EXECUTION COPY
VOTING AGREEMENT
VOTING AGREEMENT, dated as of December 19, 2001 (this "Agreement"),
among the persons and other entities set forth in Schedule A (each a
"Shareholder Party"), Hawaiian Airlines, Inc., a Hawaii corporation ("B"), and
TurnWorks Acquisition III, Inc., a Delaware corporation to be renamed Aloha
Holdings, Inc. upon consummation of the merger transactions described below (the
"Company").
RECITALS
WHEREAS, concurrently with the execution and delivery of this
Agreement, Aloha Airgroup, Inc., a Hawaii corporation ("A"), B, the Company and
TurnWorks, Inc., a Texas corporation ("TW"), are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), which
provides, among other things, for (i) the merger of A with and into Newco A Sub
(as defined in the Merger Agreement), with Newco A Sub as the surviving
corporation, and (ii) the merger of B with and into Newco B LLC (as defined in
the Merger Agreement) (or, if any Drop-Down Condition (as defined in the Merger
Agreement) is satisfied, the Company), with Newco B LLC (or, if any Drop-Down
Condition is satisfied, the Company) as the surviving corporation (such mergers,
collectively, the "Merger");
WHEREAS, Airline Investors Partnership, L.P. ("C"), which beneficially
owns shares of capital stock of B representing in excess of 53% of the votes
entitled to be cast at the B Stockholders' Meeting (as defined below), has
entered into a Voting Agreement for the benefit of A and the Company (the "C
Voting Agreement ") pursuant to which C has committed, inter alia, on the terms
set forth in the C Voting Agreement, to vote its shares of capital stock of B at
the B Stockholders' Meeting in favor of the adoption and approval of the Merger
Agreement and the ancillary agreements and the transactions contemplated
thereby;
WHEREAS, it is a condition to the execution of the Merger Agreement
that the parties hereto enter into this Agreement; and
WHEREAS, as of the date hereof, each Shareholder Party is the
Beneficial Owner (as defined below) of the shares of (i) Class A Common Stock,
par value $1.00 per share, of A, (ii) Class B Common Stock, par value $1.00 per
share, of A and (iii) the shares of Series B 7% Convertible Cumulative
Participating Preferred Stock, par value $.01 per share, of A (collectively, the
"Shares") set forth opposite such Shareholder Party's name in Schedule A
(together with such additional Shares, as they become Beneficially Owned by such
Shareholder Party after the date hereof, such Shareholder Party's "Owned
Shares").
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements set forth herein, the parties hereto agree as follows:
SECTION 1. Certain Definitions. Capitalized terms used but not defined
in this Agreement shall have the meanings given to such terms in the Merger
Agreement. In addition, for purposes of this Agreement:
"A" shall have the meaning set forth in the recitals.
"Affiliate" shall have the meaning set forth in Section 10.03(a) of the
Merger Agreement, except that, for purposes of this Agreement, with respect to
any Shareholder Party, "Affiliate" shall not include A or any of the persons
that are directly or indirectly controlled or employed by A.
"Agreement" shall have the meaning set forth in the opening paragraph.
"ancillary agreements" has the meaning set forth in the Merger
Agreement.
"B" shall have the meaning set forth in the opening paragraph.
"Beneficially Owned" or "Beneficial Ownership " shall have the meaning
given to such term in Rule 13d-3 under the Exchange Act. Securities Beneficially
Owned by a person shall include all securities Beneficially Owned by Affiliates
of such person and all other persons with whom such person would constitute a
"group" within the meaning of Section 13(d) of the Exchange Act and the rules
promulgated thereunder.
"Beneficial Owner" shall mean, with respect to any securities, a person
who has Beneficial Ownership of such securities.
"Charter Documents" means the Articles of Incorporation and the Bylaws
of A, as in effect as of the date hereof.
"Company" shall have the meaning set forth in the opening paragraph.
"Merger" shall have the meaning set forth in the recitals.
"Merger Agreement" shall have the meaning set forth in the recitals.
"Owned Shares" shall have the meaning set forth in the recitals.
"Shareholder Party" shall have the meaning set forth in the opening
paragraph.
"Shares" shall have the meaning set forth in the recitals.
"Transfer" shall mean, with respect to a security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such security
or the Beneficial Ownership thereof, the offer to make such a sale, transfer or
disposition, and each option, agreement, arrangement or understanding, whether
or not in writing, to effect any of the foregoing. As a verb, "Transfer" shall
have a correlative meaning.
"TW" shall have the meaning set forth in the recitals.
SECTION 2. No Disposition or Solicitation. (a) Each Shareholder Party
undertakes that, except as contemplated by this Agreement or the Merger
Agreement, such Shareholder Party and its Affiliates shall not (i) Transfer or
agree to Transfer any Owned Shares or (ii) grant or agree to grant any proxy or
power-of-attorney with respect to any Owned Shares.
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(b) Each Shareholder Party undertakes that, except as contemplated by
Section 9, such Shareholder Party and its Affiliates shall not directly or
indirectly solicit, initiate, or knowingly encourage any inquiries or proposals
from, discuss or negotiate with, or provide any non-public information to, any
person relating to, or otherwise facilitate, any Takeover Proposal.
(c) Each Shareholder Party undertakes that, except as contemplated by
Section 9, or as required by applicable Law or stock exchange rule, neither such
Shareholder Party nor any of such Shareholder Party's Affiliates shall make any
press release, public announcement or other communication to any party (other
than A, the parties hereto and their respective Affiliates) with respect to the
business or affairs of any of the parties to the Merger Agreement or the
ancillary agreements or their respective Affiliates, including this Agreement,
the Merger Agreement and the other ancillary agreements and the transactions
contemplated hereby and thereby, without the prior written consent of B and the
Company.
SECTION 3. Stockholder Vote. Without limiting the generality of the
other obligations of the Shareholder Parties hereunder, each Shareholder Party
undertakes that (a) at such time as A conducts a meeting of, or otherwise seeks
a vote or consent of, its stockholders for the purpose of approving and adopting
the Merger Agreement and the Merger or any of the ancillary agreements or the
transactions contemplated thereby, such Shareholder Party and its Affiliates
shall vote, or provide a consent with respect to, all then-outstanding Shares
Beneficially Owned by such Shareholder Party in favor of the Merger Agreement
and the Merger and the ancillary agreements and the transactions contemplated
thereby and (b) such Shareholder Party and its Affiliates shall (at each meeting
of stockholders and in connection with each consent solicitation) vote all
then-outstanding Shares Beneficially Owned by such Shareholder Party against,
and not provide consents to, (i) any and all Takeover Proposals, (ii) any and
all actions that would delay, prevent or frustrate the transactions contemplated
by the Merger Agreement, the ancillary agreements or this Agreement or the
satisfaction of any of the conditions set forth in Article VIII of the Merger
Agreement and (iii) any and all actions that would or result in a breach in any
respect of any covenant, representation or warranty or any other obligation or
agreement of A under the Merger Agreement. Without limiting the foregoing, it is
understood that the obligations under this Section 3 shall not be affected by
any recommendation or position of A's Board of Directors.
SECTION 4. Reasonable Efforts to Cooperate. (a) Except as contemplated
by Section 9, each Shareholder Party will, without further consideration, (i)
use all reasonable efforts to cooperate with the parties to the Merger Agreement
and the ancillary agreements in connection with the transactions contemplated by
the Merger Agreement and the ancillary agreements, (ii) promptly execute and
deliver such additional documents and take such reasonable actions as are
necessary or appropriate to consummate such transactions and (iii) promptly
provide any information reasonably requested by the parties to the Merger
Agreement and the ancillary agreements for any regulatory application or filing
made or approval sought in connection with such transactions (including filings
with the SEC or any other Governmental Authority).
(b) Each Shareholder Party hereby consents to the publication and
disclosure in the Registration Statement and the Joint Proxy
Statement/Prospectus (and, as and to the extent
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otherwise required by the Securities Act, the Exchange Act, the rules and
regulations of AMEX and the PSE or Governmental Authorities, any other documents
or communications provided by A, B or the Company to any Governmental Authority
or to securityholders of B or A) such Shareholder Party's identity and
Beneficial Ownership of the Owned Shares and the nature of such Shareholder
Party's commitments, arrangements and understandings under and relating to this
Agreement.
(c) Each Shareholder Party agrees that, prior to the Effective Time,
it: (i) will enter into, together with the other Shareholder Parties, a voting
trust agreement for the benefit of all such Shareholder Parties (and all other
Beneficial Owners of Shares that are Affiliates or relatives or Affiliates of
relatives of any such Shareholder Party) (the "A Voting Trust"), which voting
trust agreement will (A) require all of the beneficiaries thereto to deposit all
of the Shares Beneficially Owned by such beneficiaries with the voting trustees
of the A Voting Trust (the "A Voting Trustees") for the purpose of (1) vesting
in the A Voting Trustees the right to vote thereon for the term of the A Voting
Trust Agreement and (2) appointing the A Voting Trustees as their true and
lawful agents and attorneys-in-fact to execute and deliver on their behalf, and
perform certain of their obligations under, certain agreements, including
(without limitation) the Stockholders Agreement and the Registration Rights
Agreement and (B) authorize and require the A Voting Trustees to execute and
deliver, prior to the Effective Time, the Stockholders Agreement and the
Registration Rights Agreement; (ii) will take all other action necessary to
cause the A Voting Trustees to execute and deliver, prior to the Effective Time,
the Stockholders Agreement and the Registration Rights Agreement; (iii) will
comply with all of its obligations under the Stock Purchase Agreements referred
to in Sections 2.01(a)(ii) and 2.01(a)(iii) of the Merger Agreement; and (iv)
will perform its obligations under the Stockholder Assumption Agreement dated as
of the date hereof among Aloha Securities & Investment Company, Sheridan Ing
Partners Hawaii and the CEO and CFO of A, and will cause each of the
stockholders named in such agreement to perform their respective obligations
thereunder, in each case subject to the terms and conditions thereof.
(d) Each Shareholder Party agrees that it will comply in a timely
manner with Section 1.04 of the Merger Agreement.
SECTION 5. Waiver of Appraisal and Dissent Rights. Without limiting the
generality of the other obligations of the Shareholder Parties hereunder, each
Shareholder Party hereby waives and agrees not to assert, and agrees to cause
its Affiliates to waive and not to assert, any rights of appraisal or rights of
dissent in connection with the Merger that such Shareholder Party or its
Affiliates may have.
SECTION 6. Irrevocable Proxy. (a) In furtherance of the agreements
contained in Section 3 of this Agreement, each Shareholder Party hereby
irrevocably grants to, and appoints, the Chief Executive Officer of the Company,
and any individual who shall hereafter succeed to any such office of the
Company, as such Shareholder Party's proxy and attorney-in-fact (with full power
of substitution), for and in the name, place and stead of such Shareholder
Party, to vote all Shares Beneficially Owned by such Shareholder Party that are
outstanding from time to time, to grant or withhold a consent or approval in
respect of such Shares and to execute and deliver a proxy to vote such Shares,
in each case in the manner specified in Section 3.
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(b) Each Shareholder Party represents and warrants, severally but not
jointly, to the Company and B that all proxies heretofore given in respect of
such Shareholder Party's Owned Shares are not irrevocable and that all such
proxies have been properly revoked or are no longer in effect as of the date
hereof.
(c) Each Shareholder Party hereby affirms that the irrevocable proxy
set forth in this Section 6 is given by such Shareholder Party in connection
with, and in consideration of, the execution of the Merger Agreement by the
Company and B, and that such irrevocable proxy is given to secure the
performance of the duties of such Shareholder Party under this Agreement. Each
Shareholder Party hereby further affirms that the irrevocable proxy is coupled
with an interest and may under no circumstances be revoked. Such Shareholder
Party hereby ratifies and confirms all that such irrevocable proxy may lawfully
do or cause to be done by virtue hereof.
(d) Notwithstanding anything to the contrary set forth in this Section
6, the proxy granted in this Section 6 shall remain valid only until this
Agreement terminates pursuant to Section 8 hereof.
SECTION 7. Representations and Warranties of Shareholder Parties. Each
Shareholder Party represents and warrants, severally but not jointly, to each of
B and the Company as follows:
(a) Such Shareholder Party has all necessary power and authority and
legal capacity to execute and deliver this Agreement and perform its obligations
hereunder. In the case of each Shareholder Party that is not a natural person,
the execution, delivery and performance of this Agreement by such Shareholder
Party and the consummation by such Shareholder Party of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of such Shareholder Party and no further proceedings or actions on the part
of such Shareholder Party are necessary to authorize the execution, delivery or
performance of this Agreement or the consummation of the transactions
contemplated hereby.
(b) This Agreement has been duly and validly executed and delivered by
such Shareholder Party and constitutes the valid and binding agreement of such
Shareholder Party, enforceable against such Shareholder Party in accordance with
its terms.
(c) Except as set forth on Schedule A, such Shareholder Party, together
with its Affiliates, is the sole Beneficial Owner of such Shareholder Party's
Owned Shares. Such Shareholder Party has good title to and legal and beneficial
ownership of (which may include holding in nominee or "street" name) all of such
Shareholder Party's outstanding Owned Shares, free and clear of all liens,
claims, options, proxies, voting agreements and security interests (other than
as created by this Agreement, the Charter Documents, the Stockholders Agreement
and the restrictions on Transfer under applicable Laws). The Owned Shares listed
in Schedule A constitute all of the capital stock of A Beneficially Owned by
such Shareholder Party.
(d) The execution and delivery of this Agreement by such Shareholder
Party does not and the performance of this Agreement by such Shareholder Party
will not (i) conflict with, result in any violation of, require any consent
under or constitute a default (whether with notice or lapse of time or both)
under any mortgage, bond, indenture, agreement, instrument or
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obligation to which such Shareholder Party or any of its Affiliates is a party
or by which such Shareholder Party, any of its Affiliates or any of their
respective properties (including the Owned Shares) is bound (or, in the case of
each Shareholder Party or Affiliate thereof that is not a natural person, such
Shareholder Party's or Affiliates' constituent documents), (ii) violate any Law
or Order of any Governmental Authority that is binding on such Shareholder
Party, any of its Affiliates or any of their respective properties.
(e) Such Shareholder Party understands and acknowledges that B and the
Company are entering into the Merger Agreement in reliance upon such Shareholder
Party's execution, delivery and performance of this Agreement.
(f) All the Owned Shares are covered by the proxies granted in Section
6 and they represent at least 80% of the Shares entitled to vote at the A
Stockholders' Meeting.
SECTION 8. Termination. This Agreement shall terminate, with respect to
the applicable Shareholder Party, upon the earliest of (a) the date on which all
Shares Beneficially Owned by such Shareholder Party have been acquired by the
Company, (b) the Effective Time and (c) the 30th day following the day on which
the Merger Agreement is terminated. Any such termination shall be without
prejudice to liabilities arising hereunder before such termination.
SECTION 9. Shareholder Capacity. Notwithstanding anything herein to the
contrary: (a) no Shareholder Party who is or becomes, or whose Affiliate is or
becomes, during the term hereof, a director or officer of A makes any
representation, warranty, undertaking or agreement herein in his or her capacity
as such a director or officer or with respect to such Affiliate's capacity as
such a director or officer and (b) each Shareholder Party has entered into this
Agreement solely in such Shareholder Party's capacity as the Beneficial Owner of
Shares and nothing herein shall limit or affect any actions taken or omitted to
be taken at any time by any Shareholder Party or any such Affiliate in his or
her capacity as an officer or director of A.
SECTION 10. Miscellaneous.
(a) Entire Agreement; Assignment. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof. The rights and
obligations under this Agreement shall not be transferred by any party without
the prior written consent of the other parties.
(b) Expenses. Subject to the terms of the Expense Payment Agreement,
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses.
(c) Parties in Interest. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto and TW and their respective
successors, executors, administrators, heirs and permitted assigns. Nothing in
this Agreement, express or implied, is intended to or shall confer upon any
other person any rights, benefits or remedies of any nature whatsoever under or
by reason of this Agreement.
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(d) Amendment. This Agreement may not be amended, changed,
supplemented, or otherwise modified or terminated, except upon the execution and
delivery of a written agreement executed by the parties hereto; provided that B
and the Company may waive compliance by any Shareholder Party with any
representation, agreement or condition otherwise required to be complied with by
any such party under this Agreement or release any other party from its
obligations under this Agreement, but any such waiver or release shall be
effective only if in writing and executed by B and the Company.
(e) Notices. All notices, requests, claims, demands and other
communications hereunder shall be given (and shall be deemed to have been duly
received if given) by hand delivery in writing or by facsimile transmission with
confirmation of receipt, as follows:
if to a Shareholder Party:
Xxx X. Xxxxx
c/o Aloha Securities & Investment Company
Davies Xxxxxxx Xxxxxx
Xxxxx 000
00 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: Xxx X. Xxxxx
with copies to:
Shearman & Sterling
Commerce Court West
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Telecopier No.: (000) 000-0000
Attention: Xxxxx X. Xxxxx, Esq.
if to B:
Hawaiian Airlines, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx X000
Xxxxxxxx, XX 00000-0000
Telecopier No.: (000) 000-0000
Attention: General Counsel
with copies to:
Goodsill Xxxxxxxx Xxxxx & Xxxxxx
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attn: Xxxxx Xxxxx, Esq.
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and to:
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxx, Esq. and Xxxxx Xxxxxxxxxx, Esq.
if to the Company:
TurnWorks Acquisition III, Inc.
0000 Xxxx Xxxxxxx Xx.
Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Attention: President
with copies to:
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxx, Esq. and Xxxxx Xxxxxxxxxx, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Validity. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable Law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable Law or rule in any jurisdiction such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) Remedies. Each Shareholder Party acknowledges and agrees that in
the event of any breach of this Agreement, B and the Company would be
irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that (a) each Shareholder Party will waive, in
any action for specific performance, the defense of adequacy of a remedy at Law
and (b) B and the Company shall each be entitled, in addition to any other
remedy to which it may be entitled at Law or in equity, to compel specific
performance of this Agreement. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at Law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party. The failure of any party hereto to
exercise any right, power or remedy provided under this Agreement or otherwise
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available in respect hereof at Law or in equity, or to insist upon compliance by
any other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not constitute
a waiver by such party of its right to exercise any such or other right, power
or remedy or to demand such compliance.
(h) Governing Law; Jurisdiction; Waiver of Trial by Jury. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware applicable to contracts executed in and to be performed in
that State. Each of the parties hereto (i) consents to submit itself to the
personal jurisdiction of any Delaware state court located in the city of
Wilmington if any dispute arises under this Agreement, the Merger Agreement, the
ancillary agreements or any transaction contemplated hereby or thereby, (ii)
agrees that it will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (iii) agrees that it will
not bring any action, suit or proceeding relating to this Agreement, the Merger
Agreement, the ancillary agreements or any transaction contemplated hereby or
thereby in any court other than any such court, (iv) waives any right to trial
by jury with respect to any action; suit or proceeding related to or arising out
of this Agreement, the Merger Agreement, the ancillary agreements or any
transaction contemplated hereby or thereby, (v) waives any objection to the
laying of venue of any action, suit or proceeding arising out this Agreement,
the Merger Agreement, the ancillary agreements or any transaction contemplated
hereby or thereby in any such court, (vi) waives and agrees not to plead or
claim that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum and (vii) agrees that a final judgment in
any such action, suit or proceeding in any such court shall be conclusive and
may be enforced in any other jurisdiction by suit on the judgment or in any
other manner provided by applicable law.
(i) Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
(j) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which, taken together,
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed as of the day and year first above written.
HAWAIIAN AIRLINES, INC.
By
---------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice Chairman and Chief
Executive Officer
By
---------------------------------------
Name: Xxxxxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
TURNWORKS ACQUISITION III, INC.
By
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
ALOHA SECURITIES & INVESTMENT
COMPANY, a Hawaii limited partnership,
by its General Partner:
ALOHA INVESTMENT COMPANY,
INC., a Hawaii corporation
By
---------------------------------------
Name:
Title:
------------------------------------------
XXX X. XXXXX
A Voting Agreement
HAN XXXX XXXXX, Trustee of the Trust Agreement
dated September 21, 1983, Han Xxxx Xxxxx,
Settlor (also known as Han Xxxx Xxxxx, Trustee
Under Agreement of Trust Made by Han Xxxx Xxxxx
dated 9/21/83, and Xxx X. Xxxxx Trustee Under
Agreement of Trust Made by Xxx X. Xxxxx dated
9/21/83)
Han Xxxx Xxxxx, Han Xxxx Xxxxx and Xxxx Xxxx-To
Ching, Co-Trustees of the Han Xxxx Xxxxx Gift
Trust dated March 6, 1992, Hung Wo Ching,
Settlor (also known as the Han Xxxx Xxxxx 1992
Gift Trust Agreement dated 3/6/92):
------------------------------------------
HAN XXXX XXXXX, Trustee
------------------------------------------
HAN XXXX XXXXX, Trustee
------------------------------------------
XXXX XXXX-TO CHING, Trustee
Han Xxxx Xxxxx and Han Xxxx Xxxxx, Co- Trustees
of the Xxxxxxxxx Xxx Xxxxx Trust dated July, 10,
1986, as amended:
------------------------------------------
HAN XXXX XXXXX, Trustee
------------------------------------------
HAN XXXX XXXXX, Trustee
A Voting Agreement
Han Xxxx Xxxxx and Han Xxxx Xxxxx, Co-
Trustees of the Non-Exempt Marital Trust
created pursuant to the Hung Wo Ching Trust
dated May 1, 1978, as amended (also known
as Han Xxxx Xxxxx & Han Xxxx Xxxxx as
trustees of the Nonexempt Marital Trust
under the Hung Wo Ching Trust dated 5/1/78
or successors in interest):
------------------------------------------
HAN XXXX XXXXX, Trustee
------------------------------------------
HAN XXXX XXXXX, Trustee
------------------------------------------
XXX X. XXXXX, Joint Tenant with
Xxxxxxxx X. Xxxxx
------------------------------------------
XXXXXXXX X. XXXXX, Joint Tenant with
Xxx X. Xxxxx
------------------------------------------
XXX X. XXXXX, Custodian for Xxxxxxx
X.X. Xxxxx under the Hawaii Uniform
Transfers to Minors Act
------------------------------------------
XXX X. XXXXX, Custodian for Xxxxxx X.X.
Xxxxx under the Hawaii Uniform Transfers
to Minors Act
A Voting Agreement
------------------------------------------
XXX X. XXXXX, Custodian for Xxxxx X.X.
Xxxxx under the Hawaii Uniform Transfers to
Minors Act
------------------------------------------
XXX X. XXXXX, Joint Tenant with Xxxxxxx
X. Xxxxx
------------------------------------------
XXXXXXX X. XXXXX, Joint Tenant with
Xxx X. Xxxxx
------------------------------------------
XXXXXXX X. XXXXX
------------------------------------------
XXXXXXX X. XXXXX, Custodian for
Xxxxxxx X.X. Xxxxx under the Hawaii
Uniform Gifts to Minors Act and Hawaii
Uniform Transfers to Minors Act (also
known as Xxxxxxx X. Xxxxx, Custodian for
Xxxxxxx X.X. Xxxxx under HUGMA)
------------------------------------------
XXXXXXX X. XXXXX, Custodian for Xxxxxx
X.X. Xxxxx under the Hawaii Uniform Gifts
to Minors Act and Hawaii Uniform
Transfers to Minors Act (also known as
Xxxxxxx X. Xxxxx, Custodian for Xxxxxx X.X.
Xxxxx under HUGMA)
A Voting Agreement
------------------------------------------
XXXXXXX X. XXXXX, Custodian for
Xxxxx X.X. Xxxxx under the Hawaii
Uniform Gifts to Minors Act and Hawaii
Uniform Transfers to Minors Act (also
known as Xxxxxxx X. Xxxxx, Custodian for
Xxxxx X.X. Xxxxx under HUGMA)
------------------------------------------
XXXXXXX X. XXXXX, Custodian for
Xxxxxxx X.X. Xxxxx under Hawaii Uniform
Transfers to Minors Act
------------------------------------------
XXXXXXX X. XXXXX, Custodian for Xxxxxx
X.X. Xxxxx under the Hawaii Uniform
Transfers to Minors Act
------------------------------------------
XXXXXXX X. XXXXX, Custodian for Xxxxx
X.X. Xxxxx under the Hawaii Uniform
Transfers to Minors Act
Xxxx Xxxx-To Xxxxx, Xxxxx Ming-Xx Xxxxx and
Xxxxx Xxxx-Xxx Xxxxx, Co-Trustees of the
Ching Perpetual Trust created on April 17,
1992 pursuant to the Xxxxx Xxx Xxxxx Trust
dated February 27, 1985, Xxxxx Xxx Ching,
Settlor (also known as Xxxx Xxxx To Xxxxx,
Xxxxx Ming Xx Xxxxx and Xxxxx Xxxx Xxx
Xxxxx, Trustees of the Ching Perpetual
Trust dated 4/17/92):
------------------------------------------
XXXX XXXX-TO XXXXX (also known as
Xxxx Xxxx To Ching), Trustee
A Voting Agreement
------------------------------------------
XXXXX XXXX-XX XXXXX (also known as
Xxxxx Xxxx Xx Xxxxx), Trustee
------------------------------------------
XXXXX XXXX-XXX XXXXX (also known as
Xxxxx Xxxx Xxx Xxxxx), Trustee
------------------------------------------
XXXX XXXX-TO CHING, Trustee of the
Xxxx Xxxx-To Xxxxx Gift Trust dated
February 1, 1992, Xxxxx Xxx Ching,
Settlor (also known as Xxxx Xxxx To Xxxxx
Trustee Under Xxxx Xxxx To Ching Gift
Trust Dated 2/1/92, and Xxxx Xxxx-To
Ching, Trustee Under the Xxxx Xxxx-To
Ching Gift Trust Agreement dated 2/1/92)
------------------------------------------
XXXX XXXX-TO XXXXX, Trustee and
Settlor of the Revocable Living Trust
Agreement dated September 19, 1989, as
amended (also known as Xxxx Xxxx-To
Ching, Trustee of the Xxxx Xxxx-To Xxxxx
Revocable Living Trust dated 9/19/89 as
amended, and Xxxx Xxxx-To Ching, Trustee
Under the Xxxx Xxxx-To Xxxxx Revocable
Living Trust dated 9/19/89 as amended)
------------------------------------------
XXXXX XXXX-XXX XXXXX, Trustee of the
Xxxxx Xxxx-Xxx Xxxxx Gift Trust dated
February 1, 1992, Xxxxx Xxx Ching,
Settlor (also known as Xxxxx Xxxx Xxx
Xxxxx, Trustee of the Xxxxx Xxxx Xxx Xxxxx
Gift Trust dated 2/1/92, and Xxxxx Xxxx-Xxx
Xxxxx, Trustee Under the Xxxxx Xxxx Xxx
Xxxxx Gift Trust Agreement dated 2/1/92)
A Voting Agreement
------------------------------------------
XXXXX XXXX-XXX XXXXX, Trustee and
Settlor of the Revocable Living Trust
Agreement dated September 18, 1989, as
amended (also known as Xxxxx Xxxx-Xxx
Xxxxx, Trustee of the Xxxxx Xxxx-Xxx Xxxxx
Revocable Living Trust dated 9/19/89 as
amended)
------------------------------------------
XXXXX XXXX-XX XXXXX, Trustee of the
Xxxxx Xxxx-Xx Xxxxx Gift Trust dated
February 1, 1992, Xxxxx Xxx Ching,
Settlor (also known as Xxxxx Xxxx Xx
Xxxxx, Trustee of the Xxxxx Xxxx Xx Xxxxx
Gift Trust dated 2/1/92, and Xxxxx Xxxx-Xx
Xxxxx, Trustee Under the Xxxxx Xxxx-Xx
Xxxxx Gift Trust Agreement dated 2/1/92)
------------------------------------------
XXXXX XXXX-XX XXXXX, Trustee and
Settlor of the Revocable Living Trust
Agreement dated September 18, 1989, as
amended (also known as Xxxxx Xxxx-Xx
Xxxxx, Trustee of the Xxxxx Xxxx-Xx Xxxxx
Revocable Living Trust dated 9/19/89 as
amended, and Xxxxx Xxxx-Xx Xxxxx,
Trustee Under the Xxxxx Xxxx-Xx Xxxxx
Revocable Living Trust dated 9/19/89 as
amended)
------------------------------------------
Xxxxxx K. Y. Ing and First Hawaiian Bank,
Co-Trustees of the Marital Trust created
pursuant to the Xxxxxxxx X.X. Ing Self
Trusteed Trust dated May 21, 1987,
Xxxxxxxx X. X. Ing, Settlor, as amended:
------------------------------------------
XXXXXX K.Y. ING, Trustee
A Voting Agreement
FIRST HAWAIIAN BANK, Trustee
By
-----------------------------------------
Name:
Title:
Xxxxxx K. Y. Ing and First Hawaiian Bank,
Co-Trustees of the Family Trust created
pursuant to the Xxxxxxxx X.X. Ing Self
Trusteed Trust dated May 21, 1987, Xxxxxxxx
X. X. Ing, Settlor, as amended (also known
as the Sheridan Ing Generation Skipping
Trust):
-------------------------------------------
XXXXXX K.Y. ING, Trustee
FIRST HAWAIIAN BANK, Trustee
By
-----------------------------------------
Name:
Title:
A Voting Agreement
SCHEDULE A
SHAREHOLDER PARTIES
-------------------
PARTY CLASS A CLASS B SERIES B
----- COMMON COMMON PREFERRED
SHARES SHARES SHARES
------ ------ ------
Aloha Securities & Investment 3,427,915
Company
Xxx X. Xxxxx 25,025
Han Xxxx Xxxxx, Trustee of the 195,215 560
Trust Agreement dated September
21, 1983, Han Xxxx Xxxxx, Settlor
Han Xxxx Xxxxx, Han Xxxx Xxxxx 68,250
and Xxxx Xxxx-To Ching, Co-
Trustees of the Han Xxxx Xxxxx
1992 Gift Trust dated Xxxxx 0,
0000, Xxxx Xx Xxxxx, Xxxxxxx
Han Xxxx Xxxxx and Xxx Xxxx 50,401
Ching, Co-Trustees of the
Xxxxxxxxx Xxx Xxxxx Trust dated
July 10, 1986, as amended
Han Xxxx Xxxxx and Han Ping 83,382 41
Ching, Co-Trustees of the Non-
Exempt Marital Trust created
under the Hung Wo Ching Trust
dated May 1, 1978, as amended
Xxx X. Xxxxx and Xxxxxxxx X. 804
Ching, as Joint Tenants
Xxx X. Xxxxx, Custodian for 110
Xxxxxxx X.X. Xxxxx under the
Hawaii Uniform Transfers to
Minors Act
Xxx X. Xxxxx, Custodian for 110
Xxxxxx X.X. Xxxxx under the
Hawaii Uniform Transfers to
Minors Act
Xxx X. Xxxxx, Custodian for 110
Xxxxx X.X. Xxxxx under the
Hawaii Uniform Transfers to
Minors Act
Xxx X. Xxxxx and Xxxxxxx X. 237,088 495
Ching, as Joint Tenants
Xxxxxxx X. Xxxxx 76,141
A-1
PARTY CLASS A CLASS B SERIES B
----- COMMON COMMON PREFERRED
SHARES SHARES SHARES
------ ------ ------
Xxxxxxx X. Xxxxx, Custodian for 111,085
Xxxxxxx X.X. Xxxxx under the
Hawaii Uniform Gifts to Minors
Act and Hawaii Uniform
Transfers to Minors Act
Xxxxxxx X. Xxxxx, Custodian for 111,085
Xxxxxx X.X. Xxxxx under the
Hawaii Uniform Gifts to Minors
Act and Hawaii Uniform
Transfers to Minors Act
Xxxxxxx X. Xxxxx, Custodian for 111,059
Xxxxx X.X. Xxxxx under the
Hawaii Uniform Gifts to Minors
Act and Hawaii Uniform
Transfers to Minors Act
Xxxxxxx X. Xxxxx, Custodian for 212
Xxxxxxx X.X. Xxxxx under Hawaii
Uniform Transfers to Minors Act
Xxxxxxx X. Xxxxx, Custodian for 212
Xxxxxx X.X. Xxxxx under the
Hawaii Uniform Transfers to
Minors Act
Xxxxxxx X. Xxxxx, Custodian for 213
Xxxxx X.X. Xxxxx under the
Hawaii Uniform Transfers to
Minors Act
Xxxx Xxxx-To Xxxxx, Xxxxx 140,817
Ming-Xx Xxxxx, and Xxxxx Xxxx-
Xxx Xxxxx, Co-Trustees of the
Ching Perpetual Trust created on
April 17, 1992 pursuant to the
Xxxxx Xxx Xxxxx Trust dated
February 27, 1985, Xxxxx Xxx
Ching, Settlor
Xxxx Xxxx-To Xxxxx, Trustee of 37,626 114
the Xxxx Xxxx-To Ching Gift
Trust dated February 1, 1992,
Xxxxx Xxx Xxxxx, Settlor
Xxxx Xxxx-To Ching, Trustee and 132,191 391
Settlor of the Revocable Living
Trust dated September 19, 1989,
as amended
A-2
PARTY CLASS A CLASS B SERIES B
----- COMMON COMMON PREFERRED
SHARES SHARES SHARES
------ ------ ------
Xxxxx Xxxx-Xxx Xxxxx, Trustee of 37,633 114
the Xxxxx Xxxx Xxx Xxxxx Gift
Trust dated February 1, 1992,
Xxxxx Xxx Ching, Settlor
Xxxxx Xxxx-Xxx Xxxxx, Trustee 118,489 346
and Settlor of the Revocable
Living Trust dated September 18,
1989, as amended
Xxxxx Xxxx-Xx Xxxxx, Trustee of 37,626 114
the Xxxxx Xxxx-Xx Xxxxx Gift
Trust dated February 1, 1992,
Xxxxx Xxx Ching, Settlor
Xxxxx Xxxx-Xx Xxxxx, Trustee 130,429 386
and Settlor of the Revocable
Living Trust dated September 18,
1989, as amended
Xxxxxx K. Y. Ing and First 471,427 425,880
Hawaiian Bank, Co-Trustees of
the Marital Trust created pursuant
to the Xxxxxxxx X.X. Ing Self
Trusteed Trust dated May 21,
1987, Xxxxxxxx X.X. Ing, Settlor,
as amended
Xxxxxx K. Y. Ing and First 270,270
Hawaiian Bank, Co-Trustees of
the Family Trust created pursuant
to the Xxxxxxxx X.X. Ing Self
Trusteed Trust dated May 21,
1987, Xxxxxxxx X.X. Ing, Settlor,
as amended
Total Number of Shares 3,899,342 2,399,692 4,332
Committed in Each Class
Total Number of Shares in Each 4,442,992 2,927,174 5,308
Class
Percentage of Shares Committed 87.8% 82.0% 81.6%
under Voting Agreement
A-3
