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EXHIBIT 1
VOTING AGREEMENT
This VOTING AGREEMENT (the "AGREEMENT") is entered into as of July 1,
1998, 1998, 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 (or who may hereafter become a party
hereto pursuant to the terms hereof).
WHEREAS, pursuant to the Amended and Restated Stock Purchase Agreement
dated as of March 30, 1998, by and among the Company and certain purchasers
identified therein (the "STOCK PURCHASE AGREEMENT"), the Company shall issue
7,300,000 shares of common stock, without par value, of the Company and
warrants to purchase up to 3,650,000 shares of common stock of the Company (the
"WARRANT SHARES");
WHEREAS, upon closing of the transactions contemplated by the Stock
Purchase Agreement (the "CLOSING DATE"), the shares purchased thereunder shall
constitute a majority of the common stock of the Company; and
WHEREAS, the parties desire to regulate certain aspects of their
relationship as holders of common stock of the Company.
NOW THEREFORE, in consideration of the agreements and covenants herein
contained and for other good and valuable consideration, 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:
"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" and 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.
"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.
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"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.
"DESIGNEE" shall mean an individual designated for election
to the Board of Directors by IP Delaware, SAP, or Xxxxxxx pursuant to
Section 2.1 of this Agreement.
"EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated by the SEC
thereunder.
"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 by
executing a joinder agreement in the form of Exhibit A hereto.
"INDEPENDENT DIRECTOR" shall mean a director meeting the
standards of an "independent director" as defined in Rule 4200(a) of
the rules of the NASD as of the Closing Date.
"IP" shall mean, collectively, IP Bermuda and IP Delaware.
"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 the foregoing, and the
respective limited partners of IP Delaware and IP Bermuda.
"IP GROUP CLOSING DATE SHARES" shall mean the number of
shares of Common Stock owned by the IP Group as of the date of this
Agreement as set forth on Exhibit B hereto.
"LICK EMPLOYMENT AGREEMENT" shall mean that certain
Employment Agreement, dated as of December 15, 1997, between the
Company and Xxxx Lick, Jr.
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"XXXXXXX" shall mean Turkey Vulture Fund, III, Ltd. an Ohio
limited liability company.
"XXXXXXX GROUP" shall mean Xxxxxxx, its Affiliates, and their
respective officers, directors, and employees (and members of their
respective families and trusts for the primary benefit of such family
members).
"XXXXXXX GROUP CLOSING DATE SHARES" shall mean the number of
shares of Common Stock owned by the Xxxxxxx Group as of the date of
this Agreement as set forth on Exhibit B hereto.
"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.
"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.
"SAP" shall mean Strategic Acquisition Partners, LLC, a
Nevada limited liability company.
"SAP GROUP" shall mean SAP, its Affiliates, and their
respective officers, directors, and employees, Xxxxx X. Xxxxxx,
Xxxxxxx X. Xxxxxxxx, Xxxxx Xxxx and Xxx Xxxxx (and members of their
respective families and trusts for the primary benefit of such family
members).
"SAP GROUP CLOSING DATE SHARES" shall mean the number of
shares of Common Stock owned by the SAP Group as of the date of this
Agreement as set forth on Exhibit B hereto.
"STOCKHOLDERS AGREEMENT" shall mean that certain Stockholders
Agreement, dated as of July 1, 1998, among the Company and the various
stockholders party thereto from time to time.
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ARTICLE II
ELECTION OF DIRECTORS
SECTION 2.1 Board of Directors.
(a) The Holders shall cause the Board of Directors of the Company
to consist of nine directors, some or all, as applicable, of whom shall consist
of the following individuals:
(i) IP Designees. Four individuals designated by IP, so
long as the IP Group shall own a number of shares of Common Stock
equal to at least 75% of the IP Group Closing Date Shares; three
individuals designated by IP, so long as the IP Group shall own a
number of shares of Common Stock equal to at least 50%, but less than
75%, of the IP Group Closing Date Shares; two individuals designated
by IP, so long as the IP Group shall own a number of shares of Common
Stock equal to at least 25%, but less than 50%, of the IP Group
Closing Date Shares; and one individual designated by IP, so long as
the IP Group shall own a number of shares of Common Stock equal to at
least 10%, but less than 25%, of the IP Group Closing Date Shares;
(ii) SAP Designees. Two individuals designated by SAP, so
long as the SAP Group shall own a number of shares of Common Stock
equal to at least 50% of the SAP Closing Date Shares; and one
individual designated by SAP, so long as the SAP Group shall own a
number of shares of Common Stock equal to at least 10%, but less than
50%, of the SAP Group Closing Date Shares;
(iii) Xxxxxxx Designee. One individual designated by
Xxxxxxx, so long as the Xxxxxxx Group shall own a number of shares of
Common Stock equal to at least 25% of the Xxxxxxx Group Closing Date
Shares;
(iv) Xxxxxxxx. Xxxx Xxxxxxxx, until the earlier to occur
of (A) December 31, 1999, or (B) the first date as of which the
Company does not have a class of equity securities registered under
either Section 12(b) or 12(g) of the Exchange Act; and
(v) Lick. Xxxx Lick, Jr. until the earlier to occur of
(A) December 31, 1999, (B) termination of his employment under the
Lick Employment Agreement, or (C) the first date as of which the
Company does not have a class of equity securities registered under
either Section 12(b) or 12(g) of the Exchange Act;
provided, however, that until the first date as of which the Company
does not have a class of equity securities either registered under
Section 12(b) or 12(g) of the Exchange Act, at least two of the
individuals elected to the Board of Directors shall constitute
Independent Directors; and provided further, that (i) none of IP, SAP
or
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Xxxxxxx shall be required to designate an individual that constitutes
an Independent Director so long as two individuals who constitute
Independent Directors are nominated to serve as directors and SAP, IP
and Xxxxxxx vote for their election; provided, that if the Company has
cumulative voting with respect to the election of its directors, the
SAP Group, IP Group and Xxxxxxx Group shall be permitted to vote in
favor of the SAP Designees, IP Designees and Xxxxxxx Designee as
provided in this Section 2.1(a) to the extent necessary to ensure the
election of such Designees prior to casting any votes in favor of such
Independent Directors; (ii) in the event one or two of the individuals
to be designated pursuant to the foregoing provisions must constitute
an Independent Director in order to meet the requirements of the
immediately preceding proviso, then, first, IP shall designate as one
of its designees an individual that constitutes an Independent
Director, and, second, SAP shall designate as one of its designees an
individual that constitutes an Independent Director.
(b) For purposes of the foregoing provisions and Section 2.2, in
determining whether any person or group owns a specified number of shares of
Common Stock for purposes of comparison to the number of shares owned by a
person or group on the Closing Date, appropriate adjustment shall be made in
each case to give effect to any stock splits, dividends or combinations.
(c) If, prior to his election to the Board of Directors of the
Company pursuant to Section 2.1, any designee shall be unable or unwilling to
serve as a director of the Company, the Holder or Holders who designated such
Designee shall be entitled to nominate a replacement who shall then be a
Designee for purposes of this Section 2.1. If, following an election to the
Board of Directors of the Company pursuant to Section 2.1, any Designee shall
resign or be removed or be unable to serve for any reason prior to the
expiration of his term as a director of the Company, the Holder or Holders who
designated such Designee shall, within thirty (30) days of such event, notify
the Board of Directors of the Company in writing of a replacement Designee, and
either (i) the Holders shall vote their shares of Common Stock, at any regular
or special meeting called for the purpose of filling positions on the Board of
Directors of the Company or in any written consent executed in lieu of such a
meeting of stockholders, and shall take all such other actions necessary to
ensure the election to the Board of Directors of the Company of such
replacement Designee to fill the unexpired term of the Designee who such new
Designee is replacing or (ii) the Holders shall cause the Board of Directors to
elect such replacement Designee to fill the unexpired term of the Designee who
such new Designee is replacing subject to any fiduciary duties of the Board of
Directors. If any Holder requests that any Designee designated by such Holder
be removed as a Director (with or without cause) by written notice thereof to
the Company, then the Company shall take all actions necessary to effect, and
each of the Holders shall vote all of its capital stock in favor of, such
removal upon such request.
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(d) Each Holder shall vote its shares of Common Stock at any
regular or special meeting of stockholders of the Company or in any written
consent executed in lieu of such a meeting of stockholders and shall take all
other actions necessary to give effect to the agreements contained in this
Agreement (including, without limitation, the election of Designees as directors
as described herein) and to ensure that the certificate of incorporation and
bylaws as in effect immediately following the date hereof do not, at any time
thereafter, conflict in any respect with the provisions of this Agreement. In
order to effectuate the provisions of this Section 2.1, each Holder hereby
agrees that when any action or vote is required to be taken by such Holder
pursuant to this Agreement, such Holder shall use its best efforts to call, or
cause the appropriate officers and directors of the Company to call, a special
or annual meeting of stockholders of the Company, as the case may be, or execute
or cause to be executed a consent in writing in lieu of any such meetings
pursuant to applicable law.
SECTION 2.2 Continued Listing. Until the three year
anniversary of the Closing Date, each Holder shall vote its shares of Common
Stock in such manner that the Company shall not be voluntarily delisted from
the Nasdaq National Market, except (y) in connection with (1) a transaction
that would constitute a "Rule 13e-3 transaction" (as that term is defined under
Rule 13e-3 under the Exchange Act as in effect on the date hereof) with respect
to the Common Stock or (2) any other transaction that, if it were effected by
the Company or an affiliate thereof, would constitute a "Rule 13e-3
transaction" (as so defined) with respect to the Common Stock, or (z) if the
Company becomes listed on a national securities exchange.
SECTION 2.3 Proxy. Each Holder hereby grants to each of IP
Delaware, SAP and Xxxxxxx, with full powers of substitution, an irrevocable
proxy coupled with an interest as may be necessary to permit each of IP
Delaware, SAP and Xxxxxxx, to vote the shares of the Holder granting such proxy
in accordance with the requirements of Section 2.1 (by written consent or
otherwise) in event the Holder fails to vote its shares of Common Stock as
required under Section 2.1 within ten (10) days after notice from the party
holding such proxy requesting such a vote.
SECTION 2.4 Cumulative Voting. As promptly as practicable
following the Closing Date, the Holders shall vote in favor of an amendment to
the Company's Articles of Incorporation, Code of Regulations or Bylaws, as the
case may be, to eliminate cumulative voting in the election of directors, and
shall take all additional action as may be necessary under the Ohio General
Corporation Law to effect any such amendment, including causing the Company to
file such amendment with the Ohio Secretary of State.
SECTION 2.5 Proxy Statement. In connection with any annual
meeting of the stockholders or special meeting of the stockholders of the
Company called for the election of directors, the Company shall prepare and
file, if required, with the Securities and Exchange Commission (the
"COMMISSION") a proxy statement relating to such meeting
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(together with any amendments thereof or supplements thereto, the "PROXY
STATEMENT") which shall include the recommendation of the Board in favor of
electing the directors specified in Section 2.1. Except in the event of
termination of this Agreement, no modification or withdrawal of such
recommendation shall release the Company of its obligation to submit the
election of directors specified in Section 2.1 to its stockholders for their
vote in accordance with applicable law. The Company shall use reasonable
efforts to assure the election of the directors specified in Section 2.1.
ARTICLE III
RESTRICTIONS ON TRANSFER
SECTION 3.1 Restrictions Upon Transfer. No Holder may
effect, cause to be effected or permit any voluntary or involuntary sale,
assignment or transfer of any shares of Common Stock or Common Stock
Equivalents or any interest therein (a "TRANSFER"), except for Transfers
pursuant to an effective registration statement or pursuant to Rule 144 under
the Securities Act, unless the transferee agrees to be bound by the provisions
of this Agreement and the Stockholders Agreement and such Transfer is, where
applicable, made in compliance with the terms of the Stockholders Agreement;
provided, that the Warrants and the Warrant Shares shall not be subject to this
Agreement upon the Transfer to a beneficial owner other than IP, SAP, or
Xxxxxxx and their respective affiliates; provided further, that nothing
contained herein shall restrict the sale, assignment or transfer of any
warrants issued by the Company pursuant to the Credit Agreement dated December
16, 1997 by and between the Company and SAP. Any Transfer not complying with
the provisions of this Agreement shall be void ab initio, shall not be
effective for any purpose and any purported transferee of such a Transfer shall
not acquire any right or interest in such Common Stock or the Company.
SECTION 3.2 Restrictive Legends.
(a) For the term of this Agreement, each certificate
representing the shares of Common Stock or Common Stock Equivalents subject
hereto, and each instrument or certificate issued upon exchange or transfer
thereof, shall be stamped or otherwise imprinted with the following legend:
"THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
SUBJECT TO TRANSFER RESTRICTIONS, VOTING LIMITATIONS, AND OTHER TERMS
AND CONDITIONS CONTAINED IN A VOTING AGREEMENT DATED JULY 1, 1998 BY
AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY."
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(b) In addition, each certificate representing shares of
Common Stock or Common Stock Equivalents subject hereto and each instrument or
certificate issued upon exchange or Transfer thereof shall be stamped or
otherwise imprinted with any and all legends required by applicable state and
federal securities laws.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1 Term. The term of this Agreement shall begin on
the Closing Date and shall remain in effect until the five (5) year anniversary
of the Closing Date.
SECTION 4.2 Amendment. 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 such
amendment or waiver: (i) 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 (3) year anniversary of the Closing Date without the consent of such
Holder or (ii) shall amend Section 2.1(a)(iv), Section 2.1(a)(v), the first
proviso of Section 2.1(a) or Section 2.2 unless approved by a majority of the
Independent Directors.
SECTION 4.3 Successors and Assigns. All covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto including any and all subsequent Holders from
time to time.
SECTION 4.4 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of Ohio, as
applicable to contracts executed and to be performed entirely in such state.
SECTION 4.5 Entire Agreement. Except as provided below, this
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and may not be modified or amended except in writing.
SECTION 4.6 Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
SECTION 4.7 Enforcement.
(a) The Holders each acknowledge and agree that irreparable
damage will occur if any of the provisions of this Agreement are not complied
with in accordance with
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their specific terms. Accordingly, the Company will be entitled to an
injunction to prevent breached of this Agreement and to enforce specifically
its provisions in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which the Company
may be entitled at law or in equity.
(b) No failure or delay on the part of any party in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.
SECTION 4.8 Severability. In case any provision of 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.
SECTION 4.9 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
or in any joinder agreement.
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.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed on its behalf by its duly authorized officers, all as of
the day and year first above written.
CENTRAL RESERVE LIFE CORPORATION
By: /s/ XXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CFO
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SIGNATURE PAGE TO VOTING 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
12
SIGNATURE PAGE TO VOTING 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
13
SIGNATURE PAGE TO VOTING AGREEMENT
STRATEGIC ACQUISITION PARTNERS, LLC
By: /s/ XXX XXXXX
--------------------------------------
Name: Xxx Xxxxx
------------------------------------
Title: President
-----------------------------------
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 VOTING 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 VOTING AGREEMENT
/s/ XXXXXXX X. XXXXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
Address:
0000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
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SIGNATURE PAGE TO VOTING 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
17
SIGNATURE PAGE TO VOTING 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
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SIGNATURE PAGE TO VOTING AGREEMENT
/s/ XXXXX XXXX
-----------------------------------------
Xxxxx Xxxx
Address:
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
19
SIGNATURE PAGE TO VOTING AGREEMENT
/s/ XXX XXXXX
-----------------------------------------
Xxx Xxxxx
Address:
0000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
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SIGNATURE PAGE TO VOTING 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 VOTING 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 VOTING AGREEMENT
MEDICAL MUTUAL OF OHIO
By: /s/ XXXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
-----------------------------------
Title: Corporate Secretary
----------------------------------
Medical Mutual of Ohio
Address:
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: General Counsel
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SIGNATURE PAGE TO VOTING AGREEMENT
UNITED PAYORS AND UNITED PROVIDERS, INC.
By: /s/ S. XXXXXX XXXXX
-------------------------------------
Name: S. Xxxxxx Xxxxx
-----------------------------------
Title: V.P. and CFO
----------------------------------
Address:
0000 Xxxxxxxx Xxxx.
0xx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxx
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SIGNATURE PAGE TO VOTING 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 VOTING AGREEMENT
XXXXXX XXXXXXXX XXX
By: /s/ XXXXXX XXXXXXXX, XXX
-------------------------------------
Name: Xxxxxx Xxxxxxxx, XXX
-----------------------------------
Title:
----------------------------------
Address:
c/x Xxxx Partners
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
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SIGNATURE PAGE TO VOTING AGREEMENT
LEG PARTNERS SBIC, L.P.
By: /s/ XXXXXXXX XXXXX
----------------------------------------
Name: President of Xxxxx X.X. II Corporation
--------------------------------------
Title: General Partner
-------------------------------------
Address:
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxx
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SIGNATURE PAGE TO VOTING AGREEMENT
XXXXXX 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
