EXHIBIT 1
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this "Agreement") is entered
into as of April 15, 2003 (the "Effective Date"), by and among
the persons and entities listed on Schedule I, attached hereto
(each a "Stockholder," and together the "Stockholders"), and, (i)
solely for purposes of Article I, Sections 2.1(b) and Article VI
below, Xxxxxxxx, Xxxxxxxx & Co., a Delaware corporation (the
"Company") and (ii) solely for the purposes of Article I, Article
II, and Article VI, Xxxxx X. Xxxxxxxx, as the initial proxy
holder for the Stockholders (the "Proxy Holder"). Certain
capitalized but undefined terms shall have the meaning set forth
for such terms in Article I below.
W I T N E S S E T H
WHEREAS, as of the date hereof, each Stockholder
"beneficially owns" (as such term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, but
without giving effect to this Agreement) and is entitled to
dispose of (or to direct the disposition of) and to vote (or to
direct the voting of) the number of shares of Common Stock set
forth opposite such Stockholder's name on Schedule I hereto;
WHEREAS, the Stockholders desire to enter into an
arrangement to vote the Subject Shares together on certain
matters brought before the stockholders of the Company; and
WHEREAS, the Stockholders desire to grant certain rights of
refusal to each other with respect to the sale or transfer of
shares of Common Stock held by the Stockholders.
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises, representations, warranties, covenants and
agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. For purposes of this Agreement, the
following terms shall have their respective meanings:
(a) "Agreement" shall have the meaning set forth for such term
in the introductory paragraph to this Agreement.
(b) "Affiliate" means, with respect to any specified Person, any
Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, the Person specified. For purposes of this
Agreement, with respect to each Stockholder, the term "Affiliate"
shall not include the Company and the Persons that directly, or
indirectly through one or more intermediaries, are controlled by
the Company. Notwithstanding the foregoing, in no event shall
any party be deemed to be an Affiliate of another party solely by
reason of the relationship created by this Agreement.
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(c) "Business Day" shall mean a day other than a Saturday,
Sunday or any other national banking holiday.
(d) "Closing" shall have the meaning set forth for such term in
Section 3.3 below.
(e) "Common Stock" shall mean the Common Stock of the Company,
par value $0.01 per share, including any shares of Common Stock
that the Stockholders acquire through the exercise of stock
options.
(f) "Company" shall have the meaning set forth for such term in
the introductory paragraph to this Agreement.
(g) "Corporate Governance Matter" means: (i) any amendment of
the Certificate of Incorporation of the Company, (ii) any
amendment of the Bylaws of the Company, (iii) any alteration or
change to the rights, preferences or privileges of the
outstanding capital stock of the Company, (iv) the creation of
any new class of securities of the Company or the increase in the
authorized number of any existing class of securities of the
Company, (v) any sale of the Company, (vi) any dissolution or
winding up of the Company, (vii) any reorganization or
recapitalization of the Company (including, without limitation,
any forward or reverse stock split and any stock split by way of
stock dividend), (viii) a merger or consolidation of the Company
with or into another entity (including, without limitation, any
subsidiary of the Company), (ix) any Transfer of all or
substantially all of the assets of the Company or (x) any
Transfer of a majority of the Company's capital stock, in a
single transaction or series of related transactions.
(h) "Xxxxxxxx Stockholder Group" means the Stockholders listed
on Schedule I, attached hereto, under the caption "Xxxxxxxx
Stockholders" and any assignee or transferee of any thereof.
(i) "Disposition Notice" shall have the meaning set forth for
such term in Section 3.2 below.
(j) "Effective Date" shall have the meaning set forth in the
introductory paragraph to this Agreement.
(k) "Exercise Notice" shall have the meaning set forth for such
term in Section 3.3 below.
(l) "Xxxxxx Stockholder Group" means the Stockholders listed on
Schedule I, attached hereto, under the caption "Xxxxxx
Stockholders" and any assignee or transferee of any thereof.
(m) "First Refusal Right" shall have the meaning set forth for
such term in Section 3.1 below.
(n) "Xxxxxx Stockholder Group" means the Stockholders listed on
Schedule I, attached hereto, under the caption "Xxxxxx
Stockholders" and any assignee or transferee of any thereof.
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(o) "Holding Period" shall mean the period commencing on the
date of this Agreement and terminating at 5:00 p.m. on the first
(1st) annual anniversary of this Agreement.
(p) "Xxxxxxxx Stockholder Group" means the Stockholders listed
on Schedule I, attached hereto, under the caption "Xxxxxxxx
Stockholders" and any assignee or transferee of any thereof.
(q) "Notice Date" shall have the meaning set forth for such term
in Section 3.3 below.
(r) "Person" means an individual, corporation, limited liability
company, partnership, association, trust, unincorporated
organization, other entity or group.
(s) "Pro Rata Portion," with respect to any Rights Stockholder,
shall mean the number of shares equal to the product of (x) the
aggregate number of Offered Shares and (y) the quotient obtained
by dividing the aggregate number of Subject Shares held by such
Rights Stockholder by the aggregate number of Subject Shares held
by all Rights Stockholders.
(t) "Proxy Holder" shall mean Xxxxx X. Xxxxxxxx, or if he is
unable to act, Xxxxx X. Xxxxxx, or if he is unable to act, Xxxxxx
Xxxxxxxx, or if he is unable to act, Xxxxx Xxxxxx.
(u) "Representative" means, with respect to any particular
Person, any director, officer, employee, accountant, consultant,
legal counsel, investment banker, advisor, agent or other
representatives of such Person.
(v) "Rights Stockholder" shall have the meaning set forth for
such term in Section 3.2 below.
(w) "Secretary" shall mean the corporate Secretary of the
Company.
(x) "Selling Stockholder" shall have the meaning set forth for
such term in Section 3.2 below.
(y) "Stockholder" and "Stockholders" shall have the meaning set
forth for such terms in the introductory paragraph to this
Agreement.
(z) "Stockholder Group" shall mean any of the Xxxxxxxx
Stockholder Group, the Xxxxxx Stockholder Group, the Xxxxxx
Stockholder Group and the Xxxxxxxx Stockholder Group.
(aa) "Stockholder Vote" shall mean any vote of the stockholders
of the Company, whether such vote occurs: (i) at an annual
meeting of the stockholders, (ii) at a special meeting of the
stockholders or (iii) by written consent of the stockholders.
(bb) "Subject Shares," with respect to each Stockholder, shall
mean the outstanding shares of Common Stock with respect to which
the Stockholder, now or at any time during the term of this
Agreement has voting power (e.g., owns or controls). Without
limiting the foregoing, "Subject Shares," with respect to any
Stockholder, shall include any shares of Common Stock or any
other voting securities of the Company received by such
Stockholder in exchange for Subject Shares or by way of a stock
dividend or distribution, stock split, recapitalization,
combination, exchange of shares or the like.
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(cc) "Offered Shares" shall have the meaning set forth for such
term in Section 3.2 below.
(dd) "Transfer" shall mean any sale, transfer (including, without
limitation, by lease or license), tender, pledge, encumbrance,
assignment or other conveyance of beneficial ownership; provided,
however, that a Transfer shall not include any sale, transfer,
tender, assignment or other disposition in connection with any
reorganization or recapitalization (including, without
limitation, any forward or reverse stock split and any stock
split by way of stock dividend) approved by the stockholders of
the Company.
(ee) "Voting Period" shall mean the date commencing with the date
of this Agreement and continuing until the date of termination of
this Agreement.
ARTICLE II
VOTING AGREEMENT AND IRREVOCABLE PROXY
SECTION 2.1 Agreement to Vote the Subject Shares.
(a) Each Stockholder, in its capacity as such, hereby agrees
that, during the Voting Period, in connection with each and every
Stockholder Vote, such Stockholder shall vote (or cause to be
voted) all of its Subject Shares in accordance with the direction
of a majority of the Stockholder Groups (as provided in Section
2.1(b) below); provided, however, that in the event that a
majority of the Stockholder Groups cannot agree upon the
direction that the Subject Shares are to be voted (i.e., there is
a tie vote of two (2) Stockholder Groups for a particular matter
and two (2) Stockholder Groups against such matter), then each
Stockholder shall vote (or cause to be voted) all of its Subject
Shares in accordance with the direction of the holders of a
majority of the Subject Shares (as provided in Section 2.1(b)
below). In addition, with respect to any Corporate Governance
Matter, no Stockholder shall be obligated to vote such
Stockholder's Subject Shares in any manner under this Agreement
unless the Stockholders unanimously agree to vote all Subject
Shares held by all Stockholders in a uniform manner with respect
to such Corporate Governance Matter, in which event each
Stockholder agrees to vote all of such Stockholder's Subject
Shares in accordance with the unanimous direction of the
Stockholders.
(b) For purposes of Section 2.1(a) above, with respect to any
matter as to which a Stockholder Vote is to be held, not less
than ten (10) Business Days prior to the date of such Stockholder
Vote (or in the case of a Stockholder Vote by written consent,
within ten (10) Business Days of first receiving notification as
to the subject matter of the written consent, but in any event
prior to the Stockholders in such Stockholder Group executing and
delivering such Stockholders' written consents), each Stockholder
Group shall deliver a notice to the Secretary containing the
following information: (i) the name of the Stockholder Group,
(ii) the number of Subject Shares held by Stockholders that are
members of the Stockholder Group and (iii) the manner in which
the Stockholders in the Stockholder Group intend to vote such
Stockholder's Subject Shares with respect to the subject matter
of the Stockholder Vote. Within five (5)
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Business Days of receiving such notifications from all of the Stockholder
Groups, the Secretary shall deliver a notice to each of the Stockholders
and the Proxy Holder advising the Stockholders and the Proxy
Holder as to how the majority of the Stockholder Groups (or, in
the event that a majority of the Stockholder Groups cannot agree
upon the direction that the Subject Shares are to be voted, how
each Stockholder intends to vote such Stockholder's Subject
Shares and the number of shares to be so voted by such
Stockholder), desire the Subject Shares to be voted with respect
to the subject matter of the Stockholder Vote; provided, however,
that if the subject matter of the Stockholder Vote is a Corporate
Governance Matter, the Secretary shall advise each of the
Stockholders and the Proxy Holder in such notice as to: (i)
whether there is a unanimous consensus among the Stockholders as
to such matter and, if so, (ii) the manner in which the
Stockholders desire the Subject Shares to be voted with respect
to the subject matter of the Stockholder Vote.
(c) Any such vote shall be cast, or consent shall be given, in
accordance with such procedures relating thereto so as to ensure
that it is duly counted for purposes of determining that a quorum
is present and for purposes of recording the results of such vote
or consent.
(d) Notwithstanding any other provision herein to the contrary,
in determining how each Stockholder Group intends to vote on any
particular matter, the Proxy Holder shall be entitled to rely
conclusively, without independent verification, on a notice
executed by the person named in Schedule I to this Agreement as
the first member of the Stockholder Group (e.g. Messrs. Graves,
Mitchell, Xxxxxxxx and Xxxxxx, or their respective successors or
personal representatives) and delivered by such Person to the
Proxy Holder, which notice shall instruct the Proxy Holder as to
how such Stockholder Group intends to vote on such matter.
Section 2.2 Grant of Irrevocable Proxy. Each Stockholder
hereby appoints the Proxy Holder as such Stockholder's proxy and
attorney-in-fact, with full power of substitution and
resubstitution, to vote or act by written consent during the
Voting Period with respect to the Subject Shares in accordance
with Section 2.1 above; provided, however, that notwithstanding
any other provision herein to the contrary: (i) the Proxy Holder
shall vote the Subject Shares only in accordance with the terms
of this Agreement and (ii) in the event of a Corporate Governance
Matter as to which a unanimous consensus of the Stockholders is
not obtained, the Proxy Holder shall not have been deemed to have
received a proxy with respect to the Subject Shares. This proxy
is given to secure the performance of the duties of each
Stockholder under this Agreement. Each Stockholder shall take
such further action or execute such other instruments as nay be
necessary to effectuate the intent of this proxy.
Section 2.3 Nature of Irrevocable Proxy. Subject to the
proviso in Section 2.2 above, the proxy and power of attorney
granted pursuant to Section 2.2 above by each Stockholder: (i)
shall be irrevocable during the term of this Agreement, (ii)
shall be deemed to be coupled with an interest sufficient in law
to support an irrevocable proxy and (iii) shall revoke any and
all prior proxies granted by such Stockholder. The power of
attorney granted by each Stockholder herein is a durable power of
attorney and shall survive the dissolution, bankruptcy, death or
incapacity of such Stockholder. Notwithstanding any other
provision in this Agreement to the contrary, the proxy and power
of attorney granted under this Agreement by the Stockholders
shall terminate
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and be of no further force or effect immediately
upon the termination of this Agreement in accordance with its
terms.
ARTICLE III
RIGHT OF FIRST REFUSAL
Section 3.1 Grant. Each Stockholder hereby grants to each
other Stockholder a right of first refusal (the "First Refusal
Right"), exercisable in connection with any proposed Transfer of
such Stockholder's Subject Shares.
Section 3.2 Notice of Intended Disposition. In the event that
a Stockholder (a "Selling Stockholder") desires to Transfer, in a
bona fide transaction, any or all of such Stockholder's Subject
Shares (the shares subject to such proposed Transfer are referred
to herein as the "Offered Shares"), the Selling Stockholder shall
promptly deliver to the other Stockholders (the "Rights
Stockholders") written notice (the "Disposition Notice") of the
proposed Transfer. The Disposition Notice shall describe the
terms and conditions of the proposed Transfer, including, without
limitation: (i) the number of Offered Shares, (ii) the proposed
per share purchase price for the Offered Shares, (iii) the
proposed closing date of such sale and (iv) the identity of the
proposed purchaser and the relationship between the proposed
purchaser and the Selling Stockholder, if any. Notwithstanding
any other provision herein to the contrary, except with respect
to those Transfers permitted by Section 3.5 below, no Transfers
of Subject Shares shall be made for any consideration other than
cash (i.e., no Transfers of Subject Shares shall be permitted in
consideration of the receipt of property, cancellation of
indebtedness or other non-monetary consideration).
Section 3.3 Exercise of Right. Each Rights Stockholder, for a
period of thirty (30) Business Days following the date that the
Disposition Notice is first delivered to the Rights Stockholder
(such delivery date, the "Notice Date"), shall have the right to
purchase such Rights Stockholder's Pro Rata Portion of the
Offered Shares on substantially the same terms and conditions set
forth in the Disposition Notice. Such right shall be exercisable
by each Rights Stockholder by delivering a written notice (the
"Exercise Notice") to the Selling Stockholder prior to 5:00 p.m.
on the date that is thirty (30) Business Days following the
Notice Date. The Exercise Notice shall include the number of
Offered Shares to be purchased by such Rights Stockholder and a
proposed settlement date with respect to the purchase and sale of
such Offered Shares (the "Closing"); provided, however, that the
Closing shall be on a Business Day not more than fifteen (15)
Business Days following the date the Exercise Notice was first
delivered to the Selling Stockholder at issue, unless otherwise
agreed in writing between the Selling Stockholder and the Rights
Stockholder at issue. At the Closing: (i) the Rights Stockholder
shall tender payment to the Selling Stockholder with respect to
the Offered Shares to be purchased by the Rights Stockholder by
cash, check, wire transfer or other means reasonably acceptable
to the Selling Stockholder and (ii) the Selling Stockholder shall
deliver certificates with respect to the Offered Shares to be
purchased by the Rights Stockholder, together with duly executed
assignments separate from certificates with respect to such
Offered Shares, in form and substance reasonably satisfactory to
the Rights Stockholder.
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Section 3.4 Non-Exercise of Right.
(a) In the event that the Rights Stockholders do not provide
Exercise Notice(s) to the Selling Stockholder with respect to all
of the Offered Shares by 5:00 p.m. on the date that is thirty
(30) Business Days following the Notice Date, the Selling
Stockholder, within two (2) Business Days thereafter, shall so
notify each of the Rights Stockholders that delivered Exercise
Notices to the Selling Stockholder and each such Rights
Stockholders shall have three (3) Business Days from the date
that such Rights Stockholders received such notification to
deliver an Exercise Notice with respect to the purchase of its
respective Pro Rata Portion of the unsold Offered Shares (or such
other portion as is agreed to among such Rights Stockholders).
Any Exercise Notice and Closing with respect to such Offered
Shares shall be conducted in accordance with Section 3.3 above.
(b) In the event that the Rights Stockholders do not
provide Exercise Notice(s) to the Selling Stockholder with respect to
their respective Pro Rata Portion of the unsold Offered Shares by
5:00 p.m. on the date that is thirty-five (35) Business Days
following the Notice Date, the Selling Stockholder, within two
(2) Business Days thereafter, shall so notify the Company and the
Company shall have three (3) Business Days from the date that the
Company received such notification to deliver an Exercise Notice
with respect to the purchase of the unsold Offered Shares. Any
Exercise Notice and Closing with respect to such Offered Shares
shall be conducted in accordance with Section 3.3 above (with the
term "Company" being substituted for the term "Rights
Stockholder" in the last sentence of such section).
(c) In the event that the Rights Stockholders and the Company
do not provide Exercise Notice(s) to the Selling Stockholder by 5:00
p.m. on the date that is forty (40) Business Days following the
Notice Date with respect to the purchase of all of the Offered
Shares, the Selling Stockholder shall have until 5:00 p.m. on the
date that is sixty-five (65) Business Days following the Notice
Date in which to Transfer the Offered Shares not purchased by the
Rights Stockholders upon terms and conditions (including the
purchase price) no more favorable to the third-party purchaser
than those specified in the Disposition Notice; provided,
however, that any proposed Transfer of Subject Shares by the
Selling Stockholder: (i) on terms more favorable to the third-
party purchaser than the terms described in the Disposition
Notice or (ii) following 5:00 p.m. on the day that is sixty-five
(65) Business Days following the Notice Date shall be subject to
the First Refusal Right. Notwithstanding any other provision
herein to the contrary: (i) no transfer of Subject Shares may be
made except in accordance with the terms of this Agreement and
(ii) any Transfer of Offered Shares made in accordance with the
terms of this Agreement shall be made free and clear of any
encumbrance or other restriction of this Agreement.
Section 3.5 Exempt Transfers. Notwithstanding the foregoing,
the First Refusal Right set forth in this Article III shall not
apply: (i) to a gratuitous transfer of the Subject Shares made to
the Stockholder's spouse or issue, including adopted children, or
to a trust for the exclusive benefit of the Stockholder or the
Stockholder's spouse or issue or (ii) to a transfer of title to
the Subject Shares effected pursuant to the Stockholder's will or
the laws of intestate succession; provided, however, that in each
case the transferee shall furnish the Company and the
Stockholders with a written agreement to be bound by and comply
with all provisions of this Agreement. Such transferred Subject
Shares shall remain "Subject Shares" hereunder, and such
transferee shall be treated as a "Stockholder" for the purposes
of this Agreement.
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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH STOCKHOLDER
Each Stockholder hereby represents and warrants as follows:
Section 4.1 Authority. The Stockholder has all necessary
power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.
Section 4.2 Ownership of Subject Shares. Schedule I sets
forth, opposite the Stockholder's name, all of the shares of
Common Stock over which the Stockholder has record and beneficial
ownership as of the date of this Agreement. As of the date of
this Agreement, the Stockholder is the lawful owner of the shares
of Common Stock denoted as being owned by such Stockholder on
Schedule I and has the sole power to vote (or cause to be voted)
such shares of Common Stock. Except as set forth on such
Schedule I, neither the Stockholder nor any Affiliate of the
Stockholder owns or holds any right to acquire any additional
shares of any class of capital stock of the Company or other
securities of the Company or any interest therein or any voting
rights with respect to any securities of the Company. The
Stockholder has good and valid title to the Common Stock denoted
as being owned by the Stockholder on Schedule I, free and clear
of any and all pledges, mortgages, liens, charges, proxies,
voting agreements, encumbrances, adverse claims, options,
security interests and demands of any nature or kind whatsoever,
other than those created by this Agreement or as could not
reasonably be expected to impair the Stockholder's ability to
perform its obligations under this Agreement.
Section 4.3 No Conflicts. (i) No filing with any governmental
authority, and no authorization, consent or approval of any other
Person is necessary for the execution and delivery of this
Agreement by the Stockholder, the performance by the Stockholder
of its obligations under this Agreement or the consummation of
the transactions contemplated by this Agreement and (ii) none of
the execution and delivery of this Agreement by the Stockholder,
the performance by the Stockholder of its obligations under this
Agreement or the consummation of the transactions contemplated by
this Agreement shall (A) result in, or give rise to, a violation
or breach of or a default under any of the terms of any material
contract, understanding, agreement or other instrument or
obligation to which the Stockholder is a party or by which the
Stockholder or any of its Subject Shares or assets may be bound,
or (B) violate any applicable order, writ, injunction, decree,
judgment, statute, rule or regulation, except for any of the
foregoing as could not reasonably be expected to impair the
Stockholder's ability to perform its obligations under this
Agreement.
Section 4.4 No Conflicting Obligations. The Stockholder
agrees not to enter into any agreement, commitment or obligation
of any kind with any third Person the effect of which would be
inconsistent with or would otherwise violate any of the
provisions contained in this Agreement.
Section 4.5 Company Notification of Agreement. The
Stockholder agrees, for the benefit of the Company and all of the
stockholders of the Company: (i) to promptly deliver a copy of
this Agreement to the Secretary and (ii) promptly following any
amendment(s) to this Agreement, to deliver to the Secretary a
copy of such amendment(s).
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Section 4.6 Restrictions on Sale or Transfer. The Stockholder
agrees that, during the Holding Period, the Stockholder shall not
effect any Transfer or enter into any contract, option or other
agreement with respect to, or consent to, any Transfer of, any or
all of the Stockholder's Subject Shares; provided, however: (i)
that the Stockholder may Transfer any of the Stockholder's
Subject Shares to the other Stockholders and (ii) following the
expiration of the Holding Period, the Stockholder may Transfer
any or all of the Stockholder's Subject Shares, subject to the
Right of First Refusal set forth in Section 3.1 above.
ARTICLE V
TERMINATION
SECTION 5.1 Termination. This Agreement shall terminate and
be of no further force or effect upon the earliest to occur of:
(i) the mutual consent of the Stockholders, (ii) a Stockholder
disposing of all of its Subject Shares in accordance with the
terms of this Agreement or (iii) the date that is two (2) years
following the Effective Date of this Agreement; provided,
however, that termination of this Agreement shall not prevent any
party hereunder from seeking any remedies (at law or in equity)
against any other party hereto for such party's breach of any of
the terms of this Agreement. Notwithstanding the foregoing,
Sections 6.2 through 6.15 below shall survive the termination of
this Agreement.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Publication. Each Stockholder hereby acknowledges
and agrees that the Company may publish and disclose in all
documents and schedules filed with the U.S. Securities and
Exchange Commission such Stockholder's identity and ownership of
shares of Common Stock and the nature of such Stockholder's
commitments, arrangements and understandings pursuant to this
Agreement; provided, however, that such publication and
disclosure is subject to the reasonable prior review by such
Stockholder.
Section 6.2 Filing of Schedule 13D. Each Stockholder hereby
acknowledges and agrees that a Schedule 13D must be filed within
ten (10) days after the Effective Date and that Xxxxx X. Xxxxxxxx
is hereby appointed to execute such Schedule 13D, and any
subsequent amendments thereto during the term of this Agreement,
on behalf of the Stockholders as a group.
Section 6.3 Legend. To the extent that any of the Subject
Shares are evidenced by stock certificates, during the term of
this Agreement, all such stock certificates shall be endorsed
with the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT
(A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE
FROM THE SECRETARY OF THE CORPORATION), WHICH
AGREEMENT CONTAINS CERTAIN RESTRICTIONS ON
TRANSFER AND CERTAIN VOTING AGREEMENTS WITH
RESPECT TO THE SHARES."
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In connection with the execution and delivery of this Agreement,
each of the Stockholders shall deliver all such stock
certificates to the Secretary, who shall place such legend on the
stock certificates and return such stock certificates to the
respective Stockholders.
Section 6.4 Further Actions. Each of the parties hereto shall
execute and deliver all additional documents and instruments and
shall do any and all acts and things reasonably requested in
connection with the performance of the obligations undertaken in
this Agreement and/or otherwise to effectuate in good faith the
intent of the parties as evidenced hereby.
Section 6.5 Fees and Expenses. Except as provided below, each
of the parties shall be responsible for its respective own fees
and expenses (including, without limitation, the fees and
expenses of financial consultants, accountants and counsel) in
connection with the entering into of this Agreement and the
consummation of the transactions contemplated hereby.
Section 6.6 Amendments, Waivers, etc. This Agreement may not
be amended, changed, supplemented, waived or otherwise modified,
except upon the execution and delivery of a written agreement
executed by each of the parties hereto. The failure of any party
hereto to exercise any right, power or remedy provided under this
Agreement or otherwise 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.
Section 6.7 Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any of the
provisions of this Agreement were not to be performed in
accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition
to any other remedies at law or in equity.
Section 6.8 Notices. Any notices or other communications
required or permitted under, or otherwise in connection with this
Agreement shall be in writing, and shall be deemed to have been
duly given when delivered in person or upon confirmation of
receipt when transmitted by facsimile transmission (with
confirmation) or on receipt after dispatch by registered or
certified mail, postage prepaid, addressed, or on the next
Business Day if transmitted by national overnight courier, in
each case as follows:
(a) In the case of a notice or other communication to be
delivered to a Stockholder, the address set forth opposite such
Stockholders name on Schedule I, attached hereto (or such other
address as the Stockholder shall have delivered to the
Secretary); and
(b) If to the Company:
Xxxxxxxx, Xxxxxxxx & Co.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
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Xxxxx X. Xxxxxx
Xxxxxxxxx Xxxxxxxx LLP
000 Xxxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Section 6.9 Headings. The headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
Section 6.10 Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being
enforced, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the extent possible.
Section 6.11 Entire Agreement. This Agreement constitutes the
entire agreement of the parties and supersedes all prior
agreements and undertakings, both written and oral, between the
parties, or any of them, with respect to the subject matter
hereof.
Section 6.12 Assignment. Subject to the proviso in Section 3.5
above, this Agreement shall not be assigned by operation of law
or otherwise without the prior written consent of each of the
parties.
Section 6.13 Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto
and their respective successors and assigns, and nothing in this
Agreement, express or implied, is intended to or shall confer
upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
Section 6.14 Governing Law; Consent to Jurisdiction; Waiver of
Trial by Jury.
(a) This Agreement and the transactions contemplated hereby, and
all disputes between the parties under or related to the
Agreement or the facts and circumstances leading to its
execution, whether in contract, tort or otherwise, shall be
governed by and construed in accordance with the laws of the
State of Delaware, without regard to the application of Delaware
principles of conflicts of laws.
(b) Each of the parties hereto irrevocably and unconditionally
submits, for itself and its property, to the exclusive
jurisdiction of any Delaware State court, or Federal court of the
United States of America, sitting in Delaware, and any appellate
court from any thereof, in any action or proceeding arising out
of or relating to this Agreement or the agreements delivered in
connection herewith or the transactions contemplated hereby or
thereby or for recognition or enforcement of any judgment
relating thereto, and each of the parties hereby irrevocably and
unconditionally (i) agrees not to commence any such action or
proceeding except in such courts, (ii) agrees that any claim in
respect of any such action or proceeding may be heard and
determined in such Delaware State court or, to the extent
permitted by law, in such Federal court,
-11-
(iii) waives, to the fullest extent it may legally and effectively do
so, any objection which it may now have or hereafter have to the laying
of venue of any such action or proceeding in any such Delaware
State or Federal court, and (iv) waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such Delaware
State or Federal court. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law. Each party
to this Agreement irrevocably consents to service of process in
the manner provided for notices in Section 6.7 above. Nothing in
this Agreement shall affect the right of any party to this
Agreement to serve process in any other manner permitted by law.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE
AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
EITHER OF SUCH WAIVERS, (II) IT IS UNDERSTOOD AND HAS CONSIDERED
THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS
VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 6.13.
Section 6.15 Power of Attorney by Certain Stockholders. As a
condition precedent to this Agreement, (i) Xxxxxx Xxxxxxxx, the
spouse of Xxxxx X. Xxxxxxxx, shall execute and deliver a Consent
of Spouse in the form of Exhibit A-1, attached hereto, with
respect to any rights that Xxx. Xxxxxxxx has in the Subject
Shares held by Xxxxx X. Xxxxxxxx or the Xxxxx X. Xxxxxxxx &
Xxxxxx X. Xxxxxxxx TR UA SEP 18 91 Xxxxxxxx Revocable Trust,
(ii) Xxxx Xxxxxx, the spouse of Xxxxx X. Xxxxxx, shall execute
and deliver a Consent of Spouse in the Form of Exhibit A-2,
attached hereto, with respect to any rights that Xxx. Xxxxxx has
in the Subject Shares held by Xxxxx X. Xxxxxx, (iii) Xxxxxx
Xxxxxxxx, the spouse of Xxxxxx Xxxxxxxx, shall execute and
deliver a Consent of Spouse in the form of Exhibit A-3, attached
hereto, with respect to any rights that Xxx. Xxxxxxxx has in the
Subject Shares held by Xxxxxx Xxxxxxxx and (iv) Xxxxx Xxxxxx, the
spouse of Xxxxx Xxxxxx, shall execute and deliver a Consent of
Spouse in the Form of Exhibit A-4, attached hereto, with respect
to any rights that Xxx. Xxxxxx has in the Subject Shares held by
Xxxxx Xxxxxx. In addition, each of the partners, members or
trustees of entities set forth on Schedule I other than the
signatory hereto on behalf of such entity (the "Signatory") shall
execute and deliver a Consent in the form of Exhibit A-5. In
executing such Consents of Spouses, each of Xxx. Xxxxxxxx, Xxx.
Xxxxxx, Xxx. Xxxxxxxx and Xxx. Xxxxxx, respectively, hereby
appoints her respective Stockholder spouse as her true and lawful
attorney-in-fact, for her and in her name, place and xxxxx, and
for her use and benefit, to agree to any amendment or
-12-
modification of this Agreement and to execute such further
instruments and take such further actions as may reasonably be
necessary to carry out the intent of this Agreement. Each of
Xxx. Xxxxxxxx, Xxx. Xxxxxx, Xxx. Xxxxxxxx and Xxx. Xxxxxx further
gives and grants unto her respective Stockholder spouse as her
attorney-in-fact full power and authority to do and perform every
act necessary and proper to be done in the exercise of any of the
foregoing powers as fully as she might or could do if personally
present, with full power of substitution and revocation, hereby
ratifying and confirming all that such Stockholder shall lawfully
do and cause to be done by virtue of this power of attorney. In
executing such Consents, each individual partner or member of an
entity set forth on Schedule I, respectively, hereby appoints his
or her respective Signatory as his or her true and lawful
attorney-in-fact, for him or her and in his or her name, place
and xxxxx, and for his or her use and benefit, to agree to any
amendment or modification of this Agreement and to execute such
further instruments and take such further actions as may
reasonably be necessary to carry out the intent of this
Agreement. Each individual partner or member of an entity set
forth on Schedule I further gives and grants unto his or her
respective Signatory as attorney-in-fact full power and authority
to do and perform every act necessary and proper to be done in
the exercise of any of the foregoing powers as fully as he or she
might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all
that such Stockholder shall lawfully do and cause to be done by
virtue of this power of attorney.
Section 6.16 Counterparts. This Agreement may be executed in
counterparts, each of which when executed shall be deemed to be
an original but all of which taken together shall constitute one
and the same agreement.
[SIGNATURE PAGE FOLLOWS]
-13-
IN WITNESS WHEREOF, the parties caused this Stockholders
Agreement to be duly executed as of the date first above written.
THE COMPANY
Xxxxxxxx, Xxxxxxxx & Co.,
a Delaware corporation
By:/s/Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Corporate Secretary
STOCKHOLDERS
/s/Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx, an
individual residing in Texas
XXXXX XXXXXX & ASSOCIATES LP,
a Texas limited partnership
By: Xxxxx Xxxxxx &
Associates I, LLC, a
Texas limited liability
company
Its: General Partner
By:/s/Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Member
J&J PRAIRIE OAKS RANCH 1, LP, a
Texas limited partnership
By: J&J Prairie Oaks
Ranch, LLC, a Texas
limited liability
company
Its: General Partner
By: /s/Xxxxx X. Xxxxxx
------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Member
[SIGNATURE PAGE TO STOCKHOLDER AGREEMENT]
PRAIRIE ACORN VENTURES, GP, a
Tennessee general partnership
By:/s/Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Manager
/s/Xxxx Xxxxxx
-----------------------------------
Xxxx Xxxxxx, an
individual residing in Texas
/s/Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx, an
individual residing in
California
/s/Xxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxx, an
individual residing in
California
XXXXX X. XXXXXXXX & XXXXXX X.
XXXXXXXX TR UA SEP 18 91
XXXXXXXX REVOCABLE TRUST
/s/Xxxxx X. Xxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxx, Trustee
/s/Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx, an
individual residing in
Massachusetts
/s/Xxxxxx Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx, an
individual residing in
Massachusetts
[SIGNATURE PAGE TO STOCKHOLDER AGREEMENT]
/s/Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx, an
individual residing in
Massachusetts
/s/Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx, an
individual residing in
Massachusetts
PROXY HOLDER
/S/Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
[SIGNATURE PAGE TO STOCKHOLDER AGREEMENT]
SCHEDULE I
STOCKHOLDERS
Name and Address of Stockholder Number of Shares
------------------------------- -----------------
XXXXXX STOCKHOLDERS
Xxxxx X. Xxxxxx 440,999
c/o Xxxxx Xxxxxx & Associates
0000 XxXxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Xxxxx Xxxxxx & Associates LP 100,000
c/o Xxxxx X. Xxxxxx
Xxxxx Xxxxxx & Associates
0000 XxXxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
J&J Prairie Oaks Ranch 1, LP 200,000
c/o Xxxxx X. Xxxxxx
Xxxxx Xxxxxx & Associates
0000 XxXxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Prairie Acorn Ventures, GP
c/o Xxxxx X. Xxxxxx
Xxxxx Xxxxxx & Associates
0000 XxXxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
SA-1
Xxxx Xxxxxx
c/o Xxxxx X. Xxxxxx 40,000
Xxxxx Xxxxxx & Associates
0000 XxXxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
XXXXXXXX STOCKHOLDERS 5,942
Xxxxx X. Xxxxxxxx
Xxxxxxxx, Xxxxxxxx & Co.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Xxxxxx X. Xxxxxxxx 1,325
c/o Xxxxx X. Xxxxxxxx
Xxxxxxxx, Xxxxxxxx & Co.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Xxxxx X. Xxxxxxxx & Xxxxxx X. 197,627
Xxxxxxxx XX UA SEP 18 91
Xxxxxxxx Revocable Trust
c/o Xxxxx X. Xxxxxxxx, Trustee
Xxxxxxxx, Xxxxxxxx & Co.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
XXXXXXXX STOCKHOLDERS 553,125
Xxxxxx Xxxxxxxx
00 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
Xxxxxx Xxxxxxxx 2,500
c/o Xxxxxx Xxxxxxxx
00 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
XX-0
XXXXXX XXXXXXXXXXXX
Xxxxx Xxxxxx
0 Xxxxxxx Xxxx 15,000
Xxxxxxxxxx, XX 00000
XX-0
XXXXXXX X-0
CONSENT OF SPOUSE
I, Xxxxxx X. Xxxxxxxx, the spouse of Xxxxx X. Xxxxxxxx, one
of the Stockholders referred to as a "Stockholder" in the
foregoing Stockholders Agreement (the "Agreement") dated as of
April 15, 2003 by and among Xxxxxxxx, Xxxxxxxx & Co., a Delaware
corporation and certain other parties named therein, acknowledge
that I have read the Agreement, including, without limitation,
Section 6.14 thereof. In accordance with Section 6.14 of the
Agreement, with respect to any Subject Shares (as defined in the
Agreement) that are owned by my spouse, I hereby appoint my
spouse as my attorney-in-fact with respect to the exercise of any
rights under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in
the Agreement or any such shares of the Company under the
community property laws of the state of our residence or similar
laws relating to marital property in effect in the state of our
residence as of the date of the signing of the Agreement or
thereafter.
Effective: April 15, 2003
Signature: /s/Xxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxx X. Xxxxxxxx
EXHIBIT A-2
CONSENT OF SPOUSE
I, Xxxx X. Xxxxxx, the spouse of Xxxxx X. Xxxxxx, one of the
Stockholders referred to as a "Stockholder" in the foregoing
Stockholders Agreement (the "Agreement") dated as of April 15,
2003 by and among Xxxxxxxx, Xxxxxxxx & Co., a Delaware
corporation and certain other parties named therein, acknowledge
that I have read the Agreement, including, without limitation,
Section 6.14 thereof. In accordance with Section 6.14 of the
Agreement, with respect to any Subject Shares (as defined in the
Agreement) that are owned by my spouse, I hereby appoint my
spouse as my attorney-in-fact with respect to the exercise of any
rights under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in
the Agreement or any such shares of the Company under the
community property laws of the state of our residence or similar
laws relating to marital property in effect in the state of our
residence as of the date of the signing of the Agreement or
thereafter.
Effective: April 15, 2003
Signature:/s/Xxxx X. Xxxxxx
-------------------------
Name: Xxxx X. Xxxxxx
EXHIBIT A-3
CONSENT OF SPOUSE
I, Xxxxxx Xxxxxxxx, the spouse of Xxxxxx Xxxxxxxx, one of
the Stockholders referred to as a "Stockholder" in the foregoing
Stockholders Agreement (the "Agreement") dated as of April 15,
2003 by and among Xxxxxxxx, Xxxxxxxx & Co., a Delaware
corporation and certain other parties named therein, acknowledge
that I have read the Agreement, including, without limitation,
Section 6.14 thereof. In accordance with Section 6.14 of the
Agreement, with respect to any Subject Shares (as defined in the
Agreement) that are owned by my spouse, I hereby appoint my
spouse as my attorney-in-fact with respect to the exercise of any
rights under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in
the Agreement or any such shares of the Company under the
community property laws of the state of our residence or similar
laws relating to marital property in effect in the state of our
residence as of the date of the signing of the Agreement or
thereafter.
Effective: April 15, 2003
Signature:/s/Xxxxxx Xxxxxxxx
-----------------------
Name: Xxxxxx Xxxxxxxx
EXHIBIT A-4
CONSENT OF SPOUSE
I, Xxxxx Xxxxxx, the spouse of Xxxxx Xxxxxx, one of the
Stockholders referred to as a "Stockholder" in the foregoing
Stockholders Agreement (the "Agreement") dated as of April 15,
2003 by and among Xxxxxxxx, Xxxxxxxx & Co., a Delaware
corporation and certain other parties named therein, acknowledge
that I have read the Agreement, including, without limitation,
Section 6.14 thereof. In accordance with Section 6.14 of the
Agreement, with respect to any Subject Shares (as defined in the
Agreement) that are owned by my spouse, I hereby appoint my
spouse as my attorney-in-fact with respect to the exercise of any
rights under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in
the Agreement or any such shares of the Company under the
community property laws of the state of our residence or similar
laws relating to marital property in effect in the state of our
residence as of the date of the signing of the Agreement or
thereafter.
Effective: April 15, 2003
Signature:/s/Xxxxx Xxxxxx
----------------------
Name: Xxxxx Xxxxxx
EXHIBIT A-5
CONSENT
The undersigned, a partner, member or trustee of one of the
Stockholders referred to as a "Stockholder" in the foregoing
Stockholders Agreement (the "Agreement") dated as of April 15,
2003 by and among Xxxxxxxx, Xxxxxxxx & Co., a Delaware
corporation and certain other parties named therein, acknowledge
that I have read the Agreement, including, without limitation,
Section 6.14 thereof. In accordance with Section 6.14 of the
Agreement, with respect to any Subject Shares (as defined in the
Agreement) that are owned by such Stockholder, I hereby appoint
the Signatory (as defined in the Agreement) as my attorney-in-
fact with respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in the Agreement or
any such shares of the Company under the laws of the state of my
residence or the jurisdiction of organization of such Stockholder
in effect as of the date of the signing of the Agreement or
thereafter.
Effective: April 15, 2003
Signature:/s/Xxxxxx X. Xxxxxxxx, Trustee
------------------------------
Name:Xxxxxx X. Xxxxxxxx, Trustee
EXHIBIT A-5
CONSENT
The undersigned, a partner, member or trustee of one of the
Stockholders referred to as a "Stockholder" in the foregoing
Stockholders Agreement (the "Agreement") dated as of April 15,
2003 by and among Xxxxxxxx, Xxxxxxxx & Co., a Delaware
corporation and certain other parties named therein, acknowledge
that I have read the Agreement, including, without limitation,
Section 6.14 thereof. In accordance with Section 6.14 of the
Agreement, with respect to any Subject Shares (as defined in the
Agreement) that are owned by such Stockholder, I hereby appoint
the Signatory (as defined in the Agreement) as my attorney-in-
fact with respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in the Agreement or
any such shares of the Company under the laws of the state of my
residence or the jurisdiction of organization of such Stockholder
in effect as of the date of the signing of the Agreement or
thereafter.
Effective: April 15, 2003
Signature:/s/Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
EXHIBIT A-5
CONSENT
The undersigned, a partner, member or trustee of one of the
Stockholders referred to as a "Stockholder" in the foregoing
Stockholders Agreement (the "Agreement") dated as of April 15,
2003 by and among Xxxxxxxx, Xxxxxxxx & Co., a Delaware
corporation and certain other parties named therein, acknowledge
that I have read the Agreement, including, without limitation,
Section 6.14 thereof. In accordance with Section 6.14 of the
Agreement, with respect to any Subject Shares (as defined in the
Agreement) that are owned by such Stockholder, I hereby appoint
the Signatory (as defined in the Agreement) as my attorney-in-
fact with respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in the Agreement or
any such shares of the Company under the laws of the state of my
residence or the jurisdiction of organization of such Stockholder
in effect as of the date of the signing of the Agreement or
thereafter.
Effective: April 15, 2003
Signature:/s/Xxxxxx Xxxxx
------------------------------
Name:Xxxxxx Xxxxx
