Exhibit 9
FORM OF VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of November , 1999, by and
among ENDO PHARMACEUTICALS HOLDINGS INC., a Delaware corporation ("Parent"),
ENDO INC., a Delaware corporation and a newly-formed wholly-owned subsidiary of
Parent ("Sub"), and the stockholder party hereto (the "Stockholder").
W I T N E S S E T H :
WHEREAS, concurrently with the execution and delivery of this Agreement, an
Agreement and Plan of Merger (as such agreement may be amended from time to
time, the "Merger Agreement") is being entered into by and among Parent, Sub
and ALGOS PHARMACEUTICAL CORPORATION, a Delaware corporation (the "Company"),
pursuant to which Company has agreed to merge with and into Sub, with Sub
continuing as the surviving corporation (the "Merger"); and
WHEREAS, as a condition to, and in consideration for, Parent's and Sub's
willingness to enter into the Merger Agreement and to consummate the
transactions contemplated thereby, Parent and Sub have required that the
Stockholder enter into this Agreement and certain other stockholders to enter
into similar agreements.
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. For purposes of this Agreement:
"Company Securities" shall mean the Company's common stock, par value $.01
per share.
"Stockholder Shares" shall mean (i) the Existing Securities (as defined in
Section 5(a)(i) hereof) set forth on Schedule I hereto, (ii) any shares of
Company Securities distributed prior to the termination of this Agreement in
respect of the Stockholder Shares by reason of a stock dividend, split-up,
recapitalization, reclassification, combination, merger, exchange of shares or
otherwise and (iii) any other shares of the Company Securities of which the
Stockholder acquires ownership, either directly or indirectly, after the date
of this Agreement and prior to the Effective Time.
"Person" shall mean an individual, corporation, partnership, limited
liability company, joint venture, association, trust, unincorporated
organization or other entity.
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement.
2. Agreement to Vote Shares. The Stockholder shall, at any meeting of the
holders of any class or classes of Company Securities, however such meeting is
called and regardless of whether such meeting is a special or annual meeting of
the stockholders of the Company, or in connection with any written consent of
the stockholders of the Company, vote (or cause to be voted) the Stockholder
Shares, (i) in favor of the Merger, the execution and delivery by the Company
of the Merger Agreement and the approval of the terms thereof and each of the
other actions contemplated by the Merger Agreement and this Agreement and any
actions required in furtherance thereof and hereof and (ii) against the
following actions (other than the Merger and the transactions contemplated by
the Merger Agreement): (1) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company; (2)
a sale, lease or transfer of a material amount of assets of the Company or a
reorganization, recapitalization, dissolution or liquidation of the
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Company; (3) (a) any change in the majority of the board of directors of the
Company; (b) any material change in the present capitalization of the Company
or any amendment of the certificate of incorporation or similar governing
document of the Company; (c) any other material change in the corporate
structure or business of the Company; or (d) any other action, which, in the
case of each of the matters referred to in clauses (a), (b) and (c) above, is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, discourage or materially adversely affect the contemplated economic
benefits to Parent or Sub of the Merger or the transactions contemplated by the
Merger Agreement or this Agreement.
3. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) The Stockholder hereby irrevocably grants to, and appoints, Xxxxx Xxxxx,
Xxxxxxx Xxxxx and Xxxxxx Xxxxxxxx, or any one of them, in their respective
capacities as officers of Parent, and any individual who shall hereafter
succeed to any such office of Parent, and each of them individually, the
Stockholder's proxy and attorney-in-fact (with full power of substitution), for
and in the name, place and stead of the Stockholder, to vote the Stockholder
Shares held at the time of the relevant stockholder vote as set forth in
Section 2 hereof. The Stockholder will cause any record holder of Stockholder
Shares to grant substantially similar proxies as requested in accordance with
Section 8(e) hereof.
(b) The Stockholder represents that any proxies heretofore given in respect
of the Stockholder Shares are not irrevocable, and that any such proxies are
hereby revoked.
(c) The Stockholder understands and acknowledges that Parent and Sub are
entering into the Merger Agreement in reliance upon the Stockholder's execution
and delivery of this Agreement. The Stockholder hereby affirms that the
irrevocable proxy set forth in this Section 3 is given in connection with the
execution of the Merger Agreement, and that such irrevocable proxy is given to
secure the performance of the duties of the Stockholder under this Agreement.
The Stockholder hereby further affirms that the irrevocable proxy is coupled
with an interest and may under no circumstances be revoked. Such irrevocable
proxy is executed and intended to be irrevocable in accordance with the
provisions of Section 212(e) of the Delaware General Corporation Law.
4. Covenants of the Stockholders. The Stockholder hereby agrees and
covenants that:
(a) Restriction on Transfers. Except as may otherwise be agreed by Parent in
writing and as contemplated by those agreements or understandings set forth on
Schedule II hereto, the Stockholder shall not (i) transfer (which term shall
include, without limitation, any sale, gift, pledge or other disposition), or
consent to any transfer of, any or all of the Stockholder Shares, or any
interest therein if such transfer would result in the Stockholder no longer
having the power to vote or cause to be voted the Stockholder Shares or (ii)
enter into any contract, option or other agreement or understanding with
respect to any such transfer of any or all of the Stockholder Shares, or any
interest therein.
(b) Restrictions on Proxies and Voting Arrangements. Except as otherwise
provided herein, the Stockholder shall not (i) grant any proxy, power-of-
attorney or other authorization in or with respect to the Stockholder Shares or
(ii) deposit the Stockholder Shares into a voting trust or enter into a voting
agreement or arrangement with respect to the Stockholder Shares.
(c) Stop Transfer. The Stockholder shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Stockholder's Existing
Securities (as defined in Section 6(a)(i) hereof), unless such transfer is made
in compliance with this Agreement. In the event of any dividend or
distribution, or any change in the capital structure of the Company by reason
of any non-cash dividend, split-up, recapitalization, combination, exchange of
securities or the like, the term "Existing Securities" shall refer to and
include the Existing Securities as well as all such dividends and distributions
of securities and any securities into which or for which any or all of the
Existing Securities may be changed, exchanged or converted.
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(d) Waiver of Appraisal Rights. The Stockholder hereby waives any rights of
appraisal or rights to dissent from the Merger that the Stockholder may have.
(e) No Inconsistent Arrangements. The Stockholder shall not take any other
action that would in any way restrict, limit or interfere with the performance
of the Stockholder's obligations hereunder or the transactions contemplated
hereby or by the Merger Agreement.
5. Representations and Warranties.
(a) The Stockholder hereby represents and warrants to Parent and Sub as
follows:
(i) Ownership of Securities. On the date hereof, the Stockholder owns,
directly or indirectly, or has the power to direct the voting of, the
Company Securities set forth next to the Stockholder's name on Schedule I
hereto (the "Existing Securities"), and the Existing Securities are owned
of record by the Stockholder or certain of the Stockholder's subsidiaries
or nominees (together, the "Record Holders"). On the date hereof, the
Existing Securities constitute all of the shares of voting capital stock of
the Company owned of record or otherwise by such Stockholder or as to which
such Stockholder has the power to direct the voting of the shares. Each
Record Holder has sole voting power and sole power to issue instructions
with respect to the matters set forth in Section 2 hereof, sole power of
disposition, sole power of conversion, sole power (if any) to demand
appraisal rights and sole power to agree to all of the matters set forth in
this Agreement, in each case with respect to all of such Record Holder's
Existing Securities with no limitations, qualifications or restrictions on
such rights, subject to applicable securities laws and the terms of this
Agreement.
(ii) Power; Binding Agreement. The Stockholder has the power (or, if
applicable, corporate power) and authority to enter into and perform all of
the Stockholder's obligations under this Agreement. The execution, delivery
and performance of this Agreement by the Stockholder will not violate any
other agreement to which the Stockholder is a party including, without
limitation, any voting agreement, proxy arrangement, pledge agreement,
shareholders agreement, voting trust or trust agreement. This Agreement has
been duly and validly executed and delivered by the Stockholder and
constitutes a valid and binding agreement of the Stockholder, enforceable
against the Stockholder in accordance with its terms, except as the
enforceability thereof may be limited by (a) applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws in effect that
affect the enforcement of creditors rights generally or (b) general
principles of equity, whether considered in a proceeding at law or in
equity. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which the Stockholder is a trustee whose
consent is required for the execution and delivery of this Agreement or the
compliance by the Stockholder with the terms hereof.
(iii) No Conflicts. No filing with, and no permit, authorization,
consent or approval of, any Governmental Entity is required for the
execution of this Agreement by the Stockholder and the consummation by the
Stockholder of the transactions contemplated hereby, except in connection,
or in compliance, with the provisions of (i) Section 16 and Section 13D or
13G of the Exchange Act and (ii) the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), none of the execution
and delivery of this Agreement by the Stockholder, the consummation by the
Stockholder of the transactions contemplated hereby or compliance by the
Stockholder with any of the provisions hereof shall (A) conflict with, or
result in any breach of, any organizational documents applicable to the
Stockholder, (B) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
loan agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of
any kind to which the Stockholder is a party or by which the Stockholder or
any of the Stockholder's properties or assets may be bound, or (C) violate
any order, writ, injunction, decree, judgment, order, statute, arbitration
award, rule or regulation applicable to the Stockholder or any of the
Stockholder's properties or assets.
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(iv) No Liens. Except as established hereby, the Existing Securities are
now and, at all times during the term hereof, will be held by the
Stockholder, or by a nominee or custodian for the benefit of the
Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever.
(v) No Solicitation. The Stockholder hereby agrees, in the Stockholder's
capacity as stockholder of the Company, that neither the Stockholder nor
any of the Stockholder's subsidiaries, if applicable, shall (and the
Stockholder shall use best efforts to cause the Stockholder's officers,
directors, employees, investment bankers, consultants, attorneys,
accountants, agents, advisors or representatives not to), directly or
indirectly, take any action to solicit, initiate, encourage, facilitate,
participate in or initiate discussions or negotiations with, or provide any
information to, any Person (other than Parent, Sub or any of their
Affiliates or representatives) concerning any Company Takeover Proposal;
provided that nothing contained in this Section 5(a)(v) shall restrict any
officer, director or employee of the Stockholder or the Stockholder's
subsidiaries, if applicable, from taking any action in his or her capacity
as a director, officer or employee of the Company which is permitted to be
taken pursuant to Section 4.2 of the Merger Agreement.
(b) Parent and Sub jointly and severally hereby represent and warrant to the
Stockholder as follows:
(i) Power; Binding Agreement. Each of Parent and Sub has the corporate
power and authority to enter into and perform all of its obligations under
this Agreement. The execution, delivery and performance of this Agreement
by each of Parent and Sub will not violate any material agreement to which
Parent or Sub, as the case may be, is a party. This Agreement has been duly
and validly executed and delivered by each of Parent and Sub and
constitutes a valid and binding agreement of each of Parent and Sub,
enforceable against each of them in accordance with its terms, except as
the enforceability thereof may be limited by (a) applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws in effect that
affect the enforcement of creditors rights generally or (b) general
principles of equity, whether considered in a proceeding at law or in
equity.
(ii) No Conflicts. No filing with, and no permit, authorization, consent
or approval of, any Governmental Entity is required for the execution of
this Agreement by each of Parent and Sub and the consummation by each of
them of the transactions contemplated hereby, except in connection, or in
compliance, with the provisions of (i) Section 16 and Section 13D or 13G of
the Exchange Act and (ii) the HSR Act, and none of the execution and
delivery of this Agreement by each of Parent and Sub, the consummation by
each of them of the transactions contemplated hereby or compliance by each
of them with any of the provisions hereof shall (A) conflict with or result
in any breach of any organizational documents applicable to Parent or Sub,
respectively, (B) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to
any third party right of termination, cancellation, material modification
or acceleration) under any of the terms, conditions or provisions of any
material note, loan agreement, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which Parent or Sub is a party or
by which Parent or Sub or any of their respective properties or assets may
be bound, or (C) violate any order, writ, injunction, decree, judgment,
order, statute, arbitration award, rule or regulation applicable to Parent
or Sub or any of their respective properties or assets.
6. Best Efforts. Subject to the terms and conditions of this Agreement, each
of the parties hereto agrees to use its best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary,
proper or advisable under applicable laws and regulations to consummate and
make effective the transactions contemplated by this Agreement and the Merger
Agreement; provided that nothing contained in this Section 6 shall restrict any
officer, director or employee of the Stockholder or the Stockholder's
Subsidiaries from taking any action in his or her capacity as a director,
officer or employee of the Company which is permitted to be taken pursuant to
Section 4.2 of the Merger Agreement.
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7. Termination. Other than Section 8 hereof (which shall survive in any
event), this Agreement and the covenants, representations and warranties,
agreements and irrevocable proxy or proxies contained herein or granted
pursuant hereto shall terminate upon the earlier to occur of (i) the
termination of the Merger Agreement in accordance with Article VII thereof and
(ii) the consummation of the transactions contemplated by the Merger Agreement.
Upon any termination of this Agreement, this Agreement shall thereupon become
void and of no further force and effect, and there shall be no liability in
respect of this Agreement or of any transactions contemplated hereby or by the
Merger Agreement on the part of any party hereto or any of its directors,
officers, partners, stockholders, employees, agents, advisors, representatives
or Affiliates; provided, however, that nothing herein shall relieve any party
from any liability for such party's willful breach of this Agreement; and
provided, further, that nothing herein shall limit, restrict, impair, amend or
otherwise modify the rights, remedies, obligations or liabilities of any person
under any other contract or agreement, including, without limitation, the
Merger Agreement.
8. Miscellaneous.
(a) Specific Performance. Each party hereto recognizes and agrees that if
for any reason any of the provisions of this Agreement are not performed by the
other parties in accordance with their specific terms or are otherwise
breached, immediate and irreparable harm or injury would be caused to the non-
breaching parties for which money damages would not be an adequate remedy.
Accordingly, the parties agree that, in addition to any other available
remedies, the non-breaching parties shall be entitled to an injunction
restraining any violation or threatened violation of the provisions of this
Agreement without the necessity of the non-breaching parties posting a bond or
other form of security. In the event that any action should be brought in
equity to enforce the provisions of this Agreement, the breaching party will
not allege, and the breaching party hereby waives the defense, that there is an
adequate remedy at law.
(b) Severability. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. Without limiting the
foregoing, with respect to any provision of this Agreement, if it is determined
by a court of competent jurisdiction to be excessive as to duration or scope,
it is the parties' intention that such provision nevertheless be enforced to
the fullest extent which it may be enforced.
(c) Attorneys' Fees. If any action at law or equity, including an action for
declaratory relief, is brought by a party to this Agreement to enforce or
interpret any provision of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees and expenses from the other
party, which fees and expenses shall be in addition to any other relief which
may be awarded.
(d) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE ACTIONS OF PARENT, THE COMPANY, OR SUB IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
(e) Further Assurances. From time to time, at the request of Parent or Sub,
the Stockholder shall execute and deliver to Parent and Sub or cause other
Record Holders to execute and deliver to Parent and Sub such additional
instruments containing grants of proxy with respect to the Stockholder Shares
(which grants of proxy will be in substantially the form of Section 3(a)
hereof) as Parent or Sub may reasonably request in connection with the
Stockholder's obligations under this Agreement.
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(f) Entire Agreement. This Agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, among the
parties or any of them with respect to the subject matter hereof.
(g) Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the United
States District Court located in the State of Delaware (unless such courts
assert no jurisdiction, in which case the parties hereto consent to the
exclusive jurisdiction of the courts of the State of Delaware) for any actions,
suits or proceedings arising out of or relating to this Agreement and the
transactions contemplated hereby (and each party hereto agrees not to commence
any action, suit or proceeding relating thereto except in such courts), and
further agrees that service of any process, summons, notice or document by U.S.
registered mail to the addresses set forth herein shall be effective service of
process for any such action, suit or proceeding brought against each party in
such court. Each party hereto hereby irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of this Agreement or the transactions contemplated hereby, in the United States
District Courts located in the State of Delaware (unless such courts assert no
jurisdiction, in which case each party consents to the exclusive jurisdiction
of the courts of the State of Delaware). Each party hereby further irrevocably
and unconditionally waives and agrees not to plead or to claim in any such
court that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum. Each of the parties hereto also agrees
that any final and unappealable judgment against a party hereto in connection
with any action, suit or other proceeding shall be conclusive and binding on
such party and that such award or judgment may be enforced in any court of
competent jurisdiction, either within or outside of the United States. A
certified or exemplified copy of such award or judgment shall be conclusive
evidence of the fact and amount of such award or judgment.
(h) Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by overnight courier, by
facsimile (which is confirmed), or by registered or certified mail (postage
prepaid, return receipt requested) to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):
(a) if to the Stockholder, to the addresses set forth next to the
Stockholder's name on Schedule II hereto and
(b) if to Parent or Sub, to:
Endo Pharmaceuticals Holdings Inc.
000 Xxxxxxxxxx-Xxxx Xxxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Attn.: Xxxxx X. Xxxxx
Fax No.: (000) 000-0000
with copies to:
Xxxxx & Company
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxx X. Xxxxxxx, XX
Fax No.: (000) 000-0000
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and
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxxx Xxxxxx Simon, Esq.
Fax No.: (000) 000-0000
and
(c) if to the Company, to:
Algos Pharmaceuticals Corporation
0000 Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000-0000
Attn.: General Counsel
Fax No.: (000) 000-0000
with copies to:
Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxx X. Xxx, Esq.
Fax No.: (000) 000-0000
(i) Descriptive Headings; Interpretation. 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) Assignment; Binding Agreement. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other party hereto;
provided, however, that Parent and Sub shall be permitted to assign, in whole
or in part, this Agreement or any of the rights, interests or obligations
hereunder to any of their Subsidiaries or Affiliates.
(k) Amendment, Modification and Waiver. This Agreement may not be amended,
modified or waived except by an instrument or instruments in writing signed and
delivered on behalf of the party hereto against whom such amendment,
modification or waiver is sought to be entered.
(l) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent, Sub and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
ENDO Pharmaceuticals Holdings Inc.
By: _________________________________
Name:
Title:
ENDO Inc.
By: _________________________________
Name:
Title:
[Stockholder]
By: _________________________________
Name:
Title:
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SCHEDULE I
LIST OF EXISTING SECURITIES
STOCKHOLDERS' HOLDINGS OF COMPANY COMMON STOCK
Number of
Registered Holder Shares Held
----------------- -----------
Xxxxx X. Xxxx.................................................. 1,344,416
Xxxxxxx Xxxxx (N.B. does not include shares owned by the Kimmel
Trusts listed below).......................................... 829,551
Trust Under the Will of Xxxx Xxxxxx............................ 657,193
Xxxx Xxxxxx Trust.............................................. 171,530
Xxxxxxx Xxxxxx Trust........................................... 155,000
Xxxxx Xxxxx Family Trust....................................... 20,750
Xxxxx X. Xxxxxx................................................ 370,200
Xxxx X. Xxxx................................................... 224,100
Hyatt Family Trust............................................. 221,332
Xxxxx X. Xxxxxx (N.B. does not include shares owned by the
Hyatt Trusts listed above).................................... 30,000
Xxxxx X. Xxxxxx Irrevocable Trust.............................. 24,900
Xxxxx X. Xxxxxx................................................ 109,450
Xxxxxx X. Xxxxxxx.............................................. 8,300
Xxxxxx Xxxxxxx................................................. 8,300
Xxxxxxxx Xxxxxx................................................ 1,000
---------
Total........................................................ 4,176,022
=========
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SCHEDULE II
NOTICES
Stockholder Party Notice To: With A Copy To:
----------------- ---------- ---------------
Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxxxx Xxxxx as Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Trustee for the Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
Trust Under the 000 Xxxx Xxxxxx 245 Park Avenue
Will of Xxxx X. Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Kimmel
Xxxxxxx Xxxxx as Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Trustee for The Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
Xxxx Xxxxxx Trust 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxxxx Xxxxx as Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Trustee for Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
the Xxxxxxx 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxxxx Xxxxx as Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Trustee for Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
the Xxxxx Xxxxx 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Xxxxxx & Xxxxxxx Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx, Xxxxx 0000 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxx X. Xxxxxx as Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Trustee for the Xxxxxx & Xxxxxxx Xxxxxx & Xxxxxxx
Hyatt 000 Xxxxx Xxxxxx, Xxxxx 0000 000 Xxxxx Xxxxxx, Xxxxx 0000
Family Trust Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
00 Xxxxxxxxxxxx Xxxx 00 Xxxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
00 Xxxx 00xx 00 Xxxx 00xx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
00 Xxxx 00xx 00 Xxxx 00xx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xxxx X. Xxxx Xxxx Xxxx Xxxx Xxxx
28 Inlet Terrace 00 Xxxxx Xxxxxxx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
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Stockholder Party Notice To: With A Copy To:
----------------- ---------- ---------------
Xxxxx X. Xxxx Xxxxx Xxxx Xxxxx Xxxx
0 Xxxxx Xxxx 0 Xxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000 Xxxxxxxxxxxxx, XX 00000
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx, Ph. D. Xxxxx X. Xxxxxx, Ph. D.
0 Xxxxxxx Xxxxx 0 Xxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000 Xxxxx Xxxx, XX 00000
Xxxxx X. Xxxxxx, Xx. as Xxxxx X. Xxxxxx, Xx. Xxxxx X. Xxxxxx, Ph. D.
Trustee for the Xxxxx X. USA Datanet 2 Bowling Green
Xxxxxx Irrevocable Trust 000 Xxxxx Xxxxxxx Xx. Xxxxx Xxxx, XX 00000
Xxxxx 000
Xxxxxxxx, XX 00000
Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
2 Bowling Green 0 Xxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000 Colts Xxxx, XX 00000
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