STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT dated as of January 26, 1996 by and
among AMCOMP INCORPORATED, a Delaware corporation (the "Company"), the several
parties named on the signature pages hereof under the heading "Purchasers"
(collectively, the "Purchasers") and the several parties named on the signature
pages hereof under the heading "Founders" (collectively, the "Founders") . The
Purchasers and the Founders are herein collectively referred to as the
"Stockholders," and each individually as a "Stockholder".
WHEREAS, the Company has entered into a Securities Purchase
and Asset Transfer Agreement dated as of January 26, 1996 (the "Purchase
Agreement") with the Stockholders pursuant to which (i) the Purchasers will, on
the Initial Closing Date (as defined therein) or thereafter, pursuant to the
provisions of Sections 1.01 and 1.04 thereof, purchase (x) first, from the
Company 1,400,000 shares of its Series A Convertible Preferred Stock, par value
$1 per share ("Series A Preferred Stock"), and (y) following such purchases,
from the Founders 1,600,000 shares of the Company's Common Stock, $.01 par value
per share ("Common Stock"), and (ii) the Purchasers may in the future, pursuant
to the provisions of Article II of the Purchase Agreement, purchase (a) up to
1,000,000 additional shares of Series A Preferred Stock and (b) up to 1,000,000
shares of 10% Series B Non-Convertible Cumulative Preferred Stock, $1 par value
per share ("Series B Preferred Stock, " and collectively with Series A Preferred
Stock, "Preferred Stock"), of the Company.
WHEREAS, upon the consummation of the transactions to occur on
the Initial Closing Date and thereafter pursuant to Sections 1.01 and 1.04 of
the Purchase Agreement, the Purchasers and the Founders will own the respective
numbers of shares of Common Stock and Series A Preferred Stock appearing
opposite their respective names in Annex I and Annex II to the Purchase
Agreement (subject to adjustment, in the case of the Purchasers, if the events
referred to in the last sentence of Section 11 hereof occur); and
WHEREAS, all of the Stockholders believe that it is in the
best interests of the Company that certain arrangements be made among themselves
with respect to the election of directors of the Company and with respect to
certain other matters;
NOW, THEREFORE, in consideration of the premises and the
covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Designation of Directors. (a) During the term of
this Agreement, the Stockholders will vote all shares of voting capital stock of
the Company held by them and will otherwise use their best efforts to cause to
be elected to the Board of Directors of the Company eight individuals, of whom
(i) so long as the Founders, in the aggregate, own at least 50% of the Common
Stock to be owned by them (after giving effect to the sales of Common Stock to
be made by them to the Purchasers pursuant to Section 1.01 and Section 1.04 of
the Purchase Agreement) (A) three directors (the "▇▇▇▇▇▇▇▇ Designees") shall be
designated by ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), provided that not more than two of
the ▇▇▇▇▇▇▇▇ Designees may be an officer or employee of the Company or any
subsidiary thereof, and (B) one director (who shall not be an affiliate of the
Stockholders or of the Company) (the "Founders Designee") shall be designated by
a majority in interest of the Founders, subject to the consent of the
Purchasers, which consent shall not be unreasonably withheld; and (ii) so long
as the Purchasers, in the aggregate, own at least 50% of the Common Stock
acquired by them on the Initial Closing Date or subsequently acquired by them
pursuant to the Purchase Agreement (treating for purposes of such computation
each holder of Preferred Stock as the holder of the number of shares of Common
Stock at the time issuable upon conversion of such shares), (x) two directors
(the "WCAS Designees") shall be designated by Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
VII, L.P. ("WCAS VII"), (y) one director (the "Sprout Designee") shall be
designated by Sprout Growth II, L.P. ("Sprout"), and (z) one director (who shall
not be an affiliate of the Stockholders or of the Company) (the "Purchaser
Designee") shall be designated by a majority in interest of the Purchasers,
subject to the consent of the Founders, which consent shall not be unreasonably
withheld. The Company shall pay all reasonable out-of-pocket expenses incurred
by any such individual or individuals in attending meetings of the Company's
Board of Directors and committee meetings thereof.
(b) ▇▇▇▇▇▇▇▇, WCAS VII, Sprout, or a majority in interest of
the Purchasers or the Founders, as the case may be, may from time to time choose
any or all of the persons who are to be ▇▇▇▇▇▇▇▇ Designees, WCAS Designees, the
Sprout Designee, the Purchaser Designee or the Founders Designee, as the case
may be, and shall have the right to cause the removal or replacement of any of
their respective designees. If any designee shall cease to be a member of the
Board of Directors of the Company by reason of resignation, death, disability or
removal or otherwise, then the party entitled to designate such designee shall
designate a
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successor to such person and the Stockholders will vote all shares of voting
capital stock of the Company then held by them and will otherwise use their best
efforts to cause such designee to be elected to the Board of Directors.
SECTION 2. Approval of Certain Actions. (a) So long as any
shares of Series A Preferred Stock or Series B Preferred Stock are outstanding,
the Company shall not, and shall not permit any subsidiary to, without the prior
written consent of holders of 66-2/3% of the outstanding shares of each class of
Preferred Stock, (i) incur indebtedness in excess of $2,000,000 in the aggregate
(on a consolidated basis for the Company and all subsidiaries) at any time
outstanding, (ii) grant or issue any equity securities (or any options or rights
to acquire, or securities convertible into, equity securities) of the Company or
any subsidiary or (iii) merge or consolidate with or into any other person, sell
or otherwise transfer of all or any substantial portion of its assets or
liquidate.
(b) Without limiting the foregoing, for so long as ▇▇▇▇▇▇▇▇
continues to own not less than 75% of the number (less up to 250,000 shares
which may be transferred by him to ▇▇▇▇ ▇▇▇▇) of shares of Common Stock to be
owned by him after giving effect to the sales to be made by him to the
Purchasers pursuant to Sections 1.01 and 1.04 of the Purchase Agreement, the
Company shall not take any action set forth in clause (ii) of paragraph (a)
above without also obtaining the prior written consent of ▇▇▇▇▇▇▇▇.
(c) Notwithstanding anything to the contrary in this Section
2, no approval of the holders of Preferred Stock or ▇▇▇▇▇▇▇▇, as the case may
be, shall be required for grants by the Company of options to acquire up to
500,000 shares of Common Stock pursuant to stock option plans from time to time
in effect and the issuance of Common Stock upon the exercise of such options.
SECTION 3. Buy-Sell Arrangement. (a) The Purchasers, acting as
a group, and the Founders, acting as a group, will each have the right to
initiate the following buy-sell procedure during a period commencing upon the
expiration of 30 full calendar months following the date of the Initial Closing
Date and ending upon the termination of this Agreement. The group wishing to
initiate the procedure (the "Initiating Group") shall submit an offer (the
"Offer") in writing to the other group (the "Responding Group") to purchase all
shares of Common Stock (and if the Founders are the Initiating Group, all shares
of Preferred Stock) owned by the Responding Group for a cash price per share of
Common Stock (the "Offer Price") to be specified in the offer, and, if Preferred
Stock must be included in the offer, at the
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cash price for shares thereof set forth below (the "Preferred Stock Price").
(b) The Responding Group shall, within 60 days of receipt of
such offer, elect either (i) to sell all shares of the Company's stock owned by
it to the Initiating Group or (ii) to purchase all shares of the Company's stock
owned by the Initiating Group at the Offer Price and (if applicable) the
Preferred Stock Price, in which event the Initiating Group shall sell all such
shares owned by it to the Responding Group. If the Responding Group does not
give written notice of its election to the Initiating Group within such 60 day
period, it shall be deemed to have elected to sell its shares to the Initiating
Group.
(c) Whichever of the Initiating Group or the Responding Group
is to make the purchase hereunder (the "Acquiring Group") shall consummate such
purchase within 180 days of such election by the Responding Group. If the
Acquiring Group is unable to consummate such purchase, then the other group may,
at its option, either purchase the Acquiring Group's shares or again initiate
the procedure at a future date, and such Acquiring Group shall no longer have
the right to submit an Offer in accordance with paragraph (a) above.
(d) The Preferred Stock Price for each share of Series A
Preferred Stock shall be the Offer Price that would be payable for the shares of
Common Stock into which each such share of Series A Preferred Stock is
convertible. The Preferred Stock Price for each share of Series B Preferred
Stock shall be $10 plus accrued but unpaid dividends thereon to the date of
purchase.
(e) In the event that the Founders sell all shares of Common
Stock then held by them in accordance with this Section 3, ▇▇▇▇▇▇▇▇ hereby
agrees that, for the eighteen month period following such sale, he will not (i)
engage, whether directly or indirectly, in competition with or conduct any
business or activity identical or similar to the business of the Company or any
subsidiary of the Company as presently conducted or as may be conducted by the
Company or any such subsidiary in the future, (ii) solicit any customer of the
Company or any subsidiary of the Company or (iii) make any statement or perform
any action that would be reasonably expected to injure an interest of the
Company or any subsidiary of the Company in its dealings with present, future or
potential clients; provided, however, that ▇▇▇▇▇▇▇▇ may own an equity interest
in any business or activity, not to exceed 5% of such business or activity, if
the capital stock representing such equity interest is listed on a public stock
exchange. ▇▇▇▇▇▇▇▇ agrees that the limitations set forth in this paragraph
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(e) are reasonable and properly required for the adequate protection of the
business of the Company.
SECTION 4. Transfer of Shares. (a) Except as otherwise
provided in paragraph (b) below, no Purchaser or Founder (for purposes of this
Section 4, a "Transferor") will sell, transfer or otherwise dispose of any
Common Stock or Preferred Stock, if as a result of such transfer such Transferor
would own less than 75% of the shares of Common Stock or Preferred Stock, as the
case may be, owned by the Transferor on the date hereof.
(b) The provisions of paragraph (a) above shall not apply with
respect to (i) a transfer by a Transferor to an affiliate (as defined in Rule
405 under the Securities Act of 1933, as amended (the "Securities Act")) of such
Transferor, (ii) any distributions or transfers by a Transferor which is a
partnership to its partners (including its limited partners), or (iii) in the
case of a Transferor who is an individual, any transfer by such Transferor to
the spouse or lineal descendants of such Transferor, including without
limitation any transfer by bequest or devise, or to a trust or trusts for the
benefit of such Transferor or any of the foregoing.
(c) No Transferor shall sell, transfer or otherwise dispose of
any shares of Common Stock or any shares of Preferred Stock, unless the
transferee agrees to be bound by the provisions of Section 3 hereof as though
such transferee were a member of the Purchaser group or the Founder group, as
the case may be.
SECTION 5. Legend on Stock Certificates. Each certificate
representing shares of Common Stock or Preferred Stock held by any Stockholder
shall conspicuously bear the following legend until such time as the shares
represented thereby are no longer subject to the provisions hereof:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS OF A STOCKHOLDERS AGREEMENT, DATED AS OF
JANUARY 26, 1996 AMONG AMCOMP INCORPORATED (THE "COMPANY") AND
CERTAIN HOLDERS OF SHARES OF THE OUTSTANDING CAPITAL STOCK OF
THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE COMPANY."
The Company covenants that it will keep a copy of this
Agreement on file at the address specified in, or pursuant to, Section 10 for
the purpose of furnishing copies hereof to the holders of record of shares of
Common Stock and Preferred Stock.
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SECTION 6. Duration of Agreement. This Agreement and all
obligations hereunder shall terminate upon the consummation of a firm commitment
public offering of Common Stock of the Company registered pursuant to the
Securities Act resulting in proceeds to the Company of not less than $30,000,000
after deduction of underwriting discounts and commissions, but before deduction
of other expenses of issuance.
SECTION 7. Representations and Warranties. (a) Each of the
Company and each Stockholder represents and warrants, severally and not jointly,
to the Company and the other Stock- holders as follows:
(i) The execution, delivery and performance of this Agreement
by the Company or such Stockholder, as the case may be, will not
violate in any material respect any provision of law, any order of any
court or other agency of government, or any provision of any indenture,
agreement or other instrument to which the Company or such Stockholder
or any of its, his or her, as the case may be, properties or assets is
bound, or conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any such indenture,
agreement or other instrument, or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of
the properties or assets of the Company or such Stockholder (other than
those arising hereunder).
(ii) This Agreement has been duly executed and delivered by
the Company or such Stockholder, as the case may be, and constitutes
the legal, valid and binding obligation of the Company or such
Stockholder, enforceable against the Company or such Stockholder in
accordance with its terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
laws of general application affecting the enforcement of creditors'
rights, and except that the availability of the equitable remedies of
specific performance and injunctive relief may be subject to the
discretion of the court before which any proceeding may be brought.
(b) Each Stockholder represents and warrants, severally and
not jointly, to the Company and the other Stockholders that as of the date
hereof such Stockholder does not own or have any rights to acquire any shares of
the capital stock of the Company except as set forth in or pursuant to the
Purchase Agreement.
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SECTION 8. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware.
SECTION 9. Successors and Assigns. This Agreement shall be
binding upon the parties hereto and their respective successors and assigns
(which become such by operation of law), legal representatives and heirs.
SECTION 10. Notices. Any notice, demand or request required or
permitted to be given under the provisions of this Agreement (a) shall be in
writing; (b) shall be delivered personally, including by means of telecopy
(confirmed by a subsequent delivery by courier or mail) or courier, or mailed by
registered or certified mail, postage prepaid and return receipt requested; (c)
shall be deemed given on the date of personal delivery or on the date that is
five days after the date set forth on the return receipt; and (d) shall be
delivered or mailed as follows or to such other address as any party may from
time to time direct:
if to the Company, to it at
▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
with a copy to
Olshan, Grundman, Frome & ▇▇▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
or if to any Stockholder at its address set forth in Annex I
or II to, or as otherwise determined as provided in, the
Purchase Agreement.
SECTION 11. Modification. Except as otherwise provided herein,
neither this Agreement nor any provision hereof may be modified, changed,
discharged or terminated except by the written agreement of (i) the holders of a
majority in interest of the Common Stock and the Series A Preferred Stock
(voting together as one class on an "as-converted" basis) then held by the
Purchasers and (ii) the holders of a majority in interest of the Common Stock
then held by the Founders; provided, however, that no modification or amendment
shall be effective to reduce the requisite percentages required to effect any
modification under
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this Section 11 without the written approval of each of the Stockholders, and
provided, further, that no amendment may apply to less than all Stockholders
referred to in clause (i) or all Stockholders referred to in clause (ii) without
the written approval of each Stockholder referred to in the applicable clause
whose interest would be adversely affected. If pursuant to Section 1.04 of the
Purchase Agreement the Initial Purchasers instead of the Deferring Purchasers
(as such terms are defined therein) purchase the shares of capital stock of the
Company to be purchased on the Deferred Closing Date as provided therein, then
all references herein (i) to "Purchasers" shall be deemed references to "Initial
Purchases" (as so defined) and (ii) to "Sprout" shall be deemed references to
"WCAS VII", and WCAS VII shall succeed to Sprout's right contained in Section
2(a) hereof to designate one director of the Company.
SECTION 12. Severability. In the event that any one or more of
the provisions contained in this Agreement or in any other instrument referred
to herein shall, for any reason, be held to be invalid, illegal or
unenforceable, such illegality, invalidity or unenforceability shall not affect
any other provisions of this Agreement.
SECTION 13. Injunctive Relief. The parties hereto acknowledge
and agree that a remedy at law for any breach or threatened breach of the
provisions of this Agreement would be inadequate and, therefore, agree that each
party hereto shall be entitled to injunctive relief in addition to any other
available rights and remedies in case of any such breach or threatened breach;
provided, however, that nothing contained herein shall be construed as
prohibiting any party hereto from pursuing any other rights and remedies
available for any such breach or threatened breach.
SECTION 14. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original, but
all of which taken together shall constitute one and the same instrument.
SECTION 15. Entire Agreement. This Agreement and the Annexes
hereto supersede all previous agreements between the parties hereto. In the
event of any conflict between this Agreement and any other agreement or
instrument with respect to the subject matter hereof, the provisions of this
Agreement shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this
Stockholders Agreement as of the day and year first above written.
AMCOMP INCORPORATED
By:/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
FLORIDA ADMINISTRATORS, INC.
By:/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
THE FOUNDERS:
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
THE PURCHASERS:
WELSH, CARSON, ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇ VII, L.P.
By WCAS VII Partners, L.P.,
General Partner
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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WCAS HEALTHCARE PARTNERS, L.P.
By WCAS HP Partners, General
Partner
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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General Partner
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SPROUT GROWTH II, L.P.
By DLJ Capital Corporation
Its: Managing General Partner
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Its: Attorney-In-Fact
SPROUT GROWTH VII, L.P.
By DLJ Capital Corporation
Its: Managing General Partner
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Its: Attorney-In-Fact
DLJ CAPITAL CORPORATION
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Its: Attorney-In-Fact
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. Hoower
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▇▇▇▇▇▇ ▇. Minicuccu
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▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
Profit Sharing Plan,
Custodian f/b/o
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
HORIZON INVESTMENTS ASSOCIATES, I
/s/ illegible
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SPROUT CEO FUND, L.P.
BY
Its: Managing General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Its: Attorney-In-Fact
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
AND REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 dated July 8, 1996 to STOCKHOLDERS AGREEMENT
and REGISTRATION RIGHTS AGREEMENT by and among AmComp Incorporated, a Delaware
corporation (the "Company"), Florida Administrators, Inc., a Florida corporation
("FAI"), and the several parties named on the signature pages hereof under the
heading "Stockholders" (collectively, the "Stockholders").
W I T N E S S E T H
WHEREAS, the Company, FAI and the Stockholders have entered
into (i) a certain Stockholders Agreement dated as of January 26, 1996 and (ii)
a certain Registration Rights Agreement dated January 26, 1996 (the
"Registration Rights Agreement"); and
WHEREAS, the parties to each of the Stockholders Agreement and
Registration Rights Agreement desire to amend and clarify such Agreements.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements of the parties herein contained, the parties
hereto agree as follows:
Section 1. Capitalized Terms. All capitalized terms used
herein and not defined shall have the meanings accorded them in the Stockholders
Agreement.
Section 2. Transferees of Common Stock. No sale, transfer or
other disposition of shares of Common Stock pursuant to Section 4 of the
Stockholders Agreement shall be valid unless any such transferee thereof is
joined as a party to the Stockholders Agreement and the Registration Rights
Agreement by executing and delivering a Consent and Agreement substantially in
the form of Exhibit A-1 hereto or A-2 hereto, whichever is applicable.
Section 3. Counterparts. This Amendment may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
AMCOMP INCORPORATED
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
FLORIDA ADMINISTRATIONS, INC.
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name:
Title:
THE STOCKHOLDERS
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
VII, L.P.
By: WCAS VII Partners, L.P.,
General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name:
Title:
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners,
General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name:
Title:
-2-
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
Its: Managing General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corporation
Its: Managing General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
DLJ CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
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PLAN, DLJSC CUSTODIAN
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
HORIZON INVESTMENTS ASSOCIATES, I
By: /s/ illegible
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Name:
Title:
SPROUT CEO FUND, L.P.
By:
Its: Managing General Partner
By: /s/ illegible
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Name:
Title:
-4-
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-5-
EXHIBIT A-1
CONSENT AND AGREEMENT
(Founder Group)
WHEREAS, AmComp Incorporated, a Delaware corporation (the
"Company"), Florida Administrators, Inc., a Florida corporation ("FAI"), and the
several parties named on the signature pages thereof under the heading
"Purchasers" and the several parties named on the signature pages thereof under
the heading "Founders" are parties to (i) a certain Stockholders Agreement dated
as of January 26, 1996 (the "Stockholders Agreement") and (ii) a certain
Registration Rights Agreement dated January 26, 1996 (the "Registration Rights
Agreement").
WHEREAS, _________________ has agreed to transfer _______
shares of Common Stock, $.01 par value per share, of the Company (the "Shares")
to the undersigned.
NOW, THEREFORE, the undersigned hereby consents and agrees as
follows:
4. The undersigned is joined as a party to the Stockholders
Agreement as a Founder, except that the undersigned shall not be deemed to be a
Founder under the Stockholders Agreement for purposes of (i) consenting to the
designation of the Purchaser Designee pursuant to Section 1(a)(ii)(z) of the
Stockholders Agreement or (ii) designating the Founder Designee pursuant to
Section 1(a)(ii)(B). The undersigned shall not be entitled in its capacity as a
Stockholder to reasonable out-of-pocket expenses incurred by it in attending
meetings as provided in the last sentence of Section 1(a) of the Stockholders
Agreement. The provisions of Section 7(b) of the Stockholders Agreement shall be
inapplicable to the undersigned. All capitalized terms used in this Section 1
and not defined herein shall have the meanings accorded them in the Stockholders
Agreement.
5. The undersigned is joined as a party to the Registration
Rights Agreement as a Founder and the Shares shall be deemed Founders Stock,
except that the undersigned shall not be entitled to request that the Company
effect a registration on Form S- 3 as provided in Section 5 of the Registration
Rights Agreement. Notwithstanding the foregoing, if any other holder of Founders
Stock or any holder of Restricted Stock shall make such a request of the
Company, the undersigned shall be entitled to join in such request as
contemplated by such Section 5. All capitalized terms used in this Section 2 and
not defined herein shall have the meaning accorded them in the Registration
Rights Agreement.
6. The undersigned acknowledges that the certificates for the
Shares shall bear a legend substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A
STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 26, 1996
AMONG AMCOMP INCORPORATED (THE "COMPANY") AND
CERTAIN HOLDERS OF SHARES OF THE OUTSTANDING CAPITAL
STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY
BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY
THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
COMPANY."
7. No sale, disposition or transfer of the Shares shall be
made unless the transferee of such Shares shall agree to join the Stockholder
Agreement and the Registration Rights Agreement by means of a Consent and
Agreement substantially in the form hereof.
IN WITNESS WHEREOF, the undersigned has executed this Consent
and Agreement on ___________________.
---------------------------------
Name:
Address:
---------------------------------
---------------------------------
EXHIBIT A-2
CONSENT AND AGREEMENT
(Purchaser Group)
WHEREAS, AmComp Incorporated, a Delaware corporation (the
"Company"), Florida Administrators, Inc., a Florida corporation ("FAI"), and the
several parties named on the signature pages thereof under the heading
"Purchasers" and the several parties named on the signature pages thereof under
the heading "Founders" are parties to (i) a certain Stockholders Agreement dated
as of January 26, 1996 (the "Stockholders Agreement") and (ii) a certain
Registration Rights Agreement dated January 26, 1996 (the "Registration Rights
Agreement").
WHEREAS, _________________ has agreed to transfer _______
shares of Common Stock, $.01 par value per share, of the Company (the "Shares")
to the undersigned.
NOW, THEREFORE, the undersigned hereby consents and agrees as
follows:
8. The undersigned is joined as a party to the Stockholders
Agreement as a Purchaser, except that the undersigned shall not be deemed to be
a Purchaser under the Stockholders Agreement for purposes of (i) consenting to
the designation of the Founders Designee pursuant to Section 1(a)(i)(B) of the
Stockholders Agreement or (ii) designating the Purchaser Designee pursuant to
Section 1(a)(ii)(z). The undersigned shall not be entitled in its capacity as a
Stockholder to reasonable out-of-pocket expenses incurred by it in attending
meetings as provided in the last sentence of Section 1(a) of the Stockholders
Agreement. The provisions of Section 7(b) of the Stockholders Agreement shall be
inapplicable to the undersigned. All capitalized terms used in this Section 1
and not defined herein shall have the meanings accorded them in the Stockholders
Agreement.
9. The undersigned is joined as a party to the Registration
Rights Agreement as a Purchaser and the Shares shall be deemed Restricted Stock,
except that the undersigned shall not be entitled to request that the Company
effect a registration on Form S- 3 as provided in Section 5 of the Registration
Rights Agreement. Notwithstanding the foregoing, if any other holder of
Restricted Stock or any holder of Founders Stock shall make such a request of
the Company, the undersigned shall be entitled to join in such request as
contemplated by such Section 5. All capitalized terms used in this Section 2 and
not defined herein shall have the meaning accorded them in the Registration
Rights Agreement.
10. The undersigned acknowledges that the certificates for the
Shares shall bear a legend substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS AND CONDITIONS OF A
STOCKHOLDERS AGREEMENT, DATED AS OF JANUARY 26, 1996
AMONG AMCOMP INCORPORATED (THE "COMPANY") AND
CERTAIN HOLDERS OF SHARES OF THE OUTSTANDING CAPITAL
STOCK OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY
BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY
THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
COMPANY."
11. No sale, disposition or transfer of the Shares shall be
made unless the transferee of such Shares shall agree to join the Stockholder
Agreement and the Registration Rights Agreement by means of a Consent and
Agreement substantially in the form hereof.
IN WITNESS WHEREOF, the undersigned has executed this Consent
and Agreement on ___________________.
---------------------------------
Name:
Address:
---------------------------------
---------------------------------
AMENDMENT NO. 2
TO
STOCKHOLDERS AGREEMENT
AMENDMENT NO. 2, dated as of December 31, 1996, to Stockholders
Agreement, dated as of January 26, 1996 (as heretofore amended by Amendment No.
1 thereto dated July 8, 1996, the "Stockholders Agreement") among AmComp
Incorporated, a Delaware corporation ("AmComp") and the other parties thereto.
The parties hereto hereby agree as follows:
1. Defined Terms. Defined terms used and not otherwise defined herein
have the respective meanings given thereto in the Stockholders Agreement.
2. Amendment to Stockholders Agreement. The Stockholders Agreement is
hereby further amended by the addition of the following Section at the end
thereof:
"SECTION 16. Additional Provisions (a) ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall
be entitled, on a single occasion only, to transfer up to 1,740,000
shares of Common Stock owned by him to a single, charitable remainder
trust established by him without being treated (unless such shares
shall thereafter be sold or transferred by such trust) as having
relinquished ownership of such shares for purposes of Section 1(a),
2(b) or 4(b) hereof, it being understood that ▇▇▇▇▇▇▇▇ and the trustees
of such trust shall in connection with such transfer to such trust
comply with the provisions of Section 4(c) hereof and Section 2 of
Amendment No. 1 hereto.
(b) In determining, for purposes of Section l(a), 2(b) or 4(b)
hereof, the percentage which the number of shares of Common Stock owned
from time to time by any Founder or Purchaser or by ▇▇▇▇▇▇▇▇, as the
case may be, is of the shares of Common Stock owned by such person or
entity at a particular prior time, such person or entity shall be
treated, in order to reflect the five-for-two Common Stock split which
became effective on September 30, 1996, as having owned at that prior
time 2.5 times the number of shares of Common Stock actually owned by
such person or entity at that time. Any future split of Common Stock or
stock dividend payable in Common Stock shall result in a similar
adjustment."
3. Effectiveness of Amendment. This Amendment shall become effective
when counterparts hereof have been executed and delivered to the Company by (i)
holders of a majority in interest of the Common Stock and Series A Preferred
Stock held at the date hereof by the Purchasers and (ii) the holders of a
majority in interest of the Common Stock held at the date hereof by the
Founders, all as provided in Section 11 of the Stockholders Agreement.
4. Effect of Amendment. Except to the extent amended hereby, each
provision of the Stockholders Agreement shall remain in full force and effect.
5. Governing Law. This instrument shall be governed by, and construed
in accordance with, the laws of the State of Delaware.
-2-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
AMCOMP INCORPORATED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Title President
FLORIDA ADMINISTRATORS, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title
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▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VII,
L.P.
By WCAS VII Partners, L.P.,
General Partner
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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General Partner
WCAS HEALTHCARE PARTNERS, L.P.
By WCAS HP Partners, General Partner
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Attorney-in-Fact
6 -3-
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
Its: Managing General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: President
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corporation
Its: Managing General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Its: President
DLJ CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: President
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Attorney-in-fact
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-4-
PROFIT SHARING PLAN. DLJSC -
CUSTODIAN F/B/O ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Trustee
HORIZON INVESTMENTS ASSOCIATES, I
By: /s/ Illegible
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By:
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By:
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By:
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By:
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