Exhibit 99.4
------------
SHAREHOLDERS' AGREEMENT
This SHAREHOLDERS' AGREEMENT (this "Agreement"), dated as of June 27, 2001, is
entered into by and among Boston Private Financial Holdings, Inc., a
Massachusetts corporation ("BPFH"), and each of the shareholders set forth on
SCHEDULE 2.1(a) (collectively, the "Shareholders"). Unless otherwise provided in
this Agreement, capitalized terms shall have the meanings ascribed to such terms
in the Reorganization Agreement (as defined herein).
RECITALS
A. BPFH and Borel Bank & Trust Company ("Borel") entered into that certain
Agreement and Plan of Reorganization dated as of June 27, 2001 (the
"Reorganization Agreement") which provides for the merger of a wholly owned
subsidiary of BPFH with and into Borel.
B. Each Shareholder is the record holder and beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") of such number of shares of common stock, no par value, of Borel
(the "Borel Stock"), as set forth on SCHEDULE 2.1(a).
C. Each Shareholder is a director and/or officer of Borel.
D. As an inducement to BPFH to enter into the Reorganization Agreement, and
in order to ensure pooling-of-interests accounting treatment for the Merger (as
defined in the Reorganization Agreement) contemplated by the Reorganization
Agreement, the Shareholders desire to enter into this Agreement.
E. BPFH desires the Shareholders to agree, and each Shareholder agrees, not
to transfer or otherwise dispose of any of such Shareholder's Shares, or any
other shares of capital stock of Borel acquired hereunder and prior to the
termination of this Agreement pursuant to Section 3.4, and to vote such
Shareholder's Shares and any other such shares of capital stock of Borel in a
manner so as to facilitate consummation of the Merger, as provided herein.
NOW, THEREFORE, in consideration of the premises and of the respective
representations, warranties and covenants, agreements and conditions contained
herein and in the Reorganization Agreement, and intending to be legally bound
hereby, BPFH and the Shareholders agree as follows:
ARTICLE I
SHAREHOLDERS' AGREEMENT
1.1 IRREVOCABLE PROXY. Each Shareholder, by this Agreement, with respect to
such Shareholder's Shares (as defined herein), does hereby constitute and
appoint BPFH, or any nominee of BPFH, with full power of substitution, as such
Shareholder's true and lawful attorney and irrevocable proxy, for and in such
Shareholder's name, place and stead, to vote each of such Shares as such
Shareholder's proxy, at every meeting of the shareholders of Borel or any
adjournment or postponement thereof or in connection with any written consent of
Borel's shareholders, (i) in favor of the adoption of the Reorganization
Agreement and approval of the
Merger and the other transactions contemplated by the Reorganization Agreement,
(ii) against (x) any Competing Transaction, as that term is defined in the
Reorganization Agreement, and any proposal for any action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of Borel under the Reorganization Agreement or
which could result in any of the conditions of Borel's obligations under the
Reorganization Agreement not being fulfilled and (y) any change in the directors
of Borel, any change in the present capitalization of Borel or any amendment to
Borel's certificate of incorporation or bylaws, any other material change in
Borel's corporate structure or business, or any other action which in the case
of each of the matters referred to in this clause (y) could reasonably be
expected to impede, interfere with, delay, postpone or materially adversely
affect the transactions contemplated by the Reorganization Agreement or the
likelihood of such transactions being consummated, and (iii) in favor of any
other matter necessary for consummation of the transactions contemplated by the
Reorganization Agreement which is considered at any such meeting of shareholders
or in such consent, and in connection therewith to execute any documents which
are necessary or appropriate in order to effectuate the foregoing or, at the
request of BPFH, to permit BPFH to vote such Shares directly. Each Shareholder
further agrees to cause such Shareholder's Shares owned by such Shareholder
beneficially to be voted in accordance with the foregoing. Each Shareholder
intends this proxy to be irrevocable and coupled with an interest until the
termination of this Agreement pursuant to Section 3.4 and hereby revokes any
proxy previously granted by such Shareholder with respect to such Shareholder's
Shares.
1.2 AGREEMENT TO VOTE. Each Shareholder hereby further agrees, with respect
to any Shares not voted pursuant to Section 1.1, that until the termination of
this Agreement pursuant to Section 3.4, at any meeting of shareholders of Borel,
however called, or in connection with any written consent of Borel's
shareholders, such Shareholder shall vote or cause to be voted or execute a
written consent with respect to all of the shares of Borel Stock as to which
such Shareholder holds beneficially or of record prior to termination of this
Agreement pursuant to Section 3.4 (the "Shares"), except as specifically
requested in writing by BPFH in advance, (i) in favor of the adoption of the
Reorganization Agreement and approval of the Merger and the other transactions
contemplated by the Reorganization Agreement, (ii) against (x) any Competing
Transaction, as that term is defined in the Reorganization Agreement, and any
proposal for any action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of
Borel under the Reorganization Agreement or which could result in any of the
conditions of Borel's obligations under the Reorganization Agreement not being
fulfilled or (y) any change in the directors of Borel, any change in the present
capitalization of Borel or any amendment to Borel's certificate of incorporation
or bylaws, any other material change in Borel's corporate structure or business,
or any other action which in the case of each of the matters referred to in this
clause (y) could reasonably be expected to, impede, interfere with, delay,
postpone or materially adversely affect the transactions contemplated by the
Reorganization Agreement or the likelihood of such transactions being
consummated, and (iii) in favor of any other matter necessary for consummation
of the transactions contemplated by the Reorganization Agreement which is
considered at any such meeting of shareholders or in such consent, and in
connection therewith to execute any documents which are necessary or appropriate
in order to effectuate the foregoing.
2
1.3 LEGEND. Each Shareholder agrees to stamp, print or type on the face of
such Shareholder's certificates of Borel Stock evidencing such Shareholder's
Shares, the following legend:
THE VOTING, SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO A SHAREHOLDERS' AGREEMENT DATED AS OF THE 27TH DAY OF JUNE,
2001 BY AND AMONG BOSTON PRIVATE FINANCIAL HOLDINGS, INC. AND CERTAIN
BENEFICIAL AND RECORD OWNERS OF BOREL BANK & TRUST COMPANY, AND SUCH SHARES
MAY NOT BE VOTED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE ENCUMBERED OR DISPOSED, EXCEPT IN ACCORDANCE THEREWITH. COPIES OF
THE SHAREHOLDERS' AGREEMENT REFERRED TO HEREIN ARE ON FILE AT THE OFFICES
OF BOREL BANK & TRUST COMPANY.
In the event that any of the Shares of Borel Stock are held in "street
name," the Shareholders agree that Borel shall use its commercially reasonable
efforts to ensure that stop transfer instructions are provided to the
appropriate securities broker or dealer or other entity which holds such Shares
for the benefit of such Shareholder.
1.4 RESTRICTIONS ON DISPOSITIONS. Each Shareholder agrees that, until the
termination of this Agreement pursuant to Section 3.4, such Shareholder will not
hereafter take any action (a) to sell, tender, transfer, pledge, encumber,
assign or otherwise dispose of any of such Shareholder's Shares, (b) to deposit
such Shares into a voting trust or enter into a voting agreement or arrangement
with respect to such Shares or grant any proxy or power of attorney with respect
thereto, (c) to enter into any contract, option or other arrangement or
undertaking with respect to the direct or indirect sale, transfer, pledge,
encumbrance, assignment or other disposition of any Borel Stock, or (d) that
would make any representation or warranty of any Shareholder contained herein
untrue or incorrect or have the effect of preventing or disabling any
Shareholder from performing such Shareholder's obligations under this Agreement;
provided, however, that a Shareholder may transfer or pledge any of such
Shareholder's Shares to a person or entity with BPFH's prior written consent;
provided further that no such transfer or pledge shall be made unless prior
thereto the proposed transferee or pledgee shall have entered into a written
agreement with BPFH, containing terms and conditions reasonably satisfactory to
BPFH, in which such transferee or pledgee shall agree to be bound by all the
terms and conditions of this Agreement.
1.5 SHAREHOLDER APPROVAL. Subject to Section 6.12 of the Reorganization
Agreement, each Shareholder who is also a director, shall, in his capacity as a
director, recommend shareholder approval of the Reorganization Agreement, the
Agreement of Merger and the transactions contemplated thereby by the Borel
shareholders at every meeting of the shareholders of Borel at which such matters
are considered and at every adjournment or postponement thereof and in
connection with every proposal to take action by written consent with respect
thereto.
3
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
Each of the Shareholders severally represents and warrants to BPFH that the
statements set forth below are true and correct as of the date of this
Agreement, except those that are specifically as of a different date:
2.1 OWNERSHIP AND RELATED MATTERS.
(a) SCHEDULE 2.1(a) hereto correctly sets forth the number of Shares
each Shareholder owns beneficially or of record and constitutes all of the
Shares so owned by such Shareholder. SCHEDULE 2.1(a) also correctly sets forth
the nature of each Shareholder's voting power with respect thereto. Each
Shareholder has sole power of disposition with respect to all of such
Shareholder's Shares and the sole voting power with respect to the matters set
forth in Article I hereof with respect to all of such Shares.
(b) There are no proxies, voting trusts or other agreements or
understandings to or by which any Shareholder or such Shareholder's spouse is a
party or bound or that expressly requires that any of the Shares be voted in any
specific manner other than as provided in this Agreement.
(c) Such Shareholder's Shares and the certificates representing such
Shares are now, and at all times until the termination of this Agreement
pursuant to Section 3.4, will be held by such Shareholder, or by a nominee or
custodian for the benefit of such Shareholder, free and clear of all proxies,
voting trusts and voting agreement, understandings or arrangements providing for
any right on the part of any person other than such Shareholder to vote such
Shares and free and clear of any and all liens, claims, security interests and
any other encumbrances whatsoever.
2.2 AUTHORIZATION AND BINDING AGREEMENT. Such Shareholder has the full
legal right, power, capacity and authority to execute and deliver this Agreement
and perform such Shareholder's obligations pursuant to this Agreement. This
Agreement has been duly executed and delivered by or on behalf of such
Shareholder. This Agreement is the valid and binding obligation of such
Shareholder enforceable in accordance with its terms, except as the enforcement
thereof may be limited by general principles of equity.
2.3 NON-CONTRAVENTION. The execution and delivery of this Agreement do not,
and performance of this Agreement and compliance by such Shareholder with any
provisions hereof do not and will not (a) conflict with or result in the breach
of, or constitute a default (or an event that with notice or lapse of time or
both would become a default) under or actual or potential loss of any benefit
under, any provision of any agreement, instrument or obligation to which such
Shareholder or such Shareholder's spouse is a party or by which any of such
Shareholder's properties or such Shareholder's spouse's properties are bound, or
give any other party to any such agreement, instrument or obligation, a right to
terminate, amend, accelerate, cancel or modify any term thereof, (b) require the
consent, authorization, permit, notification or approval of or filing with any
third party, including but not limited to governmental or regulatory
authorities; (c) result in the creation or imposition of any lien, mortgage or
encumbrance on any
4
of the Shares or any other assets of such Shareholder or such Shareholder's
spouse; or (d) conflict with or violate any law, statute, rule, regulation,
order, writ, judgment or decree to which such Shareholder, such Shareholder's
spouse or such Shareholder's Shares is subject. No other person or entity has or
will have any right directly or indirectly to vote or control or affect the
voting of such Shareholder's Shares.
2.4 NO SOLICITATION. Other than to the extent permitted under Section 6.12
of the Reorganization Agreement, such Shareholder shall not, nor shall it permit
any of its affiliates to, nor shall it authorize any officer, director, employee
of, or any investment banker, financial advisor, attorney, accountant or any
other representative retained by, such Shareholder or any of such Shareholder's
affiliates to, (i) solicit, initiate or knowingly encourage (including by way of
furnishing information or assistance) the submission of, any inquiries,
proposals or offers from any Person relating to a Competing Transaction, (ii)
agree to or endorse any Competing Transaction, (iii) enter into or participate
in any discussions or negotiations regarding, or furnish to any Person any
non-public information with respect to any proposal which constitutes or may
reasonably be expected to lead to a Competing Transaction, or (iv) take any
other action to knowingly facilitate or cooperate with any inquiries or the
making of any proposal which constitutes, or may reasonably be expected to lead
to, a Competing Transaction.
2.5 STOP TRANSFER. Such Shareholder agrees with, and covenants to, BPFH
that such Shareholder may not request that Borel register the transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of such Shareholder's Shares, unless such transfer is made in
compliance with this Agreement. Pursuant to the Reorganization Agreement, Borel
has agreed to notify its transfer agent of the provisions set forth in this
Agreement and such Shareholder agrees to provide such documentation and to do
such other things as may be required to give effect to such provisions with
respect to the Shares.
2.6 WAIVER OF APPRAISAL AND DISSENTER'S RIGHTS. Such Stockholder hereby
waives and agrees not to assert, demand or exercise any rights of appraisal or
dissenters in connection with the Merger or any of the transactions contemplated
by the Reorganization Agreement.
ARTICLE III
GENERAL
3.1 AMENDMENTS. To the fullest extent permitted by law, this Agreement and
any schedule or exhibit attached hereto may only be amended by agreement in
writing of the parties hereto at any time.
3.2 INTEGRATION. This Agreement constitutes the entire agreement between
the parties pertaining to the subject matter hereof and (except for other
documents to be executed pursuant to the Reorganization Agreement) supersedes
all prior agreements and understandings of the parties in connection therewith.
3.3 SPECIFIC PERFORMANCE. Each Shareholder understands and acknowledges
that BPFH is entering into the Reorganization Agreement in reliance upon such
Shareholder's execution and delivery of this Agreement. Each Shareholder
understands, acknowledges and agrees that irreparable injury will result to BPFH
in the event of a breach of any of the provisions
5
of this Agreement and that BPFH will have no adequate remedy at law with respect
thereto. Accordingly, in the event of a material breach of this Agreement, and
in addition to any other legal or equitable remedy BPFH may have, BPFH shall be
entitled to the entry of a preliminary injunction and a permanent injunction
(including, without limitation, specific performance) by a court of competent
jurisdiction, to restrain the violation or breach thereof by such Shareholder or
any affiliates, agents or any other persons acting for or with such Shareholder
in any capacity whatsoever, and such Shareholder submits to the jurisdiction of
such court in any such action. In addition, after discussing the matter with
such Shareholder, BPFH shall have the right to inform any third party that BPFH
reasonably believes to be, or to be contemplating, participating with such
Shareholder or receiving from such Shareholder assistance in violation of this
Agreement, of the terms of this Agreement and of the rights of BPFH hereunder,
and that participation by any such persons with such Shareholder in activities
in violation of Agreement with BPFH set forth in this Agreement may give rise to
claims by BPFH against such third party.
3.4 TERMINATION. This Agreement shall terminate automatically without
further action at the later of the Effective Time of the Merger or the
termination of the Reorganization Agreement in accordance with its terms. Upon
such termination of this Agreement, the parties shall have no further obligation
or liability to one another, except in respect of a willful and material failure
in the performance of any such party's agreements, covenants and obligations
hereunder.
3.5 NO ASSIGNMENT. Neither this Agreement nor any rights, duties or
obligations hereunder shall be assignable by BPFH or any Shareholder, in whole
or in part. Any attempted assignment in violation of this prohibition shall be
null and void. Subject to the foregoing, all of the terms and provisions hereof
shall be binding upon, and inure to the benefit of, the successors of the
parties hereto.
3.6 HEADINGS. The descriptive headings of the several Articles and Sections
of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement.
3.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
party hereto and delivered to each party hereto.
3.8 NOTICES. Any notice or communication required or permitted hereunder,
shall be deemed to have been given if in writing and (a) delivered in person,
(b) delivered by confirmed facsimile transmission (c) sent by overnight carrier,
postage prepaid with return receipt requested or (d) mailed by certified or
registered mail, postage prepaid with return receipt requested, addressed as
follows:
To BPFH:
Boston Private Financial Holdings, Inc.
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Chief Financial Officer
Facsimile Number: (000) 000-0000
6
With a copy to:
Xxxxxxx Procter LLP
Exchange Place
Boston, MA 02109
Attention: Xxxxxxx X. Xxxxx, Esq.
Facsimile Number: (000) 000-0000
If to Shareholder, addressed to the respective address indicated on the
signature page.
With a copy addressed to:
Lillick & Xxxxxxx LLP
Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxx, Esq.
Facsimile Number: (000) 000-0000
or at such other address and to the attention of such other person as a party
may notice to the others in accordance with this Section 3.8. Any such notice or
communication shall be deemed received on the date delivered personally or
delivered by confirmed facsimile transmission, on the first Business Day after
it was sent by overnight carrier, postage prepaid with return receipt requested
or on the third Business Day after it was sent by certified or registered mail,
postage prepaid with return receipt requested.
3.9 GOVERNING LAW. This Agreement and the legal relations between the
parties shall be governed by and construed in accordance with the laws of the
State of California applicable to contracts between California parties made and
performed in such State.
3.10 SEVERABILITY AND THE LIKE. If any provisions shall, for any reason, be
held by a court of competent jurisdiction to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement; but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.
3.11 WAIVER OF BREACH. Any failure or delay by BPFH in enforcing any
provision of this Agreement shall not operate as a waiver thereof. The waiver by
BPFH of a breach of any provision of this Agreement by the Shareholders shall
not operate or be construed as a waiver of any subsequent breach or violation
thereof. All waivers shall be in writing and signed by the party to be bound.
3.12 BROKERS. BPFH shall not be obligated or otherwise liable for any
broker's, finder's, financial adviser's or other similar fee or commission in
connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of any Shareholder.
7
3.13 FURTHER ASSURANCES AND ADDITIONAL DOCUMENTS. Each Shareholder agrees
that such Shareholder will not enter into any agreement or understanding with
any person or entity or take any action which will permit any person or entity
to vote or give instructions to vote such Shareholder's Shares in any manner
inconsistent with the terms of this Agreement. Each Shareholder further agrees
to take such further action and execute such other instruments as may be
necessary to effectuate the intent of this Agreement, including without
limitation, any number of proxies and other documents permitting BPFH to vote
such Shareholder's Shares or to direct the record owners thereof to vote such
Shares in accordance with this Agreement.
[Remainder of page intentionally left blank]
8
IN WITNESS WHEREOF, the parties to this Agreement have caused and duly
executed this Agreement as of the day and year first above written.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
SHAREHOLDER:
BOREL BANK AND TRUST COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
/s/ Xxxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: ESOP Committee
/s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: ESOP Committee
Address
000 Xxxxx Xxxx
----------------------------------
Xxx Xxxxx, XX 00000
----------------------------------
SHAREHOLDER:
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
(Signature)
Xxxxxxx X. Xxxxxxx
----------------------------------
(Type or Print Shareholder's Name)
Address
000 Xxxxxxxx Xxxxxx
----------------------------------
Xxxxx Xxxx, XX 00000
----------------------------------
SHAREHOLDER:
/s/ Xxxxxxx Xxxxx Xxxxxxx, Trustee
------------------------------------------
(Signature)
Xxxxxxx Xxxxx Xxxxxxx 1997 Revocable Trust
------------------------------------------
(Type or Print Shareholder's Name)
Address
000 Xxxxxxxx Xxxxxx
------------------------------------------
Xxxxx Xxxx, XX 00000
------------------------------------------
SHAREHOLDER:
/s/ Xxxxxxxx X. Xxxxxxx
----------------------------------
(Signature)
Xxxxxxxx X. Xxxxxxx
----------------------------------
(Type or Print Shareholder's Name)
Address
00000 Xxxxxx Xxxxx
----------------------------------
Xxxxxxx, XX 00000-0000
----------------------------------
SHAREHOLDER:
/s/ Xxxxx X. Xxxxxxx
----------------------------------
(Signature)
Xxxxx X. Xxxxxxx
----------------------------------
(Type or Print Shareholder's Name)
Address
00 Xxxxx Xxxxx
----------------------------------
Xxxxxxxx, XX 00000
----------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
(Signature)
Xxxxxxx X. Xxxxxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxx Xxxxxxxx
-------------------------------------------
(Signature)
Xxxxx Xxxxxxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
000 Xxxxxxx Xxxxx
-------------------------------------------
Xxx Xxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to
the Shares in accordance with the Agreement, and (3) agrees that the
undersigned will not effect or attempt to effect any sale or other transfer
or encumbrance of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute
and deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxxxxxx Xxxxxxxx
-------------------------------------------
(Signature)
Xxxxxxxxx Xxxxxxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxxxx X. XxXxxx
-------------------------------------------
(Signature)
Xxxxxxx X. XxXxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
0000 Xxxxxx Xxxx
-------------------------------------------
Xxxxxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxxxx X. XxXxxx
-------------------------------------------
(Signature)
Xxxxxxx X. XxXxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------------
(Signature)
Xxxxxx X. Xxxxxxxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
690 Xxxxx Ct
-------------------------------------------
Xxx Xxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
(Signature)
Xxxx X. Xxxxxxxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxxxx X. Xxxxx
-------------------------------------------
(Signature)
Xxxxxxx X. Xxxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
000 00xx Xxxxxx
-------------------------------------------
Xxx Xxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxx Xxxxx
-------------------------------------------
(Signature)
Xxxx Xxxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxxx X. Xxxx
-------------------------------------------
(Signature)
Xxxxxx X. Xxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
1495 Tartah Trail
-------------------------------------------
Xxxxxxxxxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxx X. Xxxx
-------------------------------------------
(Signature)
Xxxxx X. Xxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxxx X. Xxxx
-------------------------------------------
(Signature)
Xxxxxx X. Xxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
00 Xxxxxxxx Xxxxx
-------------------------------------------
Xxxxxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxxxx X. Xxxx
-------------------------------------------
(Signature)
Xxxxxxx X. Xxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxxxx X. Xxxxxxx, M.D.
-------------------------------------------
(Signature)
Xxxxxxx X. Xxxxxxx, M.D.
-------------------------------------------
(Type or Print Shareholder's Name)
Xxxxxxx
Xx 0 Xxx 0000
-------------------------------------------
Upper Melrose Road
-------------------------------------------
Xxxxxxxxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
(Signature)
Xxxxxxx X. Xxxxxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxx X. Xxxxx-Xxxxxx, Trustee
-------------------------------------------
(Signature)
Xxxxx X. Xxxxx-Xxxxxx, Trustee
-------------------------------------------
(Type or Print Shareholder's Name)
Address
X.X. Xxx 0000
-------------------------------------------
Xxx Xxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxxx X. Xxxxx-Xxxxxx, Trustee
-------------------------------------------
(Signature)
Xxxxxx X. Xxxxx-Xxxxxx, Trustee
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxxx Xxxx
-------------------------------------------
Xxxxxx Xxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
00 Xxx Xxxxx Xxxx
-------------------------------------------
Xxxxxxxxxxxx, XX
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxxxx Xxxxx Xxxx
-------------------------------------------
(Signature)
Xxxxxxx Xxxxx Xxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxx X. Xxxxxx, Xx.
-------------------------------------------
Xxxxx X. Xxxxxx, Xx.
-------------------------------------------
(Type or Print Shareholder's Name)
Address
000 Xxx Xxxxx Xxxxx
-------------------------------------------
Xxxxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxx Xxxxxxxxx Xxxxxx
-------------------------------------------
(Signature)
Xxxx Xxxxxxxxx Xxxxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
0000 Xxxxxxx Xxxxx
-------------------------------------------
Xxxxx Xxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxxx X. Xxxxxx
-------------------------------------------
(Signature)
Xxxxx X. Xxxxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SHAREHOLDER:
/s/ Xxxxx X. Xxxxx
-------------------------------------------
Xxxxx X. Xxxxx
-------------------------------------------
(Type or Print Shareholder's Name)
Address
000 Xxxxxx Xxxxxxxxx
-------------------------------------------
Xxx Xxxxx, XX 00000
-------------------------------------------
SPOUSAL CONSENT
The undersigned hereby acknowledges as follows:
(a) The undersigned has read the foregoing Shareholders' Agreement
(the "Agreement" herein) and understands the contents of the Agreement, and is
aware that by the provisions of the Agreement, the undersigned's spouse agrees
(1) to grant an irrevocable proxy coupled with an interest for all of the shares
of capital stock of Borel Bank & Trust Company ("Borel") held beneficially or of
record by such spouse (the "Shares") (2) to vote the Shares in accordance with
the Agreement, (3) to restrict the sale, transfer, disposition, and encumbrance
of the Shares, and all of the foregoing including the undersigned's community
property interest therein (if any). THE UNDERSIGNED HAS THE RIGHT TO CONSULT
WITH COUNSEL OF HIS OR HER CHOOSING IN CONNECTION WITH THIS SPOUSAL CONSENT AND
HE OR SHE HAS HAD AMPLE OPPORTUNITY TO DO SO. IF THE UNDERSIGNED HAS NOT
CONSULTED WITH COUNSEL IN CONNECTION HEREWITH, THE UNDERSIGNED HAS KNOWINGLY AND
WILLINGLY ELECTED NOT TO DO SO.
(b) The undersigned (1) consents to the restrictions and
obligations of the Agreement, (2) agrees that the undersigned's spouse or his
designee shall have the sole and exclusive management power with respect to the
Shares in accordance with the Agreement, and (3) agrees that the undersigned
will not effect or attempt to effect any sale or other transfer or encumbrance
of the Shares, or of any interest therein.
(c) The undersigned shall perform any further acts and execute and
deliver any further documents or procure any court orders which may be
reasonably necessary to carry out the provisions of this Spousal Consent.
/s/ Xxxx Xxxxxxxxxxx Xxxx
-------------------------------------------
(Signature)
Xxxx Xxxxxxxxxxx Xxxx
-------------------------------------------
(Type or Print Shareholder's Spouse's Name)
SCHEDULE 2.1(a)
SHARES BENEFICIALLY
OWNED AS OF JUNE 25, 2001
---------------------------
DIRECTOR PERCENT
NAME POSITION HELD WITH THE BANK SINCE NUMBER OF CLASS
---- ---------------------------- -------- ------ --------
Borel Bank and Trust Company N/A N/A 211,178 7.17%
Employee Stock
Xxxxxxx X. Xxxxxxx Executive Vice President N/A 43,212(1) 1.47%
and Senior Loan Officer
Xxxxxxxx X. Xxxxxxx Secretary, Senior Vice President N/A 220,064(2) 7.46%
and Chief Financial Officer
Xxxxx X. Xxxxxxx Director 1999 3,000 0.10%
Xxxxx Xxxxxxxx Director 1993 75,730(3) 2.56%
Xxxxxxx X. XxXxxx Director 1980 100,424(4) 3.40%
Xxxxxx X. Xxxxxxxxx Director 1999 5,000 0.17%
Xxxxxxx X. Xxxxx Senior Vice President N/A 11,046(5) 0.37%
and Director of Marketing
Xxxxxx X. Xxxx Vice Chairman of the Board and 1980 214,170(6) 7.26%
Director
Xxxxxx X. Xxxx President, Chief Executive 1980 108,536(7) 3.68%
Officer, and Director
Xxxxxxx X. Xxxxxxx, M.D. Director 1980 58,880(8) 2.00%
Xxxxx X. Xxxxx-Xxxxxx Director 1986 38,560(9) 1.31%
Xxxxx X. Xxxxx Senior Vice President N/A 7,758(10) 0.26%
and Senior Operations Officer
Xxxxxx Xxxx Chairman of the Board 1980 189,476(11) 6.42%
and Director
Xxxxxxxx X. Xxxxxxx Executive Vice President and N/A 8,880(12) 0.30%
Senior Trust Officer
Xxxxx X. Xxxxxx, Xx. Director 1980 52,266(13) 1.77%
Xxxxxx X. Xxxxxx Director 1994 13,588(14) 0.46%
All Directors and Principal 1,129,788(15) 37.50%
Officers as a Group(16 in
number)
--------------
(1) Includes 3,600 shares subject to presently exercisable employee stock
options.
(2) Includes 211,178 shares held by the Bank's ESOP of which Xx. Xxxxxxx is a
committee member. Xx. Xxxxxxx disclaims beneficial ownership of the
shares held by the ESOP. Also includes 2,600 shares subject to presently
exercisable employee stock options.
(3) Includes 25,158 shares held by Xx. Xxxxxxxx' wife. Also includes 7,222
shares subject to presently exercisable non-employee Director stock
options.
(4) Includes 18,862 shares held by the County Credit Control Company Profit
Sharing Plan and Trust of which Xx. XxXxxx is trustee, 67,492 shares held
in the XxXxxx Family Trust, 4,800 shares held by the Collection Bureau of
America 401K Profit Sharing Plan of which Xx. XxXxxx is a trustee, 1,996
shares held as custodian for Xxxxxxxx X. XxXxxx and 2,774 shares held as
custodian for Xxxxxxx X. XxXxxx XX. Also includes 4,500 shares subject to
presently exercisable non-employee Director stock options.
(5) Includes 5,686 shares owned jointly with her spouse. Also includes 3,600
shares subject to presently exercisable employee stock options.
(6) Includes 132,050 shares owned jointly with his wife, 1,754 shares owned
by his wife, 1,170 shares held by a partnership of which he is a general
partner and 19,632 shares held as trustee. Also includes 3,600 shares
subject to presently exercisable stock options.
(7) Includes 1,170 shares owned by a partnership of which he is a general
partner, 29,072 shares owned jointly with his wife, 2,148 shares held as
custodian for Xx. Xxxx'x children and 19,632 shares held as trustee. Also
includes 3,600 shares subject to presently exercisable employee stock
options.
(8) Includes 586 shares held by Xx. Xxxxxxx'x wife. Also includes 4,500
shares subject to presently exercisable non-employee Director stock
options.
(9) Includes 15,520 shares held jointly with his wife. Also includes 4,500
shares subject to presently exercisable non-employee Director stock
options.
(10) Includes 2,086 shares owned by Xx. Xxxxx'x spouse. Also includes 3,600
shares subject to presently exercisable employee stock options.
(11) Includes 184,219 shares held jointly with his wife and 757 shares held in
a living trust of which Xx. Xxxx is a trustee. Also includes 4,500 shares
subject to presently exercisable non-employee Director stock options.
(12) Includes 6,240 shares subject to presently exercisable employee stock
options.
(13) Includes 820 shares owned jointly with his wife, 2,620 shares held as
co-trustee and beneficiary under his father's will, 1,084 shares owned by
his wife and 3,678 held in his XXX. Also includes 4,500 shares subject to
presently exercisable non-employee Director stock options.
(14) Includes 10,666 shares subject to presently exercisable non-employee
Director stock options.
(15) Includes 43,988 shares subject to presently exercisable non-employee
director options and 23,240 shares subject to presently exercisable
employee stock options. Also includes 211,178 shares held by the Bank's
ESOP, of which Senior Vice President/Chief Financial Officer Xxxxxxxx X.
Xxxxxxx is a committee member. Xx. Xxxxxxx disclaims beneficial ownership
of the shares held by the ESOP.
-2-
