FORM of COUNTERPART to the STOCKHOLDERS AGREEMENT
Exhibit 4.4
FORM of COUNTERPART to the STOCKHOLDERS AGREEMENT
COUNTERPART to the STOCKHOLDERS AGREEMENT, dated as of May 31, 2002, among International Securities Exchange, Inc., a Delaware corporation (“ISE”) and the other parties named on the signature pages thereto (such other parties, together with all subsequent holders of capital stock of ISE that are parties to the Stockholders Agreement (as defined below), are referred to herein as the “Stockholders”), (the “Stockholders Agreement”), made as of , by (“New Stockholder”), and acknowledged by ISE.
WHEREAS, Stockholder owned shares (the “Shares”) of common stock, par value $.01 per share, of Exchange Technology Corp., a Nevada corporation (“ETC”);
WHEREAS, pursuant to an Agreement and Plan of Merger by and among ISE, ETC Acquisition Corp., a Delaware corporation and ETC, dated as of April 10, 2002 (the “Merger Agreement”), each of New Stockholder’s Shares were converted into and become shares of ISE (“ISE Shares”); and
WHEREAS, in connection with the receipt by New Stockholder of ISE Shares, New Stockholder is required by ISE, and desires to enter into this Counterpart to the Stockholders Agreement in order to become a party to such Stockholders Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants herein contained, New Stockholder hereby agrees as follows:
1. New Stockholder acknowledges receipt of copies of the Stockholders Agreement, dated as of May 31, 2002, among ISE and the Stockholders.
2. New Stockholder shall hereby be deemed a “Stockholder” under the Stockholders Agreement and hereby agrees to be bound by, and to comply with, all applicable provisions of the Stockholders Agreement.
3. The ISE Shares to be received by New Stockholder pursuant to the Merger Agreement are hereby entitled to all rights under, and subject to the terms and conditions of, the Stockholders Agreement as if New Stockholder were an original signatory thereto.
4. The Stockholders Agreement, as amended by this Counterpart, is in all respects confirmed in its entirety.
5. This Counterpart to the Stockholders Agreement shall be governed by and construed in accordance with the laws of the State of New York.
6. This Counterpart to the Stockholders Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has executed this Counterpart to the Stockholders Agreement as of the date first above written.
| [Name of New Stockholder] |
| Acknowledged by: | ||
| By: |
/s/ XXXXXXX XXXXX | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Secretary | ||
2
Schedule of Signatories to Counterpart to the Stockholders Agreement
| Stockholder, as on Ledger |
Date of Execution |
Executing Signatory | ||
| Xxxx & Associates, L.P. |
November 28, 2002 | Xxxx Xxxx | ||
| The Xxxxxx XX 1997 Irrevocable Trust f/b/o Xxxxxxx X. Xxxxxx |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Xxxxxx XX 1997 Irrevocable Trust f/b/o Xxx X. Xxxxxx |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Xxxxxx XX 1997 Irrevocable Trust f/b/o Xxxxxx X. Xxxxxx |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Xxxxxx XX 1997 Irrevocable Trust f/b/o Xxxxxxxxxx X. Xxxxxx |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Xxxxxx XX 1997 Irrevocable Trust f/b/o Xxxxxx X. Xxxxxx |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Xxxxxx XX 1997 Irrevocable Trust f/b/o Xxxxx X. Xxxxxx |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Xxxxxx Xxxxxxx Xxxxxx 2002 Irrevocable Trust |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Amber Xxxxxxx Xxxxxx 2002 Irrevocable Trust |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Xxxxxx Xxxxx Xxxxxx 2002 Irrevocable Trust |
October 19, 2002 | Xxxxx Xxxxxx | ||
| The Xxxxxx XX 1997 Irrevocable Trust f/b/o Xxxxxxxx X. Xxxxxx |
October 19, 2002 | Xxxxx Xxxxxx | ||
| Xxxxxx Revocable Trust dated 8/15/98 |
October 19, 2002 | Xxxxx Xxxxxx | ||
| Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, Trustees for the Xxxxxx Family Trust, dated 3/13/03 |
April 2, 2003 | Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx | ||
| Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxx, or their successors, Trustees of the Xxxxxx Bypass Trust |
January 1, 2003 | Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxx | ||
| The Xxxxxx Trust |
March 15, 2004 | Xxxxx Xxxxxxxx | ||
| The Xxxxx Xxxxxxxx Family Trust |
March 15, 2004 | Xxxxx Xxxxxxxx | ||
| Xxxx Xxxxxxxxxx |
June 1, 2004 | Xxxx Xxxxxxxxxx | ||
| Xxx Xxxx |
June 1, 2004 | Xxx Xxxx | ||
| Xxxxx X. Xxxxx Separate Property Revocable Trust UA Dated 1/28/04 |
June 15, 2004 | Xxxxx X. Xxxxx | ||
| Xxxxx X. Xxx Separate Property Revocable Trust UA dated 3/10/99 |
June 15, 2004 | Xxxxx X. Xxx | ||
| Xxxxxx Ventures LLC |
July 8, 2004 | Caesar Ventures LLC | ||
| X.X. Xxxxxxxx Holdings, Inc. |
August 17, 2004 | B. Xxxxx Xxxxxx | ||
| Xxxxxxx X. Xxxxxxxxx |
August 17, 2004 | Xxxxxxx X. Xxxxxxxxx | ||
| Xxxxx X. Xxxxxxxxx |
August 17, 2004 | Xxxxx X. Xxxxxxxxx | ||
| KFP Holdings I LLC |
August 31, 2004 | Xxxxxx X. Xxxxxxxxxx | ||
