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EXHIBIT 4.6
TERMINATION AGREEMENT AND ACTION BY WRITTEN CONSENT
OF THE SHAREHOLDERS OF SAFE AUTO GROUP, INC.
This Termination Agreement and Action by Written Consent of
the Shareholders of Safe Auto Group, Inc.
(the "Agreement") is made as of the
5th day of November, 2004, by and among
Safe Auto Group, Inc. (the "Company")
and Ari Deshe, Ann S. Deshe, Jon P.
Diamond, Susan S. Diamond, Jay L.
Schottenstein, Jeanie Schottenstein, The
Elie Michael Deshe 1983 Subchapter S
Trust, The David Scott Deshe 1983
Subchapter S Trust, The Dara Lauren Deshe 1985
Subchapter S Trust, The Daniel Matthew
Deshe 1987 Subchapter S Trust, The Jacob
Diamond 1998 Irrevocable Trust, The Jillian
Diamond 2002 Irrevocable Trust and
The Joshua Diamond 2002 Irrevocable Trust
(each individually a "Shareholder" and
collectively the "Shareholders").
WITNESSETH
WHEREAS, the Company
and each of the Shareholders are parties
to that certain Stock Restriction and Close
Corporation Agreement, dated
February 9, 1998 (the "Close Corporation
Agreement"), which regulates certain
aspects of the internal affairs of the
Company in accordance with Section
1701.591 of the Ohio Revised Code;
WHEREAS, the Company intends to effect an initial public
offering of its common shares (the "Initial
Public Offering");
WHEREAS, in connection with consummating the Initial Public
Offering, the Company and the Shareholders
have determined that it is advisable
and in the best interests of the Company
and the Shareholders to (1) terminate
the Close Corporation Agreement effective
as of the closing of the Initial
Public Offering, and (2) waive all of their
rights under the Close Corporation
Agreement that relate to consummating the
Initial Public Offering, including,
without limitation, all rights under
Sections 5(d), (f), (g) and (l), in each
case subject to the terms and conditions of
this Agreement; and
WHEREAS, the Shareholders desire to adopt certain resolutions
relating to the composition of the
Company's board of directors.
NOW THEREFORE, in consideration of the mutual covenants set
forth herein and other good and valuable
consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties do hereby agree as
follows:
1. Effective as of and subject to the closing of the Initial
Public Offering, the Close Corporation
Agreement shall be terminated and of no
further force and effect; provided,
however, that, if for any reason the closing
of the Initial Public Offering shall not
have occurred by May 31, 2005, this
Agreement shall be terminated and of no
further force and effect and
