Exhibit 9.1
AGREEMENT OF SHAREHOLDERS
THIS AGREEMENT, dated as of the 19th day of April, 1989, by and among
Vadis Investments, Inc., a Florida corporation (the "Corporation") and its
Shareholders as of this date;
W I T N E S S E T H:
WHEREAS, the parties believe that it is in the best interests of the
Corporation and the Shareholders (as defined in Paragraph 8.5) to make
provisions for the future disposition of their Stock (as defined in Paragraph
8.6), the voting of the Stock to determine the directors of the Corporation and
to provide that such Stock shall be transferable only upon compliance with the
terms hereof;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto, and of the mutual benefits to be gained by the
performance thereof, and for other good and valuable consideration, the parties
covenant and agree as follows:
ARTICLE I
Restriction on Transfer of Stock
1.1 General Rule. No Shareholder nor the spouse of a Shareholder shall
make any Disposition (as defined in Paragraph 1.2) of Stock owned or held by him
except with the written consent of the Corporation and all other Shareholders,
or except as provided in Paragraphs 2.1, 2.2, 2.3, 2.4, 2.5, or 2.6.
Furthermore, even if a Disposition of Stock has not been made, no Spouse of a
Shareholder shall accede to or transfer Stock held in the name of that
Shareholder, if that Spouse predeceases the Shareholder, or divorces the
Shareholder, except
with the written consent of the Corporation and all other Shareholders, or
except as provided in Paragraph 2.3 or 2.4.
1.2 Disposition. The term "Disposition" shall mean any sale,
assignment, gift, exchange, transfer, change in beneficial interest of any
trust, or any other disposition of Stock whatsoever, whether voluntary or
involuntary, direct or indirect, including without limitation the change of
legal and beneficial title of Stock resulting from the death of any Shareholder
or the spouse of any Shareholder and any distribution of Stock from an estate or
trust to any beneficiary thereof, provided that such term shall not include (i)
a mortgage, pledge or other encumbrance of Stock (but such term shall include a
foreclosure or similar action pursuant to any such mortgage, pledge or
encumbrance), or (ii) a sale, assignment, gift, exchange, transfer, change in
beneficial title of any trust, or any other disposition of Stock to a Permitted
Shareholder. The term "Dispose" shall mean to make a Disposition.
1.3 Permitted Shareholder. The term "Permitted Shareholder" shall
mean:
(a) each existing Shareholder who is a party to this Agreement;
(b) any person who is a lineal descendant of A. D. Xxxxx, X. X.
Xxxxx, M. A. Xxxxx or Tine X. Xxxxx;
(c) a Trustee of any trust which, at the applicable time, is more
than 50% Actuarially Held for Permitted Shareholder(s)(as defined in
Paragraph 8.2);
(d) any corporation in which, at the applicable time, each class
of stock is more than 50% owned by a Permitted Shareholder or Permitted
Shareholders; and
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(e) any partnership in which, at the applicable time, each class
of partnership interest is more than 50% owned by a Permitted Shareholder
or Permitted Shareholders; and
(f) any private foundation, as that term is used under Section
509(a) of the Code (as defined in Paragraph 8.4), in which a permitted
Shareholder is a substantial contributor, as that term is used under
Section 507(d)(2) of the Code.
ARTICLE II
Method of Transfer
2.1 Lifetime Disposition.
If any Shareholder (the "Transferring Shareholder") desires to make a
Disposition of all or any part of the Stock held in his name (other than a
Disposition covered in Paragraph 2.2, 2.3, or 2.4), he shall first submit a
written offer (an "Offering Notice") to sell that Stock (the "Offered Stock") to
the Corporation and, if the Corporation does not purchase all that stock, to the
other Shareholders. Further provisions regarding a Disposition under this
paragraph 2.1 are contained in Exhibit A hereto, which is incorporated herein
for all purposes.
2.2 Disposition Upon Death of a Shareholder.
Upon the death of a Shareholder (the "Deceased Shareholder"), if there
exists any Stock in which the Deceased Shareholder makes a Disposition at or by
reason of his death, then the personal representative of the estate of the
Deceased Shareholder shall, within one hundred and eighty (180) days after
qualification, submit a written offer (a "Offering Notice") to sell that stock
(the "Offered Stock") to the Corporation and , if the Corporation does not
purchase all that stock, to the other Shareholders. Further provisions regarding
a Disposition under this paragraph 2.2 are contained in Exhibit B hereto, which
is incorporated herein for all purposes.
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2.3 Disposition Upon Death of a Spouse of a Shareholder.
If the marital relationship of a Shareholder (the "Surviving
Shareholder) is terminated by the death of his spouse (the "Deceased Spouse")
and if the Deceased Spouse has any interest in Stock held in the name of the
Surviving Shareholder at the time of the Deceased Spouse's death which has not
passed to the Surviving Shareholder free of any trust, then the personal
representative of the estate of the Deceased Spouse shall, within one hundred
and eighty (180) days after qualification, submit a written offer (an "Offering
Notice") to sell that stock (the "Offered Stock") to the Surviving Shareholder.
The Offering Notice shall also contain a written offer, if the Surviving
Shareholder does not purchase all of the Offered Stock and if the Deceased
Spouse makes a Disposition at or on her death, to sell the Offered Stock to the
Corporation, and if the Surviving Shareholder and/or the Corporation does not
purchase all of the Offered Stock, to the other Shareholders. Further provisions
regarding a transfer to the Surviving Shareholder or a Disposition under this
paragraph 2.3 are contained in Exhibit C hereto, which is incorporated herein
for all purposes.
2.4 Disposition upon Divorce of a Shareholder.
If the marital relationship of a Shareholder (the "Divorced
Shareholder") is terminated by divorce and if such Shareholder does not succeed
directly to the interest, if any, of his spouse (the "Divorced Spouse") in any
Stock held in the name of the Divorced Shareholder at the time of the divorce,
then the Divorced Spouse shall, within thirty (30) days after the divorce
becomes final, submit a written offer (an "Offering Notice") to sell that stock
(the "Offered Stock") to the Divorced Shareholder, and if the Divorced
Shareholder does not purchase all of the Offered Stock, to the Corporation, and
if the Divorced Shareholder and the Corporation do not purchase all of the
Offered Stock, to the other Stockholders. Further provisions regarding a
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transfer to the Divorced Shareholder and a Disposition under this paragraph 2.4
are contained in Exhibit D hereto, which is incorporated herein for all
purposes.
2.5 Change of a Beneficial Interest in a Trust.
Any Disposition of Stock pursuant to a change of a beneficial interest
in a trust shall be subject to the restrictions set forth in this Agreement, and
in any such event the trustee or trustees holding legal title to the Stock that
has been so Disposed shall be required to effect such Disposition in accordance
with the provisions of paragraph 2.1 (and Exhibit A hereto), as if such party
was a Transferring Shareholder subject to this Agreement, and in such case the
Offering Notice shall specify an address of the trustee or trustees for notices
and other communications hereunder.
2.6 Involuntary Disposition.
Any Disposition of Stock (i) pursuant to a pledge, mortgage or other
encumbrance of Stock granted by a Shareholder to secure a debt or other
obligation, (ii) pursuant to a bankruptcy or insolvency proceeding of a
Shareholder or a spouse of a Shareholder, (iii) pursuant to judicial order,
legal process, execution or attachment or (iv) any involuntary Disposition not
otherwise provided for herein shall be subject to the restrictions set forth in
this Agreement, and in any such event the party demanding the Disposition shall
be required to effect such Disposition in accordance with the provisions of
paragraph 2.1 (and Exhibit A hereto), as if such party was a Transferring
Shareholder subject to this Agreement, and in such case the Offering Notice
shall specify an address of the party demanding the Disposition for notices and
other communications hereunder.
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ARTICLE III
Purchase Price
3.1 Amount of Purchase Price. The Purchase Price per share to be paid
by the Corporation or a Shareholder (the "Purchaser") for the purchase of Stock
pursuant to this Agreement to the party offering that stock (the "Seller") shall
be:
(a) for purposes of Paragraphs 2.1, 2.3, and 2.4 either (as
determined by the Purchaser) (1) Fair Market Value Per Share (as defined in
Paragraph 3.2) times one plus the product of (i) the Federal Short Term
Rate in effect under 1274(d)(1)(C)(i) of the Code on the Determination Date
(as defined in Paragraph 3.3), compounded semiannually, times (ii) the
number of days from the Determination Date to the closing divided by 365 or
(2) the Offering Price, if the transaction requires the designation of the
Offering Price specified in the Offering Notice of the Seller (provided, if
the Offering Price is elected by the Purchaser, the Purchaser must purchase
the Stock on the same terms specified in the Offering Notice); and
(b) for purposes of Paragraph 2.2, Fair Market Value Per Share
times one plus the product of (i) the Federal Short Term Rate in effect
under 1274(d)(1)(C)(i) of the Code on the Determination Date, compounded
semiannually, times (ii) the number of days from the Determination Date to
the closing divided by 365.
3.2 Fair Market Value Per Share of Stock. The Fair Market Value Per
Share of Stock shall be determined as follows:
(a) Fair Market Value Per Share of Stock is the price on the
Determination Date which the shares of stock that are being offered by the
Seller, divided by the number of shares so offered, would change hands
between a willing buyer and a willing seller, neither being under any
compulsion to buy or to sell, and both have
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reasonable knowledge of relevant facts, including, but not limited to, all
facts relevant for determining under Section 2031 and Section 2512 under
the Code the fair market value of closely held stock.
(b) If there is any dispute as to the amount of Fair Market Value
Per Share of Stock, that dispute shall be resolved pursuant to the
arbitration procedures outlined in Exhibit F hereto, which is incorporated
herein for all purposes. Upon the giving of notice by any party to all
other parties to the Disposition of Stock, as to the existence of that
dispute, the time limits specified for Response Notices, Closings and other
notices required in this Agreement shall be suspended, until that dispute
is resolved under the procedures outlined in Exhibit F hereto.
3.3 Determination Date. The term "Determination Date" shall mean (i)
in the case of the death of a Shareholder or the spouse of a Shareholder, the
date of death, (ii) in the case of a Disposition of Stock pursuant to Paragraph
2.1, the date the first Offering Notice is required to be delivered in
connection with such Disposition and (iii) in the case of the divorce of a
Shareholder, the date of the divorce decree.
ARTICLE IV
Transfer of Stock
The Purchase Price of Stock purchased by the Corporation or a
Purchasing Shareholder pursuant to this Agreement shall be paid at the time of
closing of the purchase in accordance with Exhibit E hereto, which is
incorporated herein for all purposes. In order to effect the transfer of Stock
purchased pursuant to this Agreement, each of the following shall occur at the
closing: (i) delivery of the certificates representing such Stock endorsed in
blank by the seller, (ii) registration of the transfer of such Stock on the
books of the Corporation and (iii) issuance to the purchaser of new certificates
representing the Stock issued in the name of the
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purchaser, legended in accordance with Paragraph 8.3. Such new certificates
shall be delivered to the purchaser if all of the Purchase Price is paid in cash
and to the seller if a part of the Purchase Price is paid by the issuance of a
Note and any pledge agreement executed by the purchaser to secure such Note so
requires.
ARTICLE V
Corporate Surplus
If at the time the Corporation is to make payment of the Purchase
Price for the shares of Stock it desires to purchase hereunder, the surplus of
the Corporation should prove to be insufficient (under the existing law) to
permit the Corporation to purchase such Stock, then the Shareholders agree to
perform such acts, execute such instruments and vote their shares in such manner
as may be necessary to increase such surplus to an amount sufficient to permit
the Corporation to purchase such Stock, provided that the foregoing shall not
require the contribution of additional funds to the Corporation by the
Shareholders, and further provided that if after having been increased as herein
required such surplus shall nevertheless prove to be insufficient to permit the
Corporation to purchase some portion of such Stock, the Shareholders may
purchase such portion of Stock at the price and upon the terms fixed for the
purchase by the Corporation.
ARTICLE VI
Termination
This Agreement shall terminate upon the occurrence of any of the
following events:
(a) The bankruptcy, receivership or dissolution of the
Corporation.
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(b) The vote for such termination by at least eighty percent
(80%) of the Stock held by the Shareholders.
ARTICLE VII
Certain Voting Matters Related to Determining Directors
The Shareholders hereby agree to vote all Stock owned by them in
accordance with, and to effect and carry out, the following provisions:
(a) The Corporation shall have a Board of Directors (the "Board")
composed of up to eight individuals (except to the extent increased as
provided in subparagraph (a)(iii) below), who shall be nominated as
follows:
(i) Up to three members of the Board shall be comprised of those
of A.D. Xxxxx, X.X. Xxxxx and M.A. Xxxxx (collectively, the "remaining
Founders") who desire to serve on the Board. Any of those three so desiring
shall notify the Corporation that he shall stand for election to the Board
prior to or at the regularly scheduled Annual Meeting of Shareholders (the
"Annual Meeting"). If such notice is given prior to the next regularly
scheduled Annual Meeting, a vacancy shall be deemed to exist on the Board
which shall be automatically filled by such remaining Founder.
(ii) Five additional members of the Board shall be nominated by
the Board in office immediately prior to the Annual Meeting. At least four
of such five nominees shall be members of a group comprised of the lineal
descendants (and the spouses of lineal descendants) of A. D. Xxxxx, X. X.
Xxxxx, M. A. Xxxxx and Tine X. Xxxxx (the "Founders"). Among such nominees
shall be at least one lineal descendant (or his spouse) of each Founder
whose ownership of Stock, taken together with the aggregate
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shares of Stock then owned by that Founder's Affiliated Group (as defined
in paragraph 8.7) equals or exceeds 10% of the issued and outstanding
shares of Stock.
(iii) In the event that at any time the aggregate shares of Stock
owned by any Founder and that Founder's Affiliated Group exceed more than
50% of the issued and outstanding shares of Stock, the lineal descendant of
such Founder then serving as a Director pursuant to the provisions of
subparagraph (ii) above shall so notify the Corporation and shall
immediately and thereafter have the right to nominate a sufficient number
of additional Directors to the Board so that, when voting with such
Director, the total number of such votes shall constitute a majority of the
full Board. If such notice is given prior to the next regularly scheduled
Annual Meeting, vacancies shall be deemed to exist on the Board which shall
be automatically filled by the nominated individuals.
(b) Any vacancy on the Board occurring by reason of death,
resignation or removal of a Director (other than a Founder serving pursuant
to the provisions of subparagraph (i) above), or otherwise, shall be filled
by the remaining Directors for the unexpired term from among individuals
who are qualified to be nominated for such position pursuant to the
provisions of subparagraph (a) above.
ARTICLE VIII
Definitions and Miscellaneous
8.1 Trusts. The term "trusts" or "trust" includes all trusts and any
arrangement, although not a trust, that has substantially the same effect as a
trust.
8.2 Actuarially Held. The term "50% Actuarially Held for Permitted
Shareholder(s)" shall mean, at that applicable time, any trust held primarily
for the benefit of a Permitted Shareholder or Permitted Shareholders. In making
that determination the following shall apply:
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(a) A trust, at the applicable point in time, is "50% Actuarially
Held for Permitted Shareholder(s)" when more than fifty percent (50%) of
the actuarial value of the beneficial interests of the trust which are not
to be ignored pursuant to subparagraphs 8.2(b), (c), and (d) below ("the
Relevant Interests") are held for a Permitted Shareholder or Permitted
Shareholders. The actuarial value of the Relevant Interests will be more
than fifty percent (50%) held for a Permitted Shareholder or Permitted
Shareholders, at that time, if the value of the Relevant Interests which
are held for a Permitted Shareholder or Permitted Shareholders have a
higher value than those Relevant Interests not so held. For purposes of
making that comparison, those Relevant Interests held for Permitted
Shareholder(s) shall be aggregated and those Relevant Interests not so held
shall be aggregated, and both Relevant Interests so aggregated shall be
valued as they would be valued under Section 2512(a) of the Code, if those
aggregated interests could be given and were then given (even, if under the
terms of the trust those interests cannot be given).
(b) For purposes of making that determination, the beneficial
interest of a spouse of a Permitted Shareholder under a trust not created
pursuant to or as a result of a divorce shall be ignored. A spouse of a
Permitted Shareholder shall be any person who is then lawfully married to a
Permitted Shareholder, or was married to a Permitted Shareholder at that
Permitted Shareholder's death.
(c) For purposes of making that determination, the beneficial
interest of a charity or charities under a trust shall be ignored. A
charity, for purposes of this subparagraph (c), is an organization which
would qualify for a charitable deduction under Section 2522 of the Code, if
a gift was made to that organization.
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(d) For purposes of making that determination, an interest under
a trust which may be appointed by a special or general power of appointment
to a spouse of a Permitted Shareholder (as defined in subparagraph 8.2(b)
above), a Permitted Shareholder, or a charity (as defined in subparagraph
8.2(c) above) shall be ignored.
(e) The Corporation is empowered (but not required) to certify
whether any trust is 50% Actuarially Held for Permitted Shareholder(s),
whenever such certification is requested by a Trustee of that trust. all
interested persons are entitled to rely upon that certification. The
Corporation may act (or not act) in its discretion and shall be liable only
for fraud or acts or omissions in bad faith.
8.3 Lineal Descendants. The term "lineal descendants" of the person
designated does not include an adopted person, nor does it include that adopted
person's lineal descendants by natural birth or adoption.
8.4 The Code. A reference to a provision of "the Code" is to that
provision of the United States Internal Revenue Code of 1986 as then applicable
and to the corresponding provision of any subsequent federal tax law.
8.5 Shareholder. The term "Shareholder" means a holder of record of
Stock at the applicable time.
8.6 Stock. The term "Stock" means capital stock of the Corporation,
and such term shall include any interest (including without limitation a
community property interest) of a spouse of a Shareholder in such capital stock,
whether during the marriage of the Shareholder or after termination of such
marriage by death or divorce.
8.7 That Founders Affiliated Group. The term "that Founder's
Affiliated Group" as used in Article VII means that Founder's (as that term is
defined in Article VII) lineal
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descendants, trustees of trusts which are 50% Actuarially Held for lineal
descendants of that Founder (the determination under this Agreement of whether a
trust is 50% Actuarially Held for lineal descendants of that Founder shall be
done under the same procedures under paragraph 8.2 as if the term "lineal
descendants of that Founder" was substituted for the term "Permitted
Shareholder(s)"), corporation(s) in which each class of stock is more than 50%
owned by one or more lineal descendants of that Founder, and partnership(s) in
which each class of partnership interest is more than 50% owned by one or more
lineal descendants of that Founder.
8.8 Further Actions. Each party hereto agrees to execute and deliver
such documents and take such further actions as may be necessary to effect the
purposes of the objectives of this Agreement.
8.9 Subsequent Shareholders. This Agreement shall be fully applicable
to all who subsequently acquire a community property or any other interest in
shares of Stock, and the provisions of this Agreement shall be fully applicable
to any Stock transferred by a party hereto to any other person as if such person
were a "Shareholder" as that term is used herein. Any person acquiring an
interest in Stock, and every spouse of a Shareholder, whether or not it is
believed that such spouse has or may acquire an interest in Stock, shall execute
and deliver to the Corporation an Addendum Agreement pursuant to which such
person agrees to be bound by all of the terms and provisions of this Agreement,
provided that the failure to execute and deliver such an Addendum Agreement
shall not be deemed to relieve such person of the restrictions imposed by this
Agreement. Any attempted Disposition of Stock in breach of this Agreement shall
be void. Each party hereto acknowledges that a remedy at law for any such breach
or attempted breach would be inadequate, agrees that each other party hereto
shall be entitled to specific performance and injunctive and other equitable
relief in case of any such breach or
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attempted breach and further agrees to waive any requirement for the securing or
posting of any bond in connection with the obtaining of any such injunctive or
other equitable relief.
8.10 Stock Legend. Immediately after execution of this Agreement, each
Shareholder shall deliver to the Corporation the certificates representing the
Stock owned by him (and immediately upon the acquisition in the future of any
additional Stock shall submit the certificates representing such Stock) and the
Corporation will conspicuously endorse on each such certificate a legend reading
substantially as follows:
"ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND
SUBJECT TO THE TERMS AND PROVISIONS OF AN AGREEMENT OF SHAREHOLDERS
DATED AS OF , 1989 AMONG THE CORPORATION AND CERTAIN
--------------
SHAREHOLDERS OF THE CORPORATION. A COPY OF SUCH AGREEMENT IS ON FILE
AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS AND REGISTERED OFFICE
AND MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
BY ACCEPTANCE OF THIS CERTIFICATE THE HOLDER HEREOF AGREES TO BE BOUND
BY THE TERMS OF SUCH AGREEMENT."
The Corporation agrees not to issue certificates representing Stock unless (i)
the foregoing legend is conspicuously endorsed thereon and (ii) if required
pursuant to the provisions of paragraph E of Exhibit D or Paragraph 8.9, an
Addendum Agreement is executed and delivered to the Corporation.
8.11 Arbitration. For the resolution of any dispute under this
Agreement which is not otherwise provided for in this Agreement, the parties to
the dispute shall follow the procedures outlined in Exhibit G hereto, which is
incorporated herein for all purposes.
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8.12 Schedule, Exhibits and Previous Agreements. Attached to this
Agreement is a Schedule A, Exhibit A, Exhibit B, Exhibit C, Exhibit D, Exhibit
E, Exhibit F and Exhibit G, all of which are incorporated in this Agreement for
all purposes. This Agreement shall supersede any and all previous Agreements
between the parties hereto with respect to the purchase, sale of stock and
voting of the Stock. Notwithstanding anything in this Agreement to the contrary,
this Agreement shall be binding on each and every party who executes this
Agreement, even if all shareholders of the Corporation fail to execute this
Agreement.
8.13 Gender. When the context requires, the gender of all words used
herein shall include the masculine, feminine and neuter and the number of all
words shall include the singular and plural.
8.14 Counterparts. This Agreement may be executed in a number of
counterparts, all of which together shall for all purposes constitute one
agreement, binding on all of the parties, notwithstanding that all of the
parties have not signed the same counterpart, and it shall not be necessary to
produce more than one counterpart of this Agreement for evidentiary purposes.
8.15 Assigns. This Agreement shall be binding upon and enure to the
benefit of the parties hereto, their heirs, administrators, executors,
successors and assigns.
8.16 Headings. All headings contained in this Agreement are intended
for convenience only and shall not control or affect the meaning, construction
or effect of this Agreement or of any of the provisions thereof.
8.17 Notices. All notices, offers, acceptances, requests and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered or mailed by certified or registered mail to the
Corporation at its principal office and to
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a Shareholder or other person to whom notice is required to be sent hereunder at
the address set forth in Schedule A to this Agreement or an Addendum Agreement
or to such other address as may be specified in writing by the person to receive
the communication, provided that no party shall be required to give a notice to
a Shareholder who has not executed this Agreement or an Addendum Agreement and
delivered a copy thereof to the Corporation. If the Corporation or any
Shareholder fails to give a Response Notice within the time provided in this
Agreement, a negative Response Notice shall be deemed to have been given by such
party.
8.18 Amendments. This Agreement may be amended at any time or times by
the Corporation and the others who are then parties hereto, provided that no
such amendment shall affect the right of a former Shareholder, Deceased Spouse
or the Corporation to have any purchase of Stock fully carried out as provided
for herein.
8.19 Governing Law. The parties hereto agree that it is their
intention that this Agreement shall be governed by the laws of the State of
Florida regardless of the fact that one or more of them may reside or take
residence outside of the State of Florida.
8.20 Partial Invalidity. If any provision of this Agreement shall be
declared invalid, illegal, unenforceable or void in whole or in part, neither
the validity of the remaining part of such provision nor the validity of any
other provision of this Agreement shall in any way be affected thereby.
EXECUTED as of the date first above written.
VADIS INVESTMENTS
By /s/ H. Xxx Xxxxxxx
------------------------------------------------
H. Xxx Xxxxxxx, President
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Trustee of the XXX Trust created under that
certain trust agreement dated January 3, 1979
By /s/ Xxxxx X. Xxxxx
------------------------------------------------
Xxxxx X. Xxxxx, Trustee
Trustee of the DDS Trust created under
that certain trust agreement dated July 14, 1980
By /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxx X. Xxxxx
Trustee of the Xxxxxxx Xxxxx Xxxxx
Trust "A" created under that certain trust
agreement dated February 15, 1955, as amended
July 19, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida
Trustee
By /s/ A. Xxxx Xxxxx
------------------------------------------------
A. Xxxx Xxxxx, Trustee
By /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxx X. Xxxxx, Trustee
Trustee of the Xxxxxxx Xxxxx Xxxxx Trusts
"B" for the benefit of Xxxxx Xxxxxxxx Xxxxx
III, Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxx Xxxxx
Xxxxx, Xxxxxx X. Xxxxx, and Xxxx Xxxxxxxx
Xxxxx created under that certain trust
agreement dated February 25, 1955, as
amended July 9, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
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By /s/ A. Xxxx Xxxxx
------------------------------------------------
A. Xxxx Xxxxx, Trustee
By /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxx X. Xxxxx, Trustee
Trustee of the DDS Family Trusts for the
benefit of Xxxxx Xxxxxxxx Xxxxx III,
Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxx Xxxxx
Xxxxx, Xxxxxx X. Xxxxx, and Xxxx Xxxxxxxx
Xxxxx created under that certain trust
agreement dated November 20, 1980
By /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxx X. Xxxxx, Trustee
Trustee of the B.R.S. Children's Trust
By /s/ Xxxxx X. Xxxxx III
------------------------------------------------
Xxxxx X. Xxxxx III, Trustee
Trustee of the DANO Trust created under that
certain trust agreement dated June 16, 1980
By /s/ A. Xxxx Xxxxx
------------------------------------------------
A. Xxxx Xxxxx, Trustee
/s/ Xxxx Xxx Xxxxx
------------------------------------------------
Xxxx Xxx Xxxxx
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Trustee of the A. Xxxx Xxxxx Trust "A"
created under that certain trust agreement
dated December 28, 1956, as amended July 9, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ A. Xxxx Xxxxx
------------------------------------------------
A. Xxxx Xxxxx, Trustee
By /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxx, Trustee
Trustee of the A. Xxxx Xxxxx Trust "B" for
the benefit of Xxxxxxxx Xxxxxx Xxxxx and Xxx
Xxxxxxxx Xxxxx created under that certain trust
agreement dated December 28, 1956, as amended
July 9, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ A. Xxxx Xxxxx
------------------------------------------------
A. Xxxx Xxxxx, Trustee
By /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxx, Trustee
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Trustee of the DANO Family Trusts for the benefit
of Xxxxxxxx Xxxxxx Xxxxx and Xxx Xxxxxxxx Xxxxx
created under that certain trust agreement dated
February 27, 1981
By /s/ A. Xxxx Xxxxx
------------------------------------------------
A. Xxxx Xxxxx, Trustee
Trustee of the Xxxxxx X. & Xxxx X. Xxxxxxxx Trust
created under that certain trust agreement dated
December 17, 1973
By /s/ Xxx Xxxxxx Vice President
------------------------------------------------
Xxxxxxx Xxxxx Trust Company, N.A.,
Trustee
By /s/ A. Xxxx Xxxxx
------------------------------------------------
A. Xxxx Xxxxx, Trustee
Trustee of the ADD Trust created under that
certain trust agreement dated April 26, 1979
By /s/ A. Xxxxxx Xxxxx
------------------------------------------------
A. Xxxxxx Xxxxx, Trustee
/s/ Xxx Xxxxxx Xxxxx
------------------------------------------------
Xxx Xxxxxx Xxxxx
-20-
Trustee of the RODA Trust created under that
certain trust agreement dated November 21, 1979
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Xxxxxx X. Xxxxx, Trustee
Trustee of the RODA Family Trusts for the benefit
of Xxxxxxxx Xxxx Xxxxx, Xxxx Xxxxxx Xxxxx and
Jordan Xxxxx Xxxxx created under that certain
trustee agreement dated November 21, 1979
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Xxxxxx X. Xxxxx, Trustee
Trustee of the JD Family Trust for the benefit of
Xxxxxxx Xxxxx DeMolet created under that certain
trust agreement dated May 13, 1985
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Xxxxxx X. Xxxxx, Trustee
Trustee of the MAD Trust created under that
certain trust agreement dated July 13, 1979
By /s/ M. Xxxxxx Xxxxx
------------------------------------------------
M. Xxxxxx Xxxxx, Trustee
-21-
/s/ Xxxxxx Xxxxx Xxxxxxx
------------------------------------------------
Xxxxxx Xxxxx Xxxxxxx
Trustee of the MAD Trust for Xxxxxx Xxxxxxx
created under that certain trust agreement
dated December 27, 1960
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ M. Xxxxxx Xxxxx
------------------------------------------------
M. Xxxxxx Xxxxx, Trustee
Trustee of the Xxxxxx Xxxxxxx Trust "A"
created under that certain trust agreement
dated November 15, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
- 22 -
Trustee of the Xxxxxx Xxxxxxx Trusts "B" for the
benefit of Xxxxxxx Xxx Xxxxxxx, Xxxx Xxxxxx
Xxxxxxx and Xxxxx Xxx Xxxxxxx created under that
certain trust agreement dated November 15, 1965
By
------------------------------------------------
First Union National Bank of Florida,
Trustee
By
------------------------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
By
------------------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
------------------------------------------------
Xxxxxxx Xxx Xxxxxxx
------------------------------------------------
Xxxx Xxxxxx Xxxxxxx
------------------------------------------------
Xxxxx Xxx Xxxxxxx
------------------------------------------------
Xxx X. X'Xxxxxx
-23-
Trustee of the MAD Trust for Xxx X. X'Xxxxxx
created under that certain trust agreement
dated December 27, 1960
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ M. Xxxxxx Xxxxx
------------------------------------------------
M. Xxxxxx Xxxxx, Trustee
Trustee of the Xxx X'Xxxxxx Trust "A"
created under that certain trust agreement
dated November 15, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
Trustee of the Xxx X'Xxxxxx Trusts "B" for the
benefit of Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxxx, and Xxxxxxx X. Xxxxxxx
created under that certain agreement dated
November 15, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
-24-
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
------------------------------------------------
Xxxxxx X. Xxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxx, Custodian for
Xxxxxxxx Xxx Xxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxx, Custodian for
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxx Xxxxxxxx
------------------------------------------------
Xxxxxx Xxxxx Xxxxxxxx
-25-
Trustee of the MAD Trust for Xxxxxx Xxxxxxxx
created under that certain trust agreement
dated December 27, 1960
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ M. Xxxxxx Xxxxx
------------------------------------------------
M. Xxxxxx Xxxxx, Trustee
Trustee of the Xxxxxx Xxxxxxxx Trust "A"
created under that certain trust agreement
dated November 15, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
Trustee of the Xxxxxx Xxxxxxxx Trusts "B"
for the benefit of Xxxxxxx Xxxxxx Xxxxxxxx
and Xxxxx Xxxxxx Xxxxxxxx created under that
certain agreement dated November 15, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
-26-
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxx, Trustee
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxx, Custodian for
Xxxxxxx Xxxxxx Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxx, Custodian for
Xxxxx Xxxxxx Xxxxxxxx
Trustee of the ECD Trust created under that certain
trust agreement dated July 3, 1980
By
------------------------------------------------
Xxxxxx X. Xxxxx-XxXxxxx, Trustee
Trustee of the TWD Trust for ECD created
under that certain trust agreement dated
January 3, 1979
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Trustee
------------------------------------------------
Xxxxxx Xxxxx Xxxxxxx
-27-
Trustee of the TWD Trust for DDL created under that
certain trust agreement dated January 3, 1979
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Trustee
Trustee of the Xxxxxx X. Xxxxxxx Trust "A"
created under that certain trust agreement
dated July 26, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ Xxxxx X. Xxxxx
------------------------------------------------
Xxxxx X. Xxxxx, Trustee
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Xxxxxx X. Xxxxx, Trustee
Trustee of the Xxxxxx X. Xxxxxxx Trust "B"
for the benefit of Xxx Xxxxxx Xxxxxxx, Jr.
created under that certain trust agreement
dated July 26, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
-28-
By /s/ Xxxxx X. Xxxxx
------------------------------------------------
Xxxxx X. Xxxxx, Trustee
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Xxxxxx X. Xxxxx, Trustee
------------------------------------------------
Xxxxxx X. Xxxxxxx, Custodian for
Xxx Xxxxxx Xxxxxxx, Jr.
/s/ Xxxxx Xxxxx Duke
------------------------------------------------
Xxxxx Xxxxx Xxxx
Trustee of the TWD Trust for TDD created under that
certain trust agreement dated January 3, 1979
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Trustee
Trustee of the Xxxxx Xxxx Trust "A" created under
that certain trust agreement dated July 26, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ Xxxxx X. Xxxxx
------------------------------------------------
Xxxxx X. Xxxxx, Trustee
-29-
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Xxxxxx X. Xxxxx, Trustee
Trustees of the Xxxxx Xxxx Trusts "B"
for the benefit of Xxxxxxx Xxxxxxxx Xxxx,
Xxxx Xxxxx Duke and Xxxxxxx Xxxxx Xxxx
created under that certain trust agreement
dated July 26, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ Xxxxx X. Xxxxx
------------------------------------------------
Xxxxx X. Xxxxx, Trustee
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Xxxxxx X. Xxxxx, Trustee
/s/ Xxxxxxx Xxxxxxxx Xxxx
------------------------------------------------
Xxxxxxx Xxxxxxxx Xxxx
/s/ Xxxxx X. Xxxx
------------------------------------------------
Xxxxx X. Xxxx, Custodian for
Xxxxxxx Xxxxxxxx Xxxx
/s/ Xxxxx X. Xxxx
------------------------------------------------
Xxxxx X. Xxxx, Custodian for
Xxxx Xxxxx Duke
-30-
/s/ Xxxxx X. Xxxx
------------------------------------------------
Xxxxx X. Xxxx, Custodian for
Xxxxxxx Xxxxx Xxxx
Trustee of the T.W.D., Jr. Trust created under that
certain trust agreement dated June 23, 1980
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Trustee
Trustee of the TWD Trust for TWD Jr., created under
that certain trust agreement dated January 3,
1979
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Trustee
Trustee of the Tine X. Xxxxx, Xx. Trust "A"
created under that certain agreement
dated July 26, 1965.
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ Xxxxx X. Xxxxx
------------------------------------------------
Xxxxx X. Xxxxx, Trustee
By T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Trustee
-31-
------------------------------------------------
Xxxx X. Xxxxx
Trustee of the Tine X. Xxxxx, Xx. Trust "B"
for the benefit of Xxxxxxxxx Xxxxxxx Xxxxx,
Xxxxxxxxx Xxxxxx Xxxxx, and Xxxxxxxxx Xxxxx
Xxxxx, created under that certain trust
agreement dated July 26, 1965
By /s/ Xxxxx X. Xxxxxx, S.V.P.
------------------------------------------------
First Union National Bank of Florida,
Trustee
By /s/ Xxxxx X. Xxxxx
------------------------------------------------
Xxxxx X. Xxxxx, Trustee
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Trustee
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Custodian for
Xxxxxxxxx Xxxxxxx Xxxxx
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Custodian for
Xxxxxxxxx Xxxxxx Xxxxx
By /s/ T. Xxxxx Xxxxx, Xx.
------------------------------------------------
T. Xxxxx Xxxxx, Xx., Custodian for
Xxxxxxxxx Xxxxx Xxxxx
-32-
Danov Corporation
By /s/ A. Xxxx Xxxxx
------------------------------------------------
President
Estuary Corporation
By /s/ A. Xxxx Xxxxx
------------------------------------------------
President
A.D.D. Investment & Cattle Co.
By /s/ A.D. Xxxxx
------------------------------------------------
President
Spouses of Shareholders
/s/ Xxxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxx X. Xxxxx
------------------------------------------------
Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxxxx
-33-
------------------------------------------------
Xxxxx X. Xxxxxxx
------------------------------------------------
Xxxxx Xxxxxx
------------------------------------------------
Xxxxx Xxxxxxx
------------------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
------------------------------------------------
Xxxxxxxx X. Xxxxx
-34-
SCHEDULE A
Except as provided below in this Schedule A, each Shareholder's address for
purposes of notice is X.X. Xxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000.
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
Trustee of the XXX Trust
created under that certain
trust agreement dated
January 3, 1979 1,136,344.0
---------------------------------------------------------------------------------------
Trustee of the DDS Trust
created under that certain
trust agreement dated
July 14, 1980 306.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxxx Xxxxx
Xxxxx Trust "A" created under
that certain trust agreement
dated February 25, 1955, as
amended July 9, 1965 21,738.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxxx Xxxxx
Xxxxx Trust "B" for the
benefit of Xxxxx Xxxxxxxx
Xxxxx III created under that
certain trust agreement dated
February 25, 1955,
as amended July 9, 1965 16,541.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxxx Xxxxx
Xxxxx Trust "B" for the
benefit of Xxxxxxxx Xxxxx
Xxxxxxxx created under that
certain trust agreement dated
February 25, 1955, as amended
July 9, 1965 16,541.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxxx Xxxxx
Xxxxx Trust "B" for the
benefit of Xxxxx Xxxxx Xxxxx
created under that certain
trust agreement dated February
25, 1955, as amended July 9, 1965 16,540.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxxx Xxxxx
Xxxxx Trust "B" for the
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
benefit of Xxxxxx X. Xxxxx
created under that certain
trust agreement dated February
25, 1955, as amended July 9,1965 16,541.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxxx Xxxxx
Xxxxx Trust "B" for the
benefit of Xxxx Xxxxxxxx Xxxxx
created under that certain
trust agreement dated February
25, 1955, as amended July 9, 1965 16,541.0
---------------------------------------------------------------------------------------
Trustee of the DDS Family
Trust for the benefit of Xxxxx
Xxxxxxxx Xxxxx III created
under that certain trust
agreement dated November 20, 1980 6,542.2
---------------------------------------------------------------------------------------
Trustee of the DDS Family
Trust for the benefit of
Xxxxxxxx Xxxxx Xxxxxxxx
created under that certain
trust agreement dated November
20, 1980 6,662.2
---------------------------------------------------------------------------------------
Trustee of the DDS Family
Trust for the benefit of Xxxxx
Xxxxx Xxxxx created under that
certain trust agreement dated
November 20, 1980 6,452.2
---------------------------------------------------------------------------------------
Trustee of the DDS Family
Trust for the benefit of
Xxxxxx X. Xxxxx created
under that certain trust
agreement dated
November 20, 1980 6,452.2
---------------------------------------------------------------------------------------
Trustee of the DDS Family
Trust for the benefit of Xxxx
Xxxxxxxx Xxxxx created under
that certain trust agreement
dated November 20, 1980 6,662.2
---------------------------------------------------------------------------------------
Xxxxx X. Xxxxx III, Trustee 135 North Bompart
for Jessamine X. X. Xxxxx 2,506.0 Xxxxxxx Xxxxx, XX 00000
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
Xxxxx X. Xxxxx III, Trustee for
Katlin Xxxxxxx Xxxxx Xxxxx 1,118.0 same as above
---------------------------------------------------------------------------------------
Xxxxx X. Xxxxx III, Trustee
for XxXxxx Xxxxxx Xxxxxxx
Xxxxx 580.0 same as above
---------------------------------------------------------------------------------------
Trustee of the Dano Trust
created under that certain
trust agreement dated
June 16, 1980 17,416.0
---------------------------------------------------------------------------------------
Xxxx Xxx Xxxxx 2,634.0
---------------------------------------------------------------------------------------
Trustee of the X. Xxxx Trust
"A" created under that certain
trust agreement dated December
28, 1956, as amended July 9, 1965 30,510.0
---------------------------------------------------------------------------------------
Trustee of the A. Xxxx Xxxxx
Trust "B" for the benefit of
Xxxxxxxx Xxxxxx Xxxxx and Xxx
Xxxxxxxx Xxxxx created under
that certain trust agreement
dated December 28, 1956, as amended
July 9, 1965 72,614.0
---------------------------------------------------------------------------------------
Trustee of the Dano Family
Trust for the benefit of
Xxxxxxxx Xxxxxx Xxxxx created
under that certain trust
agreement dated February 27, 1981 7,148.0
---------------------------------------------------------------------------------------
Trustee of the Dano Family
Trust for the benefit of Xxx
Xxxxxxxx Xxxxx created under
that certain trust agreement
dated February 27, 1981 6,693.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx X. &
Xxxx X. Xxxxxxxx Trust
created under that certain
trust agreement dated
December 17, 1973 6,502.0
---------------------------------------------------------------------------------------
Trustee of the ADD Trust
created under that certain
trust agreement dated
April 26, 1979 809,320.0
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
P.O. Box 17456
Xxx Xxxxxx Xxxxx 162,247.0 Xxxxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the RODA Trust
created under that certain
trust agreement dated
November 21, 1979 148,586.0
---------------------------------------------------------------------------------------
Trustee of the RODA Family
Trust for the benefit of
Xxxxxxxx Xxxx Xxxxx created
under that certain trust
agreement dated November 21, 1979 10,744.0
---------------------------------------------------------------------------------------
Trustee of the RODA Family
Trust for the benefit of Xxxx
Xxxxxx Xxxxx created under
that certain trust agreement
dated November 21, 1979 11,772.0
---------------------------------------------------------------------------------------
Trustee of the RODA Family
Trust for the benefit of
Jordan Xxxxx Xxxxx created
under that certain trust
agreement dated November 21, 1979 11,612.0
---------------------------------------------------------------------------------------
Trustee of the JD Family Trust
for the benefit of Xxxxxxx
Xxxxx Demolet created under
that certain trust agreement
dated May 13, 1985 360.0
---------------------------------------------------------------------------------------
Trustee of the MAD Trust
created under that certain
trust agreement dated
July 13, 1979 563,592.0
---------------------------------------------------------------------------------------
P.O. Box 970553
Xxxxxx Xxxxx Xxxxxxx 17,134.0 Xxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the MAD Trust
for Xxxxxx Xxxxxxx created
under that certain trust
agreement dated
December 27, 1960 10,000.0
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx Xxxxxxx
Trust "A" created under that
certain trust agreement
dated November 15, 1965 36,278.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx Xxxxxxx
Trust "B" for the benefit of
Xxxxxxx Xxx Xxxxxxx created under
that certain trust agreement dated
November 15, 1965 10,893.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx Xxxxxxx
Trust "B" for the benefit of
Xxxx Xxxxxx Xxxxxxx created
under that certain trust
agreement dated November 15, 1965 10,894.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx Xxxxxxx
Trust "B" for the benefit of
Xxxxx Xxx Xxxxxxx created
under that certain trust
agreement dated November 15, 1965 10,894.0
---------------------------------------------------------------------------------------
13130 Hampshire
Xxxxxxx Xxx Xxxxxxx 6,331.0 Ft. Xxxxx, XX 00000
---------------------------------------------------------------------------------------
000 0xx Xxxxxx
Xxxx Xxxxxx Xxxxxxx 6,331.0 Xxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
P.O. Box 970553
Xxxxx Xxx Xxxxxxx 6,331.0 Xxxxx, XX 00000
---------------------------------------------------------------------------------------
0000 X.X. 00xx Xxxxxxx
Xxx X. X'Xxxxxx 16,634.0 Xxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the MAD Trust for
Xxx X. X'Xxxxxx created
under that certain trust
agreement dated December 27, 1960 10,000.0
---------------------------------------------------------------------------------------
Trustee of the Xxx X'Xxxxxx
Trust "A" created under that
certain trust agreement
dated November 15, 1965 36,278.0
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
Trustee of the Xxx X'Xxxxxx
Trust "B" for the benefit of
Xxxxxx X. Xxxxxxx created
under that certain trust
agreement dated
November 15, 1965 8,180.0
---------------------------------------------------------------------------------------
Trustee of the Xxx X'Xxxxxx
Trust "B" for the benefit of
Xxxxxx X. Xxxxxx created
under that certain trust
agreement dated
November 15, 1965 8,180.0
---------------------------------------------------------------------------------------
Trustee of the Xxx X'Xxxxxx
Trust "B" for the benefit of
Xxxxxx X. Xxxxxxx created
under that certain trust
agreement dated
November 15, 1965 8,180.0
---------------------------------------------------------------------------------------
Trustee of the Xxx X'Xxxxxx
Trust "B" for the benefit of
Xxxxxxx X. Xxxxxxx created
under that certain trust
agreement dated
November 15, 1965 8,181.0
---------------------------------------------------------------------------------------
0000 X.X. 00xx Xxxxxx,
Xxxxxx X. Xxxxxxx 6,331.0 Xxxxx, XX 00000
---------------------------------------------------------------------------------------
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx X. Xxxxxx 6,331.0 Xxxxxxx Xxxxx, XX 00000
---------------------------------------------------------------------------------------
0000 X.X. 00xx Xxxxxx,
Xxxxxx X. Xxxxxxx 6,331.0 Xxxxx, XX 00000
---------------------------------------------------------------------------------------
0000 Xxxxxxx Xxxxxx
Xxxxxxx X. Xxxxxxx 6,331.0 Xxxxx, XX 00000
---------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx,
Custodian for
Xxxxxxxx Xxx Xxxxxxx 1,657.0 same as above
---------------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxx,
Custodian for
Xxxxxxx X. Xxxxxxx 526.0 same as above
---------------------------------------------------------------------------------------
0000 Xxxxxxx Xxxx
Xxxxxx Xxxxx Xxxxxxxx 18,634.0 Xxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the MAD Trust for
Xxxxxx Xxxxxxxx created under
that certain trust agreement
dated November 27, 1960 10,000.0
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx Xxxxxxxx
Trust "A" created under that
certain trust agreement dated
November 15, 1965 36,524.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx Xxxxxxxx
Trust "B" for the benefit of
Xxxxxxx Xxxxxx Xxxxxxxx
created under that certain
trust agreement dated
November 15, 1965 40,091.0
---------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx, Custodian for 0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxx Xxxxxxxx 6,821.0 Xxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx, Custodian for
Xxxxx Xxxxxx Xxxxxxxx 6,821.0 same as above
---------------------------------------------------------------------------------------
Trustee of the ECD Trust created Mr. T. Xxxxx Xxxxx
under that certain trust 0000 Xxxxxxx Xxxx, Xxxxx 000
agreement dated July 3, 1980 6,366.0 Xxxxxxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the TWD Trust for
ECD created under that certain
trust agreement dated
January 3, 1977 394,632.0
---------------------------------------------------------------------------------------
6423 River Tide Cove
Xxxxxx Xxxxx Xxxxxxx 36,968.0 Xxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the TWD Trust for
DDL created under that certain Mr. T. Xxxxx Xxxxx
trust agreement dated 0000 Xxxxxxx Xxxx, Xxxxx 000
January 3, 1979 126,714.0 Xxxxxxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx X. Xxxxxxx
Trust "A" created under that
certain trust agreement dated
July 26, 1965 29,309.0 same as above
---------------------------------------------------------------------------------------
Trustee of the Xxxxxx X. Xxxxxxx
Trust "B" for the
benefit of Xxx Xxxxxx Xxxxxxx,
Jr. created under that certain
trust agreement dated July 26, 1965 30,469.0
---------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxx, Custodian for 6423 River Tide Cove
Xxx Xxxxxx Xxxxxxx, Jr. 5,498.0 Xxxxxxx, XX 00000
---------------------------------------------------------------------------------------
0000 Xxxxxxxxx Xxxx
Xxxxx Xxxxx Duke 34,468.0 Xxxxxxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the TWD Trust for
TDD created under that certain T. Xxxxx Xxxxx
trust agreement dated 0000 Xxxxxxx Xxxx, Xxxxx 000
January 3, 1979 126,714.0 Xxxxxxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
Trustee of the Xxxxx Xxxx
Trust "A" created
under that certain trust
agreement dated July 26, 1965 29,309.0
---------------------------------------------------------------------------------------
Trustee of the Xxxxx Xxxx
Trust "B" for the benefit of
Xxxxxxx Xxxxxxxx Xxxx, Xxxx
Xxxxx Xxxx and Xxxxxxx Xxxxx
Xxxx created under that
certain trust agreement
dated July 26, 1965 30,864.0
---------------------------------------------------------------------------------------
Xxxxx X. Xxxx, Custodian 0000 Xxxxxxxxx Xxxx
for Xxxxxxx Xxxxxxxx Xxxx 4,983.0 Xxxxxxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Xxxxx X. Xxxx, Custodian
for Xxxx Xxxxx Xxxx 4,083.0 same as above
---------------------------------------------------------------------------------------
Xxxxx X. Xxxx, Custodian
for Xxxxxxx Xxxxx Xxxx 3,453.0 same as above
---------------------------------------------------------------------------------------
Trustee of the T.W.D., Jr. Trust Mr. T. Xxxxx Xxxxx
created under that certain trust 0000 Xxxxxxx Xxxx, Xxxxx 000
agreement dated June 23, 1980 20,186.0 Xxxxxxxxxxxx, XX 00000
---------------------------------------------------------------------------------------
Trustee of the T.W.D. Trust
for T.W.D., Jr. created under
that certain trust agreement
dated January 3, 1979 126,714.0 same as above
---------------------------------------------------------------------------------------
Trustee of the Tine X. Xxxxx, Xx.
Trust "A" created under that
certain trust agreement dated
July 26, 1965 30,244.0 same as above
---------------------------------------------------------------------------------------
Xxxx X. Xxxxx 694.0 same as above
---------------------------------------------------------------------------------------
Trustee of the Tine X. Xxxxx, Xx.
Trust "B" for the benefit of
Xxxxxxxxx Xxxxxxx Xxxxx,
Xxxxxxxxx Xxxxxx Xxxxx, and
Xxxxxxxxx Xxxxx Xxxxx, created
under that certain trust
agreement dated July 26, 1965 30,856.0
---------------------------------------------------------------------------------------
T. Xxxxx Xxxxx, Xx., Custodian for
Xxxxxxxxx Xxxxxxx Xxxxx 6,494.0 same as above
---------------------------------------------------------------------------------------
T. Xxxxx Xxxxx, Xx., Custodian for
Xxxxxxxxx Xxxxxx Xxxxx 5,595.0 same as above
---------------------------------------------------------------------------------------
T. Xxxxx Xxxxx, Xx., Custodian for
Xxxxxxxxx Xxxxx Xxxxx 4,173.0 same as above
---------------------------------------------------------------------------------------
Danov Corporation 96,950.0
---------------------------------------------------------------------------------------
Estuary Corporation 1,361.0
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Number of Address
Shareholder Shares Held For Notice
---------------------------------------------------------------------------------------
A.D.D. Investment & Cattle Co. 3,456.0
---------------------------------------------------------------------------------------
EXHIBIT A
Further Provisions Regarding A
Disposition Under Paragraphs 2.1, 2.5 and 2.6
In addition to the provisions of paragraph 2.1, 2.5 and 2.6 of the
Agreement, the following provisions shall govern a Disposition made under
paragraphs 2.1, 2.5 and 2.6:
A. The Offering Notice shall be given by the Transferring Shareholder to
the Corporation. The Offering Notice shall state that the Transferring
Shareholder offers to sell the Offered Stock specified therein. The Offering
Notice shall specify (i) the number of shares of Offered Stock involved in the
proposed Disposition, (ii) the proposed sale price (in the case of a sale) (the
"Offering Price") or a description of a proposed Disposition other than a sale,
(iii) the name and address of the prospective purchaser or other transferee and
(iv) other terms of such proposed Disposition, if any.
B. Within thirty (30) days after its receipt of an Offering Notice, the
Corporation shall give written notice (a "Response Notice") to the Transferring
Shareholder as to whether it elects to purchase all or any part of the Offered
Stock. If the Corporation does not elect to purchase all of the Offered Stock,
the Corporation shall give to each of the other Shareholders a copy of the
Offering Notice and its Response Notice, and each of the other Shareholders
shall, within thirty (30) days after the receipt of the Response Notice by the
Corporation, give a Response Notice to the Corporation as to whether he elects
to purchase any of the Offered Stock not to be purchased by the Corporation. The
Corporation shall give a copy of that Response Notice to the Transferring
Shareholder and each other Shareholder who also gave an affirmative Response
Notice. If more than one Shareholder elects to purchase some of the Offered
Stock, it shall be allocated among the Shareholders who desire to purchase it
(the "Purchasing Shareholders") in such proportions as they may agree upon, or
in the absence of such agreement, pro rata according to the relative holdings of
Stock of the Purchasing Shareholders on the Determination Date (as defined in
Paragraph 3.3) for the transaction. Any affirmative Response Notice shall
specify a date and time for the closing of the purchase, which date shall be not
less than forty-five (45) days nor more than sixty (60) days after the giving of
such Response Notice, provided that if more than one party elects to purchase
Offered Stock, the closing shall be held on the date specified in the earliest
affirmative Response Notice. The closing shall take place at the principal
office of the Corporation, or at such other location as the parties may agree
upon, and the Purchase Price (as defined in Paragraph 3.1) shall be paid in
accordance with the provisions of Exhibit E hereto, which is incorporated herein
for all purposes.
C. If the Offered Stock is not all purchased by the Corporation and the
other Shareholders, or any of them, the Transferring Shareholder may make a
Disposition to the transferee named in the Offering Notice of the balance of the
Offered Stock not purchased by the Corporation or the other Shareholders, but
only in strict compliance with the terms therein stated, and thereafter such
Stock shall continue to be subject to the provisions of this Agreement. If the
Transferring Shareholder shall fail to complete such Disposition within
forty-five (45) days following the expiration of the time provided in paragraph
B for the election by the other Shareholders, the Transferring Shareholder shall
be required to submit another Offering Notice pursuant to paragraph A in order
to Dispose of such Stock.
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EXHIBIT B
Further Provisions Regarding A
Disposition Under Paragraph 2.2
In addition to the provisions of paragraph 2.2 of the Agreement, the
following provisions shall govern a Disposition under paragraph 2.2:
A. The Offering Notice shall be given by the personal representative to the
Corporation. The Offering Notice shall state that such personal representative
offers to sell the Offered Stock specified therein.
B. The Offering Notice shall specify (i) the Offered Stock, (ii) the
transferee, if such transferee can then be determined with certainty, to whom
the Offered Stock would be distributed should the Corporation and the
Shareholders fail to purchase any part of it, provided that if such transferee
cannot then be determined with certainty, a list of potential transferees to
whom the Offered Stock may be distributed shall be specified, (iii) if the
personal representative of the estate of the Deceased Shareholder proposes to
Dispose of the Offered Stock otherwise than by distribution to a transferee
named pursuant to the preceding clause (ii), the proposed Offering Price, the
name and address of the prospective transferee and other terms of such proposed
Disposition, if any, and (iv) the address of the personal representative of the
estate of the Deceased Shareholder for notices and other communications
hereunder.
C. If there is a Surviving Spouse with an interest in Stock held in the
name of the Deceased Shareholder, such personal representative shall include in
the Offering Notice a statement specifying a proposed ratio in which the
Purchase Price paid by the Corporation and/or the purchasing Shareholders for
the Stock should be divided between the estate of the Deceased Shareholder and
the Surviving Spouse. A copy of the Offering Notice shall be sent to the
Surviving Spouse and unless the Surviving Spouse objects to the ratio for
division of the Purchase Price specified therein within 30 days after receipt
thereof, the Corporation shall be entitled to rely upon such ratio in dividing
the Purchase Price for the Stock between the estate of the Deceased Shareholder
and the Surviving Spouse. If the Surviving Spouse gives timely written notice of
an objection to the ratio specified in the Offering Notice, and if the dispute
has not been resolved as of the date set for closing of the purchase of the
Stock by the Corporation and/or the Purchasing Shareholders, each of the
Corporation and/or the Purchasing Shareholders may hold its portion of the
Purchase Price in escrow until the dispute is resolved, and in such event, each
of the Corporation and/or the Purchasing Shareholders shall be entitled to
continue to hold the Purchase Price in escrow until (i) the rights of the estate
of the Deceased Shareholder and the Surviving Spouse shall have been fully and
finally adjudicated by a court of competent jurisdiction or (ii) the dispute
shall have been resolved by agreement between such personal representative and
the Surviving Spouse, and the Corporation and/or the Purchasing Shareholders
shall have been notified thereof in writing signed by such personal
representative and the Surviving Spouse. If no such ratio is specified, each of
the Corporation and/or the Purchasing Shareholders shall be entitled to pay the
entire Purchase Price to such personal representative.
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D. Within thirty (30) days after its receipt of the Offering Notice, the
Corporation shall give a Response Notice to the personal representative of the
estate of the Deceased Shareholder as to whether it elects to purchase all or
any part of the Offered Stock. If the Corporation does not elect to purchase all
of the Offered Stock, the Corporation shall give to each of the other
Shareholders a copy of the Offering Notice and the Response Notice, and each of
the other Shareholders shall, within thirty (30) days after the receipt of the
Response Notice by the Corporation, give a Response Notice to such personal
representative and the Corporation as to whether he elects to purchase any of
the Offered Stock not to be purchased by the Corporation. The Corporation shall
give a copy of that Response Notice to the personal representative and each of
the other Shareholders who also gave an affirmative Response Notice. If there is
more than one Purchasing Shareholder, the Offered Stock shall be allocated among
such Purchasing Shareholders in such proportions as they may agree upon, or in
the absence of such agreement, pro rata according to the relative holdings of
stock of such Purchasing Shareholders on the Determination Date for the
transaction. Any affirmative Response Notice shall specify a date and time for
closing of the purchase, which date shall be not less than forty-five (45) nor
more than sixty (60) days after the giving of such Response Notice, provided
that if more than one party elects to purchase Offered Stock, the closing shall
be held on the date specified in the earliest affirmative Response Notice. The
closing shall take place at the principal office of the Corporation or at such
other location as the parties may agree upon, and the Purchase Price shall be
paid in accordance with the provisions of Exhibit E hereto, which is
incorporated herein for all purposes.
E. The Purchase Price for the Stock of the Deceased Shareholder shall be
paid to such personal representative; provided, however, that if a ratio for the
division of the Purchase Price of such Stock between the estate of the Deceased
Shareholder and the Surviving Spouse has been determined pursuant to paragraph
C, pro rata portions of the Purchase Price (whether consisting of cash, notes or
both) shall be paid to the estate of the Deceased Shareholder and the Surviving
Spouse in accordance with such ratio.
F. During the time the personal representative of the estate of the
Deceased Shareholder is holding Stock, such personal representative shall be
subject to the restrictions on the Disposition of Stock imposed by this
Agreement. If the Offered Stock is not all purchased by the Corporation and the
other Shareholders, or any of them, such personal representative may make a
Disposition to a transferee named in the Offering Notice of the balance of the
Offered Stock not purchased by the Corporation or the other Shareholders, but
only in strict compliance with the terms therein stated, and thereafter such
Stock shall continue to be subject to the provisions of this Agreement. If any
transfer of Stock described in provision (iii) of paragraph B which is to be
effected pursuant to the immediately preceding sentence of this paragraph D has
not been completed within forty-five (45) days following the expiration of the
time provided in paragraph C for the election by the other Shareholders, the
personal representative of the estate of the Deceased Spouse shall be required
to submit another offering notice pursuant to paragraph B in order to Dispose of
such Stock.
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EXHIBIT C
Further Provisions Regarding A Disposition Under
Paragraph 2.3 or a Passage of Stock to Someone
Other than the Surviving Shareholder, Free of Trust
In addition to the provisions of paragraph 2.3 of the Agreement, the
following provisions shall govern the passage of Stock to someone other than the
Surviving Shareholder, free of trust, and/or a Disposition under paragraph 2.3:
A. The Offering Notice shall be given to the Corporation and the Surviving
Shareholder. The Offering Notice shall state that such personal representative
offers to sell the Offered Stock specified therein.
B. The Offering Notice shall specify (i) the Offered Stock (which term
shall for purposes of this Exhibit C mean a number of shares of Stock equal to
(a) the number of shares of Stock in which the estate of the Deceased Spouse
claims an interest which has not passed to the Surviving Shareholder free of any
trust, multiplied by (b) the proportionate interest so claimed), (ii) the
transferee, if such transferee can then be determined with certainty, to whom
the Transferred Stock would be distributed should the Corporation and the
Shareholders fail to purchase any part of it, provided that if such transferee
cannot then be determined with certainty, a list of potential transferees to
whom the Offered Stock may be distributed shall be specified, (iii) if the
personal representative of the estate of the Deceased Spouse proposes to Dispose
of the Offered Stock otherwise than by distribution to a transferee named
pursuant to the preceding clause (ii), the proposed Offering Price, the name and
address of the prospective transferee and other terms of such proposed
Disposition, if any, and (iv) the address of the personal representative of the
estate of the Deceased Spouse for notices and other communications hereunder.
Unless the Surviving Shareholder notifies the Corporation and/or the Purchasing
Shareholders that he objects to the specification of Offered Stock in the
Offering Notice within thirty (30) days after receipt thereof, the Corporation
and/or the Purchasing Shareholders shall be entitled to rely upon such
specification in determining the Purchase Price for the Offered Stock to be paid
to the personal representative of the estate of the Deceased Spouse. If the
Surviving Shareholder gives timely written notice of an objection to such
specification of Offered Stock, and if the dispute has not been resolved as of
the date set for closing of the purchase of Offered Stock by the Corporation
and/or the Purchasing Shareholders, each of the Corporation and/or the
Purchasing Shareholders may hold its portion of the Purchase Price in escrow
until the dispute is resolved, and in such event, each of the Corporation and/or
the Purchasing Shareholders shall be entitled to continue to hold its portion of
the Purchase Price in escrow until (i) the rights of the estate of the Deceased
Spouse and the Surviving Shareholder shall have been fully and finally
adjudicated by a court of competent jurisdiction or (ii) the dispute shall have
been resolved by agreement between such personal representative and the
Surviving Shareholder, and the Corporation and/or the Purchasing Shareholders
shall have been notified thereof in writing signed by such personal
representative and the Surviving Shareholder.
C. Within ninety (90) days after his receipt of the Offering Notice, the
Surviving Shareholder shall give a Response Notice to the personal
representative of the estate of the Deceased Spouse and the Corporation as to
whether he elects to purchase all or any part of the
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Offered Stock. If the Surviving Shareholder does not elect to purchase all of
the Offered Stock, the Corporation shall, within thirty (30) days after its
receipt of the Response Notice of the Surviving Shareholder, if there is a
Disposition, give a Response Notice to such personal representative as to
whether it elects to purchase any of the Offered Stock not to be purchased by
the Surviving Shareholder. If the Offered Stock is not all purchased by the
Surviving Shareholder and the Corporation, or either of them, the Corporation
shall give a copy of the Offering Notice and copies of the Response Notices to
each of the other Shareholders, and each of the other Shareholders shall, within
thirty (30) days after the receipt of the Response Notice by the Corporation, if
there is a Disposition, give a Response Notice to the Corporation as to whether
he elects to purchase any of the Offered Stock not to be purchased by the
Surviving Shareholder or the Corporation. The Corporation shall give a copy of
that Response Notice to the personal representative and each other Shareholder
who also gave an affirmative Response Notice. If there is more than one
Purchasing Shareholder, excluding the Surviving Shareholder, the Offered Stock
shall be allocated among such Purchasing Shareholders other than the Surviving
Shareholder in such proportions as they may agree upon, or in the absence of
such agreement, pro rata according to the relative holdings of Stock of such
Purchasing Shareholders other than the Surviving Shareholder on the
Determination Date for the transaction. Any affirmative Response Notice shall
specify a date and time for closing of the purchase, which date shall be not
less than forty-five (45) nor more than sixty (60) days after the giving of such
Response Notice, provided that if more than one party elects to purchase Offered
Stock, the closing shall be held on the date specified in the earliest
affirmative Response Notice. The closing shall take place at the principal
office of the Corporation or at such other location as the parties may agree
upon, and the Purchase Price shall be paid in accordance with the provisions of
Exhibit E hereto, which is incorporated herein for all purposes.
D. During the time the personal representative of the estate of the
Deceased Spouse is holding Stock, such personal representative shall be subject
to the restrictions on the Disposition of Stock imposed by this Agreement. If
the Offered Stock is not all purchased by the Surviving Shareholder, the
Corporation and the other Shareholders, or any of them, such personal
representative may make a Disposition to a transferee named in the Offering
Notice of the balance of the Offered Stock not purchased by the Surviving
Shareholder, the Corporation or the other Shareholders, but only in strict
compliance with the terms therein stated, and thereafter such Stock shall
continue to be subject to the provisions of this Agreement. If any transfer of
Stock described in provision (iii) of paragraph B which is to be effected
pursuant to the immediately preceding sentence of this paragraph D has not been
completed within forty-five (45) days following the expiration of the time
provided in paragraph C for the election by the other Shareholders, the personal
representative of the estate of the Deceased Spouse shall be required to submit
another Offering Notice pursuant to paragraph B in order to Dispose of such
Stock.
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EXHIBIT D
Further Provisions Regarding A Passage of Stock
To Someone Other Than The Divorced Shareholder
As Described Under Paragraph 2.4
In addition to the provisions of paragraph 2.4 of the Agreement, the
following provisions shall govern a passage of stock to someone other than the
Divorced Shareholder as described under paragraph 2.4:
A. The Offering Notice shall be given to the Corporation and the Divorced
Shareholder. The Offering Notice shall specify the date the divorce became
final, and shall state that the Divorced Spouse offers to sell the Offered Stock
(as defined in the next sentence). The Offering Notice shall also specify (i)
the Offered Stock (which term shall for purposes of this Exhibit D mean a number
of shares of Stock equal to (a) the number of shares of Stock in which the
Divorced Spouse owns an interest to which the Divorced Shareholder has not
succeeded directly, multiplied by (b) the proportionate interest in such Stock
owned by the Divorced Spouse, as determined by the divorce decree), (ii) whether
the Divorced Spouse proposes to Dispose of Offered Stock not purchased by the
Corporation or the Shareholders, and if so the proposed Offering Price (in the
case of a sale) or a description of a proposed Disposition other than a sale,
(iii) the name and address of the prospective purchaser or other transferee, if
any, (iv) other terms of such proposed Disposition, if any, and (v) the address
of the Divorced Spouse for notices and other communications hereunder.
B. Within thirty (30) days after his receipt of the Offering Notice, the
Divorced Shareholder shall give a Response Notice to the Divorced Spouse and the
Corporation as to whether he elects to purchase all or any part of the Offered
Stock. If the Divorced Shareholder does not elect to purchase all of the Offered
Stock, the Corporation shall, within thirty (30) days after its receipt of the
Response Notice of the Divorced Shareholder, give a Response Notice to the
Divorced Spouse as to whether it elects to purchase any of the Offered Stock not
to be purchased by the Divorced Shareholder. If the Offered Stock is not all
purchased by the Divorced Shareholder and the Corporation, or either of them,
the Corporation shall give a copy of the Offering Notice and Copies of the
Response Notices to each of the other Shareholders, and each of the other
Shareholders shall, within thirty (30) days after the giving of the Response
Notice of the Corporation, give a Response Notice to the Corporation as to
whether he elects to purchase any of the Offered Stock not to be purchased by
the Divorced Shareholder or the Corporation. The Corporation shall give a copy
of that Response Notice to the divorced Spouse and each other Shareholder who
also gave an affirmative Response Notice. If there is more than one Purchasing
Shareholder, excluding the Divorced Shareholder, such Stock shall be allocated
among such Purchasing Shareholders other than the Divorced Shareholder in such
proportions as they may agree upon, or in the absence of such agreement, pro
rata according to the relative holdings of Stock of such Purchasing Shareholders
other than the Divorced Shareholder on the Determination Date for the
transaction.
C. Any affirmative Response Notice shall specify a date and time for
closing of the purchase, which date shall be not less than forty-five (45) days
nor more than sixty (60) days
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after the giving of such Response Notice, provided that if more than one party
elects to purchase Offered Stock, the closing shall be held on the date
specified in the earliest affirmative Response Notice. The closing shall take
place at the principal office of the Corporation or at such other location as
the parties may agree upon, and the Purchase Price shall be paid in accordance
with the provisions of Exhibit E hereto, which is incorporated herein for all
purposes.
D. If the Offered Stock is not all purchased by the Divorced Shareholder,
the Corporation and the other Shareholders, or any of them, (i) the Divorced
Spouse may, within forty-five (45) days following the expiration of the time
provided in paragraph B for election by the other Shareholders, make a
Disposition to a transferee named in the Offering Notice of the balance of the
Offered Stock not purchased by the Divorced Shareholder, the Corporation or the
other Shareholders, but only in strict compliance with the terms therein stated,
and thereafter such Stock shall continue to be subject to the provisions of this
Agreement and (ii) the balance of the Offered Stock not purchased by the
Divorced Shareholder, the Corporation or other Shareholders or disposed of by
the Divorced Spouse pursuant to the preceding clause (i) shall be transferred
into the name of the Divorced Spouse and shall continue to be subject to the
provisions of this Agreement.
E. If Stock is ever to be Disposed of to a person whose spouse is already a
Shareholder, so that after such Disposition both husband and wife will be
Shareholders, then prior to such Disposition the person whose name the Stock is
to be transferred and all Shareholders shall execute and deliver to the
Corporation an addendum agreement (an "Addendum Agreement") pursuant to which it
is agreed which spouse, in the event of divorce, shall be the Divorced
Shareholder and which spouse shall be the Divorced Spouse for purposes of
paragraph 2.4.
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EXHIBIT E
Payment of Purchase Price
The Purchase Price of Stock purchased by the Corporation or a Purchasing
Shareholder pursuant to this Agreement or any exhibit to this Agreement shall be
paid at the time of closing of the purchase as follows:
A. In the event of the death of a Shareholder, the Purchase Price of the
Stock shall be paid in cash if the Purchase Price is not greater than the amount
of proceeds received by the Corporation from the insurance carried by the
Corporation on the life of the Deceased Shareholder. If the Purchase Price of
such Stock exceeds the amount of such insurance proceeds, the Corporation shall
pay the Purchase Price in cash to the extent of proceeds received by the
Corporation on the life of the Deceased Shareholder, and the Corporation may
issue a promissory note for some portion or all of the balance of the Purchase
Price (a "Note") and shall pay the remaining portion , if any, in cash, provided
that in any event the Corporation must pay at least thirty percent (30%) of the
total Purchase Price in cash. If the Corporation elects to pay any portion of
the Purchase Price by issuing a Note, the terms of such Note and the security
for the payment thereof shall be as set forth in paragraph E. If the Corporation
receives any proceeds from the insurance carried by the Corporation on the life
of the Deceased Shareholder after closing of the purchase set forth in Paragraph
2.2 of the Agreement, such proceeds shall immediately be applied by the
Corporation to reduce the outstanding principal balance of any Note given in
partial payment of the Purchase Price. Such application shall be made so as to
reduce the principal of each unmatured installment under such Note by an equal
amount, and appropriate notation of such reduction in principal shall be made on
the face of such Note.
B. If the Corporation purchases Stock hereunder other than by reason of the
death of a Shareholder, the Corporation must pay at least thirty percent (30%)
of the total Purchase Price in cash. With respect to the balance of the Purchase
Price, the Corporation may issue a Note for some portion or all of such balance
and shall pay the remaining portion, if any, in cash. If the Corporation elects
to pay any portion of the Purchase Price by issuing a Note, the terms of such
Note and the security for the payment thereof shall be as set forth in paragraph
E.
C. If a Shareholder purchases Stock hereunder such Shareholder must pay at
least thirty percent (30%) of the total Purchase Price in cash. With respect to
the balance of the Purchase Price, the Purchasing Shareholder may issue a Note
for some portion or all of such balance and shall pay the remaining portion, if
any, in cash. If the Purchasing Shareholder elects to pay any portion of the
Purchase Price by issuing a Note, the terms of such Note and the security for
the payment thereof shall be as set forth in paragraph F.
D. Notwithstanding any other provision of this Exhibit E to the contrary,
the amount of cash to be paid by the Corporation or a Purchasing Shareholder to
a Seller on the Purchase Price of the Stock shall be at least Two Hundred Fifty
Thousand Dollars ($250,000), unless the Purchase Price of the Stock is less than
that sum, in which case all of the Purchase Price of the Stock shall be paid in
cash.
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E. If the Corporation elects to pay any portion of the Purchase Price by
issuing a Note, the Principal amount of such Note shall be due in three (3)
equal annual installments, the first installment being due one (1) year after
the date of closing and the remaining two (2) installments being due on the same
day of the two (2) succeeding years. Such Note shall bear interest on the unpaid
principal balance, payable annually with each principal payment, at the rate per
annum equal to the Federal short-term rate, as that term is used in Section 1274
(d) (1) (C) (i) of the Code, in effect on the date of closing, compounded
semi-annually and payable annually with each principal payment.
F. If a Purchasing Shareholder elects to pay any portion of the Purchase
Price by issuing a Note, the principal amount of such Note shall be due in three
(3) equal annual installments, the first installment being due one (1) year
after the date of closing and the remaining two (2) installments being due on
the same day of the two (2) succeeding years. Such Note shall bear interest on
the unpaid principal balance, payable annually with each principal payment, at
the rate per annum equal to the Federal short-term rate, as that term is used in
Section 1274(d) (1) (C) (i) of the Code, in effect on the date of the closing,
compounded semi-annually and payable annually with each principal payment. Such
Note shall be secured by a pledge of the purchased Stock. The Purchasing
Shareholder agrees to execute and deliver such pledge agreements and such other
security instruments as may be reasonably required by the seller of the Stock to
create and perfect a security interest in the Stock purchased by the Purchasing
Shareholder.
G. Any pledge agreement executed by a Purchasing Shareholder to secure
payment of a Note shall provide that during the term of the pledge agreement, so
long as no default has occurred thereunder, the pledgor shall be entitled to (i)
receive any dividends which may be declared on such Stock and (ii) vote such
Stock.
H. Notwithstanding the foregoing provisions of this Exhibit E, if the
Offering Notice submitted in connection with a proposed Disposition of Stock
contains deferred payment, security or other terms more favorable to the
purchaser than those specified in the foregoing provisions, and the Offering
Price is elected, the Corporation and/or a Purchasing Shareholder shall be
entitled to take advantage of such favorable terms in effecting a purchase of
Offered Stock hereunder.
I. Notwithstanding the foregoing provisions of this Exhibit E, if the
Purchasing Shareholder or the Corporation (if a purchaser) and the Transferring
Shareholder all agree, any of the terms then effecting the purchase of Offered
Stock hereunder may be changed including the use of assets in kind in payment of
the Purchase Price.
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EXHIBIT F
Arbitration of Fair Market Value Per Share of Stock
For the resolution of any dispute as to the Fair Market Value Per Share of
Stock of any offered stock under this Agreement, or any dispute which
specifically refers to this Exhibit F, the following procedure shall apply:
A. In order to resolve any dispute as to the Fair Market Value Per Share of
Stock of any offered Stock under this Agreement (the "Disputed Stock"), the
Seller of the Disputed Stock shall appoint a single appraiser, and the Purchaser
or Purchasers of the Disputed Stock shall agree upon and appoint a single
appraiser. The two appraisers so appointed by the parties to the dispute shall
appoint a common appraiser. Each appraiser other than the common appraiser shall
give an opinion on the Fair Market Value Per Share of Stock of the Disputed
Stock. The controlling opinion shall be that opinion chosen by the common
appraiser who shall choose among the opinions of the other two appraisers. Only
appraisers who are qualified and independent may be appointed. For purposes
hereof, an appraiser shall be "qualified" if he would be considered an expert
for purposes of giving testimony as to the Fair Market Value Per Share of Stock
of the Disputed Stock in a judicial or similar proceeding. An appraiser shall be
considered "independent" if the does not directly or indirectly own any interest
in the Corporation and is not directly or indirectly in control of, controlled
by, or under common control with the Corporation or any Shareholder of the
Corporation. If the parties who are the Purchasers of the Disputed Stock cannot
agree on the identity of their designated appraiser, that disagreement shall be
submitted to arbitration under procedures outlined in paragraph B below. If the
appraisers chosen by the Seller and the Purchasers of the Disputed Stock cannot
agree on whom the common appraiser shall be, that dispute shall be submitted to
arbitration under procedures outlined in paragraph C below. All parties shall
make all reasonable efforts to forthwith perform the actions contemplated by
this Exhibit F, and all of those parties shall perform those actions recognizing
that time is of the essence. After the determination has been made by the common
appraiser as to which opinion is the controlling opinion, all time limits
specified for Response Notices, Closings and other notices under this Agreement
shall no longer be suspended.
B. A Purchaser wishing to submit the matter of determining the Purchasers'
appraiser to arbitration as permitted by paragraph A shall do so by giving
written notice of arbitration to the other Purchasers and shall also
simultaneously file duplicate copies of the notice of arbitration with the
regional office of the American Arbitration Association ("AAA") for
Jacksonville, Florida, together with the appropriate fee as provided in the
AAA's administrative fee schedule. All communications with the AAA regarding the
arbitration proceedings shall be directed to such regional office unless the AAA
directs otherwise. The notice of that determination shall contain a brief
description of the nature of the dispute and the remedy or resolution sought by
the Purchaser initiating this procedure. Each of the other Purchasers shall,
within 20 days from the date of mailing of that notice, file with the Purchasers
and the AAA a response in which he states his view regarding that dispute and
the remedy or resolution he desires. As soon as practical after the expiration
of the 20-day period beginning upon the date of mailing of that notice, the AAA
shall compile a list of available individuals or
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entities who could serve as an appraiser, equal to the number of Purchasers plus
one, competent and qualified to be an appraiser as described in the notice of
arbitration and the response thereto. The AAA shall also, at the same time rank
the appraisers in order first through that number equal to the number of
Purchasers plus one, and shall thereupon forthwith transmit the list
simultaneously to the Purchasers and inform them of the order in which they have
been ranked. Unless the Purchasers shall beforehand agree to a different time or
place, or both, they shall meet at the principal office of the Corporation at
10:00 A.M., Eastern Standard Time, on the seventh weekday (Saturday, Sunday and
holidays excluded) after the date of mailing of the AAA's list of appraisers and
notice of ranking. At such time, the Purchasers shall each, in accordance with
the ranking determined by the AAA, strike one (1) name from the list submitted
by the AAA. The highest ranking individual or entity whose name remains on the
list upon completion of such striking shall be the appraiser for the Purchasers.
If the appraiser so selected declines or for any reason fails to serve, the AAA
shall forthwith furnish the Purchasers a second list of additional available
appraiser competent and qualified to determine the dispute, such list to contain
the same number of names. The parties shall thereupon again, in accordance with
the ranking determined by the AAA, strike names from the list. The highest
ranking individual or entity whose name remains on the list upon the completion
of such striking shall be the appraiser of the Purchasers. This procedure shall
be repeated until an appraiser who is willing and able to serve has been
selected. If any Purchaser at any point fails to participate in the procedure
hereinabove established to select appraisers, the AAA shall forthwith eliminate
a name from the list of appraisers for the Purchaser not so participating. The
arbitration shall be held in Jacksonville, Florida at a location determined by
the AAA.
C. An appraiser wishing to submit the matter of determining the common
appraiser as permitted by paragraph A of this Agreement shall do so by giving
written notice of arbitration to the other appraiser and shall also
simultaneously file duplicate copies of the notice of arbitration with the
regional office of the AAA for Jacksonville, Florida, together with the
appropriate fee as provided in the AAA's administrative fee schedule. All
communications with the AAA regarding the proceedings shall be directed to such
regional office unless the AAA directs otherwise. The notice of that
determination shall contain a brief description of the nature of the dispute and
the remedy or resolution sought by the appraiser initiating this procedure. The
other appraiser shall, within 20 days from the date of mailing of that notice,
file with the originating appraiser and the AAA a response in which he states
his view regarding the dispute and the remedy or resolution he desires. As soon
as practical after the expiration of the 20-day period beginning upon the date
of mailing of the notice of arbitration, the AAA shall compile a list of three
available individual or entities competent and qualified to be a common
appraiser as described in the notice of arbitration and the responses thereto.
The AAA shall also, at the same time rank those individuals or entities in
order, first through third, and shall thereupon forthwith transmit the list
simultaneously to the appraisers and inform them of the order in which they have
been ranked. Unless the appraisers shall beforehand agree to a different time or
place, or both, they shall meet at the principal office of the Corporation at
10:00 A.M., Eastern Standard time, on the seventh weekday (Saturday, Sunday and
holidays excluded) after the date of mailing of the AAA's list of individuals
and entities who could serve as a common appraiser and notice of ranking. At
such time, the appraisers shall each, in accordance with the ranking determined
by the AAA, strike a name from the list submitted by the AAA. The highest
ranking individual or entity whose name remains on the list upon completion of
such striking shall be the common
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appraiser. If the common appraiser so selected declines or for any reason fails
to serve, the AAA shall forthwith furnish the appraisers a second list of
additional available individuals or entities competent and qualified to be a
common appraiser, such list to contain three names. The appraisers shall
thereupon again, in accordance with the ranking determined by the AAA, strike
names from the list. The highest ranking individual or entity whose name remains
on the list upon the completion of such striking shall be the common appraiser.
This procedure shall be repeated until an individual or entity who is willing
and able to serve as a common appraiser has been selected. If any appraiser at
any point fails to participate in the procedure hereinabove established to
select the common appraiser, the AAA shall submit two individuals or entities
who could serve as the common appraiser for the appraiser who is participating
to choose from. The arbitration shall be held in Jacksonville, Florida at a
location determined by the AAA.
D. Except as otherwise specifically provided herein, all arbitration
proceedings under this Exhibit F shall be conducted in accordance with the
Commercial Arbitration Rules of the AAA, as then amended and in effect; and such
rules shall be interpreted and applied and questions regarding the arbitration
process not resolved under such rules shall be determined in accordance with the
Florida law.
E. Except as limited above, the parties agree that any determination under
the procedures of this Exhibit F, may be enforced or preserved by any court of
competent jurisdiction.
F. In the event a proceeding under this Exhibit F is commenced, or other
legal proceeding is commenced to enforce or preserve the rights awarded, the
party who prevails or substantially prevails in such proceeding shall be
entitled to recover from the other party or parties in such proceeding all
costs, expenses and reasonable attorneys' fees incurred in connection with the
proceeding and on appeal.
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EXHIBIT G
Arbitration of Disputes Under the
Agreement Not Addressed by Exhibit F
For the resolution of any dispute under this Agreement which is not
otherwise resolved pursuant to other procedures under Exhibit F of the
Agreement, or which specifically refers to this Exhibit G, the following
procedure shall apply:
A. Any party wishing to submit a matter of dispute under this Agreement,
which is not otherwise provided for in the Agreement or under Exhibit F, shall
submit that matter to arbitration, and shall do so by giving written notice of
arbitration to the other parties to the dispute and shall also simultaneously
file duplicate copies of the notice of arbitration with the regional office of
AAA for Jacksonville, Florida, together with the appropriate fee as provided in
the AAA's administrative fee schedule. All communications with the AAA regarding
the arbitration proceedings shall be directed to such regional office unless the
AAA directs otherwise. The notice of arbitration shall contain a brief
description of the nature of the dispute to be arbitrated and the remedy or
resolution sought by the party initiating arbitration. Each of the other parties
shall, within 20 days from the date of mailing of that notice of arbitration,
file with the parties and the AAA a response in which he states his view
regarding that dispute to be arbitrated and the remedy or resolution he desires.
As soon as practicable after the expiration of the 20 day period beginning upon
the date of mailing of that notice of arbitration, the AAA shall compile a list
of available arbitrators, equal to the number of disputing parties plus one,
competent and qualified to be an arbitrator as described in the notice of
arbitration and the responses thereto. The AAA shall also, at the same time rank
the arbitrators in order first through that number equal to the number of
parties subject to the dispute plus one, and shall thereupon forthwith transmit
the list simultaneously to the parties and inform them of the order in which
they have been ranked. Unless the parties shall beforehand agree to a different
time or place, or both, they shall meet at the principal office of the
Corporation at 10:00 A.M. Eastern Standard time, on the seventh weekday
(Saturday, Sunday and holidays excluded) after the date of mailing of the AAA's
list of arbitrators and notice of ranking. At such time, the parties to the
dispute shall each, in accordance with the ranking determined by the AAA, strike
one (1) name from the list submitted by the AAA. The highest ranking individual
or entity whose name remains on the list upon completion of such striking shall
be the arbitrator for the parties. If the arbitrator so selected declines or for
any reason fails to serve, the AAA shall forthwith furnish the parties a second
list of additional arbitrators competent and qualified to determine the dispute,
such list contain the same number of names. The parties shall thereupon again,
in accordance with the ranking determined by the AAA, strike names from the
list. The highest ranking individual or entity whose name remains on the list
upon the completion of such striking shall be the arbitrator. This procedure
shall be repeated until an arbitrator is willing and able to serve has been
selected. If any party to dispute any point fails to participate in the
procedure hereinabove established to select arbitrators, the AAA shall forthwith
eliminate a name from the list of arbitrators for the party not so
participating. The arbitration shall be held in Jacksonville, Florida at a
location determined by the AAA.
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B. Except as otherwise specifically provided herein, all arbitration
proceedings under this Exhibit G shall be conducted in accordance with the
Commercial Arbitration Rules of the AAA as then amended and in effect; and such
rules shall be interpreted and applied and questions regarding the arbitration
process not resolved under such rules shall be determined in accordance with the
Florida law.
C. Except with respect to the matters under the Agreement, a party hereto
shall not have the right to demand arbitration with respect to any dispute,
difference or question arising between any of the Shareholders or between any of
the Shareholders and the Corporation as to any matter whatsoever.
D. Except as limited above, the parties agree that any determination under
the procedures of this Exhibit G, may be enforced or preserved by any court of
competent jurisdiction.
E. In the event a proceeding under this Exhibit G, is commenced, or other
legal proceeding is commenced to enforce or preserve the rights awarded, the
party who prevails or substantially prevails in such proceeding shall be
entitled to recover from the other party or parties in such proceeding all
costs, expenses and reasonable attorneys' fees incurred in connection with the
proceeding and on appeal.
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