VOTING AGREEMENTVoting Agreement • July 20th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware
This VOTING AGREEMENT (this “Agreement”) dated as of July 11, 2011 by and between Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and the undersigned stockholder (“Stockholder”) of Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”).
COMMITMENT LETTER Mr. Edward Heil 202 St. Michael Court Oak Brook, Illinois 60523 Via fax 630-323-4778 July 11, 2011Commitment Letter • July 20th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware
This letter agreement sets forth the commitment of Edward Heil (“Investor”), subject to the terms and conditions contained herein, to purchase certain equity interests of India Investment Company, a Delaware corporation (“Investment Co.”) and debt securities of Ayelet Investments LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) to be entered into among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Parent and Ayelet Merger Subsidiary, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
