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Exhibit 10.19
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is entered into and effective
as of March7, 2001, (the "Effective Date") by and among LendingTree, Inc. a
Delaware corporation (the "Corporation"), and each of the stockholders listed on
Schedule I attached hereto (each such stockholder, a "Stockholder").
WHEREAS, concurrently herewith, the Corporation has agreed to issue
shares of its Series A 8% Convertible Preferred Stock (the "Series A Preferred
Stock") to a group of investors (the "Investors"), the names of which are set
forth on Schedule I to the Series A 8% Convertible Preferred Stock Purchase
Agreement (the "Stock Purchase Agreement") dated of even date herewith among the
Corporation and the Investors;
WHEREAS, as an inducement to such Investors' agreement to purchase the
shares of Series A Preferred Stock pursuant to the Stock Purchase Agreement, the
Company and each of the Stockholders desire to enter into this Agreement with
respect to how shares of the Corporation's capital stock held by them shall be
voted with respect to certain matters.
NOW THEREFORE, in consideration of the above recitals and the mutual
covenants made herein, the parties hereby agree as follows:
1. Share Ownership.
1.1 Current Shares. Each Stockholder represents and warrants
to the Company and each other Stockholder that (i) such Stockholder is a record
or beneficial owner of the shares of capital stock or voting securities or
securities convertible into capital stock of the Company set forth opposite its
name on Schedule I attached hereto (the "Shares") with power to vote the Shares
or cause the Shares to be voted; (ii) the Shares set forth opposite its name on
Schedule I attached hereto constitute such Stockholder's entire interest in the
outstanding capital stock and voting securities or securities convertible into
capital stock of the Company other than shares that are subject to employee
stock options; and (iii) such Stockholder's address is accurately set forth on
the signature page attached hereto.
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1.2 New Shares. Each of the Stockholders agrees that any
shares of capital stock or voting securities, or securities convertible into
capital stock or voting securities, of the Company ("New Shares") that such
Stockholder purchases or with respect to which such Stockholder otherwise
acquires beneficial ownership after the date of this Agreement and prior to the
Expiration Date (as defined in Section 7) shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted Shares.
2. Voting Rights and Conversion Features of Series A Preferred
Stock. Prior to the Expiration Date, at every meeting of the stockholders of the
Company at which the matters described in this Section 2 are considered or voted
upon, and at every adjournment or postponement thereof, and on every action of
the Company with respect to the following matter, each of the Stockholders shall
vote, or, using such Stockholder's best efforts, and to the full extent legally
permitted, cause the holder of record to vote the Shares and any New Shares
(except those Shares or New Shares which are not voting securities), in favor of
any proposal seeking approval of (i) the general voting rights of the Series A
Preferred Stock described in the third sentence of Section 8 of the Certificate
of Designations, Preferences and Rights of Series A Preferred Stock, a form of
which is attached as Exhibit A hereto (the "Certificate of Designations"), and
(ii) the ability to convert the shares of Series A Preferred Stock into Common
Stock as described in Section 6(a) of the Certificate of Designations, and any
subsequent issuances of Common Stock upon any such conversion of the Series A
Preferred Stock, or in favor of any other proposal the purpose of which is to
seek approval of matters relating to the foregoing or the rights intended to be
afforded to the holders of the Series A Preferred Stock under the Certificate of
Designations that otherwise require approval of the Company's stockholders under
applicable rules of the Nasdaq Stock Market to be effective.
3. 2001 Stock Incentive Plan of LendingTree, Inc. Prior to the
Expiration Date, at every meeting of the Stockholders of the Company at which
the matter described in this Section 3 is considered or voted upon, and at every
adjournment or postponement thereof, and on every action with respect to the
following matter, each of the stockholders shall vote, or, using such
Stockholder's best efforts, and to the full extent legally permitted, cause the
holder of record to vote the Shares and any New Shares (except those Shares or
New Shares which are not voting securities), in favor of any proposal seeking
approval of the 2001 Stock Incentive Plan of LendingTree, Inc., attached hereto
as Exhibit B.
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4. Irrevocable Proxy. Each of the Stockholders hereby agrees
to concurrently deliver to the Company a duly executed proxy in the form
attached hereto as Exhibit C (the "Proxy"), such Proxy to cover the issued and
outstanding Shares and all issued and outstanding New Shares in respect of which
such Stockholder is the record holder and is entitled to vote at any meeting of
the stockholders of the Company (including, without limitation, any written
consent in lieu of a meeting) prior to the Expiration Date. In the event that
any of the Stockholders is unable to provide any such Proxy in a timely manner,
such Stockholder hereby grants the Company an irrevocable power of attorney to
execute and deliver such Proxy for and on behalf of such Stockholder, such power
of attorney, which being coupled with an interest, shall survive any transfer
(including by operation of law), death, disability, bankruptcy, or any other
such impediment of such Stockholder. Upon the execution of this Agreement by
each of the Stockholders, such Stockholder hereby revokes any and all prior
proxies or powers of attorney given by such Stockholder with respect to voting
of the Shares or any New Shares on the matters referred to in Section 2 hereof
and agrees not to grant any subsequent proxies or powers of attorney with
respect to the voting of the Shares or any New Shares on the matters referred to
in Section 2 hereof until after the Expiration Date and any attempt to do so
shall be void.
5. Notice to Transfer Agent. Each of the Stockholders
authorizes the Corporation to notify its transfer agent of the existence of this
Agreement and to take such other actions reasonably necessary to ensure
compliance with the provisions of this Agreement.
6. Representations, Warranties and Covenants of Stockholder.
Each of the Stockholders hereby represents, warrants and covenants to the
Company and each other Stockholder that such Stockholder has full power and
legal capacity to execute and deliver this Agreement and to perform his or her
obligations hereunder. This Agreement has been duly and validly executed and
delivered by such Stockholder and constitutes the valid and legally binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as may be limited by (i) the effect of
bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws
affecting or relating to the rights of creditors generally, or (ii) the rules
governing the availability of specific performance, injunctive relief or other
equitable remedies and general principles of equity, regardless of whether
considered in a proceeding in equity or at law. The execution and delivery of
this Agreement by such Stockholder does not, and the performance of such
Stockholder's obligations hereunder will not, result in any breach of or
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constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any right to terminate, amend,
accelerate or cancel any right or obligation under, or result in the creation of
any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which such Stockholder is a party or by which
such Stockholder or the Shares or New Shares are or will be bound or affected.
7. Expiration and Termination. As used herein, the term
"Expiration Date" shall mean the earlier to occur of (i) the date on which there
are no shares of Series A Preferred Stock outstanding or (ii) the date on which
the matters set forth in Section 2 hereof have been duly approved at a meeting
of the Company's stockholders by the holders of at least a majority of the
outstanding shares of the Company's common stock, or in any case otherwise by
the requisite number of votes required for such matter to be properly approved
under the applicable National Association of Securities Dealers, Inc. rules; it
being understood that the Company shall convene such meeting of the stockholders
as set forth in Section 7.6 of the Stock Purchase Agreement. This Agreement and
all obligations of each of the Stockholders hereunder shall terminate and shall
have no further force or effect as of the Expiration Date. The Proxy delivered
in connection herewith and all obligations of each of the Stockholders
thereunder shall terminate and shall have no further force or effect as of the
Expiration Date; it being understood, that, in the case of clause (ii) of the
definition of Expiration Date, such termination shall occur immediately as of
the time on the Expiration Date that the matters referred to in such clause (ii)
have been appropriately approved by the Company's stockholders.
8. Miscellaneous.
8.1 Binding Effect, Transfers and Assignment. Each of the
Stockholders agrees not to transfer, sell, exchange, pledge or otherwise dispose
of or encumber any of the Shares, or make any offer or agreement relating
thereto, at any time prior to the Expiration Date other than to a transferee
that agrees in writing to be bound by the terms of this Agreement, a copy of
which will be sent to the Company, and the proxy attached hereto. Each of the
Stockholders understands and agrees that if such Stockholder attempts to
transfer, vote or provide any other person with the authority to vote any of the
Shares prior to the Expiration Date other than in compliance with this
Agreement, the Company shall not, and each of the Stockholders hereby
unconditionally and irrevocably instructs the Company to not, permit any such
transfer on its books and records, issue a new certificate representing any of
the Shares or record such vote unless and until such Stockholder shall have
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complied with the terms of this Agreement. This Agreement and all of the
provisions hereof shall attach to the Shares and the New Shares and be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but, except as otherwise specifically provided
herein, neither this Agreement nor any of the rights, interests or obligations
of the parties hereto may be assigned by either of the parties without the prior
written consent of the other. This Agreement is intended to bind each of the
Stockholders solely as a securityholder of the Company only with respect to the
specific matters set forth herein.
8.2 Amendment and Modification. This Agreement may not be
modified, amended, altered or supplemented except by the execution and delivery
of a written agreement executed by the parties hereto.
8.3 Stockholder Capacity. No person executing this Agreement
who is or becomes during the term hereof a director of the Company makes any
agreement or understanding herein in his or her capacity as such director.
Furthermore, notwithstanding anything to the contrary contained in Sections 2
and 3 above, if any representative of any such Stockholder is a member of the
Company's Board of Directors, nothing in such sections shall be construed to
obligate such representative to act in such person's capacity as a director in
any manner that may conflict with such person's fiduciary duties as a director
of the Company.
8.4 Notices. All notices, requests, demands or other
communications that are required or may be given pursuant to the terms of this
Agreement shall be in writing and shall be deemed to have been duly given (a)
when delivered, if delivered by hand, (b) one business day after transmitted, if
transmitted by a nationally recognized overnight courier service, (c) when
telecopied, if telecopied (which is confirmed), or (d) three business days after
mailing, if mailed by registered or certified mail (return receipt requested),
to the parties at the following addresses:
(1) If to a Stockholder, at the address set forth
below such Stockholder's signature at the end hereof.
(2) if to the Company, to:
LendingTree, Inc.
00000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
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Attention: Chief Financial Officer
Attention: General Counsel
Attention: Controller
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxxxx, Esq.
Fax: (000) 000-0000
Telephone: (000) 000-0000
or to such other address as any party hereto may designate for itself by notice
given as herein provided.
8.5 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OR CHOICE OF LAW RULES OF
ANY JURISDICTION. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
CONSENT TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK AND OF THE UNITED STATES OF AMERICA LOCATED IN THE COUNTY OF NEW
YORK, NEW YORK (THE "NEW YORK COURTS") FOR ANY LITIGATION ARISING OUT OF OR
RELATING TO THE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, WAIVE ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE NEW YORK COURTS
AND AGREE NOT TO PLEAD OR CLAIM IN ANY NEW YORK COURT THAT SUCH LITIGATION
BROUGHT THEREIN HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
8.6 Entire Agreement. This Agreement and the Proxy contain the
entire understanding of the parties in respect of the express subject matter
hereof, and supersede all prior negotiations and understandings between the
parties with respect to such subject matter.
8.7 Scope of Agreement; Specific Performance. Each Stockholder
hereto agrees and acknowledges that any agreement made by, or obligation of, it
hereunder shall be for the benefit of each other Stockholder party hereto, as
well as the Company. Each party hereto, in addition to being entitled to
exercise all rights provided herein or granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement, including with respect to any stockholder seeking performance by
another stockholder of such other stockholder's
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obligations hereunder. Each party hereto hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it of the provisions of this Agreement and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be adequate.
8.8 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.
8.9 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
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
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Voting Agreement, or have caused this Voting Agreement to be fully executed on
their behalf as of the date first set forth above.
LENDINGTREE, INC.
By:_____________________________
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
and Chief Operating Officer
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
SPECIALTY FINANCE PARTNERS
By: Capital Z Financial Services Fund II,
L.P.
By: Capital Z Partners, Ltd.,
its ultimate General Partner
By: _________________________________
Name:
Title:
Specialty Finance Partners
------------------------------------------
(Print Name of Xxxxxxxxxxx)
00 Xxxxxxxx Xxxxxx
------------------------------------------
(Print Street Address)
Xxx Xxxx, XX 00000
------------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
------------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 3,956,420
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _______________________________
The Union Labor Life Insurance Company
on behalf of its Separate Account P
-------------------------------------------
(Print Name of Stockholder)
000 Xxxxxxxxxx Xxxxxx, X.X.
-------------------------------------------
(Print Street Address)
Xxxxxxxxxx, XX 00000
-------------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
-------------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 1,850,604
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
------------------------------------
(Signature)
Xxxxxxx X. Xxxxx
------------------------------------
(Print Name of Stockholder)
c/o LendingTree Inc.
00000 Xxxxxxxx Xxxxx
------------------------------------
(Print Street Address)
Xxxxxxxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 281,428
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
---------------------------------------------
(Signature)
Xxxxxxx X. Xxxxx & Xxxx X. Xxxxx Xx Ten WROS
---------------------------------------------
(Print Name of Stockholder)
c/o LendingTree, Inc.
00000 Xxxxxxxx Xxxxx
-----------------------------------------------
(Print Street Address)
Xxxxxxxxx, XX 00000
-----------------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
-----------------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 589,280
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
-----------------------------------------
(Signature)
The Lebda Family 1999 Irrevocable Trust
(Print Name of Stockholder)
c/o LendingTree, Inc.
00000 Xxxxxxxx Xxxxx
------------------------------------------
(Print Street Address)
Xxxxxxxxx, XX 00000
------------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
------------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 88,900
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
-----------------------------------------
(Signature)
FBO W. Xxxxx Xxxxx, Xx. XXX Delaware
-----------------------------------------
Charter Guarantee & Trust Co. Trustee
-----------------------------------------
(Print Name of Stockholder)
c/o Vectra Management Group
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
-----------------------------------------
(Print Street Address)
Xxx Xxxx, XX 00000
-----------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
-----------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 69,778
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
------------------------------------
(Signature)
W. Xxxxx Xxxxx, Xx.
------------------------------------
(Print Name of Stockholder)
c/o Vectra Management Group
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
------------------------------------
(Print Street Address)
Xxx Xxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 525,127
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
------------------------------------
(Signature)
Xxxxxxx X. Field
------------------------------------
(Print Name of Stockholder)
00 Xxxxxx Xxx., Xxxxx 000
------------------------------------
(Print Xxxxxx Xxxxxxx)
Xxx Xxxxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 427,931
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _____________________________
Xxxxxxxx X. Xxxxx
------------------------------------
(Print Name of Stockholder)
00 Xxxx 00xx Xxxxxx - 0xx Xxxxx
------------------------------------
(Print Street Address)
Xxx Xxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 70,556
State of Residence: New York
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _______________________________
Prudential Securities C/F Xxxxx X. Xxxx--XXX Rollover
------------------------------------------------------
(Print Name of Stockholder)
c/o LendingTree, Inc.
00000 Xxxxxxxx Xxxxx
------------------------------------------------------
(Print Street Address)
Xxxxxxxxx, XX 00000
------------------------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
------------------------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 25,400
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _____________________________
Xxxxx X. and Xxx X. Xxxx
------------------------------------
(Print Name of Stockholder)
c/o LendingTree, Inc.
00000 Xxxxxxxx Xxxxx
------------------------------------
(Print Street Address)
Xxxxxxxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 13,756
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _____________________________
Xxxxx X. Xxxx
------------------------------------
(Print Name of Stockholder)
c/o LendingTree, Inc.
00000 Xxxxxxxx Xxxxx
------------------------------------
(Print Street Address)
Xxxxxxxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
(000) 000-0000
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 21,960
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _____________________________
General Electric Capital Residential
------------------------------------
Connections Corporation
------------------------------------
(Print Name of Stockholder)
Attention: Xxxxx Xxxxxxxxx
0000 Xxx Xxxxx Xxxx
------------------------------------
(Print Street Address)
Xxxxxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 1,266,053
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _______________________________
General Electric Capital Assurance Company
---------------------------------------------
(Print Name of Stockholder)
Attention: Xxxxx Xxxxxxxxx
0000 Xxx Xxxxx Xxxx
---------------------------------------------
(Print Street Address)
Xxxxxxx, XX 00000
---------------------------------------------
(Print City, State and Zip Code)
---------------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 316,514
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _____________________________
Xxxxx Xxxxxx Xxxx 0000, X.X.
------------------------------------
(Print Name of Stockholder)
Attention: P. Xxxxxxxx Xxxxxxxxx
00 Xxxxx Xxxxxx
------------------------------------
(Print Street Address)
Xxx Xxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 142,429
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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Stockholder
By:_________________________________
Name: ______________________________
Title: _____________________________
The Xxxxxxx Sachs Group, Inc.
------------------------------------
(Print Name of Stockholder)
Attention: P. Xxxxxxxx Xxxxxxxxx
00 Xxxxx Xxxxxx
------------------------------------
(Print Street Address)
Xxx Xxxx, XX 00000
------------------------------------
(Print City, State and Zip Code)
------------------------------------
(Print Telephone Number)
Total Number of the Company's common shares owned directly on the date hereof:
Common shares: 1,281,881
State of Residence:
---------------------------------
[SIGNATURE PAGE TO VOTING AGREEMENT]
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SCHEDULE I
------------------------------------------------------------------------------------------------------
Common Stock Percent of
Shares Outstanding
Shares
------------------------------------------------------------------------------------------------------
Specialty Finance Partners 3,956,420 21.1%
------------------------------------------------------------------------------------------------------
The Union Labor Life Insurance Company on behalf of its Separate 1,850,604 9.9%
Account P
------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx 281,428 1.5%
------------------------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxx & Xxxx X. Xxxxx Xx Ten WROS 589,280 3.1%
------------------------------------------------------------------------------------------------------
The Lebda Family 1999 Irrevocable Trust 88,900 0.5%
------------------------------------------------------------------- -----------------
FBO W. Xxxxx Xxxxx, Xx. XXX Delaware Charter Guarantee & Trust 69,778 0.4%
Co. Trustee
------------------------------------------------------------------- -----------------
W. Xxxxx Xxxxx, Xx. 525,127 2.8%
------------------------------------------------------------------- -----------------
Xxxxxxx X. Field 427,931 2.3%
------------------------------------------------------------------- -----------------
Xxxxxxxx X. Xxxxx 70,556 0.4%
------------------------------------------------------------------- -----------------
Prudential Securities C/F Xxxxx X. Xxxx - XXX Rollover 25,400 0.1%
------------------------------------------------------------------- -----------------
Xxxxx X. and Xxx X. Xxxx 13,756 0.1%
------------------------------------------------------------------- -----------------
Xxxxx X. Xxxx 21,960 0.1%
------------------------------------------------------------------- -----------------
GE Capital Residential Connections Corporation 1,266,053 6.8%
------------------------------------------------------------------- -----------------
General Electric Capital Assurance Company 316,514 1.7%
------------------------------------------------------------------- -----------------
Xxxxx Xxxxxx Xxxx 0000, X.X. 142,429 0.8%
------------------------------------------------------------------- -----------------
The Xxxxxxx Xxxxx Group, Inc. 1,281,881 6.8%
------------------------------------------------------------------- -----------------
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------------------------------------------------------------------- -----------------
10,928,017 58.40%
------------------------------------------------------------------- -----------------
Total Common Stock Outstanding 18,737,441
------------------------------------------------------------------- -----------------
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EXHIBIT A
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF SERIES A PREFERRED STOCK
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EXHIBIT B
2001 STOCK INCENTIVE PLAN OF LENDINGTREE, INC.
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EXHIBIT C
IRREVOCABLE PROXY
TO VOTE SHARES OF
LENDINGTREE, INC.
The undersigned stockholder of LendingTree, Inc., a Delaware
corporation (the "Company"), hereby irrevocably appoints Xxxxx X. Xxxx or Xxxx
Xxxxx or any other designee of the Company as the sole and exclusive attorney
and proxy of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting rights (to the full extent that
the undersigned is entitled to do so) with respect to all of the issued and
outstanding shares of capital shares of the Company that now are owned of record
by the undersigned (collectively, the "Shares"), in accordance with the terms of
this Irrevocable Proxy. The Shares owned of record by the undersigned
stockholder of the Company as of the date of this Irrevocable Proxy are listed
on the final page of this Irrevocable Proxy. Upon the undersigned's execution of
this Irrevocable Proxy, any and all prior proxies given by the undersigned with
respect to the voting of any Shares on the matters referred to in the third full
paragraph of this Irrevocable Proxy are hereby revoked and the undersigned
agrees not to grant any subsequent proxies with respect to such matters until
after the Expiration Date (as defined below).
This proxy is irrevocable, is coupled with an interest and is
granted in consideration of the investment in the Company of an aggregate of
$24,350,000 pursuant to the Series A 8% Convertible Preferred Stock Purchase
Agreement, dated March 7, 2001 (the "Stock Purchase Agreement") by the Investors
named therein. All terms used herein but not otherwise defined herein shall have
the meaning ascribed thereto in that certain Voting Agreement, by and between
LendingTree, Inc. and each of the stockholders named therein, dated March 7,
2001 (the "Voting Agreement").
The attorney and proxy named above is hereby authorized,
empowered and directed by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting rights of the undersigned with respect to the Shares
(including, without limitation, the power to execute and deliver written
consents), at every annual, special or adjourned meeting of the stockholders of
the Company in favor of any proposal seeking approval of the matters referred to
in Section 2 of the Voting Agreement, including approval of (i) the general
voting rights of the Series A Preferred Stock described in the third sentence of
Section 8 of the Certificate of
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Designations and (ii) the ability to convert the shares of Series A Preferred
Stock into Common Stock as described in Section 6(a) of the Certificate of
Designations, Preferences and Rights of Series A Preferred Stock, a form of
which is attached as Exhibit A to the Voting Agreement.
The attorney and proxy named above may not exercise this
Irrevocable Proxy on any other matter except as provided above. The undersigned
stockholder may vote the Shares on all other matters.
All authority herein conferred shall survive the death or
incapacity of the undersigned and any obligation of the undersigned hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
[Signature Page Follows]
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This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: March , 2001
SPECIALTY FINANCE PARTNERS
By: Capital Z Financial Services Fund II,
L.P.
By: Capital Z Partners, Ltd.,
its ultimate General Partner
By: _________________________________
Name:
Title:
Specialty Finance Partners
------------------------------------------
(Print Name of Stockholder)
Shares owned of record:
3,956,420 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
32
This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: March , 2001
By:_________________________________
Name: ______________________________
Title: _______________________________
The Union Labor Life Insurance Company, on
behalf of its Separate Account P
-------------------------------------------
(Print Name of Stockholder)
Shares owned of record:
1,850,604 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
33
This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: March __, 2001
------------------------------------
(Signature of Stockholder)
Xxxxxxx X. Xxxxx
------------------------------------
(Print Name of Stockholder)
Shares owned of record:
281,428 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
34
This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: March __, 2001
-----------------------------------------
(Signature of Stockholder)
Xxxxxxx X. Xxxxx & Xxxx X. Xxxxx Xx Ten
----------------------------------------
WROS
-----------------------------------------
(Print Name of Stockholder)
Shares owned of record:
589,280 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
35
This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: March __, 2001
-----------------------------------------
(Signature of Stockholder)
The Lebda Family 1999 Irrevocable Trust
-----------------------------------------
(Print Name of Stockholder)
Shares owned of record:
88,900 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
36
This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: March __, 2001
------------------------------------
(Signature of Stockholder)
W. Xxxxx Xxxxx, Xx.
------------------------------------
(Print Name of Stockholder)
Shares owned of record:
525,127 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
37
This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: March __, 2001
---------------------------------------
(Signature of Stockholder)
FBO W. Xxxxx Xxxxx, Xx. XXX Delaware
---------------------------------------
Charter Guarantee & Trust Co. Trustee
---------------------------------------
(Print Name of Stockholder)
Shares owned of record:
69,778 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
38
This Irrevocable Proxy is coupled with an interest as
aforesaid and is irrevocable.
Dated: March __, 2001
------------------------------------
(Signature of Stockholder)
Xxxxxxx X. Field
------------------------------------
(Print Name of Stockholder)
Shares owned of record:
427,931 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
39
This Irrevocable Proxy is coupled with an interest as aforesaid and is
irrevocable.
Dated: March __, 2001
------------------------------------
(Signature of Stockholder)
Xxxxxxxx X. Xxxxx
------------------------------------
(Print Name of Stockholder)
Shares owned of record:
70,556 Common Shares of the Company
[SIGNATURE PAGE TO IRREVOCABLE PROXY]
