EXHIBIT 1
FORM OF VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of November __, 1999, by
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and among ENDO PHARMACEUTICALS HOLDINGS INC., a Delaware corporation ("Parent"),
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ENDO INC., a Delaware corporation and a newly-formed wholly-owned subsidiary of
Parent ("Sub"), and the stockholder party hereto (the "Stockholder").
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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
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Parent, Sub and ALGOS PHARMACEUTICAL CORPORATION, a Delaware corporation (the
"Company"), pursuant to which Company has agreed to merge with and into Sub,
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with Sub continuing as the surviving corporation (the "Merger"); and
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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:
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"Company Securities" shall mean the Company's common stock, par value
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$.01 per share.
"Stockholder Shares" shall mean (i) the Existing Securities (as
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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
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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
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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 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.
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3. Grant of Irrevocable Proxy; Appointment of Proxy.
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(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 Stock holder 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
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and covenants that:
(a) Restriction on Transfers. Except as may otherwise be agreed
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by Parent 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.
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(b) Restrictions on Proxies and Voting Arrangements. Except as
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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
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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.
(d) Waiver of Appraisal Rights. The Stockholder hereby waives
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any rights of appraisal or rights to dissent from the Merger that the
Stockholder may have.
(e) No Inconsistent Arrangements. The Stockholder shall not
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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.
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(a) The Stockholder hereby represents and warrants to Parent and
Sub as follows:
(i) Ownership of Securities. On the date hereof, the
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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"),
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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
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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 has
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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
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(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,
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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
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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
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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.
(iv) No Liens. Except as established hereby, the Existing
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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
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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 Take over Proposal; provided
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that nothing contained in this Section 5(a)(v) shall restrict any
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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.
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(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
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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,
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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.
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6. Best Efforts. Subject to the terms and conditions of this
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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
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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.
7. Termination. Other than Section 8 hereof (which shall survive
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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
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liability for such party's willful breach of this Agreement; and provided,
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further, that nothing herein shall limit, restrict, impair, amend or otherwise
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modify the rights, remedies, obligations or liabilities of any person under any
other contract or agreement, including, without limitation, the Merger
Agreement.
8. Miscellaneous.
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(a) Specific Performance. Each party hereto recognizes and
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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.
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(b) Severability. Any term or provision of this Agreement which
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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
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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
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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
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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.
(f) Entire Agreement. This Agreement constitutes the entire
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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.
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(g) Consent to Jurisdiction, Etc. Each party hereto hereby
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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
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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
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Attn.: Xxxxx X. Xxxxx
Fax No.: (000) 000-0000
with copies to:
Xxxxx & Company
000 Xxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, XX 00000
Attn.: Xxxxx X. Xxxxxxx, XX
Fax No.: (000) 000-0000
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
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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.
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(j) Assignment; Binding Agreement. Neither this Agreement nor any of
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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
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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
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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
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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 PHARMACEUTICAL HOLDINGS INC.
By:_____________________________
Name:
Title:
ENDO INC.
By:_____________________________
Name:
Title:
[STOCKHOLDER]
By:_____________________________
Name:
Title:
Schedule I
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List of Existing Securities
Stockholders' Holdings of Company Common Stock
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Registered Holder Number of Shares Held
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Xxxxx X. Xxxx 1,344,416
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Xxxxxxx Xxxxx (N.B. does not include 829,551
shares owned by the Kimmel Trusts
listed below)
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Trust Under the Will of Xxxx Xxxxxx 657,193
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Xxxx Xxxxxx Trust 171,530
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Xxxxxxx Xxxxxx Trust 155,000
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Xxxxx Xxxxx Family Trust 20,750
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Xxxxx X. Xxxxxx 370,200
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Xxxx X. Xxxx 224,100
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Hyatt Family Trust 221,332
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Xxxxx X. Xxxxxx (N.B. does not include 30,000
shares owned by the Hyatt Trusts listed
above)
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Xxxxx X. Xxxxxx Irrevocable Trust 24,900
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Xxxxx X. Xxxxxx 109,450
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Xxxxxx X. Xxxxxxx 8,300
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Xxxxxx Xxxxxxx 8,300
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Xxxxxxxx Xxxxxx 1,000
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Total 4,176,022
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Schedule II
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Notices
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Stockholder Party Notice To: With A Copy To:
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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
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Xxxxxxx Xxxxx as Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Trustee for the Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
Trust Under the Will 000 Xxxx Xxxxxx 245 Park Avenue
of Xxxx X. Xxxxxx Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxxx Xxxxx as Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Trustee for The Xxxx Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
Kimmel Trust 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
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Xxxxxxx Xxxxx as Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Trustee for the Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
Xxxxxxx Xxxxxx Trust 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
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Xxxxxxx Xxxxx as Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Trustee for the Bear Xxxxxxx & Co. Inc. Bear Xxxxxxx & Co. Inc.
Xxxxx Xxxxx Family 000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxxxx Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
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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
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Xxxxx X. Xxxxxx as Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
Trustee for the Hyatt Xxxxxx & Xxxxxxx Xxxxxx & Xxxxxxx
Family Trust 000 Xxxxx Xxxxxx, Xxxxx 0000 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
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Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
00 Xxxxxxxxxxxx Xxxx 00 Xxxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
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Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
35 East 62/nd/ 00 Xxxx 00/xx/
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
--------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx
35 East 62/nd/ 00 Xxxx 00/xx/
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
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Xxxx X. Xxxx Xxxx Xxxx Xxxx Xxxx
28 Inlet Terrace 00 Xxxxx Xxxxxxx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
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Xxxxx X. Xxxx Xxxxx Xxxx Xxxxx Xxxx
0 Xxxxx Xxxx 0 Xxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000 Xxxxxxxxxxxxx, XX 00000
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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
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2
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Xxxxx X. Xxxxxx, Xx. as Trustee Xxxxx X. Xxxxxx, Xx. Xxxxx X. Xxxxxx, Ph. D.
for the Xxxxx X. Xxxxxx USA Datanet 2 Bowling Green
Irrevocable Trust 000 Xxxxx Xxxxxxx Xx. Xxxxx Xxxx, XX 00000
Xxxxx 000
Xxxxxxxx, XX 00000
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Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx
2 Bowling Green 0 Xxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000 Colts Xxxx, XX 00000
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