: Insurance GenPar MGP (Bermuda), Inc.,
its general partner
By: /s/ XXXXXX SPASS
-------------------------------------
Name: Xxxxxx Spass
-----------------------------------
Title: President
----------------------------------
Address:
One Chase Xxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx & Xxxxxx
Copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
STRATEGIC ACQUISITION PARTNERS, LLC
By: /s/ XXX XXXXX
---------------------------------
Name: Xxx Xxxxx
-------------------------------
Title: President
------------------------------
Address:
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Copy to:
XxXxxxxxx, Will & Xxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, P.C.
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ XXXXX X. XXXXXX
--------------------------------------------
Xxxxx X. Xxxxxx
Address:
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Copy to:
XxXxxxxxx, Will & Xxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, P.C.
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ XXXXXXX X. XXXXXXXX
---------------------------------------------
Xxxxxxx X. Xxxxxxxx
Address:
0000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
MERCANTILE BANK OF NORTHERN ILLINOIS,
TRUSTEE OF THE CONSECO STOCK OPTION
DIRECTOR PLAN FBO
XXXXXXX XXXXXXXX #08590033
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Trust Officer
------------------------------------
Address:
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Copy to:
Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
18
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
MERCANTILE BANK OF NORTHERN ILLINOIS,
TRUSTEE OF THE CONSECO STOCK OPTION
DIRECTOR PLAN FBO
XXXXXXX XXXXXXXX #08590034
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------------------
Title: Trust Officer
------------------------------------
Address:
X.X. Xxx 00
Xxxxxxxx, Xxxxxxxx 00000
Copy to:
Xxxxxxx X. Xxxxxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
19
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ XXXXX XXXX
---------------------------------------------
Xxxxx Xxxx
Address:
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
20
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ XXX XXXXX
---------------------------------------------
Xxx Xxxxx
Address:
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
21
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
TURKEY VULTURE FUND XIII, LTD.
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Manager
---------------------------------------
Address:
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Copy to:
Xxxxxxx Xxxxxxx & Xxxxxx, P.L.L.
0000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxx X. Xxxxxx
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ XXXX X. XXXXXX
---------------------------------------------
Xxxx X. Xxxxxx
Address:
Xxxxxxx Xxxxxxx & Xxxxxx, P.L.L.
0000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxx 00000
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
KRANTZ FAMILY LIMITED PARTNERSHIP
By: /s/ XXXXX X. XXXXXX
------------------------------------------
Xxxxx X. Xxxxxx, its General Partner
Address:
Xxxxxxx Xxxxxxx & Xxxxxx, P.L.L.
0000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxx 00000
24
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
MEDICAL MUTUAL OF OHIO
By: /s/ XXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
--------------------------------------
Title: Corporate Secretary
-------------------------------------
Address:
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: General Counsel
25
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
UNITED PAYORS AND UNITED PROVIDERS, INC.
By: /s/ S. XXXXXX XXXXX
----------------------------------------
Name: S. Xxxxxx Xxxxx
--------------------------------------
Title: Vice President and CFO
-------------------------------------
Address:
0000 Xxxxxxxx Xxxx.
0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxx
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ XXXXXX X. XXXXXX
---------------------------------------------
Xxxxxx X. Xxxxxx
Address:
c/x Xxxx Partners
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
XXXXXX XXXXXXXX XXX
By: /s/ XXXXXX XXXXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxxxx, XXX
-------------------------------------
Title:
------------------------------------
Address:
c/x Xxxx Partners
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
28
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
LEG PARTNERS SBIC, L.P.
By: /s/ XXXXXXXX XXXXX
---------------------------------------
Name: President of Xxxxx XX II Corporation
-------------------------------------
Title: General Partner
------------------------------------
Address:
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxx
