UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
NUMED HOME HEALTH CARE, INC. Case No. 98-2354-CIV-T-17F
Plaintiff,
vs.
TURKEY VULTURE FUND XIII, LTD.,
Defendant/Counterclaimant,
vs.
XXXXX X. XXXXXX, et al.,
Counterclaim Defendants.
/
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MEDIATION AND SETTLEMENT AGREEMENT
The parties hereby agree as follows:
1. The Company shall propose in its proxy for the 1998 Annual
Shareholders Meeting: (i) a slate of the following six directors:
Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X.
Xxxxxxx, X. Xxxxxxx Xxxxxx and Xxxxxx X. Xxxxx; (ii) the elimination of
the classified Board of Directors; and (iii) that the 1998 Annual
Shareholders Meeting of NuMed Home Health Care, Inc. shall be held on
January 28, 1999.
2. The parties agree to vote all their shares which are eligible to
vote in favor of the slate of Directors proposed in the Company's proxy.
3. Turkey Vulture Fund shall (i) provide a letter for inclusion in the
Company's proxy package regarding the withdrawal of their solicitation;
(ii) file a withdrawal of their proxy statement with the SEC concurrent
with the mailing of the Company's
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proxy statement; (iii) cause its three nominees to complete the
Company's Directors and Officers' Questionnaire prior to the filing of
the definitive proxy statement.
4. The parties agree to take all appropriate steps pursuant to
applicable law necessary to enter into a Stock Purchase Agreement for
the purchase of 744,680 shares of common stock in NuMed Home Health
Care, Inc. directly from the Company from its currently authorized but
unissued stock for $350,000.00 in cash with the closing to occur within
two days of the shareholders' approval.
5. The Board of Directors elected at the 1998 Annual Shareholders
Meeting shall appoint and the Company shall hire one of the big six
accounting firms to act as its auditor.
6. Turkey Vulture Fund and Xxxxx X. Xxxxxx agree not to vote their
respective 744,680 shares at the 1998 Annual Shareholders Meeting.
7. The parties agree to take all appropriate steps pursuant to
applicable law necessary to enter into a standstill agreement on proxy
fights only through the year 2000 Annual Shareholders Meeting to be held
after March 31, 2000, pursuant to which the parties will agree that they
will not directly or indirectly, through representatives or otherwise,
solicit, negotiate with or in any manner, encourage, discuss, accept or
consider any proposal to engage in a proxy contest with the Company.
8. The parties shall each dismiss their claims with prejudice, each
party to bear its own fees and costs. The plaintiff shall pay one half
and the defendant shall pay one-half of all fees and expenses associated
with the mediation of this matter, except for the fees of each parties'
respective counsel which shall be paid separately by each party.
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DATED this 6th day of January, 1999.
NUMED HOME HEALTH CARE, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Its: CEO, President
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/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxxxxxx
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XXXXX X. XXXXXXXXXX
XXXXX & XXXXXXX ON BEHALF OF
XXXXXX X. XXXXX AND XXXXXX X.
XXXXXX, AS COUNTERCLAIM
DEFENDANTS
By: /s/ Xxxxx X. Xxxxxx
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TURKEY VULTURE FUND XIII, LTD.
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Managing Member
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XXXXXXX, XXXXXXX & XXXXXX, P.L.L.
By: /s/ Xxxxx X. Xxxxxxxxx
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/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
MEDIATOR
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