Exhibit 2.19
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement"), dated March 31, 1999 (the
"Effective Date"), is by and among CenterPoint Advisors, Inc., a Delaware
corporation ("CenterPoint"), and the individuals and entities listed on the
signature pages hereof each such individual a "Seller" and collectively, the
"Sellers").
PREAMBLE
A. Concurrently herewith, CenterPoint, Xxxxxxxxx Xxxxxx and Van Trigt
LLP, a California limited liability partnership ("HCVT"), the partners of HCVT
which are corporations (the "Corporate Partners"), the stockholders of such
Corporate Partners (the "Stockholders"), the limited liability company (the
"LLC"), the partner of HCVT who is an individual ("Pass" and, collectively with
the Corporate Partners, the "Partners"), the member of the LLC (the "Member"),
seven wholly-owned transitory merger subsidiaries of CenterPoint (each a
"Mergersub" and collectively, the "Mergersubs") and Pass Mergersub LLC, a
limited liability company and wholly-owned subsidiary of CenterPoint ("Pass
Mergersub") are entering into a Merger Agreement (as amended from time to time,
the "Merger Agreement"; capitalized terms used but not otherwise defined herein
have the meanings assigned in the Merger Agreement) pursuant to which each
Mergersub will be merged with and into the corresponding Corporate Partner of
the Company, with such Corporate Partner continuing as the surviving corporation
and as a direct wholly-owned subsidiary of CenterPoint, and Pass will transfer
her HCVT Interests to the LLC which will be merged with and into Pass Mergersub
with Pass Mergersub being the surviving limited liability company and a direct
wholly-owned subsidiary of CenterPoint (collectively, the "Merger").
B. Pursuant to the Merger Agreement, HCVT will complete the Asset
Transfer to a newly formed Delaware limited liability company ("Newco" or the
"Company"), the Partners will dissolve HCVT and, in exchange for each of their
HCVT Interests, will receive allocated interests in the Company (the "Company
Interests").
C. Each Corporate Partner owns all of the issued and outstanding shares
of capital stock of his Corporate Partner (the "Shares" or "Corporate Partner
Stock") as set forth opposite such Stockholder's name and signature on the
signature page hereof. Such Stockholder's Corporate Partner is the Beneficial
Owner of the percentage of the issued and outstanding HCVT Interests set forth
opposite such Stockholder's name and signature on the signature page hereof. The
Member owns all of the limited liability company interests of the LLC (the "LLC
Interests") as set forth opposite her name. Pass owns the percentage of HCVT
Interests set forth opposite her name and signature on the signature pages
hereof.
D. As an inducement and a condition to entering into the Merger
Agreement, CenterPoint has required that the Sellers agree, and the Sellers have
agreed, to enter into this Agreement.
STATEMENT OF AGREEMENT
In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
CenterPoint and the Sellers agree as follows:
1. Provisions Concerning Corporate Partner Stock and LLC Interests. Each
Seller hereby agrees that during the period commencing on the Effective Date and
continuing until the first to occur of (a) the Effective Time or (b) the
termination of the Merger Agreement in accordance with its terms, at any meeting
of the holders of Corporate Partner Stock , LLC Interests or HCVT Interests,
however called, or in connection with any written consent of the holders of
Corporate Partner Stock, LLC Interests or HCVT Interests, such Seller shall vote
(or cause to be voted) the Corporate Partner Stock, LLC Interests, Company
Interests and HCVT Interests, as applicable, held of record or Beneficially
Owned (as defined below) by such Stockholder and/or his Corporate Partner, such
Member and/or her LLC Partner or by Pass individually, whether heretofore owned
or hereafter acquired: (i) in favor of approval of the Merger, the Merger
Agreement, the transactions contemplated by the Merger Agreement and any actions
required in furtherance hereof and thereof; (ii) against any action or agreement
that would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of HCVT, the Company, any Company
Subsidiary, any Corporate Partner, any Stockholder, the LLC, the Member or Pass
under the Merger Agreement; and (iii) except as otherwise agreed to in writing
in advance by CenterPoint, against the following actions (other than the Merger
and the agreements and transactions contemplated by the Merger Agreement): (A)
any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving HCVT, the Company, any Corporate Partner,
the LLC or any Company Subsidiary; (B) a sale, lease or transfer of a material
amount of assets of HCVT, the Company, any Corporate Partner, the LLC or any
Company Subsidiary, or a reorganization, recapitalization, dissolution or
liquidation of HCVT, the Company, any Corporate Partner, the LLC or any Company
Subsidiary; (C) (1) any change in a majority of the individuals who constitute
the board of directors of HCVT, the Company, any Corporate Partner, the LLC or
any Company Subsidiary; (2) any change in the present capitalization of HCVT,
the Company, any Corporate Partner, the LLC or any Company Subsidiary or any
amendment of Organizational Documents of HCVT, the Company, any Corporate
Partner, the LLC or any Company Subsidiary; (3) any other material change in
HCVT's, the Company's, any Corporate Partner's, the LLC's or any Company
Subsidiary's corporate structure or business; or (4) any other action which is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or materially and adversely affect the Merger and the transactions
contemplated by this Agreement and the Merger Agreement. Such Seller shall not
enter into any agreement or understanding with any Person the effect of which
would be inconsistent or violative of the provisions and agreements contained in
Section 1 or 2 of this Agreement. For purposes of this Agreement, "Beneficially
Own", "Beneficially Owned" or "Beneficial Ownership" (or any other derivative of
such terms) with respect to any securities shall mean having "beneficial
ownership" of such securities as determined pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including,
without limitation, pursuant to any agreement, arrangement or understanding,
whether or not in writing. Without duplicative counting of the same securities
by the same holder, securities Beneficially Owned by a Person shall include
securities Beneficially
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Owned by all other Persons with whom such Person would constitute a "group"
within the meaning of Section 13(d)(3) of the Exchange Act.
2. Other Covenants, Representations and Warranties. Each Stockholder (on
behalf of himself and the Corporate Partner of which he is sole shareholder) and
Pass (on behalf of herself and the LLC of which she is the sole member), as
applicable, hereby represents and warrants to CenterPoint as follows:
(a) Ownership of Corporate Partner Stock, LLC Interests and HCVT
Interests. Such Stockholder is the sole record and Beneficial Owner of all
of the issued and outstanding Corporate Partner Stock as set forth opposite
such Stockholder's name on the signature pages hereof. Such LLC Partner is
the sole record and Beneficial Owner of all of the LLC Interests as set
forth opposite such Member's name on the signature pages hereof. Such
Stockholder's Corporate Partner is the Beneficial Owner of the percentage
of the issued and outstanding HCVT Interests set forth opposite such
Stockholder's name on the signature pages hereof. Pass is the Beneficial
Owner of the percentage of the issued and outstanding HCVT Interests set
forth opposite her name on the signature pages hereof. Such HCVT Interests,
together with the number of HCVT Interests set forth opposite each other
Stockholder's Corporate Partner or Pass' name on the signature pages
hereof, represent the requisite number of HCVT Interests required to
approve the Merger, the Merger Agreement, the transactions contemplated by
the Merger Agreement and any actions required in furtherance hereof and
thereof. On the Effective Date, the Shares, LLC Interests and HCVT
Interests set forth opposite such Seller's name on the signature pages
hereof constitute all of the Shares, LLC Interests and HCVT Interests owned
of record or Beneficially Owned by Pass or such Stockholder or his
Corporate Partner or such Member or the LLC or as to which Pass or such
Stockholder or his Corporate Partner or such Member or the LLC has voting
power by proxy, voting agreement, voting trust or other similar instrument.
Pass or such Stockholder or such Stockholder's Corporate Partner or such
Member or the LLC has sole voting power and sole power to issue
instructions with respect to the matters set forth in Section 1 of this
Agreement, sole power of disposition, sole power of conversion, sole power
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 the
Shares, LLC Interests and HCVT Interests as set forth opposite such
Stockholder's, such Stockholder's Corporate Partner's, such Member's,
such LLC Partner's or Pass' name on the signature pages hereof, with no
limitations, qualifications or restrictions on such rights.
(b) Power; Binding Agreement. Such Stockholder, such Stockholder's
Corporate Partner, such Member, such LLC Partner and Pass have the legal
capacity, power and authority to enter into and perform all of such
Stockholder's, such Stockholder's Corporate Partner's, such Member's, such
LLC Partner's and such individual's obligations under this Agreement. The
execution, delivery and performance of this Agreement by such Stockholder,
such Stockholder's Corporate Partner, such Member, such LLC Partner or
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Pass will not violate any other agreement to which such Stockholder, such
Stockholder's Corporate Partner, such Member, such LLC Partner or Pass is
a party including, without limitation, any voting agreement, stockholders
agreement, voting trust, trust or similar agreement. This Agreement has
been duly and validly executed and delivered by such Stockholder, such
Stockholder's Corporate Partner, such Member, such LLC Partner and Pass
and constitutes a valid and binding agreement of such Stockholder, such
Stockholder's Corporate Partner, such Member, such LLC Partner, and Pass
enforceable against such Stockholder, such Stockholder's Corporate
Partner, such Member, such LLC Partner and Pass in accordance with its
terms. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Stockholder, such Stockholder's
Corporate Partner, such Member, such LLC Partner or Pass is trustee whose
consent is required for the execution and delivery of this Agreement or the
consummation by such Stockholder, Member and Pass of the transactions
contemplated hereby. If such Stockholder, Member or Pass is married and
such Stockholder's Shares or Member's LLC Interests or Pass' HCVT Interests
constitute community property, this Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding agreement
of, such Stockholder's, Member's or Pass' spouse, enforceable against such
person in accordance with its terms.
(c) No Conflicts. (A) No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Stockholder, such
Stockholder's Corporate Partner, such Member, such LLC Partner or Pass and
the consummation by such Stockholder, such Stockholder's Corporate Partner,
such Member, such LLC Partner or Pass of the transactions contemplated
hereby and (B) none of the execution and delivery of this Agreement by such
Stockholder, such Stockholder's Corporate Partner, such Member, such LLC
Partner, or Pass the consummation by such Stockholder, such Stockholder's
Corporate Partner, such Member, such LLC Partner or Pass of the
transactions contemplated by this Agreement or compliance by such
Stockholder, such Stockholder's Corporate Partner, such Member, such LLC
Partner or Pass with any of the provisions of this Agreement shall (1)
result in a violation or breach of, or constitute (with or without 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, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which such
Stockholder, such Stockholder's Corporate Partner, such Member, such LLC
Partner or Pass is a party or by which such Stockholder's, such
Stockholder's Corporate Partner's, such Member's, such LLC Partner's or
Pass' properties or assets may be bound, or (2) violate any order, writ,
injunction, decree, judgment, order, statute, rule or regulation applicable
to such Stockholder, such Stockholder's Corporate Partner, such Member,
such LLC Partner or Pass or any of such Stockholder's, such Stockholder's
Corporate Partner's, such Member's, such LLC Partner's or Pass' properties
or assets.
(d) Accredited Investor. Each of the Sellers identified as an
"accredited investor" on the signature pages hereof, represents and
warrants to Mergersub and CenterPoint that such Seller (i) is an "1
accredited investor" as defined in Regulation D promulgated under the
Securities Act, (ii) is able to bear the economic risk of an
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investment in the CenterPoint Common Stock acquired pursuant to the Merger
Agreement and can afford to sustain a total loss of such investment, (iii)
has such knowledge and experience in financial and business matters that
such Seller is capable of evaluating the merits and risks of the proposed
investment in the CenterPoint Common Stock and (iv) has had an adequate
opportunity to ask questions and receive answers from the officers of
CenterPoint concerning all matters relating to the transactions
contemplated herein and in the Merger Agreement including, without
limitation, the background and experience of the current and proposed
officers and directors of CenterPoint, and the plans for the business and
operation of CenterPoint.
(e) Restriction on Transfer, Proxies and Non-Interference. Such
Stockholder, such Stockholder's Corporate Partner, such Member, such LLC
Partner and Pass shall not, directly or indirectly: (i) except as
contemplated by the Merger Agreement, offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to or
consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of such Stockholder's
Shares, such Stockholder's Corporate Partner's HCVT Interests, such
Member's LLC Interests or Pass's HCVT Interests or any interest therein;
(ii) except as contemplated by this Agreement, grant any proxies or powers
of attorney, deposit any Shares, LLC Interests or HCVT Interests into a
voting trust or enter into a voting agreement with respect to any Shares,
LLC Interests or HCVT Interests; or (iii) take any action that would make
any representation or warranty of such Stockholder, such Stockholder's
Corporate Partner, such Member, such LLC Partner or Pass contained herein
untrue or incorrect or have the effect of preventing or disabling such
Stockholder, such Stockholder's Corporate Partner, such Member, such LLC
Partner or Pass from performing such Stockholder's, such Corporate
Partner's, such Member's, such LLC Partner's or Pass' obligations under
this Agreement.
(f) Reliance by CenterPoint. Such Stockholder, such Stockholder's
Corporate Partner, such Member, such LLC Partner and Pass understand and
acknowledge that CenterPoint is entering into the Merger Agreement in
reliance upon such Stockholder's, such Stockholder's Corporate Partner's,
such Member's, such LLC Partner's and Pass' execution and delivery of this
Agreement.
3. Further Assurances. From time to time, at CenterPoint's request and
without further consideration, each Stockholder, each such Stockholder's
Corporate Partner, the Member, the LLC or Pass shall execute and deliver such
additional documents and take all such further lawful action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
4. Stop Transfer. Each Stockholder, each such Stockholder's Corporate
Partner , the Member, the LLC and Pass agrees with, and covenants to,
CenterPoint that neither such Stockholder, such Stockholder's Corporate Partner,
the Member, the LLC Partner nor Pass shall request that the Company register
the transfer (book-entry or otherwise) of any certificate or uncertificated
interest representing any of such Stockholder's Shares, such Stockholder's
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Corporate Partner's HCVT Interests, the Member's LLC Interests or the Pass' HCVT
Interests unless such transfer is made in compliance with this Agreement.
Without limiting the covenants in Section 1, in the event of a stock dividend or
distribution, or any change in Shares, LLC Interests or HCVT Interests by reason
of any stock dividend, split-up, recapitalization, combination, exchange of
shares or other equity interests or the like, the terms "Shares", "LLC
Interests" and "HCVT Interests" shall be deemed to refer to and include the
Shares, LLC Interests and HCVT Interests as well as all such stock dividends and
distributions and any shares or other equity interests into which or for which
any or all of the Shares, LLC Interests and HCVT Interests may be changed or
exchanged.
5. Termination. Except as otherwise provided herein, the covenants and
agreements contained herein with respect to the Shares, LLC Interests and HCVT
Interests shall terminate upon the earlier of (a) the termination of the Merger
Agreement in accordance with its terms or (b) the Effective Time.
6. Miscellaneous.
(a) Entire Agreement. This Agreement, the Merger Agreement and the
other agreements contemplated herein or therein constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter of
this Agreement.
(b) Certain Events. Each Stockholder, each such Stockholder's
Corporate Partner, the Member, the LLC and Pass agree that this Agreement
and the obligations hereunder shall attach to such Stockholder's Shares,
such Stockholder's Corporate Partners' HCVT Interests, such Member's LLC
Interests and Pass' HCVT Interests and shall be binding upon any person or
entity to which legal or Beneficial Ownership of such Shares, LLC Interests
or HCVT Interests shall pass, whether by operation of law or otherwise,
including, without limitation, such Stockholder's, such Stockholder's
Corporate Partner's, such Member's , such LLC Partners' or Pass' respective
heirs, guardians, administrators or permitted successors or assigns.
Notwithstanding any such transfer of Shares, LLC Interests or HCVT
Interests, the transferor shall remain liable for the performance of all
obligations of the transferor under this Agreement.
(c) Assignment. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the other parties
hereto, provided that CenterPoint may assign, in its sole discretion, its
rights and obligations hereunder to any direct or indirect wholly owned
subsidiary of CenterPoint, but no such assignment shall relieve CenterPoint
of its obligations hereunder if such assignee does not perform such
obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, with
respect to any one or more Stockholders, such Stockholders' Corporate
Partners or the Member and the
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LLC, except upon the execution and delivery of a written agreement executed
by the parties hereto; provided, that any partner of the Company who agrees
-------- ----
to be bound by the terms of this Agreement may become a signatory hereto
without the agreement of any other party hereto, and thereafter such added
partner shall be treated as a "Seller" for all purposes of this Agreement.
(e) Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally, sent by
nationally recognized expedited delivery service providing proof of
delivery or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at such other
address for a party as shall be specified by notice given in accordance
with this Section):
If to a Stockholder, such Stockholder's Corporate
Partner, the Member, the LLC or Pass:
At the address set forth
opposite such Stockholder's, Member's or Pass'
name on the signature pages hereof
with a copy to:
Christensen, Miller, Fink, Jacobs, Xxxxxx
Xxxx & Xxxxxxx
2121 Avenue of the Stars
00/xx/ Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxx, Esq.
If to CenterPoint or Mergersub, to:
CenterPoint Advisors, Inc.
000 Xxxx Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Xxxxx X. Xxxx
with a copy to:
Xxxxxx Xxxxxx & Xxxxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxxx X. Xxxxxxx, Esq.
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(f) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not
affect any other provision or portion of any provision of this Agreement in
such jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.
(g) Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained
in this Agreement will cause the other party to sustain damages for which
it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such
breach the aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other
equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any of
such rights, powers or remedies by any party shall not preclude the
simultaneous or later exercise of any other such right, power or remedy by
such party.
(i) No Waiver. 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.
(j) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of California, without giving effect
to the principles of conflicts of law thereof.
(k) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING IN
CONNECTION WITH THIS AGREEMENT.
(l) Descriptive Headings. The descriptive headings used 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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(m) Counterparts. This Agreement may be executed in counterparts via
facsimile or otherwise, each of which shall be deemed to be an original,
but all of which, taken together, shall constitute one and the same
agreement.
(n) Recovery of Attorney's Fees. In the event of any litigation
between the parties relating to this Agreement, the prevailing party
shall be entitled to recover its reasonable attorney's fees and costs
(including court costs) from the non-prevailing party, provided that if
both parties prevail in part, the reasonable attorney's fees and costs
shall be awarded by the court in such manner as it deems equitable to
reflect the relative amounts and merits of the parties' claims.
* * *
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IN WITNESS WHEREOF, CenterPoint, Stockholders, the Corporate Partners,
--------------------------------
the Member, the LLC and Pass have caused this Agreement to be duly executed as
of the Effective Date.
CENTERPOINT ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx,
Chief Executive Officer
PERCENTAGE
OF HCVT
PARTNERSHIP
INTERESTS
STOCKHOLDERS NUMBER OF OWNED BY
AND CORPORATE ACCREDITED ADDRESS BENEFICIALLY CORPORATE CORPORATE
PARTNERS (Yes/No) OWNED SHARES PARTNER PARTNER
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxxx in his Yes Xxxxxx X.
capacity as a Stockholder Xxxxxxxxx, An
and as the duly Accountancy
authorized President of Corporation
the Corporate Partner
indicated
/s/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx in his Yes Xxxxx X.
capacity as a Stockholder Xxxxxx, An
and as the duly Accountancy
authorized President of Corporation
the Corporate Partner
indicated
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PERCENTAGE
OF HCVT
PARTNERSHIP
INTERESTS
STOCKHOLDERS NUMBER OF OWNED BY
AND CORPORATE ACCREDITED ADDRESS BENEFICIALLY CORPORATE CORPORATE
PARTNERS (Yes/No) OWNED SHARES PARTNER PARTNER
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx in Yes Xxxxxxx X.
his capacity as a Xxxxxx, an
Stockholder and as the Accountancy
duly authorized President Corporation
of the Corporate Partner
indicated
/s/ Xxxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxxx X. Xxxxxxxx in Yes Xxxxxxxx X.
his capacity as a Xxxxxxxx, an
Stockholder and as the Accountancy
duly authorized President Corporation
of the Corporate Partner
indicated
/s/ Xxxxx X. Xxxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxxx in his Yes Xxxxx X.
capacity as a Stockholder Christian, an
and as the duly Accountancy
authorized President of Corporation
the Corporate Partner
indicated
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PERCENTAGE
OF HCVT
PARTNERSHIP
INTERESTS
STOCKHOLDERS NUMBER OF OWNED BY
AND CORPORATE ACCREDITED ADDRESS BENEFICIALLY CORPORATE CORPORATE
PARTNERS (Yes/No) OWNED SHARES PARTNER PARTNER
/s/ Xxxx X. Van Trigt
----------------------------
Xxxx X. Van Trigt in his Xxxx X. Van
capacity as a Stockholder Trigt, an
and as the duly Accountancy
authorized President of Corporation
the Corporate Partner
indicated
/s/ Xxxxxxx Xxxxxxxxx
----------------------------
Xxxxxxx Xxxxxxxxx in No Xxxxxxx
his capacity as a Warburton, an
Stockholder and as the Accountancy
duly authorized President Corporation
of the Corporate Partner
indicated
PERCENTAGE
OF HCVT
PARTNERSHIP
MEMBER AND ACCREDITED PERCENTAGE OF INTERESTS
THE LLC Yes/No ADDRESS MEMBERSHIP OWNED BY
INTERESTS THE LLC THE LLC
/s/ Xxxxx X. Pass
----------------------------
Xxxxx X. Pass No 100
in her capacity as a
Member of the LLC
PASS ACCREDITED ADDRESS PERCENTAGE
Yes/No OF HCVT
PARTNERSHIP
INTERESTS
OWNED BY
PASS
/s/ Xxxxx X. Pass
----------------------------
Xxxxx X. Pass, No
individually
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