REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 1997 • Insurance Partners Lp • Insurance agents, brokers & service • California
ANDStock Purchase Agreement • May 29th, 1998 • Insurance Partners Lp • Insurance agents, brokers & service • Delaware
ARTICLE IVoting Agreement • May 29th, 1998 • Insurance Partners Lp • Insurance agents, brokers & service • Delaware
R E C I T A L SRegistration Rights Agreement • July 14th, 1998 • Insurance Partners Lp • Life insurance • Ohio
Exhibit 99.5Securities Purchase Agreement • September 23rd, 1998 • Insurance Partners Lp • Fire, marine & casualty insurance • New York
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 1999 • Insurance Partners Lp • Life insurance
STOCKHOLDERS AGREEMENT by and amongStockholders Agreement • July 14th, 1998 • Insurance Partners Lp • Life insurance • Ohio
AGREEMENT OF UNDERSTANDING Dated July 3, 1998Stock Purchase Agreement • July 14th, 1998 • Insurance Partners Lp • Life insurance
VOTING AGREEMENTVoting Agreement • July 14th, 1998 • Insurance Partners Lp • Life insurance • Ohio
JOINDER AGREEMENTJoinder Agreement • January 13th, 2000 • Insurance Partners Lp • Life insurance
Reference is made to (i) that certain Voting Agreement dated as of July 1, 1998, among Central Reserve Life Corporation, an Ohio corporation (now known as Ceres Group, Inc., a Delaware 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 as Exhibit A, and (ii) that certain Stockholders Agreement dated as of July 1, 1998, among the Company and the persons signatory thereto (as amended and in effect from time to time, the "Stockholders Agreement"), a copy of which is attached hereto as Exhibit B.
2 3 thereby. All corporate, limited liability company, partnership, as applicable, and other acts or proceedings required to be taken by Investor to authorize the execution, delivery and performance of this Agreement and all transactions contemplated...Stock Subscription Agreement • March 1st, 1999 • Insurance Partners Lp • Life insurance • Ohio
EXHIBIT 5 COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 29th, 1998 • Insurance Partners Lp • Insurance agents, brokers & service
Exhibit 1 --------- Agreement Relating to Joint Filing of Statement on Schedule 13D ---------------------------------- This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or...Insurance Partners Lp • July 16th, 1998 • Life insurance
This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of common shares, $1.00 par value per share, of Annuity Life and Re (Holdings), Ltd. is being filed on behalf of the undersigned.
Exhibit 1 CONTRIBUTION AND AMENDMENT AGREEMENT CONTRIBUTION AND AMENDMENT AGREEMENT dated as of February 16 1999 (this "Agreement") by and among Insurance Partners, L.P., International Managed Care Co-Investment, LLC, Peter Small, Robert Morrison and...Contribution and Amendment Agreement • January 13th, 2000 • Insurance Partners Lp • Life insurance • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • January 15th, 2004 • Insurance Partners Lp • Life insurance
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.
Exhibit 4 Agreement Relating to Joint Filing of Statement on Schedule 13D This will confirm the agreement by and between the undersigned that the Amendment No. 1 to the Schedule 13D (the "Statement") filed on or about this date with respect to the...Insurance Partners Lp • October 29th, 1999 • Life insurance
This will confirm the agreement by and between the undersigned that the Amendment No. 1 to the Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of common shares, $1.00 par value per share, of Annuity Life and Re (Holdings), Ltd. is being filed on behalf of the undersigned.
JOINT FILING AGREEMENTJoint Filing Agreement • September 7th, 2005 • Insurance Partners Lp • Life insurance
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.
RECITALS:Indemnification and Closing Agreement • July 14th, 1998 • Insurance Partners Lp • Life insurance • Ohio
ContractStock Purchase Agreement • September 7th, 2005 • Insurance Partners Lp • Life insurance • Ohio
STOCK PURCHASE AGREEMENT, dated as of September 1, 2005 (this “Agreement”), between Ceres Group, Inc., a Delaware corporation (“Ceres”), and International Managed Care, LLC, a Delaware limited liability company (“IMC”) and International Managed Care (Bermuda), L.P., a Bermuda limited partnership (“IMC Bermuda”) (each a “Seller” and together “Sellers”).
