XXXXX HOLDING CORP.
SHAREHOLDER'S AGREEMENT
THIS SHAREHOLDER'S AGREEMENT (hereinafter referred to as this "Agreement") is
made this 29th day of May, between Xxxxx Xxxxx, (hereinafter referred to as
"Xxxxx") and Xxxxx Holding Corp., (hereinafter referred to as "RHC"), a
California corporation, Xxxxxx Xxxx Xxxxx, Xxxxxxx Xxxxxx Xxxxx, and RAM
Investments (with Xxxxx Xxxxx as Trustee).
WITNESSETH
WHEREAS, RHC has authorized capital stock consisting of 45,000,000
shares of common stock at no par value (the "Common Stock") of which the
following shares of Common Stock are presently issued, outstanding and owned of
record and beneficially by Xxxxx as follows:
Shareholders Shares
RAM Investments 11,358,222
(Xxxxx Xxxxx Trustee)
Total
WHEREAS, the parties hereto believe it is desirable and in their mutual
best interests to control the ownership of the Common Stock of RHC and that the
execution of this Agreement will facilitate the continuous, harmonious and
effective management of the affairs, policies, and operations of RHC; and
WHEREAS, the parties intend to allow RHC to purchase Xxxxx'x shares
upon her death; and
WHEREAS, the parties believe that the restrictions that this Agreement
places upon Xxxxx'x shares combined with the number of shares that she controls
entitles her to receive additional consideration if RHC repurchases them; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants, promises, agreements, representations and warranties of the parties
hereto and $10.00 as consideration (copy attached), the parties hereto do hereby
covenant, promise, agree, represent and warrant as follows:
1. Insurance.
RHC shall make application for, take out and maintain in
effect such insurance policies on the life of Xxxxx whenever and in such amounts
as, in the opinion of the Board of Directors of RHC, may be required to fulfill
its obligations under Paragraph 2. Such insurance shall be listed in the Life
Insurance Schedule attached hereto as Schedule A and incorporated by reference
herein (such policies are hereinafter collectively referred to as a "Life
Policy"). RHC shall maintain such Life Policies in full force and effect and
shall not, without the prior written consent of Xxxxx, cancel any Life Policy or
take or omit to take any action which might give rise to the termination or
cancellation thereof. RHC shall pay all premiums on all Life Policies carried by
it pursuant to this Agreement as such premiums may become due and shall, upon
written demand of Xxxxx, give due proof of such payment to Xxxxx within five
days after receipt of such written demand; if any premium on any such Life
Policy is not paid within 20 days after is due date, Xxxxx may pay or cause to
be paid the premium on such Life Policy and shall be entitled to reimbursement
from RHC therefor. RHC may apply any dividends declared on any Life Policies to
the payment of premiums.
2. Purchase and Death.
2.1 Upon the death of Xxxxx (hereinafter referred to as the "Decedent"),
RHC shall purchase, and the Decedent's personal representative(s) and/or
trustee(s) of trust(s) created during Xxxxx'x lifetime shall sell, all of the
shares of Common Stock of Xxxxx owned of record and beneficially by the Decedent
at the time of her death (hereinafter referred to as the "Decedent Shares") or
that were transferred by Xxxxx during her lifetime to trust(s) (hereinafter
referred as the "Trust Shares"). RHC shall, by written notice addressed to the
personal representative(s) of the Decedent or Trustee(s), fix a closing date
(the "Decedent Closing Date") for such purchase, the Decedent Closing Date shall
not be less than ten days after the appointment of such personal
representative(s) or notification to the Trustee(s) nor more than six months
after the date of death of the Decedent. RHC shall purchase the Decedent Shares
on the Decedent Closing Date at a price per share (hereinafter referred to as
the "Decedent Purchase Price") which shall be 125% of the Stated Value (as
defined in Section 3 of this Agreement) per share of the Decedent Shares or as
otherwise determine din Section 3.
2.2 The dollar amount of the Decedent Purchase Price multiplied by the
number of Decedent Shares so owned by the Decedent at the date of death of the
Decedent and/or Trustee Shares (the "Aggregate Decedent Purchase Price") shall
be paid in cash on the Decedent Closing Date to the extent of the cash proceeds
received by RHC under the Life Policies insuring the life of the Decedent
("Insurance Proceeds") and neither the Decedent nor her personal representatives
shall have any right, title or interest in or to the Excess Insurance Proceeds.
In the event that the Aggregate Decedent Purchase Price shall exceed the dollar
amount of Insurance Proceeds (the "Decedent Insurance Purchase Price Cash
Shortfall"), RHC shall pay the Decedent Purchase Price Cash Shortfall in cash.
3. Stated Value.
RHC shall issue a Stated Value every six months. RHC shall determine the
"Stated Value" based on the fair market value as evidenced by the Uniform
Standards of Professional Appraisal Practices ("USPAP"). IF RHC fails to give a
Stated Value for six months, the Stated Value shall be 107.5% of the previous
Stated Value or the fair market value (whichever is greater).
4. Delivery of Certificates.
On the Decedent Closing Date (the "Closing"), the purchase by RHC of the
Shares shall take place at 10:00 a.m. at a location designated by RHC. At the
Closing, the stock certificate or certificates representing the Shares shall be
delivered to RHC duly endorsed in blank, with the signatures thereon guaranteed
by a national bank or member of the New York Stock Exchange, and RHC shall pay
the Purchase Price therefor in cash. If a tender of the Purchase Price in cash
shall be refused, or the stock certificate or certificates representing the
Shares, duly executed and guaranteed, as aforesaid, shall not be so delivered,
then RHC is hereby appointed the attorney-in-fact of the personal
representatives of the Decedent, as the case may be, with full power and
authority to execute, sale and deliver the stock certificate or certificates in
their/her name and stead and to perform any and all other further acts
desirable, necessary or proper in order to transfer such stock certificate or
certificates to RHC in accordance with the terms, provisions and conditions of
this Agreement.
5. Termination
This Agreement shall be perpetual until the happening of the first of any
of the events listed below:
5.1 An agreement in writing between RHC and Xxxxx to terminate this
Agreement.
5.2 The dissolution of RHC.
5.3 In the event that there is a merger, consolidation or share exchange
whereby RHC is not the surviving or successor corporation, as the case may be.
5.4 The adjudication of RHC as bankrupt, the execution by RHC of an
assignment for the benefit of creditors, or the appointment of a receiver for
RHC.
6. Notices. All notices and other communications under this Agreement shall
be in writing and shall be given and deemed to be received when hand-delivered
and a signed receipt is given therefor or mailed registered or certified U.S.
mail, return receipt requested, postage prepaid, and addressed to RHC as
follows: 0000 Xxxxx XxXxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000, to Xxxxx Xxxxx at
000 Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000, to RAM Investments at 000
Xxxxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000, to Xxxxxx Xxxx Xxxxx at 00 Xxxxxx
Xxxx, Xxxxxx, Xxxxxxxxxx 00000, and to Xxxxxxx Xxxxxx Xxxxx at 000 Xxxxxx Xxxx
Xxxx, Xxxxxxxx, Xxxxxxxxxx 00000.
7. Additional Actions and Documents.
Each of the parties hereto agrees to take or cause to be taken such
further actions as are necessary to execute, acknowledge, seal and deliver or
cause to be executed, acknowledged, sealed and delivered such further
instruments and documents as are necessary and to use her/its reasonable efforts
to obtain such requisite consents as any other party may from time to time
reasonably request to fully effectuate the purposes and fulfill the content of
this Agreement.
8. Insertion in Will. Xxxxx agrees to insert in her Will, or to execute a
Codicil thereto, a provision directing and authorizing her personal
representatives to fulfill and comply with the terms, provisions and conditions
of this Agreement and to sell and transfer her shares of Common Stock in
accordance herewith.
9. Transfer of Shares. The parties agree that Xxxxx'x shares may be
transferred as security for any transaction (provided that if RHC elects to
purchase the shares, the proceeds must first be used to pay the debt with the
balance being paid to the certificate holder) or transferred to any trust or
estate planning vehicle within fifteen days notice to the parties without being
bound by the restrictions contained herein. However, when Xxxxx dies, Xxxxxxx
Xxxxxx Xxxxx and Xxxxxx Xxxx Xxxxx agree to be bound by the restrictions
contained herein as to any stock they own at Xxxxx'x death.
10. Miscellaneous.
10.1 This instrument contains the entire, integrated agreement among the
parties and supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein, and no
modification shall be binding upon the party affected unless set forth in
writing and duly executed by each party to this Agreement.
10.2 Xxxxx represents and warrants: that she is the sole owner of the
number of shares of the Common Stock as set forth opposite her signature hereto,
evidenced by the certificate numbers shown immediately after such number of
shares; that all of such shares are free and clear of any and all liens, claims,
charges, security interests or encumbrances of any kind except as reflected by
an endorsements on the certificates; and that she has the full and entire right,
powers and authority to sell or otherwise transfer such shares in accordance
with the terms, provisions and conditions of this Agreement. Xxxxx, however,
discloses that the shares are subject to a contract between Xxxxx and Xxxxx
Xxxxx, Xx. which requires her to vote her shares to elect him as a director if
he instructs her to do so.
10.3 All of the covenants and agreements in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of their
respective heirs, guardians, personal and legal representatives, successors and
permitted assigns.
10.4 This Agreement shall be construed and enforced in accordance with,
and the right of the parties shall be governed by, the laws of the State of
California, without giving effect to its conflict of laws rules.
10.5 In the event that one or more of the provision of this Agreement
shall be invalid, illegal, or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
10.6 In the event of a breach of this Agreement, any nonbreaching party
hereto may maintain an action for specific performance against the party or
parties hereto who are alleged to have breached any of the terms, conditions,
representations, warranties, provisions, covenants or agreements herein
contained, and it is hereby further agreed that no objection to the form of
action in any proceeding for specific performance of this Agreement shall be
raised by any party hereto so that such specific performance of this Agreement
may not be obtained by the aggrieved party. Anything contained herein to the
contrary notwithstanding, this Subsection 10.6 shall not be construed to limit
in any manner whatsoever any other rights and remedies an aggrieved party may
have by virtue of any breach of this Agreement.
10.7 The descriptive headings of the several sections and paragraphs of
this Agreement are inserted for convenience only and do not constitute a party
of this Agreement.
10.8 Unless the context otherwise requires, whenever used in this
Agreement, the singular shall include the plural, the plural shall include the
singular, and the masculine gender shall include the neuter and feminine gender,
and vice versa.
10.9 This Agreement may be executed in counterparts, each of which shall
be an original, but all of which shall together constitute one document.
[signatures on the following page]
IN WITNESS WHEREOF, the parties hereunto have executed, sealed and
delivered this Agreement on the day and year first hereinabove set forth.
Shareholder Number of Certificate
shares owned numbers
RAM Investments 11,358,222
(Xxxxx Xxxxx Trustee)
XXXXX HOLDING CORP. XXXXX XXXXX
BY: /s/ R. Xxxxxxx Xxxxx BY: /s/ Xxxxx Xxxxx
------------------------- ------------------------------
Title: Xxxxx Xxxxx
ATTEST: /s/ Xxxxxxx Xxxxxxx ATTEST: /s/ Xxxxxxx Xxxxxxx
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[CORPORATE SEAL]
XXXXXX XXXX XXXXX XXXXXXX XXXXXX XXXXX
BY: /s/ Xxxxxx Xxxx Xxxxx BY: /s/ Xxxxxxx Xxxxxx Xxxxx
------------------------- ------------------------------
Xxxxxx Xxxx Xxxxx Xxxxxxx Xxxxxx Xxxxx
ATTEST: /s/ Xxxxxxx Xxxxxxx ATTEST: /s/ Xxxxxxx Xxxxxxx
--------------------- ---------------------------
RAM INVESTMENTS, XXXXX XXXXX AS TRUSTEE
BY: /s/ Xxxxx Xxxxx
-------------------------
Xxxxx Xxxxx as Trustee
ATTEST: /s/ Xxxxxxx Xxxxxxx
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