VOTING AGREEMENT
VOTING AGREEMENT, dated as of December 31, 1998 (this "Agreement"), by and
among Universal American Financial Corp., a New York corporation (the
"Company"), PennCorp Financial Group Inc., a Delaware corporation ("PennCorp"),
Capital Z Financial Services Fund II, L.P., a Bermuda limited partnership
("Capital Z"), Xxxxxxx X. Xxxxxxx ("Xxxxxxx") and the Persons listed on Schedule
I hereof (together with Xxxxxxx, the "Security Holders").
WHEREAS, the Security Holders are holders of (i) shares of common stock,
par value $0.01 per share (the "Common Stock"), of the Company, (ii) shares of
Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B
Shares"), of the Company and/or (iii) shares of Series C Convertible Preferred
Stock, par value $1.00 per share (the "Series C Shares" and, together with the
Common Stock and the Series B Shares, and any shares of Common Stock issued upon
conversion of the Series B Shares and Series C Shares, the "Voting Shares"), of
the Company;
WHEREAS, the Security Holders (other than Xxxxxxx) have executed in favor
of and delivered to Xxxxxxx an unconditional and irrevocable proxy (the
"Irrevocable Proxy"), a copy of which is attached as Exhibit A hereto, pursuant
to which such holders have appointed Xxxxxxx their proxy to represent and vote
the Voting Shares held by them of record as of the date hereof (as listed on
Schedule I hereto) for and in the name, place and stead of such holders at any
meeting of shareholders of the Company (or in any action taken by written
consent in lieu of a meeting) held to approve, among other things, the Amendment
(as defined below) and the UA Share Issuance (as defined below).
WHEREAS, concurrently with the execution of this Agreement, the Company and
Capital Z are entering into a purchase agreement for shares of Common Stock (the
"UA Share Purchase Agreement"), a copy of which is attached as Exhibit B hereto,
pursuant to which Capital Z will purchase and the Company will sell and issue to
Capital Z an aggregate of 22,857,143 shares of Common Stock of the Company,
subject to adjustment in accordance with Section 1.6 of the UA Share Purchase
Agreement (the "UA Share Issuance");
WHEREAS, the UA Share Issuance contemplated by the UA Share Purchase
Agreement will require the Company to amend its Certificate of Incorporation in
order to increase the number of authorized shares of Common Stock of the Company
(the "Amendment"), which, in accordance with Section 803 of the Business
Corporation Law of New York, requires the approval of a majority of the
shareholders of the Company;
2
WHEREAS, under Item 25(H) of subsection (c) of Section 4310 of the
Marketplace Rules of The Nasdaq Stock Market, Inc., the UA Share Issuance
requires the approval of a majority of the shareholders of the Company;
WHEREAS, concurrently with the execution of this Agreement, the Company,
PennCorp and certain subsidiaries of PennCorp are entering into a Purchase
Agreement (the "PennCorp Purchase Agreement"), a copy of which is attached as
Exhibit C hereto, pursuant to which the Company will acquire certain
subsidiaries and assets of PennCorp (the "PennCorp Purchase"); and
WHEREAS, in order to induce (i) Capital Z to enter into the UA Share
Purchase Agreement and (ii) PennCorp to enter into the PennCorp Purchase
Agreement, the Security Holders have agreed to enter into this Agreement with
respect to the Voting Shares held by them.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
ARTICLE I
VOTING AGREEMENT
Section 1.1 Voting Agreement. Xxxxxxx hereby irrevocably and
unconditionally agrees that during the time that this Agreement is in effect, at
any meeting of shareholders of the Company, however called, or, if in lieu of a
meeting, shareholder action is taken by written consent, Xxxxxxx shall:
(a) vote or cause to be voted, the Voting Shares (held by Xxxxxxx
directly and pursuant to the Irrevocable Proxy) at the time of such meeting
or the execution of such written consent, as the case may be, in favor of
the Amendment and the UA Share Issuance;
(b) vote or cause to be voted, the Voting Shares (held by Xxxxxxx
directly and pursuant to the Irrevocable Proxy) at the time of such meeting
or the execution of such written consent, as the case may be, against (i)
approval of any proposal made in opposition to or in competition with the
UA Share Issuance or the PennCorp Purchase, (ii) any change in the capital
structure of the Company (other than the Amendment and the UA Share
Issuance contemplated under the UA Share Purchase Agreement and the
issuance of Common Stock to holders of the Series B Shares and the Series C
Shares in connection with the conversion of such Series B Shares and Series
C Shares) and (iii) any action or agreement that could impede, interfere
with, delay, postpone or attempt to discourage the UA Share Issuance or the
PennCorp Purchase or
3
result in a breach in any material respect of any covenant, representation or
warranty or any other obligation of the Company under this Agreement which is
reasonably likely to result in any conditions to the Company's obligations under
the UA Share Purchase Agreement or the PennCorp Purchase Agreement not being
consummated; and
(c) in the case of the Security Holders holding Series C-1 Convertible
Preferred Stock of the Company (the "Series C-1 Shares"), vote or cause to
be voted pursuant to the Irrevocable Proxy the Voting Shares at the time of
such meeting or the execution of such written consent, as the case may be,
in favor of the Amendment and the incurrence of indebtedness as
contemplated in the PennCorp Purchase Agreement.
Section 1.2 Other Agreement. Each of the Security Holders hereby
irrevocably and unconditionally agrees that, after termination of the UA Share
Purchase Agreement and for a period of two years thereafter (other than in the
event that (i) the UA Share Purchase Agreement is terminated due to a breach by
Capital Z of its obligations thereunder, (ii) the Company and Capital Z mutually
agree not to consummate the transactions contemplated by the PennCorp Purchase
Agreement or (iii) the Company is unable to consummate the transactions
contemplated by the PennCorp Purchase Agreement as a result of the failure of or
refusal by Capital Z to give consent pursuant to Section 4.15 of the UA Share
Purchase Agreement), such Security Holder shall not without Capital Z's written
consent directly or indirectly vote or cause to be voted, whether at a meeting
held for such purpose or pursuant to shareholder action taken by written
consent, in favor of any transaction contemplating or proposing the purchase or
acquisition (by merger or otherwise) by the Company of any of the businesses or
assets of PennCorp.
Section 1.3 Acknowledgment. Capital Z and PennCorp hereby acknowledge that
pursuant to the Second Restated Agreement of Limited Partnership of Xxxxxxx
Associates Limited Partnership ("BALP"), dated as of September 30, 1990, as
amended (the "BALP Agreement"), Xxxxxxx, as president of the general partner of
BALP, has the authority to vote the Voting Shares held by BALP (some of which
are beneficially owned by certain Security Holders); provided, further, that in
such capacity Xxxxxxx would continue under certain circumstances to have the
power to vote (by proxy or otherwise) such Voting Shares even after distribution
of such Voting Shares to a Security Holder upon withdrawal by such Security
Holder from BALP.
4
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SECURITY HOLDERS
Each of the Security Holders hereby represents and warrants, severally and
not jointly, to PennCorp and Capital Z as follows:
Section 2.1 Right to Vote. Such Security Holder has all necessary legal
power, authority and right to vote its Voting Shares in favor of the approval
and adoption of the Amendment and the UA Share Issuance without the consent or
approval of, or any other action on the part of, any other person or entity.
Except for the Irrevocable Proxy and the BALP Agreement, such Security Holder
has not entered into any voting agreement with any person or entity with respect
to any Voting Shares, granted any person or entity any proxy (revocable or
irrevocable) or power of attorney with respect to any Voting Shares, deposited
any Voting Shares in a voting trust or entered into any arrangement or agreement
with any person or entity limiting or affecting such Security Holder's legal
power, authority or right to vote its Voting Shares in favor of the approval and
adoption of the Amendment and the UA Share Issuance.
Section 2.2 Authority Relative to This Agreement. Such Security Holder has
all necessary legal power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. Where such Security Holder is a
corporation, partnership or a trust entity, the execution and delivery of this
Agreement by such Security Holder and the consummation by such Security Holder
of its obligations hereunder have been duly and validly authorized by the board
of directors or other governing body of such Security Holder, and no other
proceedings on the part of such Security Holder are necessary to authorize this
Agreement or to consummate such transactions. This Agreement has been duly and
validly executed and delivered by such Security Holder and, assuming the due
authorization, execution and delivery by the other parties hereto, constitutes a
legal, valid and binding obligation of such Security Holder, enforceable against
such Security Holder in accordance with its terms except to the extent
enforceability may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting creditors' rights generally or by general principles
governing the availability of equitable remedies.
Section 2.3 No Conflict. (a) The execution and delivery of this Agreement
by such Security Holder does not, and the performance of this Agreement by such
Security Holder shall not, (i) where such Security Holder is a corporation,
partnership or trust entity, conflict with or violate the organizational
documents of such Security Holder, (ii) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to such Security Holder or by
which the Voting Shares are bound or affected or (iii) result in any breach of
or constitute a default (or an event that with notice or lapse or time or both
would become a default) under, or give to others any
5
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or encumbrance on any of the Voting Shares pursuant to
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which such Security
Holder is a party or by which such Security Holder or the Voting Shares are
bound or affected, except, in the case of clauses (ii) and (iii) of this Section
2.3, for any such conflicts, violations, breaches, defaults or other occurrences
which would not impair or affect such Security Holder's ability to cast all of
its, his or her votes in favor of the Amendment and the UA Share Issuance or
prevent or delay the performance by such Security Holder of its obligations
under this Agreement.
(b) The execution and delivery of this Agreement by such Security
Holder does not, and the performance of this Agreement by such Security
Holders shall not, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental entity except for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended, and except where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would
not prevent or delay the performance by such Security Holder of its
obligations under this Agreement.
Section 2.4 Title to the Voting Shares. As of the date hereof, such
Security Holder is the record and/or beneficial owner, as the case may be, of
the Voting Shares listed opposite the name of such Security Holder on Schedule I
hereto. The Voting Shares listed opposite the name of such Security Holder on
Schedule I hereto are all the Voting Shares owned, either of record or
beneficially, by such Security Holder. The Voting Shares are and will be owned
free and clear of all security interests, liens, claims, pledges, options,
rights of first refusal, limitations on such Security Holder's voting rights,
charges and other encumbrances of any nature whatsoever, except for the
Irrevocable Proxy, the BALP Agreement and as provided in shareholders agreements
(in each case, none of which prevent or impair the performance by such Security
Holder of the obligations under this Agreement).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.1 Voting Shares. As of the date hereof, the Voting Shares held by
each Security Holder (as listed opposite the name of such Security Holder on
Schedule I hereto) represent the percentage of the total voting power of the
Company's capital stock listed opposite the name of such Security Holder on
Schedule I hereto, and during the time this Agreement is in effect, the
aggregate voting power of the Company's capital stock held by all such Security
Holders will equal at least 51% of the total voting power of the Company's
capital stock.
6
Section 3.2 Requisite Vote. The Certificate of Incorporation and Bylaws of
the Company provide that a vote of a majority of the total voting power of the
Company's capital stock, together with a vote of a majority of the Series C-1
Shares, is sufficient to approve the Amendment and the UA Share Issuance. The
signatories to the Irrevocable Proxy constitute at least 51% of the holders of
the Series C-1 Shares.
ARTICLE IV
COVENANTS OF THE SECURITY HOLDERS
Section 4.1 No Inconsistent Agreement. From and after the date hereof, each
Security Holder hereby covenants and agrees that, other than as contemplated by
this Agreement, it will not, directly or indirectly, commit any act that could
restrict or otherwise affect, and will not enter into any voting agreement with
any other person or entity with respect to its Voting Shares, grant any person
or entity any proxy (revocable or irrevocable) or power of attorney with respect
to its Voting Shares, deposit any of its Voting Shares in a voting trust or
otherwise enter into any agreement or arrangement limiting or affecting such
Security Holder's legal power, authority and right to vote its Voting Shares in
favor of the approval and adoption of the Amendment and the UA Share Issuance.
Section 4.2 Transfer of Title. Without limiting the rights of the holders
of the Series B Shares and Series C Shares to convert their Series B Shares or
Series C Shares into shares of Common Stock, each of the Security Holders hereby
covenants and agrees that such Security Holder shall not, directly or
indirectly, sell, encumber, suffer a lien to exist upon, convey or transfer
record or beneficial ownership of any of the Voting Shares (other than pursuant
to the Irrevocable Proxy) unless the transferee agrees in writing to be bound in
all respects by the terms and conditions of this Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.1 Amendments; Termination. (a) This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written instrument executed by the parties hereto.
(b) Except with respect to the obligation specified in Section 1.2,
which shall terminate upon the expiration of the 2-year period specified
therein (unless Capital Z fails to consummate the UA Share Issuance when
all conditions to Capital Z's obligation to close under the UA Share
Purchase Agreement have been satisfied in which event the obligation in
Section 1.2 shall terminate
7
immediately), the provisions of this Agreement shall terminate upon the
earliest to occur of (i) the consummation of the UA Share Issuance and the
PennCorp Purchase, (ii) the termination of the UA Share Purchase Agreement
or (iii) the termination of the PennCorp Purchase Agreement; provided, that
if the events contemplated in (ii) or (iii) above occur as a result of a
breach by Xxxxxxx of any of his obligations under this Agreement, the
Company, without offset or defense, shall be solely responsible for, and
will indemnify and hold harmless Capital Z from and against any and all
liabilities arising under the PennCorp Purchase Agreement and will
reimburse Capital Z for all costs and expenses incurred by it in connection
with the transactions contemplated by the UA Share Purchase Agreement and
the PennCorp Purchase Agreement.
Section 5.2 Additional Shares. If, after the date hereof, the Security
Holders acquire beneficial ownership of any Voting Shares ("Additional Shares"),
including, without limitation, upon exercise of any option, warrant or right to
acquire Voting Shares or through any stock dividend or stock split, the
provisions of this Agreement applicable to Voting Shares shall be applicable to
such Additional Shares as if such Additional Shares had been Voting Shares as of
the date hereof. The provisions of the immediately preceding sentence shall be
effective with respect to Additional Shares without action by any person or
entity immediately upon the acquisition by the Security Holders of beneficial
ownership of such Additional Shares.
Section 5.3 Unavailability of Xxxxxxx. The Security Holders have also
executed the Irrevocable Proxy in favor of Xxxxxxx Xxxxxxx ("Xxxxxxx"). If
Xxxxxxx is unable to perform his obligations under Section 1.1 of this
Agreement, all such obligations will be performed by Harnett.
Section 5.4 Expenses. All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.
Section 5.5 Further Assurances. Each of the Security Holders will execute
and deliver or cause to be executed and delivered all further documents and
instruments as may be reasonably necessary in order to consummate the
transactions contemplated hereby.
Section 5.6 Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 5.7 Action in Security Holder Capacity Only. Each of the Security
Holders makes no agreement or understanding herein as director or officer of the
Company. Each of the Security Holders signs solely in his, her or its capacity,
as
8
the case may be, as a recordholder and/or beneficial owner, as the case may be,
of the Voting Shares of such Security Holder, and nothing herein shall limit or
affect any action taken in his, her or its capacity, as the case may be, as an
officer or director of the Company.
Section 5.8 Entire Agreement. This Agreement constitutes the entire
agreement of the Security Holders with the Company, Capital Z and PennCorp with
respect to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral.
Section 5.9 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule or law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
this Agreement is not affected in any manner materially adverse to any party.
Section 5.10 Limited Liability of Partners. Notwithstanding any other
provision of this Agreement, in the case of any Security Holder which is a
partnership, neither the limited partners, nor any future limited partner
therein, shall have any personal liability for performance of any obligation of
such Security Holder under this Agreement.
Section 5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS TO BE PERFORMED WITHIN THE STATE.
Section 5.12 Notice. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been made or
given or made if in writing and delivered personally, sent by commercial carrier
or registered or certified mail (postage prepaid, return receipt requested) or
transmitted by facsimile with automated receipt confirmation to the parties as
follows:
(i) if to the Company or to Capital Z, to the addresses for notices
set forth in the UA Share Purchase Agreement;
(ii) if to PennCorp, to the address for notices set forth in the
PennCorp Purchase Agreement; and
(iii) if to any Security Holder, to the address listed opposite the
name of such Security Holder on Schedule II hereof.
9
Section 5.13 Counterparts. This Agreement may be executed in
counterparts each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company, PennCorp, Capital Z and the Security
Holders have caused this Agreement to be duly executed on the date hereof.
UNIVERSAL AMERICAN FINANCIAL CORP.
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
PENNCORP FINANCIAL GROUP, INC.
By: /s/ XXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: E.V.P.
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
By: Capital Z Partners, L.P., its General Partner
By: Capital Z Partners Ltd., its General Partner
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Partner
WAND/UNIVERSAL INVESTMENTS L.P. I
By: Wand (Universal) Inc., its General Partner
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
WAND/UNIVERSAL INVESTMENTS X.X. XX
By: Wand (Universal) Inc., its General Partner
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
AAM CAPITAL FINANCIAL PARTNERS, L.P.
By: AAM Partners, L.P., general partner
By: AAM Investment Banking
Group, Ltd., general partner
By: Veed Corp., general partner
By: /s/ XXXXXXX X. XXXX
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
UAFC, L.P.
By: VWA, L.L.C., general partner
By: Veed Corp., managing member
By: /s/ XXXXXXX X. XXXX
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
/s/ XXXXXXX X. XXXXXXX
----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ XXXXX X. XXXXXXX
----------------------------------------
Xxxxx X. Xxxxxxx
/s/ XXXXXX XXXXXXX
----------------------------------------
Xxxxxx Xxxxxxx
/s/ XXXXXXX X. XXXXXXX
----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ XXXXXXX X. XXXXXXX
----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXXX
----------------------------------------
Xxxxxx X. Xxxxxx
/s/ XXXX X. XXXXXX
----------------------------------------
Xxxx X. Xxxxxx
/s/ XXXXXX X. XXXXXXXXX
----------------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ XXXXXXX X. XXXXXX, XX.
----------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
/s/ XXXXX XXXXXX
----------------------------------------
Xxxxx Xxxxxx
/s/ XXXXXXX XXXXXXX
----------------------------------------
Xxxxxxx Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
/s/ XXXXX XXXXXXX
----------------------------------------
Xxxxx Xxxxxxx
Xxxxxxx Associates Limited Partnership
By: NMRB Corp.
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
Xxxxxx Family LTD Partnership
By: /s/ XXXXXXX X. XXXXXX, XX.
--------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: General Partner
Xxxxxx Xxxxxxx Trust #1 UTA Dated 11/2/94
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
Xxxxxxx X. Xxxxxxx C/F Xxxxxxxx X. Xxxxxxx
UGMA NY
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
Xxxxxxx X. Xxxxxxx C/F Xxxxx X. Xxxxxxx
UGMA NY
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Authorized Signatory
Bear Xxxxxxx Master Defined Benefit Money
Purchase Plan, Bear Xxxxxxx Cust. for Xxxxxxx
Xxxxxxx # 054-01191-1-2-092
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
Xxxxx X. Xxxxxx Third Amended and Restated
Revocable Trust, dated March 20, 1987
By:_______________________________________
Name:
Title: Trustee
Xxxxxx Xxxxxx Xxxxxxx c/o Xxxxxxx Xxxxxxx
Cust.
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxx JT Ten.
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
Xxxxxx X. Xxxxxx Associates Inc.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
Universal Holding Corp. 401(k) Savings Plan
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
By: /s/ XXXXXX X. XXXXXXXXX, XX.
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Trustee
By: /s/ XXXXXXX X. XXXXXX, XX.
----------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Trustee
NMRB Corp.
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
Xxxxxxx Trust f.b.o. Harnett Family
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Trustee
Xxxx Acquisition LLC
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Member
Schedule I
Non-BALP
Security Holder Voting Shares Percentage Percentage*
--------------- ------------- ---------- -----------
Xxxxxxx Associates Limited Partnership 1,487,268 13.12% 0.00%
AAM Capital Financial Partners, L.P./UAFC, L.P. 1,010,526 8.92 8.92
WAND/Universal Investments L.P. I/ 1,777,777 15.68 15.68
WAND/Universal Investments X.X. XX
Xxxxxxx X. Xxxxxxx 329,330 2.91 3.35
Xxxxx X. Xxxxxxx 83,784 .74 2.22
Xxxxxx Xxxxxxx 58,500 .52 2.89
Xxxxxxx Xxxxxxx 107,632 .95 1.29
Xxxxxxx X. Xxxxxxx 65,053 .57 1.02
Xxxxxx Xxxxxx 191,947 1.69 2.58
Xxxx Xxxxxx 183,171 1.62 1.62
Xxxxxx X. Xxxxxxxxx 112,330 .99 .99
Xxxxxxx X. Xxxxxx, Xx./Xxxxx Xxxxxx 352,490 3.11 3.11
Xxxxxxx Xxxxxxx 57,105 .50 .66
Xxxxxx Xxxxxxx Trust #1 UTA Dated 11/2/94 66,444 .59 2.62
Xxxxxxx X. Xxxxxxx C/F Xxxxxxxx X. Xxxxxxx UGMA NY 29,831 .26 .26
Xxxxxxx X. Xxxxxxx C/F Xxxxx X. Xxxxxxx 34,775 .31 .31
UGMA NY
Universal Holdings Corp. 401(k) Savings Plan 290,354 2.56 2.56
NMRB Corp. 0 0 .61
Xxxxxxx Trust f.b.o Xxxxxxx Xxxxxxx 0 0 .00
Xxxx Acquisition LLC 8,421 .07 .07
Xxxxx Xxxxxxx 61,553 .54 .98
Total 6,308,291 55.65% 52.18%
* This column reports the total voting percentage of the Company's capital
stock if held by each Security Holder as if BALP were dissolved.
Schedule II
Security Holder Address for Notices
--------------- -------------------
Xxxxxxx Associates Limited Partnership NMRB Corp.
c/o Harnett Xxxxxxx & Xxxxx, P.A.
0000 Xxxx Xxxxxxxx Xxxx Xx.
Xxxx Xxxxx, XX 00000
AAM Capital Partners, L.P./UAFC, L.P. AAM Capital Partners, L.P.
00 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx XX 00000
Attention: Xxxxxxx X. Xxxx
with a copy to:
Xxxxxx Xxxxxx & Xxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Wand/Universal Investments L.P. WAND/Universal Investments L.P. I and
I/WAND/Universal Investments X.X. XX WAND/Universal Investments X.X. XX
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Xxxxxxx X. Xxxxxxx*
Xxxxx X. Xxxxxxx*
Xxxxxx Xxxxxxx*
Xxxxxxx Xxxxxxx*
Xxxxxxx X. Xxxxxxx*
Xxxxxx Xxxxxx*
Xxxx Xxxxxx*
Xxxxxx X. Xxxxxxxxx*
Xxxxxxx X. Xxxxxx, Xx./Xxxxx Xxxxxx*
Xxxxxxx Xxxxxxx*
Xxxxxx Xxxxxxx Trust #1 UTA Dated 11/2/94*
Xxxxxxx X. Xxxxxxx C/F Xxxxxxxx X. Xxxxxxx*
UGMA NY
Xxxxxxx X. Xxxxxxx C/F Xxxxx X. Xxxxxxx*
UGMA NY
Universal Holding Corp. 401(k) Savings Plan*
NMRB Corp.*
Xxxxxxx Trust f.b.o. Xxxxxxx Xxxxxxx*
Xxxx Acquisition LLC*
Xxxxx Xxxxxxx*
* If to any of these Security Holders, to the address furnished by such holder
to the Company in writing in the manner set forth herein, or, until any such
other holder so furnishes to the Company another address, then to and at the
address of the last holder of such securities who has furnished an address to
the Company.
