EXHIBIT 4.13
XXXXXXX ACQUISITION CORP.
JORDAN INVESTORS SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT, dated August 16, 1995, (herein called this
"Agreement"), is made by and among XXXXXXX ACQUISITION CORP., a Delaware
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corporation (which upon the closing of the transactions contemplated hereby,
will be renamed "Xxxxxxx Products Inc.", and together with its successors and
its subsidiaries, unless otherwise indicated by the context "Company") whose
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address is c/o The Jordan Company, 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
and the persons whose names are set forth at the end of this Agreement (herein
collectively called the "Stockholders").
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1. Stock Subscriptions.
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(a) Each Stockholder herewith (i) subscribes for shares of the
following securities of the Company as set forth on Exhibit 1 hereto: the
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Company's Class A Common Stock, $.01 par value ("Class A Common Stock"), for a
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purchase price of $1.00 per share and other good and valuable consideration,
including the sponsorship of the transactions contemplated hereby, the
sufficiency of which is hereby acknowledged and (ii) agrees to enter into a
Stock Pledge Agreement (each a "Jordan Pledge Agreement") in favor of Xxxxxx
Financial, Inc. ("Xxxxxx") as Agent for the Lenders under the Credit Agreement
(as defined in Section 2(b)) in substantially the form attached as Exhibit 2
attached hereto in order to secure, among other things, the payment of amounts
due pursuant to the Credit Agreement. The foregoing Class A Common Stock is
referred to as the "Common Stock", and, along with any other class of capital
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stock of the Company, collectively the "Stock".
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(b) Each Stockholder nominates Jordan/Zalaznick Capital Company
("JZCC") to take title to and hold the Stock the Stockholder subscribes for
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under this Agreement. JZCC acknowledges to the Stockholders and the Company
that the Stock
subscribed for under this Agreement will be distributed by JZCC to the
Stockholders pursuant to such agreements as exist between the Stockholders and
JZCC.
(c) Each Stockholder acknowledges to the Company and the other
Stockholders that he understands and agrees, as follows:
THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES
LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER
MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS NO PREVIOUS
FINANCIAL HISTORY AND HAS BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO
IT TO OPERATE ITS BUSINESS. EACH STOCKHOLDER ACKNOWLEDGES THAT THE STOCKHOLDER
MAY AND CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT AND THAT THE STOCKHOLDER
UNDERSTANDS THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.
(d) The Company covenants that upon issuance the Common Stock
subscribed for by the Stockholders shall aggregate $2,905,172 in purchase price
and, assuming the future issuance to management of the Company of 172,414
additional shares of the Company's Class C Common Stock, $.01 par value per
share (the "Option Shares"), upon the exercise of certain options and the future
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issuance to the Institutional Investors and their Permitted Transferees (each as
defined in the Stockholders Agreement) of 3,448,276 additional shares of Common
Stock upon the exercise of certain warrants (the "Warrant Shares") after the
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date hereof, shall represent 33.7% in the aggregate of the authorized and
outstanding shares of all Common Stock of all classes of the Company on a fully
diluted basis as of the date hereof.
(e) Each certificate evidencing Stock being issued pursuant to this
Agreement shall bear legends reflecting (i) this Agreement's existence and (ii)
the fact that said Stock has not been registered under Federal or state
securities laws and is subject to limitations on transfer set forth herein and
in the Stockholders Agreement, of even date herewith, by and among New Xxxxxxx
and New Xxxxxxx'x Stockholders (the "Stockholders Agreement"). Each Stockholder
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acknowledges that the effect of these legends, among other things, is or may be
to limit or
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destroy the value of the certificate for purposes of sale or for use as loan
collateral. Each Stockholder consents that "stop transfer" instructions may be
noted against the Stock sold to him hereunder. Each Stockholder acknowledges
that he is required to become a party to the Stockholders Agreement as a
condition to purchasing the Stock hereunder.
2. Proposed Transactions.
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(a) This Agreement summarizes certain pertinent documents as well as
applicable laws and regulations. While the Company believes that these
summaries fairly reflect and summarize such matters, each Stockholder
acknowledges that such summaries are not complete and are qualified by reference
to the complete texts thereof of the documents, laws and regulations so
summarized.
(b) Each Stockholder acknowledges to the Company and the other
Stockholders that the Stockholder has received or has had ample opportunity to
review and understand the current form of each of the following documents:
A. The Certificate of Incorporation of the Company;
B. The Bylaws of the Company;
C. The Agreement and Plan of Merger (the "Merger Agreement"), dated as of
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August 14, 1995, by and among the Company and Xxxxxxx Holding Company ("Old
Holdings"), the stockholders of Old Holdings a party thereto the
optionholders of Old Holdings a party thereto and Xxxxx & Partners, Inc.,
pursuant to which the Company will merge with and into Old Holdings, with
Old Holdings as the surviving corporation, and subsequent to which Xxxxxxx
Products, Inc. ("Old Xxxxxxx") will merge with and into Old Holdings, with
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Old Holdings being the surviving corporation and being renamed "Xxxxxxx
Products, Inc." ("New Xxxxxxx").
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D. The Second Amended and Restated Credit Agreement, of even date
herewith, by and among New Xxxxxxx, Old
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Holdings, the Lenders parties thereto and Xxxxxx Financial, Inc.
("Xxxxxx"), as Agent, including all exhibits and schedules thereto.
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E. The Note Agreement of even date herewith by and among the Company and
the other signatories thereto, including all exhibits and schedules
thereto.
F. The Securities Purchase Agreement of even date herewith executed by
the Company in favor of the Purchasers (as defined therein), including
all exhibits and schedules thereto.
G. The Stockholders Agreement, of even date herewith, by and among
Xxxxxxx Products, Inc. and the stockholders named therein, including
all exhibits and schedules thereto.
H. The Advisor Subscription Agreement ("Advisor Subscription Agreement")
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dated as of August 16, 1995, between the Company and Safety Partners,
L.P. ("Safety Partners, L.P.").
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I. The 1995 Xxxxxxx Management Stock Option Plan of even date herewith
adopted by the Board of Directors of New Xxxxxxx, including all
exhibits thereto.
J. This Agreement and all exhibits and schedules hereto.
The documents referred to in A through J are hereinafter collectively
referred to as the "Operative Documents."
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The Company has afforded such Stockholder and such Stockholder's
advisors, if any, the opportunity to discuss an investment in the Stock and to
ask questions of representatives of the Company concerning the terms and
conditions of the offering of the Stock and the Operative Documents, and such
representatives have provided answers to all such questions concerning the
offering of the Stock and the Operative Documents. Such Stockholder has
consulted its own financial, tax, accounting and legal advisors, if any, as to
such Stockholder's investment
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in the Stock and the consequences thereof and risks associated therewith and the
Operative Documents. Such Stockholder and such Stockholder's advisors, if any,
has examined or has had the opportunity to examine before the date hereof the
Operative Documents and all information that the advisor or Stockholder deems to
be material to an understanding of the Company, the proposed business of the
Company, and the offering of the Stock. Such Stockholder also acknowledges that
there have been no general or public solicitations or advertisements or other
broadly disseminated disclosures (including, without limitation, any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
any seminar or meeting whose attendees have been invited by any general
solicitation or advertising) by or on behalf of the Company regarding an
investment in the Stock.
3. Stockholder Representations and Warranties
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(a) Each Stockholder represents to the Company and the other
Stockholders that such Stockholder is a sophisticated, experienced, professional
investor.
(b) Each Stockholder represents that such Stockholder has had an
opportunity to select and consult with such attorneys, business consultants and
any other person(s) the Stockholder wished to confer with since the time when
the proposed transaction and the Stockholder's participation was first discussed
with the Stockholder. Each Stockholder acknowledges that the Company has made
available to the Stockholder prior to the signing of this Agreement and sale of
any Stock hereunder, the opportunity to ask questions of any person authorized
to act on behalf of the Company concerning any aspect of the investment and to
obtain any additional information, to the extent the Company possesses such
information or can acquire it without unreasonable effort or expense, necessary
to verify the accuracy of the information.
(c) Each Stockholder agrees that the Stockholder will not transfer
any Stock if such transfer would result in a default by the Company under the
provisions of the Operative Documents.
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4. Risk Factors.
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Each Stockholder acknowledges to the Company and the other
Stockholders that the Stockholder knows and understands that the Company
borrowed a substantial portion of the funds used to effect the purchase of Old
Holdings. It is unlikely that dividends will be paid on the Common Stock.
There is no legal requirement or promise made by the Company to declare or pay
such dividends and such dividends may not in any event be paid if such payment
would violate any term of the Operative Documents. Certain of the Operative
Documents severely restrict the ability of the Company to make any dividend or
redemption payments in any case and such payment may be restricted by future
agreements or instruments binding on the Company. Such dividends and redemption
payments may be made only from funds available for such use as provided by
applicable law. Furthermore, each Stockholder acknowledges that only the Jordan
Stockholders are pledging their shares of the Company pursuant to the Jordan
Pledge Agreements, and that he has pledged, pursuant to a Jordan Pledge
Agreement of even date herewith, the Common Stock held by such Stockholder and
that the terms of such Jordan Pledge Agreement such Stockholder may
automatically surrender by foreclosure the Stockholder's Common Stock upon
acceleration of payment of amounts owed by the Company under the Credit
Agreement pursuant to the Jordan Pledge Agreement.
Each Stockholder acknowledges that the financial projections or
forecasts delivered to the Stockholder are only forecasts prepared by
management, which are subject to many assumptions and factors beyond the
Company's control, and that there are no assurances that the forecasts will be
realized.
Each Stockholder acknowledges to the Company and the other
Stockholders that the Stockholder knows and understands that an investment in
the Stock of the Company is a speculative investment which involves a high risk
of loss and that on and after the date hereof, there will be no public market
for the Stock and the Company does not contemplate that a public market will
develop.
5. Securities Law and Other Matters.
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(a) Each Stockholder represents and warrants to the Company and the
other Stockholders that the Stockholder used no "purchaser's representative" (as
that term is used in Regulation D as promulgated by the Securities and Exchange
Commission) in connection with this transaction. Each Stockholder represents
and warrants to the Company and the other Stockholders that neither The Jordan
Company ("Jordan") nor any of its employees or affiliates has acted as a
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representative of said Stockholder in the subject transaction. Each Stockholder
hereby releases Jordan, JZCC and each of their respective partners, principals,
directors, officers, employees, agents and representatives from and against any
claim in respect of each Stockholder's subscription for the Stock and any
related transaction hereunder or under the Operative Documents. Each
Stockholder represents that such Stockholder has substantial knowledge and
experience in financial, investment and business matters, and specifically in
the business of the Company, and has the requisite knowledge and experience to
evaluate the risks and merits of this investment. Each Stockholder represents
and warrants that the decision of such Stockholder to purchase the Stock
hereunder has been made by such Stockholder independent of any other Stockholder
and independent of any statements, disclosures or judgments as to the
properties, business, prospects or condition (financial or otherwise) of the
Company which may have been made or given by any Stockholder or other person.
Each Stockholder represents and warrants to the Company and the Stockholders
that the Stockholder can and will bear the economic risks of his investment in
the Company and acknowledges that the Stockholder is able to hold the Company's
unregistered Stock indefinitely and is able to sustain a complete loss if the
securities become worthless or are forfeited pursuant to the Jordan Pledge
Agreement executed by such Stockholder.
(b) Each Stockholder acknowledges to the Company and the other
Stockholders that the Stock being purchased hereunder has not been registered
under the Securities Act of 1933, as amended, (the "Securities Act") on the
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ground that the sales of Common Stock and Preferred Stock pursuant to this
Agreement are exempt under Section 4(2) of the Securities Act as not
constituting a distribution, and that the Company's reliance on such exemption
is predicated in part on each Stockholder's representation which the Stockholder
herewith makes that
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the Stock has been acquired solely by and for the account of such Stockholder
for investment purposes only, and is not being purchased for subdivision,
fractionalization, resale or distribution. Such Stockholder has no contract,
undertaking, agreement or arrangement with any other Stockholder to sell,
transfer or pledge to such other Stockholder or anyone else the Stock (or any
part thereof) which such Stockholder has purchased hereunder. Such Stockholder
has no present plans or intentions to enter into any such contract, undertaking,
agreement or arrangement. The Stock has not been registered or qualified for
resale under applicable securities laws, and may not be sold except pursuant to
such registration or qualification thereunder or an exemption therefrom. Such
Stockholder has adequate means of providing for the Stockholder's current needs
and possible contingencies and has a net worth equal to at least three times the
Stockholder's investment in the Stock. Each Stockholder further acknowledges to
the Company that the Stock being sold to the Stockholder must be held
indefinitely unless it is subsequently registered under the Securities Act or a
transfer is made pursuant to an exemption from such registration, for example,
pursuant to Rule 144. Each Stockholder further represents and warrants to the
Company and the other Stockholders that such Stockholder's financial condition
is such that the Stockholder is not under any present necessity or constraint,
and does not foresee in the future any necessity or constraint, to dispose of
these shares to satisfy any existing or contemplated debt or undertaking.
(c) In the event that in the future the Company engages in any
negotiation or transaction (including a merger or consolidation or other
reorganization by or of the Company) in which Regulation D promulgated by the
Securities and Exchange Commission may or will be available to the Company, each
of the Stockholders who is not then a professional investor agrees irrevocably
(and with the knowledge and intention that the other holders of the Company's
stock of all classes will rely thereon in making their respective present
investment decisions) that the Stockholder will, within 5 business days of
notice from the Company, which may be given in the sole discretion of the
Company, appoint a purchaser's representative or representatives who shall be
qualified and acceptable to the Company and any other person(s) who is (are)
involved in the proposed transaction
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so that the maximum benefits of Regulation D shall be available to the Company
and all of its Stockholders. Any Stockholder who does not perform this covenant
shall be liable to the Company and all of the Company's other stockholders for
any damage or loss that may or might be incurred thereby.
6. Registration Rights.
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The Stock has not been registered under Federal or state securities
laws and, in consequence thereof, all of the Stock must be held indefinitely
unless (a) subsequently registered under applicable Federal and state securities
laws or (b) exemptions from such registration are available at the time of a
proposed sale or transfer thereof. Subject to its obligations under the
Stockholders Agreement, the Company has no present intention to file a
registration statement under either Federal or state law.
7. Legend. All certificates representing shares of the Stockholder Stock
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shall be endorsed as follows:
"THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON
COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS AGREEMENT, DATED
AUGUST 16, 1995, AMONG THE COMPANY AND ITS STOCKHOLDERS AND THE
SUBSCRIPTION AGREEMENTS, DATED AUGUST 16, 1995, AMONG THE COMPANY AND
CERTAIN INVESTORS THEREIN. REFERENCE ALSO IS MADE TO THE RESTRICTIVE
PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE
COMPANY. A COPY OF THE ABOVE REFERENCED AGREEMENTS ARE ON FILE AT THE
OFFICE OF THE COMPANY C/O THE JORDAN COMPANY, 0 XXXX 00XX XXXXXX, XXX
XXXX, XXX XXXX 00000.
THE STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM
REGISTRATION, UNDER SAID ACT."
8. Miscellaneous Provisions and Definitions.
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(a) Subject to the conditions of transfer of Stock hereunder, this
Agreement shall be binding upon and shall inure to the benefit of each
individual Stockholder and the Stockholder's respective heirs, executors,
administrators, assigns and legal representatives and to the Company and its
respective successors and assigns, by way of merger, consolidation or operation
of law or otherwise. Once a Stockholder of the Company is no longer a
Stockholder of the Company, all rights and benefits previously enjoyed by such
party pursuant to the terms of this Agreement shall automatically terminate with
respect to such party.
(b) Prior to consummation of any transfer of shares of Stock held by
any Stockholder permitted under the Stockholders Agreement, except for transfers
pursuant to Rule 144 or a public offering, such party shall cause the transferee
to execute an agreement in which the transferee agrees to be bound by the terms
of this Agreement.
(c) The language used in this Agreement will be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any person.
(d) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT THAT NO
DOCTRINE OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF NEW
YORK, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF SET-OFF GIVEN OR ALLOWED BY THE
LAWS OF ANY OTHER STATE OR JURISDICTION, OR ARISING OUT OF THE ENACTMENT,
MODIFICATION OR REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF ANY
FOREIGN JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON. THE PARTIES HERETO
AGREE THAT ANY ACTION OR PROCEEDING TO ENFORCE OR ARISING OUT OF THIS AGREEMENT
MAY BE COMMENCED IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES
DISTRICT COURTS IN THE SOUTHERN DISTRICT OF NEW YORK. EACH OF THE PARTIES
HERETO CONSENT TO SUCH JURISDICTION, AGREE THAT VENUE WILL BE PROPER IN SUCH
COURTS AND WAIVE ANY OBJECTIONS BASED UPON FORUM NON CONVENIENS. THE CHOICE OF
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FORUM SET FORTH IN THIS SECTION 8 SHALL NOT BE DEEMED TO PRECLUDE THE
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ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION
UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER JURISDICTION.
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(e) THE PARTIES HERETO AGREE THAT ANY DISPUTE BETWEEN OR AMONG THE
PARTIES TO THIS AGREEMENT RELATING TO OR IN RESPECT OF THIS AGREEMENT, ITS
NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY COURSE OF CONDUCT OR
DEALING OR ACTIONS UNDER OR IN RESPECT OF THIS AGREEMENT, SHALL BE SUBMITTED TO,
AND RESOLVED EXCLUSIVELY PURSUANT TO ARBITRATION IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. SUCH
ARBITRATION SHALL TAKE PLACE IN NEW YORK, NEW YORK, AND SHALL BE SUBJECT TO THE
SUBSTANTIVE LAW OF THE STATE OF NEW YORK. DECISIONS PURSUANT TO SUCH ARBITRATION
SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES SUBJECT TO CONFIRMATION,
MODIFICATION OR CHALLENGE PURSUANT TO 9 U.S.C. (S)1 ET SEQ. UPON THE CONCLUSION
OF ARBITRATION, THE PARTIES TO THIS AGREEMENT MAY APPLY TO ANY COURT OF THE TYPE
DESCRIBED IN SECTION 8 TO ENFORCE THE DECISION PURSUANT TO SUCH ARBITRATION. IN
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CONNECTION WITH THE FOREGOING, THE PARTIES AFTER CONSULTATION WITH COUNSEL
HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS
RELATING TO THIS AGREEMENT AND THE AGREEMENTS AND TRANSACTIONS CONTEMPLATED
HEREBY.
(f) All personal pronouns used in this Agreement, whether masculine,
feminine or neuter gender, shall include all other genders if the context so
requires; the singular shall include the plural, and vice versa.
(g) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
(h) The words "sale", "sell", "transfer" and the like shall include
any disposition by way of transfer, with or without consideration, to any person
for any purpose and shall include, but shall not be limited in any way to,
redemption (of other than its preferred stock) by the issuer, private or public
sale or exchanges of securities or any other similar transaction involving
Stock.
(i) In case any one or more of the provisions or parts of a provision
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of
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this Agreement or any other jurisdiction, but this Agreement shall be reformed
and construed in any such jurisdiction as if such invalid or illegal or
unenforceable provision or part of a provision had never been contained herein
and such provision or part shall be reformed so that it would be valid, legal
and enforceable to the maximum extent permitted in such jurisdiction.
(j) This Agreement constitutes the entire agreement by and among the
parties with respect to the subject matter hereof and may not be modified
orally, but only by a writing subscribed by the party charged therewith.
(k) Each of the parties hereto agrees to execute all such further
instruments and documents and to take all such further action necessary to
effectuate the terms and purposes of this Agreement.
(l) Whenever notice is required to be given by any party hereunder,
such notice shall be deemed sufficient when delivered to the Company at its
address above (which is also the address of The Jordan Company) and to each of
the other Stockholders at his address below or to such other address as the
Stockholder shall have furnished.
(m) Each party shall be entitled to rely conclusively upon any notice
received, or the failure to receive any notice, from any other party with
respect to rights and obligations under this Agreement.
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IN WITNESS WHEREOF, each of the undersigned has signed this Agreement:
XXXXXXX ACQUISITION CORP.
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
Leucadia Investors, Inc.
By: /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: Vice President
Xxxx X. Xxxxxx, XX Revocable Trust
/s/ Xxxx X. Xxxxxx, XX
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Xxxx X. Xxxxxx, XX
Trustee
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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/s/ Xxxx X. Max
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Xxxx X. Max
/s/ Xxxx X. Xxxx, III
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Xxxx X. Xxxx III
Xxxx X. Xxxx, III Profit Sharing
Plan DTD 1/1/88
/s/ Xxxxx X. Xxxxxx, Xx.
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Xxxx X. Xxxx, III
Trustee
/s/ A. Xxxxxxx Xxxxxx, Xx.
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A. Xxxxxxx Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx. Profit
Sharing Plan and Trust
/s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
Trustee
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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EXHIBIT 1 TO JORDAN INVESTORS SUBSCRIPTION AGREEMENT
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CLASS A COMMON STOCK
% OF
# OF SHARES COST COMPANY/(1)/
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Leucadia Investors, Inc. 726,293.00 $ 726,293.00 8.4250%
Xxxx X. Xxxxxx, XX Revocable Trust 463,146.49 463,146.49 5.3725%
Xxxxx X. Xxxxxxxxx 463,146.49 463,146.49 5.3725%
Xxxxxxxx X. Xxxxxxx 396,982.70 396,982.70 4.6050%
Xxxx X. Xxxxxx 290,517.20 290,517.20 3.3700%
Xxxx X. Max 290,517.20 290,517.20 3.3700%
Xxxx X. Xxxx III 76,206.88 76,206.88 0.8840%
Xxxx X. Xxxx, III Profit 10,000.00 10,000.00 0.1160%
Sharing Plan DTD 1/1/88
A. Xxxxxxx Xxxxxx, Xx. 145,258.60 145,258.60 1.6850%
Xxxxx X. Xxxxxx Xx. Profit Sharing Plan & Trust 8,620.69 8,620.69 0.1000%
Xxxx X. Xxxxxxxx 34,482.75 34,482.75 0.4000%
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Total TJC Group 2,905,172.0000 $2,905,172.00 33.7%
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/(1)/ Percentage calculation assumes the issuance of 172,414 Option Shares and
3,448,276 Warrant Shares.
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EXHIBIT 2 TO JORDAN INVESTORS
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SUBSCRIPTION AGREEMENT
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JORDAN INVESTORS PLEDGE AGREEMENT
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