Exhibit 10.79b
IRREVOCABLE PROXY
PROXY effective as of June 9, 1999 by and between XXXXX X. XXXXX ("Xxxxx"),
an individual having an address at 0000 X. Xxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxx
00000, and XXXXXX X. XXXXX ("Xxxxx"), an individual having an address at c/o RWM
Management Company, Box I, Tiburon, California 94920.
W I T N E S S E T H:
WHEREAS, Xxxxx and Xxxxx have entered into a Voting Agreement dated as of
June 9, 1999 (the "Voting Agreement"), pursuant to which, inter alia, Xxxxx has
agreed to give Xxxxx, subject to the terms and conditions contained therein, a
proxy, which shall be irrevocable for two (2) years, to vote his 281,956 shares
of Class A Common Stock, $.01 par value ("Class A Common Stock") of The WellCare
Management Group, Inc. (the "Company"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings given to them in the Voting
Agreement; and
WHEREAS, Sections 609 and 620(a) of the New York Business Corporation Law
permit the granting of a voting proxy by a shareholder entitled to vote at a
meeting of shareholders or express consent or dissent without a meeting, and
that such voting proxy may be irrevocable if held by a person designated by or
under an agreement between two or more shareholders in writing and signed by the
parties thereto providing that in exercising any such voting rights, the shares
held by them shall be voted as therein provided, or as they may agree, or as
determined in accordance with a procedure agreed upon by them.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, Xxxxx hereby agrees as follows:
1. Xxxxx hereby appoints Xxxxx as his proxy to represent and vote all of
the 281,956 shares of Class A Common Stock (the "Shares"), held of record by
Xxxxx on the record date for determining the stockholders of the Company
eligible to vote on the matter at issue (the "Record Date") for and in the name,
place and stead of Xxxxx at all regular, special or other meetings of the
holders of the Company's Common Stock, Class A Common Stock, and Preferred
Stock, par value $.01, of the Company of whatever designation, and at any
adjournment of such meetings, held during the time this proxy is in effect
pursuant to Section 2 hereof, and to act by consent in lieu of a meeting, or
otherwise, with respect to the Shares at all times this Proxy is in effect
pursuant to Section 2 hereof, in order that such Shares be voted the same as
those shares of the Company's Senior Convertible Preferred Stock, Series A and
any shares of Common Stock held of record by Xxxxx.
2. Xxxxx hereby acknowledges and agrees that this Proxy is irrevocable and
is coupled with an interest pursuant to the terms of the Voting Agreement and in
accordance with Section 609(f) of the New York Business Corporation Law. This
Proxy shall be effective as of June 9, 1999 and, as between Xxxxx and Xxxxx,
shall remain in effect for two (2) years or until the earlier expiration or
termination of the Voting Agreement.
3. This Proxy may not be sold, assigned or otherwise transferred by Xxxxx
including as a result of the dissolution of the Company. If all or any portion
of the Shares held by Xxxxx are sold, assigned or otherwise transferred, the
transferee of such Shares shall be bound by this Proxy and shall execute a new
proxy in substantially the same form.
4. Xxxxx shall utilize his best efforts to cause the Company and its
transfer agent to affix to each certificate representing the Shares, for as long
as this Proxy is effective, the following legend:
NOTICE: THE POWER TO VOTE THE SHARES
REPRESENTED BY THIS SHARE CERTIFICATE
IS SUBJECT TO A PROXY WHICH IS IRREVOCABLE
UNDER SECTION 609 OF THE NEW YORK
BUSINESS CORPORATION LAW.
5. THIS PROXY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of the 9th
day of June 1999.
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
Acknowledged and agreed:
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
