1
Exhibit 7.4
VOTING AGREEMENT
This VOTING AGREEMENT (the "AGREEMENT") is entered into as of July 1,
1998, 1998, by and among Central Reserve Life Corporation, an Ohio corporation
(including its successors, the "COMPANY") and the security holders listed on the
signature pages of this Agreement (or who may hereafter become a party hereto
pursuant to the terms hereof).
WHEREAS, pursuant to the Amended and Restated Stock Purchase Agreement
dated as of March 30, 1998, by and among the Company and certain purchasers
identified therein (the "STOCK PURCHASE AGREEMENT"), the Company shall issue
7,300,000 shares of common stock, without par value, of the Company and warrants
to purchase up to 3,650,000 shares of common stock of the Company (the "WARRANT
SHARES");
WHEREAS, upon closing of the transactions contemplated by the Stock
Purchase Agreement (the "CLOSING DATE"), the shares purchased thereunder shall
constitute a majority of the common stock of the Company; and
WHEREAS, the parties desire to regulate certain aspects of their
relationship as holders of common stock of the Company.
NOW THEREFORE, in consideration of the agreements and covenants herein
contained and for other good and valuable consideration, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
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I.1 Definitions. As used in this Agreement, the following terms shall
have the following meanings:
"AFFILIATE" shall mean, with respect to any Person, any Person
who, directly or indirectly, controls, is controlled by, or is under
common control with that Person. For purposes of this definition,
"control," and "controlled by" and when used with respect to any Person
shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract, or otherwise.
"COMMON STOCK" shall mean shares of the Common Stock, without
par value per share, of the Company, and any capital stock into which
such Common Stock thereafter may be changed.
"COMMON STOCK EQUIVALENTS" shall mean, without duplication
with any other Common Stock or Common Stock Equivalents, any rights,
warrants, options, convertible securities or indebtedness, exchangeable
securities or indebtedness, or other rights, exercisable for or
convertible or exchangeable into, directly or indirectly, Common Stock
and securities convertible or exchangeable into Common Stock, whether
at the time of issuance or upon the passage of time or the occurrence
of some future event.
"DESIGNEE" shall mean an individual designated for election to
the Board of Directors by IP Delaware, SAP, or ▇▇▇▇▇▇▇ pursuant to
Section 2.1 of this Agreement.
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"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated by the SEC
thereunder.
"HOLDER" shall mean (i) a security holder listed on the
signature page hereof and (ii) any direct or indirect transferee of any
such security holder who shall become a party to this Agreement by
executing a joinder agreement in the form of EXHIBIT A hereto.
"INDEPENDENT DIRECTOR" shall mean a director meeting the
standards of an "independent director" as defined in Rule 4200(a) of
the rules of the NASD as of the Closing Date.
"IP" shall mean, collectively, IP Bermuda and IP Delaware.
"IP BERMUDA" shall mean Insurance Partners Offshore (Bermuda),
L.P., a Bermuda limited partnership.
"IP DELAWARE" shall mean Insurance Partners, L.P., a Delaware
limited partnership.
"IP GROUP" shall mean IP Delaware, IP Bermuda, their
respective Affiliates, the respective officers, directors, and
employees (and members of their respective families and trusts for the
primary benefit of such family members) of the foregoing, and the
respective limited partners of IP Delaware and IP Bermuda.
"IP GROUP CLOSING DATE SHARES" shall mean the number of shares
of Common Stock owned by the IP Group as of the date of this Agreement
as set forth on EXHIBIT B hereto.
"LICK EMPLOYMENT AGREEMENT" shall mean that certain Employment
Agreement, dated as of December 15, 1997, between the Company and ▇▇▇▇
Lick, Jr.
"▇▇▇▇▇▇▇" shall mean Turkey Vulture Fund, III, Ltd. an Ohio
limited liability company.
"▇▇▇▇▇▇▇ GROUP" shall mean ▇▇▇▇▇▇▇, its Affiliates, and their
respective officers, directors, and employees (and members of their
respective families and trusts for the primary benefit of such family
members).
"▇▇▇▇▇▇▇ GROUP CLOSING DATE SHARES" shall mean the number of
shares of Common Stock owned by the ▇▇▇▇▇▇▇ Group as of the date of
this Agreement as set forth on EXHIBIT B hereto.
"PERSON" or " "PERSON" shall mean any individual, corporation,
partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization, or government
or other agency or political subdivision thereof.
"REQUIRED HOLDERS" shall mean Holders who then own
beneficially more than 66-2/3% of the aggregate number of shares of
Common Stock subject to this Agreement.
"SAP" shall mean Strategic Acquisition Partners, LLC, a Nevada
limited liability company.
"SAP GROUP" shall mean SAP, its Affiliates, and their
respective officers, directors, and employees, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ (and members of their respective
families and trusts for the primary benefit of such family members).
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"SAP GROUP CLOSING DATE SHARES" shall mean the number of
shares of Common Stock owned by the SAP Group as of the date of this
Agreement as set forth on EXHIBIT B hereto.
"STOCKHOLDERS AGREEMENT" shall mean that certain Stockholders
Agreement, dated as of July 1, 1998, among the Company and the various
stockholders party thereto from time to time.
ARTICLE II
ELECTION OF DIRECTORS
SECTION 2.1 Board of Directors.
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(a) The Holders shall cause the Board of Directors of the Company to
consist of nine directors, some or all, as applicable, of whom shall consist of
the following individuals:
(i) IP DESIGNEES. Four individuals designated by IP, so long
as the IP Group shall own a number of shares of Common Stock equal to
at least 75% of the IP Group Closing Date Shares; three individuals
designated by IP, so long as the IP Group shall own a number of shares
of Common Stock equal to at least 50%, but less than 75%, of the IP
Group Closing Date Shares; two individuals designated by IP, so long as
the IP Group shall own a number of shares of Common Stock equal to at
least 25%, but less than 50%, of the IP Group Closing Date Shares; and
one individual designated by IP, so long as the IP Group shall own a
number of shares of Common Stock equal to at least 10%, but less than
25%, of the IP Group Closing Date Shares;
(ii) SAP DESIGNEES. Two individuals designated by SAP, so long
as the SAP Group shall own a number of shares of Common Stock equal to
at least 50% of the SAP Closing Date Shares; and one individual
designated by SAP, so long as the SAP Group shall own a number of
shares of Common Stock equal to at least 10%, but less than 50%, of the
SAP Group Closing Date Shares;
(iii) ▇▇▇▇▇▇▇ DESIGNEE. One individual designated by ▇▇▇▇▇▇▇,
so long as the ▇▇▇▇▇▇▇ Group shall own a number of shares of Common
Stock equal to at least 25% of the ▇▇▇▇▇▇▇ Group Closing Date Shares;
(iv) ▇▇▇▇▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇, until the earlier to occur of
(A) December 31, 1999, or (B) the first date as of which the Company
does not have a class of equity securities registered under either
Section 12(b) or 12(g) of the Exchange Act; and
(v) LICK. ▇▇▇▇ Lick, Jr. until the earlier to occur of (A)
December 31, 1999, (B) termination of his employment under the Lick
Employment Agreement, or (C) the first date as of which the Company
does not have a class of equity securities registered under either
Section 12(b) or 12(g) of the Exchange Act;
PROVIDED, HOWEVER, that until the first date as of which the Company
does not have a class of equity securities either registered under
Section 12(b) or 12(g) of the Exchange Act, at least two of the
individuals elected to the Board of Directors shall constitute
Independent Directors; and PROVIDED FURTHER, that (i) none of IP, SAP
or ▇▇▇▇▇▇▇ shall be required to designate an individual that
constitutes an Independent Director so long as two individuals who
constitute Independent Directors are nominated to serve as directors
and SAP, IP and ▇▇▇▇▇▇▇ vote for their election; PROVIDED, that if the
Company has cumulative voting with respect to the election of its
directors, the SAP Group, IP
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Group and ▇▇▇▇▇▇▇ Group shall be permitted to vote in favor of the SAP
Designees, IP Designees and ▇▇▇▇▇▇▇ Designee as provided in this
Section 2.1(a) to the extent necessary to ensure the election of such
Designees prior to casting any votes in favor of such Independent
Directors; (ii) in the event one or two of the individuals to be
designated pursuant to the foregoing provisions must constitute an
Independent Director in order to meet the requirements of the
immediately preceding proviso, then, first, IP shall designate as one
of its designees an individual that constitutes an Independent
Director, and, second, SAP shall designate as one of its designees an
individual that constitutes an Independent Director.
(b) For purposes of the foregoing provisions and SECTION 2.2, in
determining whether any person or group owns a specified number of shares of
Common Stock for purposes of comparison to the number of shares owned by a
person or group on the Closing Date, appropriate adjustment shall be made in
each case to give effect to any stock splits, dividends or combinations.
(c) If, prior to his election to the Board of Directors of the Company
pursuant to SECTION 2.1, any designee shall be unable or unwilling to serve as a
director of the Company, the Holder or Holders who designated such Designee
shall be entitled to nominate a replacement who shall then be a Designee for
purposes of this SECTION 2.1. If, following an election to the Board of
Directors of the Company pursuant to SECTION 2.1, any Designee shall resign or
be removed or be unable to serve for any reason prior to the expiration of his
term as a director of the Company, the Holder or Holders who designated such
Designee shall, within thirty (30) days of such event, notify the Board of
Directors of the Company in writing of a replacement Designee, and either (i)
the Holders shall vote their shares of Common Stock, at any regular or special
meeting called for the purpose of filling positions on the Board of Directors of
the Company or in any written consent executed in lieu of such a meeting of
stockholders, and shall take all such other actions necessary to ensure the
election to the Board of Directors of the Company of such replacement Designee
to fill the unexpired term of the Designee who such new Designee is replacing or
(ii) the Board of Directors shall elect such replacement Designee to fill the
unexpired term of the Designee who such new Designee is replacing. If any Holder
requests that any Designee designated by such Holder be removed as a Director
(with or without cause) by written notice thereof to the Company, then the
Company shall take all actions necessary to effect, and each of the Holders
shall vote all of its capital stock in favor of, such removal upon such request.
(d) Each Holder shall vote its shares of Common Stock at any regular or
special meeting of stockholders of the Company or in any written consent
executed in lieu of such a meeting of stockholders and shall take all other
actions necessary to give effect to the agreements contained in this Agreement
(including, without limitation, the election of Designees as directors as
described herein) and to ensure that the certificate of incorporation and bylaws
as in effect immediately following the date hereof do not, at any time
thereafter, conflict in any respect with the provisions of this Agreement. In
order to effectuate the provisions of this SECTION 2.1, each Holder hereby
agrees that when any action or vote is required to be taken by such Holder
pursuant to this Agreement, such Holder shall use its best efforts to call, or
cause the appropriate officers and directors of the Company to call, a special
or annual meeting of stockholders of the Company, as the case may be, or execute
or cause to be executed a consent in writing in lieu of any such meetings
pursuant to applicable law.
SECTION 2.2 CONTINUED LISTING. Until the three year
anniversary of the Closing Date, each Holder shall vote its shares of Common
Stock in such manner that the Company shall not be voluntarily delisted from the
Nasdaq National Market, except (y) in connection with (1) a transaction that
would constitute a "Rule 13e-3 transaction" (as that term is defined under Rule
13e-3 under the Exchange Act as in effect on the date hereof) with respect to
the Common Stock or (2) any other transaction that, if it were effected by the
Company or an affiliate thereof, would constitute a "Rule 13e-3 transaction" (as
so defined) with respect to the Common Stock, or (z) if the Company becomes
listed on a national securities exchange.
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SECTION 2.3 PROXY. Each Holder hereby grants to each of IP
Delaware, SAP and ▇▇▇▇▇▇▇, with full powers of substitution, an irrevocable
proxy coupled with an interest as may be necessary to permit each of IP
Delaware, SAP and ▇▇▇▇▇▇▇, to vote the shares of the Holder granting such proxy
in accordance with the requirements of SECTION 2.1 (by written consent or
otherwise) in event the Holder fails to vote its shares of Common Stock as
required under SECTION 2.1 within ten (10) days after notice from the party
holding such proxy requesting such a vote.
SECTION 2.4 CUMULATIVE VOTING. As promptly as practicable
following the Closing Date, the Company shall amend its Articles of
Incorporation, Code of Regulations or Bylaws, as the case may be, to eliminate
cumulative voting in the election of directors.
SECTION 2.5 PROXY STATEMENT. In connection with any annual
meeting of the stockholders or special meeting of the stockholders of the
Company called for the election of directors, the Company shall prepare and
file, if required, with the Securities and Exchange Commission (the
"COMMISSION") a proxy statement relating to such meeting (together with any
amendments thereof or supplements thereto, the "PROXY STATEMENT") which shall
include the recommendation of the Board in favor of electing the directors
specified in SECTION 2.1. Except in the event of termination of this Agreement,
no modification or withdrawal of such recommendation shall release the Company
of its obligation to submit the election of directors specified in SECTION 2.1
to its stockholders for their vote in accordance with applicable law. The
Company shall use reasonable efforts to assure the election of the directors
specified in SECTION 2.1.
ARTICLE III
RESTRICTIONS ON TRANSFER
SECTION 3.1 RESTRICTIONS UPON TRANSFER. No Holder may
effect, cause to be effected or permit any voluntary or involuntary sale,
assignment or transfer of any shares of Common Stock or Common Stock Equivalents
or any interest therein (a "TRANSFER"), except for Transfers pursuant to an
effective registration statement or pursuant to Rule 144 under the Securities
Act, unless the transferee agrees to be bound by the provisions of this
Agreement and the Stockholders Agreement and such Transfer is, where applicable,
made in compliance with the terms of the Stockholders Agreement; PROVIDED, that
the Warrants and the Warrant Shares shall not be subject to this Agreement upon
the Transfer to a beneficial owner other than IP, SAP, or ▇▇▇▇▇▇▇ and their
respective affiliates; PROVIDED FURTHER, that nothing contained herein shall
restrict the sale, assignment or transfer of any warrants issued by the Company
pursuant to the Credit Agreement dated December 16, 1997 by and between the
Company and SAP. Any Transfer not complying with the provisions of this
Agreement shall be void AB INITIO, shall not be effective for any purpose and
any purported transferee of such a Transfer shall not acquire any right or
interest in such Common Stock or the Company.
SECTION 3.2 RESTRICTIVE LEGENDS.
(a) For the term of this Agreement, each certificate
representing the shares of Common Stock or Common Stock Equivalents subject
hereto, and each instrument or certificate issued upon exchange or transfer
thereof, shall be stamped or otherwise imprinted with the following legend:
"THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
SUBJECT TO TRANSFER RESTRICTIONS, VOTING LIMITATIONS, AND OTHER TERMS
AND CONDITIONS CONTAINED IN A VOTING AGREEMENT DATED JULY 1, 1998 BY
AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY."
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(b) In addition, each certificate representing shares of
Common Stock or Common Stock Equivalents subject hereto and each instrument or
certificate issued upon exchange or Transfer thereof shall be stamped or
otherwise imprinted with any and all legends required by applicable state and
federal securities laws.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1 TERM. The term of this Agreement shall begin on
the Closing Date and shall remain in effect until the five (5) year anniversary
of the Closing Date.
SECTION 4.2 AMENDMENT. Any provision of this Agreement may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Company and the Required Holders; provided, that, no such
amendment or waiver: (i) that is adverse to any Holder that owns more than 5% of
the outstanding Common Stock shall be effective as to that Holder prior to the
three (3) year anniversary of the Closing Date without the consent of such
Holder or (ii) shall amend SECTION 2.1(a)(iv), SECTION 2.1(a)(v), the first
proviso of SECTION 2.1(a) or SECTION 2.2 unless approved by a majority of the
Independent Directors.
SECTION 4.3 SUCCESSORS AND ASSIGNS. All covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto including any and all subsequent Holders from time
to time.
SECTION 4.4 GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of Ohio, as applicable
to contracts executed and to be performed entirely in such state.
SECTION 4.5 ENTIRE AGREEMENT. Except as provided below, this
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and may not be modified or amended except in writing.
SECTION 4.6 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.
SECTION 4.7 ENFORCEMENT.
(a) The Holders each acknowledge and agree that irreparable
damage will occur if any of the provisions of this Agreement are not complied
with in accordance with their specific terms. Accordingly, the Company will be
entitled to an injunction to prevent breached of this Agreement and to enforce
specifically its provisions in any court of the United States or any state
having jurisdiction, this being in addition to any other remedy to which the
Company may be entitled at law or in equity.
(b) No failure or delay on the part of any party in the
exercise of any power, right or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right,
power or privilege.
SECTION 4.8 SEVERABILITY. In case any provision of this
Agreement shall be held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality, and enforceability of any such
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provision in every other respect and the remaining provisions shall not in any
way be affected or impaired thereby.
SECTION 4.9 NOTICES. Any notices or other communications
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telex, by telecopier, or registered or
certified mail, postage prepaid return receipt requested, addressed as follows
(or at such other address as may be substituted by notice given as herein
provided):
If to the Company:
------------------
Central Reserve Life Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ Lick, Jr.
If to any Holder, at its address listed on the signature pages hereof
or in any joinder agreement.
Any notice or communication hereunder shall be deemed to have been
given or made as of the date so delivered if personally delivered; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and five (5)
calendar days after mailing if sent by registered or certified mail (except that
a notice of change of address shall not be deemed to have been given until
actually received by the addressee). Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed on its behalf by its duly authorized officers, all as of
the day and year first above written.
CENTRAL RESERVE LIFE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: CFO
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SIGNATURE PAGE TO VOTING AGREEMENT
INSURANCE PARTNERS, L.P.
By: Insurance GenPar, L.P.,
its general partner
By: Insurance GenPar MGP, L.P.,
its general partner
By: Insurance GenPar MGP, Inc.,
its general partner
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
Address:
One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Copy to:
Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SIGNATURE PAGE TO VOTING AGREEMENT
INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P.
By: Insurance GenPar (Bermuda), L.P.,
its general partner
By: Insurance GenPar MGP (Bermuda), L.P.,
its general partner
By: Insurance GenPar MGP (Bermuda), Inc.,
its general partner
By:
--------------------------
Name:
-------------------------
Title:
------------------------
Address:
One Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
Copy to:
Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SIGNATURE PAGE TO VOTING AGREEMENT
STRATEGIC ACQUISITION PARTNERS, LLC
By:
Name:
Title:
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C.
Page 37 of 136 Pages
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SIGNATURE PAGE TO VOTING AGREEMENT
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C.
Page 38 of 136 Pages
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SIGNATURE PAGE TO VOTING AGREEMENT
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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SIGNATURE PAGE TO VOTING AGREEMENT
MERCANTILE BANK OF NORTHERN ILLINOIS, TRUSTEE OF
THE CONSECO STOCK OPTION DIRECTOR PLAN FBO
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #08590033
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Address:
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 40 of 136 Pages
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SIGNATURE PAGE TO VOTING AGREEMENT
MERCANTILE BANK OF NORTHERN ILLINOIS, TRUSTEE OF
THE CONSECO STOCK OPTION DIRECTOR PLAN FBO
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #08590034
By:
Name:
Title:
Address:
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 41 of 136 Pages
16
SIGNATURE PAGE TO VOTING AGREEMENT
/s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------
▇▇▇▇▇ ▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 42 of 136 Pages
17
SIGNATURE PAGE TO VOTING AGREEMENT
/s/ ▇▇▇ ▇▇▇▇▇
-------------------
▇▇▇ ▇▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 43 of 136 Pages
18
SIGNATURE PAGE TO VOTING AGREEMENT
TURKEY VULTURE FUND XIII, LTD.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.L.L.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Page 44 of 136 Pages
19
SIGNATURE PAGE TO VOTING AGREEMENT
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.L.L.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Page 45 of 136 Pages
20
SIGNATURE PAGE TO VOTING AGREEMENT
KRANTZ FAMILY LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, its General Partner
Address:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.L.L.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Page 46 of 136 Pages
21
SIGNATURE PAGE TO VOTING AGREEMENT
MEDICAL MUTUAL OF OHIO
By:
----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Page 47 of 136 Pages
22
SIGNATURE PAGE TO VOTING AGREEMENT
UNITED PAYORS AND UNITED PROVIDERS, INC.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
Address:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇
Page 48 of 136 Pages
23
SIGNATURE PAGE TO VOTING AGREEMENT
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
c/▇ ▇▇▇▇ Partners
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Page 49 of 136 Pages
24
SIGNATURE PAGE TO VOTING AGREEMENT
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
By:
-----------------------------
Name:
-----------------------------
Title:
----------------------------
Address:
c/▇ ▇▇▇▇ Partners
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 50 of 136 Pages
25
SIGNATURE PAGE TO VOTING AGREEMENT
LEG PARTNERS SBIC, L.P.
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
Address:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 51 of 136 Pages
26
EXHIBIT A
---------
JOINDER AGREEMENT
Reference is made to (i) that certain Voting Agreement, dated as of
_________, 1998, among Central Reserve Life Corporation, an Ohio corporation
(the "COMPANY"), and the persons signatory thereto (as amended and in effect
from time to time, the "VOTING AGREEMENT"), a copy of which is attached hereto,
and (ii) that certain Stockholders Agreement, dated as of ___________, 1998,
among the Company and the persons signatory thereto (as amended and in effect
from time to time, the "STOCKHOLDERS AGREEMENT"), copy of which is attached
hereto.
The undersigned, _________________________ [print name], in order to
become the owner or holder of __________ shares of common stock of the Company,
hereby agrees that by the undersigned's execution hereof, the undersigned is a
party to the Voting Agreement and the Stockholders Agreement subject to all of
the restrictions, conditions and obligations applicable to stockholders set
forth in such agreements. This Joinder Agreement shall take effect and shall
become a part of each such agreement immediately upon execution.
Executed as of the date set forth below.
Signature:
--------------------------
Address:
----------------------------
----------------------------
----------------------------
Date:
-------------------------------
ACCEPTED:
CENTRAL RESERVE LIFE CORPORATION
By:
--------------------------------
Name:
-----------------------------
Title:
-----------------------------
Date:
-----------------------------
Page 52 of 136 Pages
27
EXHIBIT B
================================================================================
INVESTOR CLOSING DATE SHARES
-------------------------------------- ------------------------------
Insurance Partners, L.P. 2,769,164
------------------------- ------------------------------
Insurance Partners Offshore (Bermuda), L.P. 1,576,292
------------------------------------------- ------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 933,636
------------------------------------------ ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 130,316
------------------------------------------ ------------------------------
Mercantile Bank of Northern Illinois,
Trustee of the Conseco Stock Option
Plan FBO ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
#08590033 37,764
#08590034 13,738
------------------------------------------ ------------------------------
▇▇▇▇▇ ▇▇▇▇ 100,000
------------------------------------------ -----------------------------
▇▇▇ ▇▇▇▇▇ 100,000
------------------------------------------ ------------------------------
Strategic Acquisition Partners, LLC -0-
------------------------------------------ -----------------------------
Turkey Vulture Fund XIII, Ltd. 720,910
------------------------------------------ ------------------------------
Medical Mutual of Ohio 363,636
------------------------------------------ ------------------------------
United Payors and United Providers, Inc. 181,818
------------------------------------------ ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 90,909
------------------------------------------ ------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ 90,909
------------------------------------------ ------------------------------
LEG Partners SBIC, L.P. 181,818
------------------------------------------ -----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇ 4,546
------------------------------------------ ------------------------------
▇▇▇▇▇▇ Family Limited Partnership 4,544
------------------------------------------ ------------------------------
Page 53 of 136 Pages