1
EXHIBIT 7.5
STOCKHOLDERS AGREEMENT
by and among
CENTRAL RESERVE LIFE CORPORATION
and
THE SECURITY HOLDERS LISTED ON
THE SIGNATURE PAGES HEREOF
Dated as of July 1, 1998
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Page 54 of 136 Pages
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
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1.1 Definitions............................................... 1
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1.2 Rules of Construction..................................... 3
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1.3 Other Definitions......................................... 3
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ARTICLE II
CERTAIN OTHER ACTIVITIES; FIDUCIARY DUTIES
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2.1 Other Activities of the Holders; Fiduciary Duties......... 4
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ARTICLE III
TRANSFERS OF SECURITIES
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3.1 Drag Along Rights......................................... 4
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3.2 Tag Along Rights.......................................... 5
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3.3 Certain Events Not Deemed Transfers....................... 6
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3.4 Replacement of Securities................................. 6
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3.5 Restrictive Legend........................................ 6
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ARTICLE IV
TERMINATION
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4.1 Termination............................................... 7
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ARTICLE V
MISCELLANEOUS
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5.1 Notices................................................... 7
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5.2 Legal Holidays............................................ 8
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5.3 Governing Law............................................. 8
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5.4 Successors and Assigns.................................... 8
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5.5 Duplicate Originals....................................... 8
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5.6 Severability.............................................. 8
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5.7 No Waivers; Amendments.................................... 8
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Page 55 of 136 Pages
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STOCKHOLDERS AGREEMENT
----------------------
THIS STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of July 1,
1998, is entered into 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.
NOW, THEREFORE, for and in consideration of the premises, mutual
covenants, and agreements contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
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1.1 Definitions. As used in this Agreement, the following terms shall
have the following meanings:
"ACCREDITED INVESTOR" shall mean an "Accredited Investor," as
defined in Regulation D, or any successor rule then in effect.
"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" 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.
"AGREEMENT" shall mean this Agreement, as such from time to
time may be amended.
"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.
"COMPANY" shall have the meaning set forth in the introductory
paragraph hereof.
"CO-SELLER" shall have the meaning set forth in Section 3.1.
"FULLY-DILUTED COMMON STOCK" shall mean, at any time, the then
outstanding Common Stock plus (without duplication) all shares of
Common Stock issuable, whether at such time or upon the passage of time
or the occurrence of future events, upon the exercise, conversion, or
exchange of all then outstanding Common Stock Equivalents.
"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.
"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.
Page 56 of 136 Pages
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"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 any of the foregoing, and any Person that is a limited
partner of IP Delaware or IP Bermuda.
"LEGAL HOLIDAY" shall have the meaning set forth in Section 5.2.
"PARTICIPATION OFFER" shall have the meaning set forth in Section 3.2.
"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.
"REGULATION D" shall mean Regulation D promulgated under the
Securities Act by the SEC.
"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.
"SEC" shall mean the Securities and Exchange Commission.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.
"SIGNIFICANT DRAG SALE" shall have the meaning set forth in Section
3.1.
"SIGNIFICANT TAG SALE" shall have the meaning set forth in Section
3.2.
"SUBSIDIARY" of any Person shall mean (i) a corporation a majority of
whose outstanding shares of capital stock or other equity interests with
voting power, under ordinary circumstances, to elect directors, is at the
time, directly or indirectly, owned by such Person, by one or more
subsidiaries of such Person, or by such Person and one or more subsidiaries
of such Person, and (ii) any other Person (other than a corporation) in
which such Person, a subsidiary of such Person, or such Person and one or
more subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, has (x) at least a majority ownership interest or
(y) the power to elect or direct the election of the directors or other
governing body of such Person.
"TRANSFER" shall mean any disposition of any Common Stock or any
interest therein that would constitute a "sale" thereof within the meaning
of the Securities Act.
1.2 RULES OF CONSTRUCTION. Unless the context otherwise requires: (a) a
term shall have the meaning assigned to it; (b) "OR" is not exclusive; (c) words
in the singular shall include the plural, and words in the plural shall include
the singular; (d) provisions apply to successive events and transactions; (e)
the words "HEREOF," "HEREIN," "HEREUNDER," and words of similar import shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement; (f) words in the neuter or masculine gender shall include the
feminine, masculine, and neuter genders; (g) all references to Articles and
Sections refer to Articles and Sections of this Agreement; and (h) "INCLUDE" and
derivatives thereof shall mean "including, without limitation."
1.3 OTHER DEFINITIONS. Certain capitalized terms used in this
Agreement, but not defined in this Article I, shall have the meanings set forth
elsewhere in this Agreement.
ARTICLE II
CERTAIN OTHER ACTIVITIES; FIDUCIARY DUTIES
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Page 57 of 136 Pages
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2.1 OTHER ACTIVITIES OF THE HOLDERS; FIDUCIARY DUTIES. It is understood
and accepted that the Holders and their Affiliates have interests in other
business ventures which may be in conflict with the activities of the Company
and its Subsidiaries and that, subject to applicable law, nothing in this
Agreement shall limit the current or future business activities of the Holders
whether or not such activities are competitive with those of the Company and its
Subsidiaries. Nothing in this Agreement, express or implied, shall relieve any
officer or director of the Company or any of its Subsidiaries, or any Holder, of
any fiduciary or other duties or obligations they may have to the Company's
stockholders.
ARTICLE III
TRANSFERS OF SECURITIES
-----------------------
3.1 DRAG ALONG RIGHTS
3.1.1 APPLICABILITY. In connection with any Transfer by
members of the IP Group of shares of Common Stock and/or Common Stock
Equivalents representing more than twenty percent (20%) of the
outstanding shares of Common Stock (provided, that for the purposes of
such calculation, the following shares of Common Stock shall be deemed
to be issued and outstanding: (i) any shares of Common Stock to be
Transferred that are to be issued pursuant to the exercise or
conversion of any Common Stock Equivalents and (ii) any shares of
Common Stock underlying any Common Stock Equivalents that are to be
Transferred) in any one transaction or series of related transactions
(a "SIGNIFICANT DRAG SALE"), the IP Group shall have the right to
require each non-selling Holder (each, a "CO-SELLER") to Transfer a
portion of its Common Stock and/or Common Stock Equivalents which
represents the same percentage of the Fully-Diluted Common Stock held
by such Co-Seller as the shares of Common Stock and/or Common Stock
Equivalents being disposed of by the IP Group represent of the
Fully-Diluted Common Stock held by the IP Group. (For example, if the
IP Group is selling sixty-five percent (65%) of its Fully-Diluted
Common Stock position, each Co-Seller shall be required to sell
sixty-five percent (65%) of its Fully-Diluted Common Stock position.)
All Common Stock Transferred by Holders pursuant to this Section 3.1
shall be sold at the same price and time and otherwise treated
identically with the Common Stock being sold by the IP Group in all
respects.
3.1.2 NOTICE OF SIGNIFICANT DRAG SALE. IP Delaware, on behalf
of the IP Group, shall give each Co-Seller at least thirty (30) days'
prior written notice of any Significant Drag Sale as to which the IP
Group intends to exercise its rights under this Section 3.1. If the IP
Group elects to exercise its rights under this Section 3.1, the
Co-Sellers shall take such actions as may be reasonably required and
otherwise cooperate in good faith with the IP Group in connection with
consummating the Significant Drag Sale (including the voting of any
Common Stock or other voting capital stock of the Company to approve
such Significant Drag Sale). At the closing of such Significant Drag
Sale, each Co-Seller shall deliver certificates for all shares of
Common Stock to be sold by such Co-Seller, duly endorsed for transfer,
with the signature guaranteed, to the purchaser against payment of the
appropriate purchase price.
3.2 TAG ALONG RIGHTS
3.2.1 APPLICABILITY. In the event any Holder desires to effect
a Transfer (other than a Transfer in an underwritten public offering
pursuant to an effective registration statement under the Securities
Act) of shares of Common Stock and/or Common Stock Equivalents
representing more than twenty percent (20%) of the outstanding shares
of Common Stock (provided, that for the purposes of such calculation,
the following shares of Common Stock shall be deemed to be issued and
outstanding: (i) any shares of Common Stock to be Transferred that are
to be issued pursuant to the exercise or conversion of any Common Stock
Equivalents and (ii) any shares of Common Stock
Page 58 of 136 Pages
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underlying any Common Stock Equivalents that are to be Transferred) in
any one transaction or series of related transactions (a "SIGNIFICANT
TAG Sale"), and the IP Group does not elect to exercise its rights (if
any) under Section 3.1, then at least thirty (30) days prior to the
closing of such Significant Tag Sale, such Holder shall make an offer
(the "PARTICIPATION OFFER") to each Co-Seller to include in the
proposed Significant Tag Sale a portion of its Common Stock and/or
Common Stock Equivalents which represents the same percentage of such
Co-Seller's Fully-Diluted Common Stock as the shares of Common Stock
and/or Common Stock Equivalents being sold by such Holder represent of
its Fully-Diluted Common Stock; PROVIDED, HOWEEVER, that, if the
consideration to be received by such Holder includes any securities,
only Co-Sellers who have certified to the reasonable satisfaction of
such Holder that they are Accredited Investors shall be entitled to
participate in such transfer, unless the transferee consents
otherwise.
3.2.2 TERMS OF PARTICIPATION OFFER. The Participation Offer
shall describe the terms and conditions of the proposed Significant Tag
Sale and shall be conditioned upon (i) the consummation of the
transactions contemplated in the Participation Offer with the
transferee named therein, and (ii) each Co-Seller's execution and
delivery of all agreements and other documents as the Holder is
required to execute and deliver in connection with such Significant Tag
Sale (provided that the Co-Seller shall not be required to make any
representations or warranties in connection with such sale or transfer
other than representations and warranties as to (A) such Co-Seller's
ownership of his or its Common Stock to be sold or transferred free and
clear of all liens, claims, and encumbrances, (B) such Co-Seller's
power and authority to effect such transfer, and (C) such matters
pertaining to compliance with securities laws as the transferee may
reasonably require). If any Co-Seller shall accept the Participation
Offer, the Holder shall reduce, to the extent necessary, the number of
shares of Common Stock it otherwise would have sold in the proposed
transfer so as to permit those Co-Sellers who have accepted the
Participation Offer to sell the number of shares of Common Stock that
they are entitled to sell under this Section 3.2, and the Holder and
such Co-Sellers shall transfer the number of shares of Common Stock
specified in the Participation Offer to the proposed transferee in
accordance with the terms of such transfer as set forth in the
Participation Offer.
3.3 CERTAIN EVENTS NOT DEEMED TRANSFER. In no event shall any exchange,
reclassification, or other conversion of shares into any cash, securities, or
other property pursuant to a merger or consolidation of the Company or any
Subsidiary with, or any sale or transfer by the Company or any Subsidiary of all
or substantially all its assets to, any Person constitute a Significant Drag
Sale or a Significant Tag Sale for purposes of Section 3.1 or 3.2; PROVIDED,
HOWEVER, that all of Holders of Common Stock receive the same consideration per
share in such exchange, reclassification, or conversion. In addition, Sections
3.1 and 3.2 shall not apply to any transfer, sale, or disposition of shares of
Common Stock solely among Holders.
3.4 REPLACEMENT OF SECURITIES. If a mutilated certificate representing
Common Stock is surrendered to the Company or if the Holder of a certificate
representing Common Stock claims and submits an affidavit or other evidence,
satisfactory to the Company, to the effect that any such certificate has been
lost, destroyed, or wrongfully taken, the Company shall issue a replacement
certificate if the Company's requirements are met. If required by the Company,
such security holder must provide an indemnity bond, or other form of indemnity,
sufficient in the judgment of the Company to protect the Company against any
loss which may be suffered; provided, however, that no indemnity bond or other
form of indemnity shall be required from a Holder who is an Accredited Investor.
3.5 RESTRICTIVE LEGEND. Each certificate representing Common Stock
issued to each Holder or a subsequent transferee shall include a legend in
substantially the following form:
THIS SECURITY IS SUBJECT TO CERTAIN RIGHTS AND RESTRICTIONS
SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF JULY 1,
1998, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICES.
Page 59 of 136 Pages
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ARTICLE IV
TERMINATION
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4.1 TERMINATION. The provisions of this Agreement shall terminate on
July 1, 2003.
ARTICLE V
MISCELLANEOUS
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5.1 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:
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Central Reserve Life Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ Lick, Jr.
If to any Holder, at its address listed on the signature pages hereof.
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.
5.2 LEGAL HOLIDAYS. A "LEGAL HOLIDAY" used with respect to a particular
place of payment is a Saturday, a Sunday, or a day on which banking institutions
at such place are not required to be open. If a payment date is a Legal Holiday
at such place, payment may be made at such place on the next succeeding day that
is not a Legal Holiday, and no interest on the amount of such payment shall
accrue for the intervening period.
5.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF.
5.4 SUCCESSORS AND ASSIGNS. Whether or not an express assignment has been
made pursuant to the provisions of this Agreement, provisions of this Agreement
that are for the Holders' benefit as the holders of any Common Stock are also
for the benefit of, and enforceable by, all subsequent holders of Common Stock,
except as otherwise expressly provided herein. This Agreement shall be binding
upon the Company, each Holder, and their respective successors and assigns.
5.5 DUPLICATE ORIGINALS. All parties may sign any number of copies of this
Agreement. Each signed copy shall be an original, but all of them together shall
represent the same agreement.
5.6 SEVERABILITY. In case any provision in this Agreement shall be held
invalid, illegal, or unenforceable in any respect for any reason, the validity,
legality, and enforceability of any such provision in every other respect and
the remaining provisions shall not in any way be affected or impaired thereby.
Page 60 of 136 Pages
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5.7 NO WAIVERS; AMENDMENTS
5.7.1 No failure or delay on the part of the Company or any
Holder in exercising any right, power, or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power, or remedy preclude any other or further
exercise thereof or the exercise of any other right, power, or remedy.
The remedies provided for herein are cumulative and are not exclusive
of any remedies that may be available to the Company or any Holder at
law, in equity, or otherwise.
5.7.2 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 amendment or
waiver 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 year anniversary of the date hereof without such Holder's
consent.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.
CENTRAL RESERVE LIFE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: CFO
Page 62 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Page 63 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS 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: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Page 64 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
STRATEGIC ACQUISITION PARTNERS, LLC
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C.
Page 65 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇▇▇, Will & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.C.
Page 66 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 67 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
MERCANTILE BANK OF NORTHERN ILLINOIS,
TRUSTEE OF THE CONSECO STOCK OPTION
DIRECTOR PLAN FBO
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #08590033
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Address:
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 68 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
MERCANTILE BANK OF NORTHERN ILLINOIS,
TRUSTEE OF THE CONSECO STOCK OPTION
DIRECTOR PLAN FBO
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ #08590034
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address:
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 69 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 70 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ ▇▇▇ ▇▇▇▇▇
-----------------------------
▇▇▇ ▇▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 71 of 136 Pages
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SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
TURKEY VULTURE FUND XIII, LTD.
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.L.L.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Page 72 of 136 Pages
20
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.L.L.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Page 73 of 136 Pages
21
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
KRANTZ FAMILY LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, its General Partner
Address:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.L.L.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Page 74 of 136 Pages
22
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
MEDICAL MUTUAL OF OHIO
By:
---------------------------
Name:
------------------------
Title:
-----------------------
Address:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Page 75 of 136 Pages
23
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
UNITED PAYORS AND UNITED PROVIDERS, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Address:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇
Page 76 of 136 Pages
24
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
c/▇ ▇▇▇▇ Partners
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Page 77 of 136 Pages
25
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
By:
--------------------------
Name:
-------------------------
Title:
-----------------------
Address:
c/▇ ▇▇▇▇ Partners
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 78 of 136 Pages
26
SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT
LEG PARTNERS SBIC, L.P.
By:
--------------------------
Name:
-----------------------
Title:
-----------------------
Address:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Page 79 of 136 Pages