VOTING AGREEMENT
VOTING AGREEMENT, dated as of July 14, 1999 (the "Agreement"), between
PrimeVision Health, Inc., a Delaware corporation ("Prime"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(the "Stockholder").
WHEREAS, Prime has entered into an Agreement and Plan of Merger, dated
as of April 12, 1999(the "Merger Agreement"; capitalized terms not otherwise
defined herein shall have their respective meanings as set forth in the Merger
Agreement), by and among Saratoga Resources, Inc., a Delaware corporation (the
"Company"), OptiCare Shellco Merger Corporation, PrimeVision Shellco Merger
Corporation, OptiCare Eye Health Centers, Inc. and PrimeVision Health, Inc.,
which provides, among other things, upon the terms and subject to the conditions
thereof, for the mergers of each of PrimeVision Health, Inc. and OptiCare Eye
Health Centers, Inc. with wholly owned subsidiaries of Saratoga Resources, Inc.;
and
WHEREAS, as the date hereof, the Stockholder beneficially (as defined
in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended)
owns 2,111,274 shares of Company Common Stock (excluding 109,148 shares held by
▇▇▇▇ ▇▇▇▇▇ which are not subject to the terms of this Agreement) (the "Shares");
and
WHEREAS, as a condition to the Merger Agreement, the Stockholder has
agreed to enter into this Voting Agreement.
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 agree as follows:
ARTICLE 1.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Prime as follows:
SECTION 1.1 Authority Relative to This Agreement. He has all necessary
power and authority to execute and deliver this Agreement, to perform his
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by such
Stockholder, constitutes a legal, valid and binding obligation of Stockholder,
enforceable against him in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
SECTION 1.2 Title to the Shares. As of the date hereof, the Stockholder
is the beneficial owner of all of the Shares.
ARTICLE 2.
PROXY OF THE STOCKHOLDER
SECTION 2.1 Proxy. Commencing upon the Effective Time (as defined in
the Merger Agreement), the Stockholder hereby irrevocably appoints ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇ until the Termination Date (as hereinafter defined), as
his attorney and proxy pursuant to the provisions of Section 212 of the General
Corporation Law of the State of Delaware, with full power of substitution, on
all matters to vote in such manner as ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇ or his
substitute shall, in its sole discretion, deem proper and otherwise act (by
written consent or otherwise) with respect to the Shares now owned by such
Stockholder, which the Stockholder is entitled to vote at any meeting of
stockholders of the Company (whether annual or special and whether or not an
adjourned or postponed meeting) or consent in lieu of any such meeting or
otherwise. This proxy and power of attorney is irrevocable and coupled with an
interest. The Stockholder hereby revokes all other proxies and powers of
attorney with respect to his Shares which it may have heretofore appointed or
granted, and, no subsequent proxy or power of attorney shall be given or written
consent executed and if given or executed shall not be effective) by the
Stockholder with respect thereto.
ARTICLE 3.
MISCELLANEOUS
SECTION 3.1 No Transfer Restrictions. Prime hereby agrees and
understands that (i) this Agreement does not in any manner restrict or prohibit
the Stockholder's transfer of the Shares, (ii) this Agreement and the proxy
granted hereunder shall only effect any Shares now beneficially owned by the
Stockholder and for only so long as such Shares are beneficially owned by the
Stockholder, and (ii) that the Proxy and other rights granted hereunder will
lapse with respect to any Shares transferred upon transfer of such Shares.
SECTION 3.2 Further Assurances. The parties will execute and deliver
all such further documents and instruments and take all such further action as
may be necessary in order to consummate the transactions contemplated hereby.
SECTION 3.3 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed
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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 3.4 Entire Agreement. This Agreement constitutes the entire
agreement between Prime and the Stockholder with respect to the subject matter
hereof and supersedes all prior agreements and understandings, both written and
oral, between Prime and the Stockholder with respect to the subject matter
hereof.
SECTION 3.5 Amendment; Waiver. This Agreement may not be amended except
by an instrument in writing signed by the parties hereto.
SECTION 3.6 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by cable,
telecopy, telegram or telex or by registered or certified mail (postage prepaid,
return receipt requested) to the respect parties at the following addresses (or
at such other address for a party as shall be specified in a notice given in
accordance with this Section 4.07):
if to Prime:
PRIMEVISION HEALTH, INC.
First Union Capital Center
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
if to the Stockholder:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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SECTION 3.7 Governing Law. This Agreement shall be governed by, and
construed in accordance with the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.
SECTION 3.8 Termination. This Agreement and the proxy granted hereunder
shall terminate on one year from the date hereof (the "Termination Date"). In
the event of the termination of this Agreement, this Agreement shall forthwith
become void and there shall be no liability on the part of Prime or each of the
Stockholder under this Agreement.
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SECTION 3.9 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, Prime has caused this Agreement to be executed by
its officer thereunto duly authorized and the Stockholder has duly executed this
Agreement, each as of the date first written above.
PRIMEVISION HEALTH, INC.
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Acting Chief Financial Officer
and Treasurer
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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