Exhibit 2
STOCKHOLDER AGREEMENT
AGREEMENT, dated as of May 1, 2005 (this "Agreement") , among Xxxxxx
Acquisition, Inc., a Delaware corporation ("Parent"), Xxxxxx Acquisition Merger
Sub, Inc., a Delaware corporation ("Merger Sub"), and each of the other parties
signatory hereto (each a "Stockholder" and collectively the "Stockholders").
WHEREAS, Parent, Merger Sub and The Neiman Marcus Group, Inc., a
Delaware corporation (the "Company"), have entered into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"; terms defined in
the Merger Agreement and not otherwise defined herein being used herein as
therein defined), pursuant to which, among other things, Merger Sub will merge
with and into the Company (the "Merger") and each issued and outstanding share
(other than shares cancelled pursuant to Section 2.1 of the Merger Agreement or
Dissenting Shares) of Class A Common Stock, Class B Common Stock and Class C
Common Stock ("Common Stock") will be converted into the right to receive the
Merger Consideration.
WHEREAS, as of May 1, 2005 the Stockholders owned of record and
beneficially an aggregate of 6,055,057 shares (and each Stockholder owned the
number of such shares set forth beside such Stockholder's name on the signature
page hereto) of Class A Common Stock and Class B Common Stock (such Class A
Common Stock and Class B Stock, together with any other Class A Common Stock,
Class B Common Stock or Class C Common Stock acquired by any Stockholder by
purchase or otherwise, in each case from May 1, 2005 through the term of this
Agreement, are collectively referred to herein as the Stockholders' "Subject
Shares").
WHEREAS, as a condition and inducement to Parent's and Merger Sub's
willingness to enter into the Merger Agreement, Parent has requested that the
Stockholders agree, and each of the Stockholders has agreed, to enter into this
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
VOTING AGREEMENT; GRANT OF PROXY
Section 1.1 Voting Agreement. (a) Each Stockholder hereby agrees to
vote all Subject Shares that such Stockholder is entitled to vote at the time of
any vote, to approve and adopt the Merger Agreement and the Merger, at any
meeting of the stockholders of the Company, and at any adjournment thereof, at
which the Merger Agreement (or any amended version thereof) and the Merger are
submitted for the consideration and vote of the stockholders of the Company.
(b) Each Stockholder hereby agrees that it shall vote its Subject
Shares against, and shall not provide consents to, the approval of (i) any
Acquisition Proposal, (ii) any extraordinary dividend or distribution by the
Company or any subsidiary, (iii) any change in the capital structure of the
Company or any subsidiary (other than pursuant to the Merger Agreement) and (iv)
any other action that would reasonably be expected to, in any material respect,
prevent, impede, interfere with, delay, postpone, frustrate the purposes of or
attempt to discourage the transactions contemplated by the Merger Agreement.
(c) Each Stockholder hereby agrees that any agreements among the
Stockholders or any of them (including the Xxxxx/Xxxxx/Marks Family
Stockholders' Agreement Re: The Neiman Marcus Group, Inc., dated September 1,
1999, among the Stockholders (the "Stockholders' Agreement")) which could be
construed to limit their respective rights to enter into this Agreement or
perform hereunder are amended to the full extent necessary to assure that
entering into this Agreement and performance hereunder are permitted under each
such agreement without breach thereof.
Section 1.2 Irrevocable Proxy. Each Stockholder hereby irrevocably and
unconditionally revokes any and all previous proxies granted with respect to its
Subject Shares. By entering into this Agreement, each Stockholder hereby
irrevocably and unconditionally grants a proxy appointing Parent as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholder's name, to vote, express, consent or dissent, or
otherwise to utilize such voting power in the manner contemplated by Section 1.1
as Parent or its proxy or substitute shall, in Parent's sole discretion, deem
proper with respect to such Stockholder's Subject Shares. The proxy granted by
such Stockholder pursuant to this Article 1 is coupled with an interest and is
irrevocable and is granted in consideration of Parent and Merger Sub entering
into this Agreement and the Merger Agreement and incurring certain related fees
and expenses. Each Stockholder shall perform such further acts and execute such
further documents as may be required to vest in Parent the sole power to vote
such Stockholder's Subject Shares. Notwithstanding the foregoing, the proxy
granted by each Stockholder shall be revoked upon termination of this Agreement
in accordance with its terms.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS
Each Stockholder, severally and not jointly, represents and warrants to
Parent and Merger Sub that:
Section 2.1 Authorization. (a) If such Stockholder is not an
individual, the execution, delivery and performance by such Stockholder of this
Agreement and the consummation by such Stockholder of the transactions
contemplated hereby are within the corporate or similar powers of Stockholder
and have been duly authorized by all necessary corporate or similar action. This
Agreement constitutes a valid and binding agreement of such Stockholder.
(b) If such Stockholder is married and the Subject Shares set forth on
the signature page hereto opposite such Stockholder's name constitute community
property under applicable laws, this Agreement has been duly authorized,
executed and delivered by, and constitutes the valid and binding agreement of,
such Stockholder's spouse. If this Agreement is being executed in a
representative or fiduciary capacity, the Person signing this Agreement has full
power and authority to enter into and perform this Agreement.
Section 2.2 Non-Contravention. The execution, delivery and performance
by such Stockholder of this Agreement and the consummation by such Stockholder
of the transactions contemplated hereby do not and shall not (i) if such
Stockholder is not an individual, violate any organizational documents of such
Stockholder, (ii) violate any applicable law, rule, regulation, judgment,
injunction, order or decree, (iii) require any consent or other action by any
Person under, constitute a default under, or give rise to any right of
termination, cancellation or acceleration or to a loss of any benefit to which
such Stockholder is entitled under any provision of any agreement or other
instrument binding on such Stockholder, (iv) result in the imposition of any
Lien on any asset of Stockholder or (v) violate any other agreement, arrangement
or instrument to which such Stockholder is a party or by which such Stockholder
(or any of its assets) is bound.
Section 2.3 Ownership of Subject Shares. Such Stockholder is the record
and beneficial owner of the Subject Shares, free and clear of any Lien and any
other limitation or restriction (including any restriction on the right to vote
or otherwise dispose of the Subject Shares) other than pursuant to the
Stockholders' Agreement. Except for the Stockholders' Agreement, none of the
Subject Shares is subject to any voting trust or other agreement, arrangement or
instrument with respect to the voting of such shares.
Section 2.4 Total Subject Shares. Except for the Subject Shares set
forth beside such Stockholder's name on the signature page hereto or any
beneficial interest in Subject Shares that are set forth beside another
Stockholder's name on the signature page hereto, and except for any options
referred to in the immediately following sentence, such Stockholder does not
beneficially own any (i) shares of capital stock or voting securities of the
Company, (ii) securities of the Company convertible into or exchangeable for
shares of capital stock or voting securities of the Company or (iii) options or
other rights to acquire from the Company any capital stock, voting securities or
securities convertible into or exchangeable for capital stock or voting
securities of the Company. The Stockholders collectively own options to acquire
a number of shares of capital stock of the Company which does not exceed 125,000
shares in the aggregate.
Section 2.5 Finder's Fees. No investment banker, broker, finder or
other intermediary is entitled to a fee or commission from Parent, Merger Sub or
the Company in respect of this Agreement based upon any arrangement or agreement
made by or on behalf of such Stockholder.
Section 2.6 Reliance by Parent and Merger Sub. Such Stockholder
understands and acknowledges that Parent and Merger Sub are entering into the
Merger Agreement in reliance upon such Stockholder's execution and delivery of
this Agreement.
ARTICLE 3
COVENANTS OF STOCKHOLDERS
Each Stockholder hereby covenants and agrees that:
Section 3.1 No Interference; No Transfers. Except pursuant to the terms
of this Agreement, such Stockholder shall not, without the prior written consent
of Parent or Merger Sub, directly or indirectly, (i) grant any proxies or enter
into any voting trust or other agreement or arrangement with respect to the
voting of any Subject Shares in a manner inconsistent with the terms of this
Agreement, (ii) voluntarily take any action that would or is reasonably likely
to (A) make any representation or warranty contained herein untrue or incorrect
in any material respect or (B) have the effect in any material respect of
preventing such Stockholder from performing its obligations under this Agreement
or (iii) voluntarily sell, assign, transfer, encumber or otherwise dispose of,
or enter into any contract, option or other arrangement or understanding with
respect to the direct or indirect sale, assignment, transfer, encumbrance or
other disposition of, any Subject Shares during the term of this Agreement
except for transfers (A) to any person or entity who is subject to this
Agreement or who becomes bound hereby as a Stockholder by operation of law or by
becoming party to and being bound by the terms of this Agreement as a
Stockholder incident to such transfer or (B) to charitable organizations,
provided such shares constitute, in the aggregate (including all shares so
transferred to charitable organizations by all Stockholders from the date
hereof), not more than 250,000 shares of the outstanding Class A Common Stock
and Class B Common Stock (the "Cap"), and provided further that any shares
transferred to any charitable organization on the terms and conditions of clause
(iii)(A) above shall not be counted toward the Cap. For purposes of this Section
3.1, the term "sell" or "sale" or any derivatives thereof shall include (i) a
sale, transfer or disposition of record or beneficial ownership, or both and
(ii) a short sale with respect to Common Stock or substantially identical
property, entering into or acquiring an offsetting derivative contract with
respect to Common Stock or substantially identical property, entering into or
acquiring a futures or forward contract to deliver Common Stock or substantially
identical property or entering into any transaction that has the same effect as
any of the foregoing.
Section 3.2 Other Transactions. Such Stockholder shall not, directly or
indirectly, (i) take any action to solicit or initiate any Acquisition Proposal
or (ii) engage in negotiations with, or disclose any nonpublic information
relating to the Company or any of its subsidiaries or afford access to the
properties, books or records of the Company or any of its subsidiaries to, any
Person that may be considering making, or has made, an Acquisition Proposal or
has agreed to endorse an Acquisition Proposal. Such Stockholder shall promptly
notify Parent and Merger Sub after receipt of an Acquisition Proposal or any
request for nonpublic information relating to the Company or any of its
subsidiaries or for access to the properties, books or records of the Company or
any of its subsidiaries by any Person that may be considering making, or has
made, an Acquisition Proposal and shall advise Merger Sub of the status and
material details of any such Acquisition Proposal or request.
Section 3.3 Appraisal Rights. Such Stockholder shall not exercise any
rights (including, without limitation, under Section 262 of the General
Corporation Law of the State of Delaware) to demand appraisal of any Subject
Shares which may arise with respect to the Merger.
Section 3.4 Further Assurances. Parent, Merger Sub and each Stockholder
shall each execute and deliver, or cause to be executed and delivered, all
further documents and instruments and use its reasonable 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.
ARTICLE 4
MISCELLANEOUS
Section 4.1 Amendments; Termination. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement or
in the case of a waiver, by the party against whom the waiver is to be
effective. This Agreement shall terminate on the earlier of (i) the Effective
Time and (ii) the date of termination of the Merger Agreement in accordance with
its terms; provided that this Article 4 shall survive any such termination.
Section 4.2 Expenses. All costs and expenses incurred in connection
with this Agreement shall be paid by the party incurring such cost or expense.
Section 4.3 Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto, except that each of Parent and
Merger Sub may transfer or assign its rights and obligations to any Affiliate of
Parent; provided further that no such transfer or assignment shall relieve
Parent or Merger Sub of its obligations hereunder.
Section 4.4 Governing Law. This Agreement and all other matters related
to or arising from this Agreement shall construed in accordance with and
governed by the laws of the State of Delaware.
Section 4.5 Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
Section 4.6 Severability. If any term, provision or covenant of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions and
covenants of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
Section 4.7 Interpretation. The headings contained in this Agreement
are for convenience of reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Whenever the words "include,"
"includes," or "including" are used in this Agreement, they shall be deemed to
be followed by the words "without limitation." Other than Section 1.1(c), this
Agreement is an agreement between each of the Stockholders, on the one hand, and
the Parent and Merger Sub, on the other hand, and is not an agreement among the
Stockholders.
Section 4.8 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement is
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof in addition to any other
remedy to which they are entitled at law or in equity. It is accordingly agreed
that each party hereto will waive, in any action for specific performance, the
defense of adequacy of a remedy at law.
Section 4.9 Acknowledgment. Each of Parent and Merger Sub acknowledges
that each Stockholder signs solely in its capacity as the record and/or
beneficial (as applicable) owner of the Subject Shares and nothing herein shall
limit or affect any actions taken by such Stockholder, or require such
Stockholder to take any action, in his or her capacity as an officer or director
of the Company including to disclose information acquired solely in his or her
capacity as an officer or director.
Section 4.10 Merger Agreement. The obligations of the Stockholders
hereunder are subject to there not having been any change, by amendment or
waiver, by any party to the Merger Agreement to the material terms of the Merger
Agreement in a manner materially adverse to the Stockholders without the prior
written consent of Stockholders holding a majority of the Subject Shares. For
purposes of this Section 4.10, each of the following changes, by amendment or
waiver (as applicable), in the following terms and conditions of the Merger
Agreement which require the Company's consent shall, without excluding other
possibilities, be deemed to be a change to the material terms of the Merger
Agreement in a manner materially adverse to the Stockholders: (A) a change in
the Termination Date; (B) a change which decreases the Merger Consideration; (C)
a change to the form of Merger Consideration (other than by adding
consideration); and (D) an imposition of any condition to the Merger in addition
to those set forth in the Merger Agreement.
[signatures follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
XXXXXX ACQUISITION, INC.`
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxx
------------------------------------
Name: Xxxxxxx Xxx
Title: Senior Vice President
XXXXXX ACQUISITION MERGER SUB., INC.
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx Xxx
------------------------------------
Name: Xxxxxxx Xxx
Title: Senior Vice President
Class of Common Stock Subject Shares Owned STOCKHOLDERS
Class B 244,206 /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx
Class B 267,778 /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx
Class B 621,464 /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx
Class B 174,418 /s/ Xxx Xxxxx Berylson
--------------------------------------------------
Xxx Xxxxx Berylson
Class B 96 /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx
Class B 6,685 /s/ Xxxxxxxx X. Xxxxxxxx
--------------------------------------------------
Xxxxxxxx X. Xxxxxxxx
Class B 144,463 /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx
Class A 7,980
Class B 156,056 /s/ Xxxxx Xxxxx Xxxx
--------------------------------------------------
Xxxxx Xxxxx Xxxx
Class B 5,287 /s/ Xxxxx X. Xxxx
--------------------------------------------------
Xxxxx X. Xxxx
Class A 8,491
Class B 13,039 /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx
Class B 144,627 /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx
Class B 3,205 PHILADELPHIA EAGLES, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx
Class B 10,028 /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Guardian of Julian X.X. Xxxxx
Class B 10,028 /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Guardian of Xxxxxx X. Xxxxx
Class B 189,770 XXXXX MANAGEMENT COMPANY TRUST
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, Trustee
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, Trustee
Class B 86,991 XXXXXX REALTY COMPANY TRUST
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, Trustee
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, Trustee
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, Trustee
Class B 144,301 XXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST -- 15 YEARS
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
Class B 28,997 XXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST -- 7 YEARS f/b/o
XXX XXXXX BERYLSON
By: /s/ Xxx Xxxxx Berylson
--------------------------------------------------
Xxx Xxxxx Berylson, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 28,997 XXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST -- 7 YEARS f/b/o
XXXXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 28,997 XXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST -- 7 YEARS f/b/o
XXXXX XXXXX XXXX
By: /s/ Xxxxx Xxxxx Xxxx
--------------------------------------------------
Xxxxx Xxxxx Xxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 39,090 XXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST -- 5 YEARS f/b/o
XXX XXXXX BERYLSON
By: /s/ Xxx Xxxxx Berylson
--------------------------------------------------
Xxx Xxxxx Berylson, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
Xxxx X. Xxxx, as Trustee and not
individually
Class B 39,091 XXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST -- 5 YEARS f/b/o
XXXXXX X. XXXXX
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 39,090 XXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST -- 5 YEARS f/b/o
XXXXX XXXXX XXXX
By: /s/ Xxxxx Xxxxx Xxxx
--------------------------------------------------
Xxxxx Xxxxx Xxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 59,529 XXX XXXXX BERYLSON GRANTOR RETAINED ANNUITY TRUST
By: /s/ Xxx Xxxxx Berylson
--------------------------------------------------
Xxx Xxxxx Berylson, as Trustee and not
individually
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Trustee and not
individually
Class B 18,078 XXX XXXXX BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o
XXXXXXXX X. XXXXXXXX
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 18,078 XXX XXXXX BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o
XXXXX X. XXXXXXXX
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 18,078 XXX XXXXX BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o
XXXXXXXXX X. XXXXXXXX
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 5,376 J-J-E 1988 TRUST f/b/o XXXXXXXX X. XXXXXXXX U/D/T dated 11/1/88
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 5,376 J-J-E 1988 TRUST f/b/o XXXXXXXXX X. XXXXXXXX U/D/T dated
11/1/88
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 5,376 J-J-E 1988 TRUST f/b/o XXXXX X. XXXXXXXX U/D/T dated 11/1/88
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 52,360 XXXXXX X. XXXXX GRANTOR RETAINED ANNUITY TRUST
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx, as Trustee and not
individually
Class B 16,070 XXXXXX X. XXXXX 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o
XXXXXXXXX X. XXXXX
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 16,069 XXXXXX X. XXXXX 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o XXXX
X. XXXXX
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 16,069 XXXXXX X. XXXXX 1998 GRANTOR RETAINED ANNUITY TRUST f/b/x
XXXXXXX X. XXXXX
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 4,741 XXXXXX XXXXX AND XXXX XXXXX 1994 CHILDREN'S TRUST f/b/o
XXXXXXXXX X. XXXXX U/D/T dated 12/1/94
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 4,741 XXXXXX XXXXX AND XXXX XXXXX 1994 CHILDREN'S TRUST f/b/o XXXX
X. XXXXX U/D/T dated 12/1/94
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 4,741 XXXXXX XXXXX AND XXXX XXXXX 1994 CHILDREN'S TRUST f/b/x
XXXXXXX X. XXXXX U/D/T dated 12/1/94
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 36,594 XXXXX XXXXX XXXX GRANTOR RETAINED ANNUITY TRUST
By: /s/ Xxxxx Xxxxx Xxxx
--------------------------------------------------
Xxxxx Xxxxx Xxxx, as Trustee and not
individually
By: /s/ Xxxxx X. Xxxx
--------------------------------------------------
Xxxxx X. Xxxx, as Trustee and not
individually
Class B 23,803 XXXXX XXXXX XXXX 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o
XXXXXXX X. XXXX
By: /s/ Xxxxx X. Xxxx
--------------------------------------------------
Xxxxx X. Xxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 23,802 XXXXX XXXXX XXXX 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o
XXXXXX X. XXXX
By: /s/ Xxxxx X. Xxxx
--------------------------------------------------
Xxxxx X. Xxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 6,199 XXXXX AND XXXXX XXXX 1988 CHILDREN'S TRUST f/b/o XXXXXXX X.
XXXX U/D/T dated 11/1/88
By: /s/ Xxxxx X. Xxxx
--------------------------------------------------
Xxxxx X. Xxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 6,199 XXXXX AND XXXXX XXXX 1988 CHILDREN'S TRUST f/b/o XXXXXX X.
XXXX U/D/T dated 11/1/88
By: /s/ Xxxxx X. Xxxx
--------------------------------------------------
Xxxxx X. Xxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 974,134 TRUST U/W/O XXXXXX XXXXX f/b/o
XXXXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
Class B 974,134 TRUST U/W/O XXXXXX XXXXX f/b/o
XXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
Class B 183,793 C-J-P TRUST f/b/o XXXXX XXXXX U/I/T dated 12/10/73
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ CathyJ. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
Individually
Class B 183,793 C-J-P TRUST f/b/o XXXXX XXXXX U/I/T dated 12/10/73
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ CathyJ. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
Individually
Class B 24,104 XXXXXXX X. XXXXX 1976 TRUST f/b/o XXX XXXXX BERYLSON U/D/T
dated 12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx a/k/a Xxxxx X. Xxxxx,
as Trustee and not individually
Class B 48,208 XXXXXXX X. XXXXX 1976 TRUST f/b/o XXXXX XXXXX XXXX U/D/T dated
12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx a/k/a Xxxxx X. Xxxxx,
as Trustee and not individually
Class B 48,208 XXXXXXX X. XXXXX 1976 TRUST f/b/o XXXXXX X. XXXXX U/D/T dated
12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx a/k/a Xxxxx X. Xxxxx,
as Trustee and not individually
Class B 12,052 XXXXXX XXXXX D-R-A 1976 TRUST f/b/o XXX XXXXX BERYLSON U/D/T
dated 12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx a/k/a Xxxxx X. Xxxxx,
as Trustee and not individually
Class B 24,104 XXXXXX XXXXX D-R-A 1976 TRUST f/b/o XXXXX XXXXX XXXX U/D/T
dated 12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx a/k/a Xxxxx X. Xxxxx,
as Trustee and not individually
Class B 24,104 XXXXXX XXXXX D-R-A 1976 TRUST f/b/o XXXXXX X. XXXXX U/D/T
dated 12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx a/k/a Xxxxx X. Xxxxx,
as Trustee and not individually
Class B 96,416 XXXXX XXXXX MARKS 1976 TRUST f/b/o XXXXX X. XXXXX U/D/T dated
12/16/76
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
Class B 96,416 XXXXX XXXXX MARKS 1976 TRUST f/b/o XXXXX X. XXXXX U/D/T dated
12/16/76
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
Class B 48,208 XXXXXX XXXXX J-C-P 1976 TRUST f/b/o XXXXX X. XXXXX U/D/T dated
12/16/76
By: /s/ Xxxxx Xxxxx Marks
--------------------------------------------------
Xxxxx Xxxxx Marks, as Trustee and not
individually
Class B 48,208 XXXXXX XXXXX J-C-P 1976 TRUST f/b/o XXXXX X. XXXXX U/D/T dated
12/16/76
By: /s/ Xxxxx Xxxxx Marks
--------------------------------------------------
Xxxxx Xxxxx Marks, as Trustee and not
individually
Class B 20,058 XXXXXXX X. XXXXX FAMILY TRUST U/W/O XXXXXX X. XXXXX f/b/o
XXXXX XXXXX XXXX
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
Class B 30,074 XXXXX X. XXXXX TRUST U/W/O XXXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
Class B 10,388 A-D-R CHARITABLE FOUNDATION AND TRUST U/D/T dated 11/1/68
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx a/k/a Xxxxx X. Xxxxx,
--------------------------------------------------
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 59,669 XXXXXX X. XXXXX FAMILY TRUST U/I/T dated 4/15/58 f/b/o XXXXX
X. XXXXX, ET AL
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
Class B 59,669 XXXXXX X. XXXXX FAMILY TRUST U/I/T dated 4/15/58 f/b/o XXXXX
X. XXXXX, ET AL
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
individually
Class B 48,208 XXX XXXXX BERYLSON 1978 INSURANCE TRUST
By: /s/ Xxx :Xxxxx Berylson
--------------------------------------------------
Xxx Xxxxx Berylson, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 48,208 XXXXXX X. XXXXX 1978 INSURANCE TRUST
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 48,208 XXXXX XXXXX XXXX 1978 INSURANCE TRUST
By: /s/ Xxxxx Xxxxx Xxxx
--------------------------------------------------
Xxxxx Xxxxx Xxxx, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------------------------
Xxxx X. Xxxx, as Trustee and not
individually
Class B 4,000 XXXXXXX AND XXXXX XXXXX FAMILY FOUNDATION
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
Class B 6,500 XXXXXXX AND XXXXX XXXXX 1990 CHARITABLE TRUST
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
Individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxx, as Trustee and not
Individually
Class B 31,000 XXXXX XXXXX MARKS FAMILY FOUNDATION
By: /s/ Xxxxx Xxxxx Marks
--------------------------------------------------
Xxxxx Xxxxx Marks, as Trustee and not
individually
Class B 7,809 C.J.L. CHARITABLE FOUNDATION
By: /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Xxxxx X. Xxxxx, as Trustee and not
individually
Class B 15,500 XXX XXXXX AND XXXX X. XXXXXXXX CHARITABLE FOUNDATION
By: /s/ Xxx Xxxxx Berylson
--------------------------------------------------
Xxx Xxxxx Berylson, as Trustee and not
individually
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Trustee and not
Individually
Class B 31,000 XXXXXX AND XXXX XXXXX CHARITABLE FOUNDATION
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx, as Trustee and not
individually
By: /s/ Xxxx Xxxxx Xxxxx
--------------------------------------------------
Xxxx Xxxxx Xxxxx, as Trustee and not
Individually
Class B 31,000 XXXX FAMILY CHARITABLE FOUNDATION
By: /s/ Xxxxx Xxxxx Xxxx
--------------------------------------------------
Xxxxx Xxxxx Xxxx, as Trustee and not
individually
By: /s/ Xxxxx X. Xxxx
--------------------------------------------------
Xxxxx X. Xxxx, as Trustee and not
Individually
Class B 6,686 /s/ Xxx Xxxxx Berylson
--------------------------------------------------
Xxx Xxxxx Berylson, as Guardian of Xxxxx X.
Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Guardian of Xxxxx X.
Xxxxxxxx
Class B 6,686 /s/ Xxx Xxxxx Berylson
--------------------------------------------------
Xxx Xxxxx Berylson, as Guardian of Xxxxxxxxx X.
Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxxx, as Guardian of Xxxxxxxxx X.
Xxxxxxxx
Class B 6,686 /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx, as Guardian of Xxxxxxxxx X.
Xxxxx
/s/ Xxxx Xxxxx Xxxxx
--------------------------------------------------
Xxxx Xxxxx Xxxxx, as Guardian of Xxxxxxxxx X.
Xxxxx
Class B 6,686 /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx, as Guardian of Xxxx X.
Xxxxx
/s/ Xxxx Xxxxx Xxxxx
--------------------------------------------------
Xxxx Xxxxx Xxxxx, as Guardian of Xxxx X.
Xxxxx
Class B 6,686 /s/ Xxxxxx X. Xxxxx
--------------------------------------------------
Xxxxxx X. Xxxxx, as Guardian of Xxxxxxx X.
Xxxxx
/s/ Xxxx Xxxxx Xxxxx
--------------------------------------------------
Xxxx Xxxxx Xxxxx, as Guardian of Xxxxxxx X.
Xxxxx
TOTAL CLASS B: 6,038,586
TOTAL CLASS A: 16,471
