Robexx X. Xxxxx............................................
Robexx X. Xxxxx . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Robexx X. XXXXXX ------------------------------------ Name: Robexx X. Xxxxxx Title: President
Robexx X. Xxxxxx -------------------- ROBEXX X. XXXXXX xx Co-Trustee of the Kimbxxxx Xxx Xxxler Trust dated August 24, 1995 Date: October 1, 1999 This page constitutes a counterpart signature page to the Amended and Restated Voting Trust Agreement made and entered into by and among Waynx X. Xxxxxxx, Xxting Trustee, and certain Shareholders of the Company on October 1, 1999. The undersigned parties hereby agree to be bound by the terms thereof.
Robexx X. Xxxxxxxxx xxxll not receive a salary from Edudata for the twelve-month period ending March 1, 1997, in excess of Two Hundred Forty Thousand Dollars ($240,000).
Robexx X. Xxxx, Xxce President, Secretary and General Counsel of the Guarantor, shall have furnished to you his written opinion, dated each
Robexx X. Xxxx, xxose address is 1065 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, x natural person and resident of Boonx Xxxnty, the county in which the registered office of the BANK MERGER SURVIVOR is to be located, shall be the statutory agent in Kentucky upon whom any process, notice or demand against FSB, the BANK or the BANK MERGER SURVIVOR may be served.
Robexx X. Xxxxxxx. Xxchxxx X. Xxxxxxxx Xxxixxxxxxx X. Xxxgx Xxxxxx Xxxhxx Xxxxx Xxxtxx Xxx Xxxxxx Xxxk X. Xxxx Xxxy X.
Robexx X. Xxxxxx xxx Lou Xxx Xxxxxxx xxxll have entered into employment agreements with UPC, substantially in the form of Appendices A and B, respectively, to the Supplemental Letter.
Robexx X. Xxxxxxxxxxxx (xxe "Senior Management Stockholder") represents and warrants to each of the Underwriters that such Senior Management Stockholder has no reason to believe that the representations and warranties of the Company contained in Section 4(A) of this Agreement are not true and correct in all material respects. Each of the Management Stockholders severally represents and warrants to each of the Underwriters that certificates in negotiable form representing all of the Shares to be sold by such Management Stockholders hereunder, other than any such Shares to be issued upon the exercise of Options, have been, and each of the Management Stockholders who is selling Shares upon the exercise of Options to each of the Underwriters represents and warrants that duly completed and executed irrevocable Option exercise notices, in the forms specified by the relevant Option Agreement, with respect to all of the Shares to be sold by such Management Stockholder to each of the Underwriters hereunder have been, placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Management Stockholder to the Company, as custodian (the "Custodian"), and that such Management Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in such Power of Attorney, and each of them, as such Management Stockholder's Attorneys-in-Fact (the "Attorneys-in-Fact" or any one of them the "Attorney-in Fact") with authority to execute and deliver this Agreement on behalf of such Management Stockholder, to determine the purchase price to be paid by the Underwriters to the Management Stockholders as provided herein, to authorize the delivery of the Shares to be sold by such Management Stockholder hereunder, to effect (if applicable) the exercise of the Options to be exercised with respect to the Shares to be sold by such Management Stockholder hereunder and otherwise to act on behalf of such Management Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. Each of the Management Stockholders specifically agrees that the Shares represented by the certificates or the irrevocable Option exercise notice, in either case held in custody for such Management Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements ...
