I.G. DESIGN, INC.
AMENDED AND RESTATED
SHAREHOLDERS' AGREEMENT
This AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (the "Restated
Agreement") is entered into as of May 15, 1997, by and among the Principal
Shareholders (as hereinafter defined), the shareholders listed on Schedule A
hereto (the "Non-Principal Shareholders" and, together with the Principal
Shareholders, the "Shareholders"), and I.G. Design, Inc., a Delaware
corporation having its principal office and place of business at 0000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000-0000 (the "Corporation").
WHEREAS, the Shareholders are currently the owners of 16,195 shares,
which presently constitutes all of the issued and outstanding shares of the
Corporation's capital stock (the "Stock"), and
WHEREAS, after the proposed offering of up to 3 million shares of common
stock by the Corporation, the Shareholders will continue to own approximately
65% of the Corporation's issued and outstanding common stock (the "Common
Stock");
WHEREAS, the Shareholders and the Corporation are parties to a
Shareholders' Agreement dated as of December 20, 1984, as amended, (the
"Shareholders' Agreement"), which governs, among other issues, the management
and ownership of the shares of Common Stock owned by the Shareholders; and
WHEREAS, the Shareholders and the Corporation desire to amend and restate
the Shareholders' Agreement in its entirety.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, the parties hereto agree that the Shareholders' Agreement
is hereby further amended and restated to read in its entirety as follows:
1. DEFINITIONS
The following terms shall have the meanings set forth in this Section 1:
A. Beneficial Owner. Beneficial Owner shall have the meaning set forth
in Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
B. Change of Control. Change of Control shall mean (i) the sale of all
or substantially all of the assets of the Company, (ii) the sale of more than
fifty percent (50%) of the outstanding Common Stock in a non-public sale,
(iii) the dissolution or liquidation of the Company, or (iv) any merger or
consolidation of the Company, if immediately after any such transaction
either (A) persons who were directors of the Company immediately prior to
such transaction do not constitute at least a majority of the directors of
the surviving entity, or
(B) persons who hold a majority of the voting stock of the surviving entity
are not persons who held a majority of the Common Stock of the Company
immediately prior to such transaction.
C. Corporation First Refusal Period. Corporation First Refusal Period
shall mean the period within which the Corporation may exercise its Right of
First Refusal. With respect to Stock proposed for transfer by Principal
Shareholders, the Corporation First Refusal Period shall be the ten (10) days
following the last day of the Principal Shareholder First Refusal Period and,
with respect to Stock proposed for transfer by Non-Principal Shareholders,
the Corporation First Refusal Period shall be the five (5) days following the
last day of the Non-Principal Shareholder First Refusal Period.
D. Involuntary Transfer. Involuntary Transfer shall mean any transfer,
proceeding or action by or in which a Shareholder shall be deprived or
divested of any right, title or interest in or to any of the Stock,
including, without limitation, any seizure under levy of attachment or
execution, any transfer in connection with bankruptcy (whether pursuant to
the filing of a voluntary or an involuntary petition under the United States
Bankruptcy Code, as amended, or any modifications or revisions thereto) or
other court proceeding to a debtor in possession, trustee in bankruptcy or
receiver or other officer or agency, any transfer to a state or to a public
officer or agency pursuant to any statute pertaining to escheat or abandoned
property, any transfer pursuant to a divorce or separation agreement or a
final decree of a court in a divorce action, and any transfer by operation of
a will or the laws of intestacy.
E. Market Value. Market Value shall have the following meaning:
(i) In the event that, as of the date of the Transfer Notice, the
Corporation is a Reporting Company, the Market Value of the Stock for any
purpose shall mean the last reported sale price per share of Stock, on the
date of the Transfer Notice or, in case no such sale takes place on such
date, the average of the closing bid and asked prices in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on a national securities
exchange or included for quotation on the Nasdaq-National Market, or if the
Stock is not so listed or admitted to trading or included for quotation, the
last quoted price, or if the Stock is not so quoted, the average of the high
bid and low asked prices, in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
or, if such system is no longer in use, the principal other automated
quotations system that may then be in use or, if the Stock is not quoted by
any such organization, the average of the closing bid and asked prices, as
furnished by a professional market maker making a market in the Stock as
selected in good faith by the Board or by such other source or sources as
shall be selected in good faith by the Board. If, as the case may be, the
relevant date is not a trading day, the determination shall be made as of the
next preceding trading day. As used herein, the term "trading day" shall
mean a day on which public trading of securities occurs and is reported in
the principal consolidated reporting system referred to above, or if the
Stock is not listed or admitted to trading on a national securities exchange
or included for quotation on the Nasdaq-National Market, any business day.
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(ii) If, as of the date of the Transfer Notice, the Corporation is
not a Reporting Company, the Market Value shall be the appraised market value
as of the date of the Transfer Notice, as determined by an independent
appraiser of recognized standing selected by the Corporation.
F. Non-Elected Shares. Non-Elected Shares shall mean Stock which has
not been, or will not be, purchased pursuant to a Right of First Refusal.
G. Principal Shareholders. Principal Shareholders means the
individuals in the group comprising Xxxxxx X. Xxxxx ("Xxxxx"), Xxxxxx X. Xxxx
("Xxxx"), and Xxx X. Xxxxxxx and Xxx Xxxxxxx (collectively, the "Xxxxxxx
Group"), or, in each case, each Principal Shareholders' Permitted Transferees
(as hereinafter defined).
H. Principal Shareholder Action. Principal Shareholder Action shall
mean the approval of any two of (i) Xxxxx, (ii) Xxxx and (iii) the Xxxxxxx
Group (a "Majority").
I. Principal Shareholder First Refusal Period. The Principal
Shareholder First Refusal Period shall mean the period within which Principal
Shareholders may exercise their Right of First Refusal. With respect to
Stock proposed for transfer by Principal Shareholders, the Principal
Shareholder First Refusal Period shall be fifteen (15) days, and with respect
to Stock proposed for transfer by Non-Principal Shareholders, the Principal
Shareholder First Refusal Period shall be ten (10) days.
J. Reporting Company. Reporting Company shall mean a company the common
stock of which is registered under Section 12 of the Securities Exchange Act of
1934, as amended.
2. VOTING AGREEMENT
Upon consummation of the Offering, the Board of Directors shall be
classified into three classes of directors serving three-year, staggered
terms as further specified in the By-laws of the Corporation adopted May 15,
1997. Each of the Shareholders agrees that, in elections to fill Class I or
Class II of the Board of Directors of the Corporation, such Shareholder will
vote (or cause the voting of) all Stock then owned by such Shareholder (or
any such Stock which such Shareholder has the right to vote pursuant to any
agreement or proxy), in favor of nominees specified in writing by Principal
Shareholder Action.
3. LEGENDS ON CERTIFICATES
The certificates evidencing the Stock held by the Shareholders shall bear
any legends required by federal or state securities law and the following
legend required by Section 202 (a) of the Delaware General Corporation Law
(the "DGCL"):
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"The shares represented by this Certificate may not be
assigned, sold, transferred, hypothecated, or otherwise
disposed of, except in accordance with the Amended and
Restated Shareholders' Agreement dated as of May 15, 1997,
which is on file at the office of the issuer."
4. RESTRICTIONS ON DISPOSITION
A. Limitations on Transfers. Subject to Subsection F. of this Section
4, no Shareholder shall voluntarily transfer, sell, assign, pledge, encumber,
grant any option with respect to, or otherwise create any legal or equitable
interest in any Stock owned by such Shareholder except pursuant to a sale of
all or any part of such Stock made in accordance with Subsection B. or C.
below.
B. Stock Held by Principal Shareholders. (i) Except as otherwise
provided in Subsection F. below, before any Stock may be voluntarily sold or
transferred by a Principal Shareholder, including any contemplated sale of
shares on a national securities exchange, the Principal Shareholder seeking
to transfer such Stock (the "Transferring Principal Shareholder") shall first
provide written notice of the proposed sale or transfer to the other
Principal Shareholders and the Corporation, which notice shall include the
number of shares of Stock proposed for transfer (the "Offered Shares"), the
price per share of Stock, (the "Offer Price"), the name of the proposed
transferee or, if the shares are proposed to be transferred on the stock
market, the name of the proposed broker (the "Proposed Transferee"), a
representation that the agreement to sell or transfer constitutes a bona-fide
offer to purchase and all other terms and conditions of the transfer (the
"Transfer Notice").
(ii) The other Principal Shareholders shall then have the right to
purchase the Offered Shares at the lesser of the Offer Price or Market Value.
Such Right of First Refusal shall be exercisable upon written notice to the
Transferring Principal Shareholder within the Principal Shareholder First
Refusal Period, which notice shall specify the number of Offered Shares to be
purchased by the Principal Shareholder. Each Principal Shareholder electing
to exercise the Right of First Refusal (an "Electing Principal Shareholder")
may purchase a number of Offered Shares equal to the total number of Offered
Shares multiplied by a fraction, the numerator of which is equal to the
number of shares of Stock held by such Principal Shareholder and the
denominator of which is equal to the total number of shares of Stock owned by
all Electing Principal Shareholders. Any Principal Shareholder who elects
not to purchase the full number of Offered Shares to which such Principal
Shareholder is entitled shall, within five (5) days prior to the expiration
of the Principal Shareholder First Refusal Period, notify the other Principal
Shareholders (other than the Transferring Principal Shareholder), each of
whom shall then be entitled to purchase that number of Non-Elected Shares
equal to the number of Non-Elected Shares multiplied by a fraction, the
numerator of which is the number of shares of Stock held by such Principal
Shareholder and the denominator of which is the aggregate number of shares of
Stock held by all Electing Principal Shareholders who wish to purchase
Non-Elected Shares.
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(iii) If, upon termination of the Principal Shareholder First
Refusal Period, the Principal Shareholders have not exercised their Rights of
First Refusal with respect to some or all of the Offered Shares, the
Corporation shall have a Right of First Refusal with respect to some or all
of such Non-Elected Shares, exercisable upon written notice to the
Transferring Principal Shareholder within the Corporation First Refusal
Period.
(iv) If, upon termination of the Corporation First Refusal Period,
the Principal Shareholders and the Corporation have not exercised their Right
of First Refusal with respect to some or all of the Offered Shares, the
Transferring Principal Shareholder may sell such Non-Elected Shares to the
Proposed Transferee at any time within three months after the termination of
the Corporation First Refusal Period without again complying with this
Section 4.
C. Stock Held By Non-Principal Shareholders. (i) Except as otherwise
provided in Subsection F. below or unless this Subsection C. is waived by a
Majority of the Principal Shareholders, before any Stock may be voluntarily
sold or transferred by a Non-Principal Shareholder holding, at the time of
such contemplated transfer, in excess of one half of one percent (.5%) of the
outstanding Stock of the Corporation (a "Transferring Non-Principal
Shareholder"), such Transferring Non-Principal Shareholder shall first
provide a Transfer Notice to the Principal Shareholders and each of the
Non-Principal Shareholders who holds in excess of one half of one percent
(.5%) of the outstanding Stock of the Corporation (the "Eligible
Non-Principal Shareholders") and to the Corporation.
(ii) The Principal Shareholders shall then have a Right of First
Refusal, exercisable upon written notice to the Transferring Non-Principal
Shareholder within the Principal Shareholder First Refusal Period. Such
notice shall specify the number of Offered Shares sought to be purchased by
the Principal Shareholder. Each Electing Principal Shareholder may purchase
a number of Offered Shares equal to the total number of Offered Shares
multiplied by a fraction, the numerator of which is equal to the number of
shares of Stock held by such Principal Shareholder and the denominator of
which is equal to the total number of shares of Stock owned by all Electing
Principal Shareholders. Any Principal Shareholder who elects not to purchase
the full number of Offered Shares to which such Principal Shareholder is
entitled shall, within five (5) days prior to the expiration of the Principal
Shareholder First Refusal Period, notify the other Principal Shareholders,
each of whom shall then be entitled to purchase that number of shares of
Stock equal to the total number of Non-Elected Shares multiplied by a
fraction, the numerator of which is the number of shares of Stock held by
such Principal Shareholder and the denominator of which is the aggregate
number of shares held by all Electing Principal Shareholders who wish to
purchase Non-Elected Shares.
(iii) If, upon expiration of the Principal Shareholder
Notification Period, the Principal Shareholders have not exercised their
Right of First Refusal with respect to some or all of the Offered Shares, the
Eligible Non-Principal Shareholders shall have a Right of First Refusal with
respect to such Non-Elected Shares, exercisable upon written notice to the
Transferring Non-Principal Shareholder within five (5) days after the
Principal Shareholder First Refusal
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Period (the "Non-Principal Shareholder First Refusal Period"). Such notice
shall specify the number of Offered Shares sought to be purchased by the
Eligible Non-Principal Shareholder. Each Eligible Non-Principal Shareholder
electing to exercise the Right of First Refusal (an "Electing Non-Principal
Shareholder") may purchase a number of Offered Shares equal to the total
number of Offered Shares multiplied by a fraction, the numerator of which is
equal to the number of shares of Stock held by such Eligible Non-Principal
Shareholder and the denominator of which is equal to the total number of
shares of Stock owned by all Electing Non-Principal Shareholders.
(iv) If, upon termination of the Non-Principal Shareholder First
Refusal Period, the Eligible Non-Principal Shareholders have not exercised
their Right of First Refusal with respect to some or all of the Offered
Shares, the Corporation shall have a Right of First Refusal with respect to
such Non-Elected Shares, exercisable upon written notice to the Transferring
Non-Principal Shareholder within the Corporation First Refusal Period.
(v) If, upon termination of the Corporation First Refusal Period, the
Principal Shareholders, the Eligible Non-Principal Shareholders and the
Corporation have not exercised their Right of First Refusal with respect to some
or all of the Offered Shares, the Transferring Non-Principal Shareholder may
sell such Non-Elected Shares to the Proposed Transferee any time within three
months after the Transfer Notice without again complying with this Section 4.
D. Involuntary Transfers. Any Involuntary Transfer by a Shareholder
(an "Involuntary Transferor") shall be subject to the Rights of First Refusal
set forth in Section 4B. (in the case of an Involuntary Transfer of Stock
owned by a Principal Shareholder) or Section 4C. (in the case of Stock owned
by a Non-Principal Shareholder) as if the Involuntary Transfer had been a
proposed voluntary transfer except that:
(i) the provisions of Subsections 4B.(i) and 4C.(i) shall not
apply, but the Involuntary Transferor or the Involuntary Transferor's estate
shall notify the Shareholders and the Corporation as soon as practicable upon
obtaining knowledge of the Involuntary Transfer;
(ii) the Principal Shareholder First Refusal Period shall run from
the date of receipt by the Corporation of the notice of Involuntary Transfer;
(iii) such Right of First Refusal shall be exercised by notice to
the Involuntary Transferee rather than to the Shareholders who suffered or will
suffer the Involuntary Transfer; and
(iv) The purchase price per Offered Share shall be Market Value.
E. Settlement. If the Principal Shareholders, the Eligible Non-Principal
Shareholders or the Corporation elect to exercise their Rights of First Refusal
to acquire all or any portion of the Offered Shares, settlement shall be made as
follows:
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(i) If, at the time of the Transfer Notice, the Corporation is a
Reporting Company, within the Principal Shareholder First Refusal Period, the
Non-Principal Shareholder First Refusal Period or Corporation First Refusal
Period, as applicable; or
(ii) If, at the time of the Transfer Notice, the Corporation is not
a Reporting Company, within 30 days of the Transfer Notice.
F. Permitted Transfers. Nothing in this Section shall prohibit the
transfer (i) by a Shareholder during any three month period of Stock
amounting, in the aggregate, to less than two percent (2%) of the Stock held
by such Shareholder or (ii) by any Shareholder of all or any portion of such
Shareholder's Stock (a) to the spouse or any one or more of the lineal
descendants of such Shareholder; (b) to any trust, partnership or limited
liability company established solely for estate and gift planning purposes
and solely for the benefit of such Shareholder, his or her spouse and/or
lineal descendants (transferees described under subparagraphs (a) and (b)
shall be deemed "Permitted Transferees"); (c) to the Corporation; or (d) in
connection with a registered offering of Stock as provided under Section 6
below. Any successor or transferee who receives Stock pursuant to an event
described in clauses (a) or (b) above shall, as a condition of such transfer,
enter into an agreement to be bound by the provisions of this Restated
Agreement in its entirety and shall be deemed to be a "Shareholder" hereunder.
5. "DRAG-ALONG" RIGHTS
If a Majority of the Principal Shareholders enter into a transaction with
a third party for the sale or tender of Stock held by such Principal
Shareholders (including, without limitation, a Change of Control
transaction), the Right of First Refusal set forth in Section 4 above shall
not apply and the Corporation and/or the Majority may require the other
Shareholders to participate in such transaction on the same terms and
conditions as the Principal Shareholders by giving such Shareholders written
notice thereof at least 30 days in advance of the date of closing of the
transaction. Upon receipt of such notice, each of the other Shareholders
shall tender the same proportion of Stock owned by him or her as the members
of the Majority propose to sell on the same terms and conditions applicable
to the Stock of the members of the Majority in the transaction.
6. REGISTRATION RIGHTS
To the extent that the Corporation grants registration rights to one or
more of the Principal Shareholders (a "Participating Principal Shareholder")
under a registration statement filed with the Securities and Exchange
Commission (a "Registration Statement"), each of the other Shareholders shall
have the right to sell a number of shares of Stock to be registered under the
Registration Statement equal to the number of shares held by such Shareholder
multiplied by a fraction, the numerator of which is equal to the number of
shares of Stock held by Participating Principal Shareholders that are to be
registered pursuant to the Registration Statement and the denominator of
which is equal to the total number of shares of Stock held by the
Participating Principal Shareholders.
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7. ARBITRATION OF DISPUTES
Any dispute regarding any aspect of this Restated Agreement or any act
which allegedly has or would violate any provision of this Restated Agreement
will be submitted to binding arbitration. Such arbitration shall be
conducted before an arbitrator sitting in Baltimore, Maryland or in such
other location as may be agreed upon by the Corporation and the Shareholder,
in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the award of the arbitrator in any court
having competent jurisdiction.
8. BENEFIT
Except upon the occurrence of a termination event as provided in Section
16, this Restated Agreement shall be binding upon and shall operate for the
benefit of the parties hereto, their respective successors and assigns.
9. INVALIDITY OF ANY PROVISION
The invalidity or unenforceability of any provision of this Restated
Agreement shall not affect the other provisions hereof, and the Restated
Agreement shall be construed in all respects as if such invalid or unenforceable
provisions were omitted, provided that the parties shall negotiate in good faith
to replace the invalid provision with a valid provision reflecting the same
balance of economic interests.
10. MODIFICATION OF AGREEMENT
No modification, amendment or waiver of any of the provisions of this
Restated Agreement shall be valid unless made in writing and signed by the
Corporation and Shareholders owning, in the aggregate, a majority of the
Stock subject to this Restated Agreement.
11. FURTHER ACTION
A. The Corporation shall not register, and shall instruct any transfer
agent for the Common Stock not to register, on the books of the Corporation
any transfer, pledge or encumbrance of any Stock subject to this Agreement,
unless such transfer, pledge or encumbrance complies with terms of this
Agreement and the Shareholders agree to provide the Corporation (or any such
transfer agent) with such documents, including an opinion of counsel as to
compliance with the terms of this Restated Agreement, as the Corporation (or
any such transfer agent) may reasonably request.
B. A copy of this Restated Agreement shall be made a part of the
minutes of the Corporation.
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12. ATTORNEY'S FEES AND COSTS
If any action at law or in equity (including any arbitration proceeding
under Section 7 above) is necessary to enforce or interpret the terms of this
Restated Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and necessary disbursements, in addition to any other
relief to which he may be entitled.
13. APPLICABLE LAW
This Restated Agreement shall be construed in accordance with the laws of
the State of Delaware.
14. ENTIRE AGREEMENT
This Restated Agreement supersedes all agreements as to the subject
matter hereof among the Shareholders and the Corporation including in each
case amendments thereto, previously executed by the Shareholders and the
Corporation. This Restated Agreement sets forth all of the provisions,
covenants, agreements, conditions and undertakings between the parties hereto
with respect to the subject matter hereof, and superseded all prior and
contemporaneous agreements and understandings express or implied, oral or
written as to the subject matter hereof.
15. NOTICES
Unless otherwise specified herein, all notices, requests, demands and
other communications to be given under this Restated Agreement shall be in
writing and shall be deemed given if (i) delivered in person, or by United
States mail, certified or registered, with return receipt requested, (ii) if
sent by telex or facsimile transmission, with a copy mailed on the same day
in the manner provided in (i) above, when transmitted and receipt is
confirmed by telephone, or (iii) if otherwise actually delivered:
TO THE CORPORATION: 0000 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000-0000, with copies
to each Director and each Shareholder as their names
and addresses appear on the records of the Corporation;
TO ANY SHAREHOLDER: As the name and address of such Shareholder appears on
the records of the Corporation;
or at such other address as may have been furnished by such person in writing
to the other parties. Any such notice, demand or other communication shall
be deemed to have been given on the date actually delivered or as of the date
mailed, as the case may be.
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16. TERM OF AGREEMENT
This Restated Agreement shall be effective
(i) With respect to Section 4C., from the date of consummation of the
Offering until the earlier to occur of (A) the fourth anniversary of the
execution of this Restated Agreement or (B) the Principal Shareholders'
ceasing to be the Beneficial Owners of more than 30% of the issued and
outstanding Stock; provided that a Principal Shareholder shall be deemed to
be the Beneficial Owner of Stock held by a family trust established by such
Principal Shareholder.
(ii) With respect to all other Sections of this Restated Agreement,
from the date of consummation of the Offering until the earlier to occur of
(A) the sixth anniversary of the execution of this Restated Agreement or
(B) the Principal Shareholders' ceasing to be the Beneficial Owners of more
than 30% of the issued and outstanding Stock; provided that a Principal
Shareholder shall be deemed to be the Beneficial Owner of Stock held by a
family trust established by such Principal Shareholder.
ATTEST: I.G. DESIGN, INC.
___________________________ By: ________________________________
Name:
Title:
WITNESS:
___________________________ _________________________________
Xxxxxx Xxx Xxxxxxxx
WITNESS:
___________________________ _________________________________
Xxxxxx Xxxxx
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WITNESS:
___________________________ _________________________________
Xxxxxxx Xxxxxxxx
WITNESS:
___________________________ _________________________________
Xxxx Xxxxxxxx
WITNESS:
___________________________ _________________________________
Xxxxxxx X. Xxxxxxxx
WITNESS:
___________________________ _________________________________
Xxx X. Xxxxxxxx
WITNESS:
___________________________ _________________________________
Xxxxxx Xxxxxx
WITNESS:
___________________________ _________________________________
Xxxxxxx Xxxxxxxx-Xxxxxxx
WITNESS:
___________________________ _________________________________
Xxxxxx Xxxxx, Jr.
WITNESS:
___________________________ _________________________________
Xxxxxxx Xxxxxxx
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WITNESS:
___________________________ __________________________________
Xxxxxx Xxxxxxx
WITNESS:
___________________________ __________________________________
Xxxxx Xxxxxxx
WITNESS:
___________________________ __________________________________
Xxxxxxx Xxxxxxx
WITNESS:
___________________________ __________________________________
Xxxxx Xxxxxxx
WITNESS:
___________________________ __________________________________
Xxxxxx Xxxxxxx
WITNESS:
___________________________ __________________________________
Xxxxxxx Xxxxxx
WITNESS:
___________________________ __________________________________
Xxxxx Xxxxxxxx
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WITNESS:
___________________________ __________________________________
Xxxxx Xxxx
WITNESS:
___________________________ __________________________________
Xxxxxxx Xxxxx
WITNESS:
___________________________ __________________________________
Xxxxxx Xxxxxxx
WITNESS:
___________________________ __________________________________
Xxxxxx X. Xxxxxxxxx
WITNESS:
___________________________ __________________________________
Xxxxxx X. Xxxxx
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WITNESS:
___________________________ __________________________________
Xxxxxx X. Xxxx
WITNESS:
___________________________ _________________________________
Xxx X. Xxxxxxx
WITNESS:
___________________________ __________________________________
Xxx Xxxxxxx
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SCHEDULE A
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Xxxxxx Xxx Xxxxxxxx
Xxxxxx Xxxxx
Xxxxxxx Xxxxxxxx
Xxxx Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxxxx-Xxxxxxx
Xxxxxx Xxxxx, Jr.
Xxxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxxx Xxxx
Xxxxxxx Xxxxx
Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxxx
