EXHIBIT D
XXXX XXXXXX
MAY 24, 2001
Xx. Xxxxx Xxxxxx
000 Xxxxxxxx Xxxx
Xxx Xxxxxxxx, Xxx Xxxx 00000
Xx. Xxxxx Xxxxx-Xxxx
00 Xxxxxx Xxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx 00000
Xxxxx-Xxxx Family Trust
To Xx. Xxxxxx, Xx. Xxxxx-Xxxx and the Xxxxx-Xxxx Family Trust:
Reference is hereby made to that certain Shareholders and Voting Agreement,
dated as of the 24th day of January, 2001, by and among Xxxx Xxxxxx ("Xxxxxx")
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and Xxxxx Xxxxxx (collectively, the "Xxxxxx Group"), Xxxxx Xxxxxxx, Xxxxxx
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Barotz and Xxxxx Xxxxxx (collectively, the "Barotz Group"), Xxxxx Xxxxx-Xxxx,
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Xxxxx Xxxxx-Xxxx, Xxxxxxx Xxxxx-Xxxx, Xxx Xxxxx-Xxxx and the Xxxxx-Xxxx Family
Trust (collectively, the "Xxxxx-Xxxx Group" and, together with the Xxxxxx Group
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and the Barotz Group, the "Control Groups" and, together with each of the
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aforementioned person, the "Parties"), as amended by a letter agreement, dated
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April 3, 2001, among Xxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxx-Xxxx (the
"Agreement"). Capitalized terms used herein and not otherwise defined herein
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shall have the meanings set forth in the Agreement.
The undersigned hereby agree, individually and, as indicated below, on
behalf of their respective Control Groups, as follows. If the Proposed Merger is
consummated, on December 31,2002 the Xxxxx-Xxxx Family Trust shall sell to the
Post-Merger Corporation the 359,894 shares of Firecom Stock that will be owned
by the Xxxxx-Xxxx Family Trust immediately following the effective time of the
Proposed Merger and Xxxxx Xxxxx-Xxxx shall sell to the Post-Merger Corporation
140,106 of the shares of Firecom Stock that will be owned by him immediately
following the effective time of the Proposed Merger, and the Parties shall cause
the Post-Merger Corporation to purchase such shares from such persons, on
December 31, 2001, for a price of $0.80 per share, with the aggregate cash
payment to be received at such time by the Xxxxx-Xxxx Family Trust and Xxxxx
Xxxxx-Xxxx at such time to be equal to $287,915 and $112,085, respectively.
All other terms of the Agreement shall remain in full force and effect.
* * * * *
[Signature page follows]
Sincerely,
Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
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Individually and as the Group
Representative of the Xxxxxx Group
Acknowledged and Agreed
As of the Date First Written Above:
Xxxxx Xxxxx-Xxxx
/s/ Xxxxx Xxxxx-Xxxx
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Individually and as the Group Representative
of the Xxxxx-Xxxx Group
Acknowledged and Agreed
As of the Date First Written Above:
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
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Individually and as the Group Representative
of the Barotz Group
Acknowledged and Agreed
As of the Date First Written Above:
The Xxxxx-Xxxx Family Trust
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx XX, Trustee
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