Scott Family Shareholders’ Agreement
Exhibit 99.3
Xxxxx Family
Shareholders’ Agreement
Shareholders’ Agreement
This Agreement effective the 29th day of October, 2010, by and among those
individuals and entities listed on Exhibit “A” attached hereto and, by this reference, made a part
hereof, (collectively referred to as the “Shareholders” and each individually referred to as a
“Shareholder”).
RECITALS:
A. First Interstate BancSystem, Inc., a Montana corporation, (the “Corporation”) is authorized
to issue 100,000,000 shares of Class A Common Stock, no par value per share (“Class A Common
Stock”), 100,000,000 shares of Class B Common Stock, no par value per share (“Class B Common Stock”
and together with the Class A Common Stock, the “Common Stock”) and 100,000 shares of Preferred
Stock, no par value per share.
B. Each share of Class B Common Stock shall automatically, without any further action, convert
into one (1) fully paid and nonassessable share of Class A Common Stock as provided in the Amended
and Restated Articles of Incorporation of the Corporation.
C. Shares of Class A Common Stock of the Corporation owned by the Shareholders are not subject
to the terms and conditions of this Xxxxx Family Shareholders’ Agreement (the “Agreement”) except
as specifically provided herein.
D. The Shareholders own shares of Class B Common Stock of the Corporation as set forth on
Exhibit “A,” which shares, together with any additional shares of Class B Common Stock of the
Corporation hereafter acquired by each Shareholder or the Shareholders or subsequently issued by
the Corporation to a Shareholder or the Shareholders, are referred to as the “Shares.”
E. The Shareholders and the Corporation have previously entered into shareholder agreements
restricting the transfer of shares of common stock of the Corporation which the Shareholders and
the Corporation have terminated by that certain Termination Agreement of even date herewith.
F. The Shareholders desire to allow permitted transfers of Shares to certain permitted
transferees as defined herein.
G. The Shareholders desire to obligate each other, their heirs, legal representatives,
personal representatives, successors and assigns to sell and purchase Shares under certain
circumstances and to restrict the sale or transfer of Shares.
H. The Shareholders acknowledge their family legacy of independence that promotes and respects
individual family member autonomy based upon that member’s unique personal circumstances,
including individual financial goals, economic needs and other factors with
respect to investment and other decisions involving Class A Common Stock and Class B
Common Stock. Accordingly, the Shareholders acknowledge and confirm (i) they do not collectively
act together for the purpose of acquiring, holding, voting or selling Class A Common Stock or Class
B Common Stock; (ii) there is no agreement, arrangement or understanding existing among the
Shareholders related thereto, except as may be contemplated by this Agreement or as may be
disclosed in applicable reports and filings with the U.S. Securities and Exchange Commission; and
(iii) the sole purpose of this Agreement is to provide Shareholders, in their individual
discretion, an opportunity to purchase shares of Class B Common Stock, in certain circumstances, in
the event other family members determine, in their individual discretion, to convert shares of
Class B Common Stock into shares of Class A Common Stock.
NOW, THEREFORE, in consideration of the above facts and the Shareholders’ mutual promises
herein, the Shareholders agree as follows:
1. Recitals. By this reference, the above Recitals are incorporated herein and are an
integral part of this Agreement. The parties to this Agreement agree to all of the terms and
provisions set forth in the above Recitals.
2. Administration of Terms of this Agreement and Notification of Transfers. Each
Shareholder agrees to notify Xxxxx Family Services, Inc., a Montana corporation, (“SFS”) located at
000 Xxxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, by written notice of
(a) any and all intended, attempted and actual transfer or transfers (as “transfer” and
“transfers” are defined in paragraph 3(a)), of Shares and of Class A Common Stock by such
Shareholder, and
(b) any and all intended, attempted and actual transfer or transfers of Shares and of Class A
Common Stock by any and all other Shareholders immediately upon receiving actual knowledge of such
intended, attempted or actual transfer or transfers and regardless of whether such intended,
attempted or actual transfer or transfers are authorized by this Agreement, in violation of this
Agreement or otherwise. If SFS is not in existence at the time a Shareholder receives actual
knowledge of an intended, attempted or actual transfer or transfers of Shares or of Class A Common
Stock, the Shareholder shall notify a designee appointed by the Board of Directors of SFS and, if
the Board of Directors of SFS has not appointed such designee, a designee appointed by Shareholders
owning at least seventy-five percent (75%) of the Shares subject to this Agreement (the “Designee”)
of the intended, attempted or actual transfer or transfers. The written notice shall include the
name of the Shareholder intending to transfer, attempting to transfer or actually transferring
Shares or Class A Common Stock.
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3. Restriction on Transfer or Pledge of Shares.
(a) Restriction. Except as otherwise provided in this Agreement, no Shareholder shall
transfer or permit to be transferred any or all of such Shareholder’s Shares now owned or hereafter
acquired. The terms “transfer” and “transfers” shall mean any sale, assignment, gift, exchange, encumbrance, pledge, distribution from any general partnership,
limited partnership, limited liability partnership, limited liability company, corporation, trust,
estate, conservatorship, custodianship or any other entity or fiduciary relationship, transfer by
operation of law, or any other transfer of Shares whatsoever, whether voluntary or involuntary,
direct or indirect, including, without limitation, the change of legal or beneficial title of any
Shares resulting from the death of a Shareholder or otherwise. The terms “transfer” and
“transfers” shall also mean the conversion of Shares from Class B Common Stock to Class A Common
Stock or any other class of common stock or other equity or debt instrument or interest of the
Corporation. Any attempted transfer of Shares in violation of this Agreement shall be void.
(b) Sale and Charitable Transfer Exceptions. Notwithstanding paragraph 3(a), a Shareholder
may, during a single calendar year,
(1) convert Shares to Class A Common Stock and/or sell or otherwise transfer Shares through a
public exchange or other public market and/or
(2) transfer Shares to such one or more organizations a gift to which qualifies as a
charitable contribution under Section 170(c) of the Internal Revenue Code of 1986, as amended (the
“Code”), and which qualifies as a charitable deduction under Sections 2055(a) and 2522(a) of the
Code (a “Charitable Organization or Organizations”)
provided that the sum of the aggregate gross proceeds from any such conversion, sale or
other transfer of Shares during such calendar year and the aggregate fair market value of the
Shares transferred to a Charitable Organization or Organizations during such calendar year does not
exceed two hundred fifty thousand and no/100 dollars ($250,000.00). The fair market value of the
Shares to be converted, sold or otherwise transferred shall be determined as of the conversion,
sale or transfer date or the intended conversion, sale or transfer date.
(c) Encumbrance and Pledge Exception.
(1) Notwithstanding paragraph 3(a), Shares of a Shareholder may be encumbered, pledged or used
as security by a Shareholder up to, but not exceeding, a total value of Shares of one million and
no/100 dollars ($1,000,000.00). Except as provided in paragraph 3(c)(2), the limitation of one
million and no/100 dollars ($1,000,000.00) is the total value of Shares which may be encumbered,
pledged or used as security by a single Shareholder regardless of the total value of Shares owned
by such Shareholder and is not a per loan or other transaction
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limitation. Except as provided in
paragraph 3(c)(2), any encumbrance, pledge or other use of Shares as security by a Shareholder in
excess of a total value of one million and no/100 dollars by such Shareholder shall be a violation
of this Agreement and such encumbrance, pledge or use of Shares as security shall be void.
(2) Shares subject to encumbrances, pledges or other security arrangements which were approved
and authorized under prior shareholder agreements among the Shareholders and which exist on the
date of this Agreement are not subject to this paragraph
3(c) and shall not be included in determining the total value of Shares encumbered, pledged or
otherwise subject to security arrangements.
(d) Approved Transfer Exception. Upon the written request of a transferor Shareholder (the
“Request for Approval of Transfer”), any transfer or attempted transfer of Shares in violation of
this Agreement may be approved and authorized upon the written consent of the Board of Directors of
SFS. Such written consent must be approved by at least sixty percent (60%) of the members of the
Board of Directors of SFS at the date of the written request. If SFS is not in existence at the
time of such written request, such written request must be approved by the written consent of
Shareholders owning at least seventy-five percent (75%) of the Shares subject to this Agreement.
If a transferor Shareholder desires to request approval of a transfer or an attempted transfer
of Shares which is otherwise in violation of this Agreement, such transferor Shareholder must
provide a Request for Approval of Transfer to the Board of Directors of SFS at least five (5)
business days prior to the date of the transfer or attempted transfer of Shares setting forth the
following:
(1) the number of Shares to be transferred,
(2) the date of the proposed transfer,
(3) the name, business address, and residence address of the proposed transferee if the
proposed transfer is not a sale of Shares through a public exchange or other open market, and
(4) whether or not the transfer is for a valuable consideration, and, if so, if the proposed
transfer is not a sale of Shares through a public exchange or other open market, the amount of the
consideration and the other terms of the sale or other transfer or attempted transfer of Shares.
If the transfer or attempted transfer is a sale of Shares and is not a sale of Shares through a
public exchange or other open market, then the transferor Shareholder shall also demonstrate to the
reasonable satisfaction of the Board of Directors of SFS that the intended sale is bona fide. If
SFS is not in existence five (5) business days prior to the date of the transfer or attempted
transfer, then such transferor Shareholder shall provide such Request for Approval of Transfer to
the Designee.
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The Board of Directors of SFS or the Designee, as the case may be, shall provide written
notice of approval of the Request for Approval of Transfer (“Notice of Approval of Transfer”) or
written notice of disapproval of the Request for Approval of Transfer (“Notice of Disapproval of
Transfer”) to the requesting transferor Shareholder within three (3) business days of the date the
Request for Approval of Transfer is received by SFS or the Designee. If the transfer or attempted
transfer of Shares in violation of this Agreement is not approved and authorized pursuant to the
terms of this paragraph 3(d) within three (3) business days of the date the Request for Approval of
Transfer is received by SFS or the Designee, then the transfer or attempted transfer shall be
deemed unauthorized, in violation of this Agreement and void.
(e) Stapling Agreements.
(1) No Shareholder shall enter into an agreement with another Shareholder or Shareholders
relating to the ownership, purchase, sale or other transfer of any debt or equity interest in any
entity if such agreement, in any manner, whether by condition, covenant, grant of option or
otherwise, requires or permits the ownership, purchase, sale or other transfer of Shares or Class A
Commons Stock (a “Stapling Agreement”). A Shareholder entering into a Stapling Agreement after
the execution of this Agreement hereby indemnifies and holds harmless each other Shareholder for
all loss, liability, cost or expense, including attorney fees and costs (including, but not limited
to, paralegal and other legal assistant fees, and court costs), incurred and arising out of or
related such Stapling Agreement including, without limitation, any loss, liability, cost or expense
relating to violation of, compliance with, or registration under, the Federal Reserve Act, the Bank
Holding Company Act or the Change in Bank Control Act, or regulations thereunder, each as may be
amended from time to time. A Stapling Agreement shall be void ab initio (from the beginning) among
Shareholders that are a party to such Stapling Agreement.
(2) For purposes of this paragraph 3(e), the entering into an agreement by a Shareholder to
liquidate or partially liquidate, merge, dissolve, reorganize or otherwise modify or terminate,
fully or partially, an entity including, but not limited to, a general partnership, limited
partnership, limited liability partnership, limited liability company, corporation, trust, estate,
conservatorship, custodianship or any other entity or other fiduciary relationship which
a. is in existence as of the date of this Agreement,
b. owns Shares or Class A Common Stock as of the date of this Agreement
(the “Modified Entity”), and
c. does not change or otherwise modify ownership of Shares
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or Class A Common Stock, including
beneficial ownership of Shares or Class A Common Stock, held by such Modified Entity prior to the
Shareholder entering into such an agreement,
shall not be, and shall not be deemed, as entering into a Stapling Agreement.
shall not be, and shall not be deemed, as entering into a Stapling Agreement.
(f) Regulatory Compliance.
(1) No Shareholder shall transfer Shares
a. in violation of state or federal banking or bank holding company laws or regulations,
including, without limitation, the Federal Reserve Act, the Bank Holding Company Act or the Change
in Bank Control Act, or regulations thereunder, each as may be amended from time to time
(collectively the “Banking Acts and Regulations”) and
b. unless the transferee shall have received the consents or approvals required, if any, under
the Banking Acts and Regulations.
If a Shareholder transfers Shares in violation of this paragraph 3(f), such Shareholder hereby indemnifies and holds harmless each other Shareholder for all loss, liability, cost or expense, including attorney fees and costs (including, but not limited to, paralegal and other legal assistant fees, and court costs), incurred and arising out of or related to violations of, compliance with, or registration under the Banking Acts and Regulations.
If a Shareholder transfers Shares in violation of this paragraph 3(f), such Shareholder hereby indemnifies and holds harmless each other Shareholder for all loss, liability, cost or expense, including attorney fees and costs (including, but not limited to, paralegal and other legal assistant fees, and court costs), incurred and arising out of or related to violations of, compliance with, or registration under the Banking Acts and Regulations.
(2) Each Shareholder hereby acknowledges receipt of, and, if applicable to such Shareholder,
shall comply with, the Corporation’s Xxxxxxx Xxxxxxx Policy, a copy of which is attached hereto as
Exhibit “B” and by this reference is made a part hereof.
4. Permitted Transfers.
(a) Transfer. A Shareholder may transfer or permit the transfer of Shares to a Permitted
Transferee.
(b) Permitted Transferee. The term “Permitted Transferee” shall mean:
(1) in the case of a transferor Shareholder who is a member of the Second Generation, any
person who is
a. the spouse of the transferor Shareholder at the time of the transfer of Shares;
b. a lineal descendant of the transferor Shareholder;
c. a spouse, at the time of the transfer of Shares, of a lineal
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descendant of the transferor
Shareholder; and
d. a lineal descendant of a spouse of a lineal descendant, at the time of the transfer of
Shares, of the transferor Shareholder;
(2) in the case of a transferor Shareholder who is the spouse of a member of the Second
Generation or was the spouse of a member of the Second Generation at the time of such Second
Generation member’s death, any person who is
a. the spouse of the transferor Shareholder as long as such spouse is a member of the Second
Generation;
b. a lineal descendant of the of the transferor Shareholder as long as such lineal descendant
is a lineal descendant of a member of the Second Generation;
c. a spouse, at the time of the transfer of Shares, of a lineal descendant of the transferor
Shareholder as long as the lineal descendant of the transferor Shareholder is also a lineal
descendant of a member of the Second Generation; and
d. a lineal descendant of a spouse of a lineal descendant, at the time of the transfer of
Shares, of a lineal descendant of the transferor Shareholder as long as the lineal descendant of
the transferor Shareholder is also a lineal descendant of a member of the Second Generation;
(3) in the case of a transferor Shareholder who is a lineal descendant of a member of the
Second Generation, any person who is
a. the spouse, at the time of the transfer of Shares, of the transferor Shareholder;
b. a lineal descendant of the transferor Shareholder’s ancestor who is a member of the Second
Generation;
c. a spouse, at the time of the transfer of Shares, of a lineal descendant of the transferor
Shareholder’s ancestor who also is a member of the Second Generation; and
d. a lineal descendant of a spouse of a lineal descendant, at the time of the transfer of
Shares, of the transferor Shareholder’s ancestor who is a member of the Second Generation;
(4) in the case of a transferor Shareholder who is the spouse of a lineal descendant of a
member of the Second Generation or was the spouse of a lineal
descendant of a
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member of the Second
Generation at the time of such lineal descendant’s death, any person who is
a. the spouse of the transferor Shareholder as long as such spouse is a lineal descendant of a
member of the Second Generation;
b. a lineal descendant of the transferor Shareholder as long as such lineal descendant is a
lineal descendant of the ancestor of the transferor Shareholder’s spouse who is a member of the
Second Generation;
c. a spouse of a lineal descendant, at the time of the transfer of Shares, of the ancestor of
the transferor Shareholder’s spouse as long as such lineal descendant is also a lineal descendant
of a member of the Second Generation; and
d. a lineal descendant of the transferor Shareholder who is not a lineal descendant of a
member of the Second Generation as long as such lineal descendant is a lineal descendant of the
transferor Shareholder in being at the date of the execution of this Agreement;
(5) any estate, trust, conservatorship, custodianship or other fiduciary arrangement for the
sole benefit of any one or more individuals described in paragraphs 4(b)(1), 4(b)(2), 4(b)(3)
and/or 4(b)(4);
(6) a “charitable remainder trust” within the meaning of §664 of the Code so long as the
“noncharitable beneficiary” is one or more individuals described in paragraphs 4(b)(1), 4(b)(2),
4(b)(3), 4(b)(4) and/or 4(b)(5) and so long as the grantor/transferor Shareholder has sole or
shared power to vote or direct the voting of the Shares held by such trust by proxy, voting
agreement or otherwise; and
(7) any corporation, general partnership, limited partnership, limited liability partnership,
limited liability company or other entity in which, at the applicable time, each class of stock,
partnership interest, membership interest, or other ownership interest is one hundred percent
(100%) owned by one or more individuals or other persons or legal entities described in paragraphs
4(b)(1), 4(b)(2), 4(b)(3), 4(b)(4) and/or 4(b)(5).
(c) Second Generation. The members of the “Second Generation” are Xxx X. Xxxxx, Xxxxx X.
Xxxxx, Xx., Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx and Xxxxx X. Xxxxx.
(d) Lineal Descendants. The term “lineal descendant” or “lineal descendants” of the person
designated includes adopted persons only if such adopted persons are legally adopted prior to
attaining eighteen (18) years of age.
(e) Spouse. The term “spouse” shall mean a person married through
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solemnization or
declaration but shall exclude a person married by common law.
(f) Branch Family Member. The term “Branch Family Member” shall mean
(1) in the case of a transferor Shareholder who is a member of the Second Generation, those
persons described in paragraph 4(b)(1);
(2) in the case of a transferor Shareholder who is the spouse of a member of the Second
Generation or was the spouse of a member of the Second Generation at the time of such Second
Generation member’s death, those persons described in paragraph 4(b)(2);
(3) in the case of a transferor Shareholder who is a lineal descendant of a member of the
Second Generation, those persons described in paragraph 4(b)(3); and
(4) in the case of a transferor Shareholder who is the spouse of a lineal descendant of a
member of the Second Generation or was the spouse of a lineal descendant of a member of the Second
Generation at the time of such lineal descendant’s death, those persons described in paragraph
4(b)(4).
(g) Joinder Agreement. The transferor Shareholder shall deliver a copy of this Agreement to
the transferee Shareholder/Permitted Transferee and shall cause the transferee
Shareholder/Permitted Transferee to sign a Joinder Agreement in the form attached hereto as Exhibit
“C” and, by this reference, made a part hereof, and shall deliver such signed Joinder
Agreement to
the secretary of the Corporation and to SFS within ten (10) business days of the transfer. If the
secretary of the Corporation and SFS do not receive the signed Joinder Agreement within ten (10)
business days of the transfer, the transfer shall be void. The transferee Shareholder/Permitted
Transferee and the Shares held by such transferee Shareholder/Permitted Transferee shall be subject
to the terms and conditions of this Agreement as if the transferee Shareholder/Permitted Transferee
had been an original party to this Agreement.
5. Option to Purchase in Event of Transfer. In the event of a transfer of Shares to
other than a Permitted Transferee, the non-transferring Shareholders shall have the right and
option to purchase all such Shares for the price and on the other terms and conditions set forth in
this Agreement.
6. Transfer of Shares Upon Death of Shareholder.
(a) First Notice of Transfer. Upon the death of any Shareholder and upon the death of any
person for whom Shares are beneficially held as provided in paragraph 4(b)(5) and 4(b)(6) (the
“Deceased Shareholder”), if the Deceased Shareholder or his or her representative transfers any or
all of such Deceased Shareholder’s Shares to any person other than a Permitted Transferee of the
Deceased Shareholder (the “Offered Shares”), the personal
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representative of the estate of the
Deceased Shareholder, or, if the Deceased Shareholder does not have a probate estate, the successor
trustee of the Deceased Shareholder’s trust (the “Personal Representative/Trustee”), shall provide
written notice to each Branch Family Member of the Deceased Shareholder (the “Branch Family Member
of the Deceased Shareholder” or, collectively, the “Branch Family Members of the Deceased
Shareholder”) of the transfer of the Offered Shares (the “First Notice of Transfer”) within one
hundred ninety (190) days of the appointment of the Personal Representative/Trustee. The First
Notice of Transfer shall state:
(1) the number of Shares to be transferred,
(2) the date of the proposed transfer,
(3) the name, business address, and residence address of the proposed transferee if the
proposed transfer is not a sale of Shares through a public exchange or other open market, and
(4) whether or not the transfer is for a valuable consideration, and, if so, if the proposed
transfer is not a sale of Shares through a public exchange or other open market, the amount of the
consideration and the other terms of the sale or other transfer. If the transfer is a sale and is
not a sale through a public exchange or other open market, then, at the request of any Branch
Family Member of the Deceased Shareholder, the Personal
Representative/Trustee shall demonstrate to the reasonable satisfaction of each Branch Family
Member of the Deceased Shareholder that the intended sale is bona fide.
(b) First Notice to Exercise or Not Exercise Option. Within three (3) business days of the
date the First Notice of Transfer is received, each Branch Family Member of the Deceased
Shareholder shall either
(1) give the Personal Representative/Trustee and each other Branch Family Member of the
Deceased Shareholder written notice that he, she or it is exercising his, her or its option to
purchase all or any portion of the Offered Shares (the “First Notice to Exercise Option”) or
(2) give the Personal Representative/Trustee and each other Branch Family Member of the
Deceased Shareholder written notice that he, she or it is not exercising his, her or its option to
purchase any of the Offered Shares (the “First Notice to Not Exercise Option”).
A First Notice to Exercise Option shall include the number of Shares the Branch Family Member of
the Deceased Shareholder intends to purchase. If the Personal Representative/Trustee does not
receive a First Notice to Exercise Option or a First Notice to Not Exercise Option from a Branch
Family Member of the Deceased Shareholder within five (5) business days of receipt of the First
Notice of Transfer by the Branch Family Member of the Deceased Shareholder (the “End of the
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First
Option Period”), then such Branch Family Member of the Deceased Shareholder shall be deemed to have
given a First Notice to Not Exercise Option and such Branch Family Member of the Deceased
Shareholder will no longer have an option to purchase Offered Shares.
(c) Offer to Purchase More Than Offered Shares After End of First Option Period. If the sum
of the Shares included in each First Notice to Exercise Option is more than the Offered Shares,
then each Branch Family Member of the Deceased Shareholder who gave a First Notice to Exercise
Option shall purchase the number of Offered Shares which bears the same proportion to the total
number of Offered Shares as the number of Shares owned by such Branch Family Member of the Deceased
Shareholder at the time the First Notice of Transfer is sent bears to the sum of the Shares then
owned by all Branch Family Members of the Deceased Shareholder who gave a First Notice to Exercise
Option.
(d) Offer to Purchase Less Than Offered Shares After End of First Option Period. If the sum
of the Shares included in each First Notice to Exercise Option is less than the Offered Shares,
then the Personal Representative/Trustee shall provide a second written notice of Offered Shares
(the “Second Notice of Transfer”) to each Shareholder other than representatives of the Deceased
Shareholder and other than those Branch Family Members of the Deceased Shareholder who gave a First
Notice to Not Exercise Option or was deemed to have given a First Notice to Not Exercise Option
(the “Remaining Xxxxx Family Shareholders”) within one (1) business day of the End of the First
Option Period. The Second Notice of Transfer shall state the number of the Offered Shares less the
sum of the Shares included in each First Notice to Exercise Option (the “Shares Available After
First Option”).
(e) Second Notice to Exercise or Not Exercise Option. Within three (3) business days of the
date the Second Notice of Transfer is received, each Remaining Xxxxx Family Shareholder who
receives a Second Notice to Transfer shall either
(1) give the Personal Representative/Trustee and each other Remaining Xxxxx Family Shareholder
written notice that he, she or it is exercising his, her or its option to purchase all or any
portion of the Shares Available After First Option (the “Second Notice to Exercise Option”) or
(2) give the Personal Representative/Trustee and each other Remaining Xxxxx Family Shareholder
written notice that he, she or it is not exercising his, her or its option to purchase any of the
Shares Available After First Option (the “Second Notice to Not Exercise Option”).
A Second Notice to Exercise Option shall include the number of Shares the Remaining Xxxxx Family
Shareholder intends to purchase. If the Personal Representative/Trustee does not receive a Second
Notice to Exercise Option or a Second Notice to Not Exercise Option from a Remaining Xxxxx Family
Shareholder within five (5) business days of receipt of the Second Notice of Transfer by the
Remaining Xxxxx Family Shareholder (the “End of the Second
Option
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Period”), then such Remaining
Xxxxx Family Shareholder shall be deemed to have given a Second Notice to Not Exercise Option and
such Remaining Xxxxx Family Shareholder will no longer have an option to purchase Shares Available
After First Option.
(f) Offer to Purchase More Than Offered Shares After End of Second Option Period. If the sum
of the Shares included in each First Notice to Exercise Option plus the sum of the Shares included
in each Second Notice to Exercise Option is more than the Offered Shares, then each Remaining Xxxxx
Family Shareholder who gave a Second Notice to Exercise Option shall purchase the number of Shares
Available After First Option which bears the same proportion to the total number of Shares
Available After First Option as the number of Shares owned by such Remaining Xxxxx Family
Shareholder at the time the First Notice of Transfer is sent bears to the sum of the Shares then
owned by all Remaining Xxxxx Family Shareholders who gave a Second Notice to Exercise Option.
(g) Offer to Purchase Less than Offered Shares after End of Second Option Period. If the sum
of the Shares included in each First Notice to Exercise Option plus the sum of the Shares included
in each Second Notice to Exercise Option (the “Shares Purchased Under Option”) is less than the
Offered Shares, then the Remaining Xxxxx Family Shareholders forfeit their options to purchase such
Shares equal to the Offered Shares less the Shares Purchased Under Option (the “Non-Option Shares”)
and the transfer of the Non-Option Shares can be completed on the same terms and conditions stated
in the First Notice of Transfer and to the person or persons identified therein, but not otherwise;
provided, however, that if the intended transfer does not occur within one hundred
eighty (180) days after the End of the Second Option Period or if any change is made in the terms
or conditions of the intended transfer, the intended transfer may not be made or completed unless
the Personal Representative/Trustee first again provides a First Notice of Transfer and a Second
Notice of Transfer under this paragraph and permits the Shareholders other than representatives of the
Deceased Shareholder to exercise his, her, its or their rights to purchase as provided in this
paragraph. The transferees and the Shares acquired by such person or persons shall thereafter be
subject to the terms and conditions of this Agreement as if the transferees had been original
parties to this Agreement.
7. Voluntary Transfer of Shares.
(a) First Notice of Intent to Transfer. If a Shareholder intends to transfer any or all of
such Shareholder’s Shares to any person other than a Permitted Transferee of such Shareholder, such
Shareholder (the “Optionor”) shall provide written notice to each Branch Family Member of the
Optionor (the “Branch Family Member of the Optionor” or, collectively, the “Branch Family Members
of the Optionor”) of the intention to transfer Shares (the “First Notice of Intent to Transfer”) at
least fifteen (15) days in advance of any such transfer. The First Notice of Intent to Transfer,
in addition to stating the intent to transfer Shares, shall state:
(1) the number of Shares to be transferred (the “Offered Shares”),
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(2) the date of the proposed transfer,
(3) the name, business address, and residence address of the proposed transferee if the
proposed transfer is not a sale of Shares through a public exchange or other open market, and
(4) whether or not the transfer is for a valuable consideration, and, if so, if the proposed
transfer is not a sale of Shares through a public exchange or other open market, the amount of the
consideration and the other terms of the sale or other transfer. If the transfer is a sale and is
not a sale of Shares through a public exchange or other open market, then, at the request of any
Branch Family Member of the Optionor, the Optionor shall demonstrate to the reasonable satisfaction
of each Branch Family Member of the Optionor that the intended sale is bona fide.
(b) First Notice to Exercise or Not Exercise Option. Within three (3) business days of the
date the First Notice of Intent to Transfer is received, each Branch Family Member of the Optionor
shall either
(1) give the Optionor and each other Branch Family Member of the Optionor written notice that
he, she or it is exercising his, her or its option to purchase all or any portion of the Offered
Shares (the “First Notice to Exercise Option”) or
(2) give the Optionor and each other Branch Family Member of the Optionor written notice that
he, she or it is not exercising his, her or its option to purchase any of the Offered Shares (the
“First Notice to Not Exercise Option”).
A First Notice to Exercise Option shall include the number of Shares the Branch Family Member of
the Optionor intends to purchase. If the Optionor does not receive a First Notice to Exercise
Option or a First Notice to Not Exercise Option from a Branch Family Member of the Optionor
within five (5) business days of receipt of the First Notice of Intent to Transfer by the Branch Family
Member of the Optionor (the “End of the First Option Period”), then such Branch Family Member of
the Optionor shall be deemed to have given a First Notice to Not Exercise Option and such Branch
Family Member of the Optionor will no longer have an option to purchase Offered Shares.
(c) Offer to Purchase More Than Offered Shares After End of First Option Period. If the sum
of the Shares included in each First Notice to Exercise Option is more than the Offered Shares,
then each Branch Family Member of the Optionor who gave a First Notice to Exercise Option shall
purchase the number of Offered Shares which bears the same proportion to the total number of
Offered Shares as the number of Shares owned by such Branch Family Member of the Optionor at the
time the First Notice of Intent to Transfer is sent bears to the sum of the Shares then owned by
all Branch Family Members of the Optionor who
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 13 |
gave a First Notice to Exercise Option.
(d) Offer to Purchase Less than Offered Shares After End of First Option Period. If the sum
of the Shares included in each First Notice to Exercise Option is less than the Offered Shares,
then the Optionor shall provide a second written notice of Offered Shares (the “Second Notice of
Intent to Transfer”) to each Shareholder other than the Optionor Shareholder and other than those
Branch Family Members of the Optionor who gave a First Notice to Not Exercise Option or was deemed
to have given a First Notice to Not Exercise Option (the “Remaining Xxxxx Family Shareholders”)
within one (1) business day of the End of the First Option Period. The Second Notice of Intent to
Transfer shall state the number of the Offered Shares less the sum of the Shares included in each
First Notice to Exercise Option (the “Shares Available After First Option”).
(e) Second Notice to Exercise or Not Exercise Option. Within three (3) business days of the
date the Second Notice of Intent to Transfer is received, each Remaining Xxxxx Family Shareholder
who receives a Second Notice of Intent to Transfer shall either
(1) give the Optionor and each other Remaining Xxxxx Family Shareholder written notice that
he, she or it is exercising his, her or its option to purchase all or any portion of the Shares
Available After First Option (the “Second Notice to Exercise Option”) or
(2) give the Optionor and each other Remaining Xxxxx Family Shareholder written notice that
he, she or it is not exercising his, her or its option to purchase any of the Shares Available
After First Option (the “Second Notice to Not Exercise Option”).
A Second Notice to Exercise Option shall include the number of Shares the Remaining Xxxxx Family
Shareholder intends to purchase. If the Optionor does not receive a Second Notice to Exercise
Option or a Second Notice to Not Exercise Option from a Remaining Xxxxx Family Shareholder within
five (5) business days of receipt of the Second Notice of Intent to Transfer by the Remaining Xxxxx
Family Shareholder (the “End of the Second Option Period”), then such Remaining Xxxxx Family
Shareholder shall be deemed to have given a Second Notice to Not
Exercise Option and such Remaining Xxxxx Family Shareholder will no longer have an option to
purchase Shares Available After First Option.
(f) Offer to Purchase More Than Offered Shares After End of Second Option Period. If the sum
of the Shares included in each First Notice to Exercise Option plus the sum of the Shares included
in each Second Notice to Exercise Option is more than the Offered Shares, then each Remaining Xxxxx
Family Shareholder who gave a Second Notice to Exercise Option shall purchase the number of Shares
Available After First Option which bears the same proportion to the total number of Shares
Available After First Option as the number of Shares owned by such
Remaining Xxxxx Family Shareholder at the time the First Notice of Transfer is sent bears to the sum of the Shares then
owned by all Remaining Xxxxx Family
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 14 |
Shareholders who gave a Second Notice to Exercise Option.
(g) Offer to Purchase Less than Offered Shares after End of Second Option Period. If the sum
of the Shares included in each First Notice to Exercise Option plus the sum of the Shares included
in each Second Notice to Exercise Option (the “Shares Purchased Under Option”) is less than the
Offered Shares, then the Remaining Xxxxx Family Shareholders forfeit their options to purchase such
Shares equal to the Offered Shares less the Shares Purchased Under Option (the “Non-Option Shares”)
and the transfer of the Non-Option Shares can be completed on the same terms and conditions stated
in the Notice of Intent to Transfer and to the person or persons identified therein, but not
otherwise; provided, however, that if the intended transfer does not occur within
fourteen (14) days after the End of the Second Option Period or if any change is made in the terms
or conditions of the intended transfer, the intended transfer may not be made or completed unless
the Optionor first again provides a First Notice of Intent to Transfer and a Second Notice of
Intent to Transfer under this paragraph and permits the Shareholders other than the Optionor
Shareholder to exercise his, her, its or their rights to purchase as provided in this paragraph.
The transferees and the Shares acquired by such person or persons shall thereafter be subject to
the terms and conditions of this Agreement as if the transferees had been original parties to this
Agreement.
8. Involuntary Transfer of Shares.
(a) First Notice of Transfer. If other than by reason of a Shareholder’s Death, Shares are
transferred by operation of law or otherwise transferred to any person other than a Permitted
Transferee of such Shareholder (such as, but not limited to, a transfer to a Shareholder’s trustee
in bankruptcy or a purchaser at any creditor’s sale or court sale) the Shareholder owner (the
“Transferor”) of such shares (the “Offered Shares”) shall immediately provide written notice to
each Branch Family Member of the Transferor (the “Branch Family Member of the Transferor” or,
collectively, the “Branch Family Members of the Transferor”) of such transfer (the “First Notice of
Transfer”). The First Notice of Transfer shall state
(1) the number of Shares to be transferred (the “Offered Shares”),
(2) the date of the proposed transfer,
(3) the terms of the involuntary transfer,
(4) the name, business address, and residence address of the transferee, and
(5) whether or not the transfer is for a valuable consideration, and, if so, the amount of the
consideration and the other terms of the sale or other transfer.
(b) First
Notice to Exercise or Not Exercise Option. Within three (3)
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 15 |
business days of the
date the First Notice of Transfer is received, each Branch Family Member of the Transferor shall
either
(1) give the Transferor and each other Branch Family Member of the Transferor written notice
that he, she or it is exercising his, her or its option to purchase all or any portion of the
Offered Shares (the “First Notice to Exercise Option”) or
(2) give the Transferor and each other Branch Family Member of the Transferor written notice
that he, she or it is not exercising his, her or its option to purchase any of the Offered Shares
(the “First Notice to Not Exercise Option”).
A First Notice to Exercise Option shall include the number of Shares the Branch Family Member of
the Transferor intends to purchase. If the Transferor does not receive a First Notice to Exercise
Option or a Notice to Not Exercise Option from a Branch Family Member of the Transferor within five
(5) business days of receipt of the First Notice of Transfer by the Branchy Family Member of the
Transferor (the “End of the First Option Period”), then such Branch Family Member of the Transferor
shall be deemed to have given a First Notice to Not Exercise Option and such Branch Family Member
of the Transferor will no longer have an option to purchase Offered Shares.
(c) Offer to Purchase More Than Offered Shares After End of First Option Period. If the sum
of the Shares included in each First Notice to Exercise Option is more than the Offered Shares,
then each Branch Family Member of the Transferor who gave a First Notice to Exercise Option shall
purchase the number of Offered Shares which bears the same proportion to the total number of
Offered Shares as the number of Shares owned by such Branch Family Member of the Transferor at the
time the First Notice of Transfer bears to the sum of the Shares then owned by all Branch Family
Members of the Transferor who gave a First Notice to Exercise Option.
(d) Offer to Purchase Less than Offered Shares After First Option Period. If the sum of the
Shares included in each First Notice to Exercise Option is less than the Offered Shares, then the
Transferor shall provide a second written notice of Offered Shares (the “Second Notice to
Transfer”) to each Shareholder other than the Transferor Shareholder and other than those Branch
Family Members of the Transferor who gave a First Notice to Not Exercise Option or was deemed to
have given a First Notice to Not Exercise Option (the “Remaining Xxxxx Family Shareholders”) within
one (1) business day of the End of the First Option Period. The Second Notice of Transfer shall
state the number of the Offered Shares less
the sum of the Shares included in each First Notice to Exercise Option (the “Shares Available
After First Option”).
(e) Second Notice to Exercise or Not Exercise Option. Within three (3) business days of the
date the Second Notice of Transfer is received, each Remaining Xxxxx Family Shareholder who
receives a Second Notice of Transfer shall either
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 16 |
(1) give the Transferor and each other Remaining Xxxxx Family Shareholder written notice that
he, she or it is exercising his, her or its option to purchase all or any portion of the Shares
Available After First Option (the “Second Notice to Exercise Option”) or
(2) give the Transferor and each other Remaining Xxxxx Family Shareholder written notice that
he, she or it is not exercising his, her or its option to purchase any of the Shares Available
After First Option (the “Second Notice to Not Exercise Option”).
A Second Notice to Exercise Option shall include the number of Shares the Remaining Xxxxx Family
Shareholder intends to purchase. If the Transferor does not receive a Second Notice to Exercise
Option or a Second Notice to Not Exercise Option from a Remaining Xxxxx Family Shareholder within
five (5) business days of receipt of the Second Notice of Transfer by the Remaining Xxxxx family
Shareholder (the “End of the Second Option Period”), then such Remaining Xxxxx Family Shareholder
shall be deemed to have given a Second Notice to Not Exercise Option and such Remaining Xxxxx
Family Shareholder will no longer have an option to purchase Shares Available After First Option.
(f) Offer to Purchase More Than Offered Shares After End of Second Option Period. If the sum
of the Shares included in each First Notice to Exercise Option plus the sum of the Shares included
in each Second Notice to Exercise Option is more than the Offered Shares, then each Remaining Xxxxx
Family Shareholder who gave a Second Notice to Exercise Option shall purchase the number of Shares
Available After First Option which bears the same proportion to the total number of Shares
Available After First Option as the number of Shares owned by such
Remaining Xxxxx Family Shareholder at the time the First Notice of Transfer is sent bears to the sum of the Shares then
owned by all Remaining Xxxxx Family Shareholders who gave a Second Notice to Exercise Option.
(g) Offer to Purchase Less than Offered Shares after End of Second Option Period. If the sum
of the Shares included in each First Notice to Exercise Option plus the sum of the Shares included
in each Second Notice to Exercise Option (the “Shares Purchased Under Option”) is less than the
Offered Shares, then the Remaining Xxxxx Family Shareholders forfeit their options to purchase such
Shares equal to the Offered Shares less the Shares Purchased Under Option (the “Non-Option Shares”)
and the transfer of the Non-Option Shares can be completed on the same terms and conditions stated
in the Notice of Transfer and to the person or persons identified therein, but not otherwise;
provided, however, that if the intended transfer does not occur within fourteen
(14) days after the End of the Second Option Period or if any change is made in the terms or
conditions of the intended transfer, the intended transfer may not be made or completed unless the
Transferor first again provides a First Notice of Transfer
and a Second Notice of Transfer under this paragraph and permits the Shareholders other than
the Transferor Shareholder to exercise his, her, its or their rights to purchase as provided in
this paragraph. The transferees and the Shares acquired by such person or persons shall thereafter
be
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 17 |
subject to the terms and conditions of this Agreement as if the transferees had been original
parties to this Agreement.
9. Death of Proposed Transferor. If a Shareholder who transfers Shares or proposes to
transfer Shares dies prior to the closing of the sale and purchase contemplated by paragraphs 7 and
8 of this Agreement, such Shareholder’s Shares shall be the subject of sale and purchase under
paragraph 6 of this Agreement.
10. Purchase Price. The Purchase Price shall be the purchase price determined in
accordance with the provisions of Exhibit “D” attached hereto and, by this reference, made a part
hereof.
11. Payment of the Purchase Price. The purchase price for Shares purchased pursuant
to any of the options granted in this Agreement shall be paid in cash or certified funds on the
Closing Date.
12. Closing.
(a) Time and Place. Unless otherwise agreed by the parties, the closing of the sale and
purchase of Shares as provided in this Agreement (the “Closing Date”) shall take place
(1) in the case of a transfer under paragraph 6, within three (3) business days after the End
of the Second Option Period;
(2) in the case of a transfer under paragraph 7, within three (3) business days after the End
of the Second Option Period; and
(3) in the case of a transfer under paragraph 8, within three (3) business days after the End
of the Second Option Period.
The closing shall take place at the principal office of Xxxxx Family Services, Inc. or at such
other location as the parties to the sale and purchase agree upon.
(b) Documents. At the closing of the sale and purchase, the selling and purchasing parties
shall execute and immediately deliver to each other the various documents which shall be required
to carry out their undertakings pursuant to this Agreement including, but not limited to, the
payment of cash and the assignment of Shares free and clear of all taxes, debts, claims, judgments,
liens, or encumbrances whatsoever and, in the case of certificated shares, delivery of stock
certificates for the Shares being sold and purchased free and clear of all taxes, debts, claims,
judgments, liens, or encumbrances whatsoever.
13. Legend
on Certificates. All Shares now or hereafter owned by the
Shareholders
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 18 |
shall be subject to the terms and conditions of this Agreement and each Shareholder, transferee, or
successor agrees that the certificates representing Shares shall bear the following legend reciting
the existence of this Agreement:
The sale, transfer, or encumbrance of shares of common stock represented by this
certificate is subject to an agreement among certain shareholders of the corporation
to restrict transfer or acquisition of the shares. A copy of the agreement is on
file in the office of the secretary of the corporation. The agreement provides,
among other things, for certain obligations to sell the shares of common stock
evidenced by this certificate and to purchase the shares of common stock evidenced
by this certificate. By accepting the shares of common stock evidenced by this
certificate, the holder of this certificate agrees to be bound by the agreement.
Any transfer or acquisition in violation of the agreement is null and void.
Upon the execution of this Agreement, each Shareholder, transferee or successor shall immediately
temporarily surrender his, her or its stock certificate or certificates to the Corporation and the
Corporation shall cause the above legend to be placed thereupon before returning the certificate or
certificates to each Shareholder. If the Shares are in uncertificated form, upon the execution of
this Agreement or upon the execution of a Joinder Agreement, each Shareholder, transferee, or
successor shall immediately provide written notice of the existence of this Agreement or, in the
case of a transferee or successor, the Joinder Agreement, to the Corporation and to the transfer
agent of the Corporation and each Shareholder, transferee, or successor agrees to stop transfer
restrictions placed on the Shares in the records of the Corporation and/or the transfer agent of
the Corporation. Additionally, each Shareholder, transferee, or successor agrees to provide such
documentation and assurances as are reasonably requested by the Corporation and/or transfer agent
of the Corporation to allow transfer of Shares.
14. Reissued Shares. The Corporation shall have the right to substitute or reissue
shares of stock in exchange for all Shares in the event of a merger, consolidation, name change,
sale, spin-off, recapitalization or other corporate reorganization. Substituted or reissued stock
shall be subject to the terms and conditions of this Agreement.
15. Change of Entity Ownership. If a Shareholder is a corporation, general
partnership, limited partnership, limited liability partnership, limited liability company or other
entity (the “Entity”),
(a) any change in ownership of the Entity as a result of the death of an owner of the Entity
and that results in the Entity no longer being a Permitted Transferee shall constitute a transfer
of Shares governed by paragraph 6 of this Agreement;
(b) any intended change in ownership of the Entity which will result in the Entity no longer
being a Permitted Transferee shall constitute a transfer of Shares governed by
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 19 |
paragraph 7 of this
Agreement; and
(c) any change in ownership of the Entity as a result of an involuntary transfer that results
in the Entity no longer being a Permitted Transferee shall constitute a transfer of Shares governed
by paragraph 8 of this Agreement.
16. Termination and Survival of Rights and Remedies.
(a) Events Causing Termination. This Agreement and all restrictions on Share transfers
created by this Agreement shall be effective as of the date hereof and shall terminate on the
occurrence of any of the following events:
(1) The bankruptcy, receivership, or dissolution of the Corporation;
(2) A single Shareholder becoming the owner of all of the Shares which are then subject to
this Agreement;
(4) The execution of a written instrument by Shareholders owning at least seventy-five percent
(75%) of the Shares subject to this Agreement which terminates this Agreement;
(5) The death of all Shareholders within a period of thirty (30) days of each other, in which
case the termination shall be effective as of the date preceding the day of the death of the first
Shareholder to die and the Shares owned by any deceased Shareholder’s estate or deceased
Shareholder’s trust shall be owned free of the terms and conditions of this Agreement; or
(6) The Shareholders, together, owning less than twenty percent (20%) of the economic
ownership of all shareholders of the corporation.
(b) Term. Unless sooner terminated under paragraph 16(a), this Agreement shall terminate at
midnight on the day that is twenty-five (25) years from the date of this Agreement.
(c) Survival of Rights and Remedies. The termination of this Agreement for any reason shall
not affect any right or remedy existing hereunder prior to the effective date of the termination of
this Agreement.
17. Remedies and Waiver. The parties hereto agree that they will not have an adequate
remedy at law for the breach of this Agreement because, among other reasons, the Shareholders
desire to maintain control of the Corporation. The parties hereto shall have available for any
breach of this Agreement the remedies of specific performance and injunctive relief, together with
all other remedies at law or in equity. No waiver of, or forbearance to
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 20 |
enforce any right or
provision under this Agreement shall be binding unless it is in writing and signed by the party to
be bound, and no such waiver or forbearance in any instance shall apply to any other instance or
any other right or provision.
18. Indemnification and Hold Harmless. Shareholders (and each of them, individually
and jointly and severally) hereby agree to indemnify and hold SFS, its directors, officers,
employees, successors, assigns, agents and attorneys, harmless and on demand on a dollar for dollar
basis for, from and against all losses, damages, liabilities, claims, actions, causes of action,
fines, penalties, demands, rights, obligations, deficiencies, payments, judgments, settlements,
costs and expenses, whether known or unknown, asserted or unasserted, foreseen or unforeseen,
existing or which may arise in the future, both as to person and to property, and of any nature or
kind whatsoever, including, but not limited to and without limitation, costs and expenses of any
and all investigations, actions, suits, proceedings, demands, assessments, judgments, settlements
and compromises relating thereto, and including attorneys’ fees and costs (including, but not
limited to, paralegal and other legal assistant fees, and court costs) and other fees and costs and
any and all sums paid for settlement of any and all such amounts in connection therewith resulting
from, arising out of, due to, or in any way relating to, directly or indirectly, administration by
SFS of any and all terms, conditions and provisions of this Agreement.
19. Attorneys’ Fees. In the event of a default under this Agreement, the
non-defaulting party or parties shall be entitled to recover from the defaulting party or parties
all costs and expenses incurred by the non-defaulting party or parties by reason of the default
including, without limitation, reasonable attorneys’ fees and costs, including, but not limited to,
paralegal and other legal assistant fees, and court costs, whether those amounts are incurred with
or without legal action.
20. Governing Law. This Agreement shall be governed for all purposes by the laws of
the State of Montana.
21. Severability. Each term and provision of this Agreement is intended to be
enforced to the maximum extent permitted by applicable law. If any term or provision of this
Agreement or the applicability thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and shall continue in full force and effect.
22. Notices. All notices under this Agreement shall be made in writing and shall be
deemed to have been delivered and received either
(a) when personally delivered to the party thereunto entitled,
(b) on the second (2nd) business day after the date on which deposited with a
recognized overnight public carrier (e.g. Federal Express or UPS) for
the fastest available
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 21 |
overnight delivery service to the party entitled thereto with confirmation of receipt,
(c) on the third (3rd) business day after the date on which deposited in the United
States mail, certified or registered mail, postage prepaid, to the party entitled thereto, return
of receipt requested, or
(d) on the date on which received by facsimile or electronic mail (“e-mail”),
addressed to the party for whom intended at the street address, facsimile number or e-mail address
set forth on Exhibit “A” of this Agreement except that any party may change his, her, or its
address, facsimile number or e-mail address by giving the other parties written notice of such
change of address.
23. Binding Effect. This Agreement is binding upon and inures to the benefit of the
Shareholders and their respective heirs, legal representatives, personal representatives,
successors, and assigns. The Shareholders, by the signing hereof, direct their personal
representatives to open their estates promptly in the court of proper jurisdiction and execute,
procure, and deliver all documents including, but not limited to, appropriate orders of such court
and estate and inheritance tax waivers as shall be required to effectuate the purposes of this
Agreement.
24. Time. Time shall be of the essence of this Agreement.
25. Business Days. For purposes of this Agreement, “business days” shall not include
United States federal holidays, Saturdays or Sundays.
26. Headings. The headings used herein are for convenience only and shall not be
construed as a part of this Agreement or as a limitation on the scope of the particular paragraphs
to which they refer.
27. Entire Agreement and Modification. This Agreement contains the entire agreement
and understanding of the parties and supersedes any and all prior negotiations and understandings
and, in particular, supersedes the terms and conditions of all shareholder agreements by and among
the Shareholders previously entered into by and among the Shareholders. This Agreement may not be
modified, amended, restated or terminated orally and no modification, amendment, restatement,
termination, except as provided in paragraph 16, attempted waiver, or change in any respect shall
be valid unless approved and authorized by the written consent of Shareholders owning at least
seventy-five percent (75%) of the Shares subject to this Agreement.
28. Facsimiles, Electronic Mail (e-mail) and Counterparts. A facsimile copy of this
Agreement or a copy of this Agreement transmitted by e-mail containing the signature of any party
shall be accepted as the original and shall be binding upon the signing party to the same
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 22 |
extent as
would a copy of this Agreement containing the party’s original signature. Upon request of a party,
a party signing and delivering this Agreement by facsimile or e-mail shall deliver to the
requesting party a copy hereof containing the signing party’s original signature. This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be an original, but
all of which taken together shall constitute one and the same document.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
| Xxxxx Family Shareholders’ Agreement | ||
| Page | 23 |
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date set
forth on page 1.
| Xxx X. Xxxxx Trust | ||||||||||
| /s/ Xxx X. Xxxxx | /s/ Xxx X. Xxxxx | |||||||||
| Xxx X. Xxxxx, Trustee | Xxx X. Xxxxx, Individually | |||||||||
| First Interstate Bank, Trustee | Xxx Xxxxx Living Trust | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | /s/ Xxx Xxxxx | ||||||||
| Its: Trust Specialist | Xxx Xxxxx, Trustee | |||||||||
| Xxxxxx X. Xxxxx Exemption Trust | ||||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | /s/ Xxxxxxx X. Xxxxx | ||||||||
| Its: VP & Trust Officer | Xxxxxxx X. Xxxxx, Trustee | |||||||||
| /s/ Xxxxxx Xxxxx | /s/ X.X. Xxxxxxxx, Xx. | |||||||||
| Xxxxxx Xxxxx, Individually | Xxxx Xxxxxxxx, Xx., Trustee | |||||||||
| /s/ Xxxxxxxx Xxxxx | /s/ Xxxxxxx X. Xxxxx | |||||||||
| Xxxxxxxx Xxxxx, Individually | Xxxxxxx X. Xxxxx, Individually | |||||||||
| Xxxxxx X. Xxxxx Family Trust | Xxxxxxx X. Xxxxx Exemption Trust | |||||||||
| First Interstate Bank, Trustee | ||||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | /s/ Xxxxxxx X. Xxxxx | ||||||||
| Its: Trust Specialist | Xxxxxxx X. Xxxxx, Trustee | |||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | /s/ X.X. Xxxxxxxx, Xx. | ||||||||
| Its: VP & Trust Officer | Xxxx Xxxxxxxx, Xx., Trustee | |||||||||
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Xxxxx Family Shareholders’ Agreement |
Page | 24 |
Xxxxxxx Xxxxx Xxxxx Trust
|
||||||||||
| /s/ Xxxxxxx X. Xxxxx | /s/ Xxxxxxx X. Xxxxx | |||||||||
| Xxxxxxx Xxxxx Xxxxx, Trustee | Xxxxxxx X. Xxxxx, Individually | |||||||||
| First Interstate Bank, Trustee | Riki Xxx Xxxxx Restated Trust Agreement | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | /s/ Xxxx Xxxxxxxx | ||||||||
| Its: Trust Specialist | Xxxx Xxxxxxxx, Trustee | |||||||||
| First Interstate Bank, Trustee | ||||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Its: VP & Trust Officer | Its: Trust Specialist | |||||||||
| /s/ Xxxx Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | ||||||||
| Xxxx Xxx Xxxxxxxx, Individually | Its: VP & TRUST OFFICER | |||||||||
Riki Xxxxx Xxxxxxxx Exemption Trust
|
Risa Xxx Xxxxx Trust | |||||||||
| /s/ Xxxxxxx X. Xxxxx | /s/ Xxxx Xxx Xxxxx | |||||||||
| Xxxxxxx X. Xxxxx, Trustee | Risa Xxx Xxxxx, Trustee | |||||||||
| /s/ X.X. Xxxxxxxx, Xx. | /s/ Risa Xxx Xxxxx | |||||||||
| Xxxx Xxxxxxxx, Xx., Trustee | Risa Xxx Xxxxx, Individually | |||||||||
| Risa Xxx Xxxxx Exemption Trust | Rae Xxx Xxxxx Exemption Trust | |||||||||
| /s/ Xxxxxxx X. Xxxxx | /s/ Xxxxxxx X. Xxxxx | |||||||||
| Xxxxxxx X. Xxxxx, Trustee | Xxxxxxx X. Xxxxx, Trustee | |||||||||
| /s/ X.X. Xxxxxxxx, Xx. | /s/ X.X. Xxxxxxxx, Xx. | |||||||||
| Xxxx Xxxxxxxx, Xx., Trustee | Xxxx Xxxxxxxx, Xx., Trustee | |||||||||
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Xxxxx Family Shareholders’ Agreement |
Page | 25 |
| Xxx Xxx Xxxxx Xxxxx Trust | ||||||||||
| /s/ Xxx Xxx Xxxxx Xxxxx | /s/ Rae Xxx Xxxxx | |||||||||
| Xxx Xxx Xxxxx Xxxxx, Trustee | Rae Xxx Xxxxx, Individually | |||||||||
| First Interstate Bank, Trustee | Nbar5, Limited Partnership | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxxxx X. Xxxxx | |||||||
| Its: Trust Specialist | Xxxxxxx X. Xxxxx, Managing General Partner | |||||||||
| Nbar5 A, Limited Partnership | ||||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxx X. Xxxxx | |||||||
| Its: VP & TRUST OFFICER | Xxx X. Xxxxx, Managing General Partner | |||||||||
| Nbar5 O, Limited Partnership | Nbar5 K, Limited Partnership | |||||||||
By:
|
/s/ Xxx X. Xxxxx | By: | /s/ Xxx X. Xxxxx | |||||||
| Xxx X. Xxxxx, Managing General Partner | Xxx X. Xxxxx, Managing General Partner | |||||||||
| Nbar5 S, Limited Partnership | Nbar5 T, Limited Partnership | |||||||||
By:
|
/s/ Xxx X. Xxxxx | By: | /s/ Xxx X. Xxxxx | |||||||
| Xxx X. Xxxxx, Managing General Partner | Xxx X. Xxxxx, Managing General Partner | |||||||||
Nbar5 C, Limited Partnership
|
||||||||||
By:
|
/s/ Xxx X. Xxxxx | /s/ Xxxxx Xxxxx | ||||||||
| Xxx X. Xxxxx, Managing General Partner | Xxxxx Xxxxx, Individually | |||||||||
| /s/ Xxxxx Xxxxx | /s/ Xxxx Xxxxx | |||||||||
| Xxxxx Xxxxx, Individually | Xxxx Xxxxx, Individually | |||||||||
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Xxxxx Family Shareholders’ Agreement |
Page | 26 |
| /s/ Xxxxx Xxxxx | ||||||||||
| Xxxxx Xxxxx, Individually | ||||||||||
| Xxxxx Xxxxx, Xx. Trust | Xxxxx X. Xxxxx Trust | |||||||||
| /s/ Xxxxx Xxxxx, Xx. | /s/ Xxxxx X. Xxxxx | |||||||||
| Xxxxx Xxxxx, Xx., Trustee | Xxxxx X. Xxxxx, Trustee | |||||||||
| First Interstate Bank, Trustee | First Interstate Bank, Trustee | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Its: Trust Specialist | Its: Trust Specialist | |||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: VP & TRUST OFFICER | Its: VP & TRUST OFFICER | |||||||||
| Xxxxx Xxxxxxxxx Xxxxx Trust | Xxxx Xxxxx Trust | |||||||||
| /s/ Xxxxx Xxxxxxxxx Xxxxx | /s/ Xxxx Xxxxx | |||||||||
| Xxxxx Xxxxxxxxx Xxxxx Xxxxx | Xxxx Xxxxx, Trustee | |||||||||
| First Interstate Bank, Trustee | Xxxxxxx Xxxxxx Xxxxx Section 2503(c) Trust | |||||||||
| First Interstate Bank, Trustee | ||||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Its: Trust Specialist | Its: Trust Specialist | |||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: VP & TRUST OFFICER | Its: VP & TRUST OFFICER | |||||||||
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Xxxxx Family Shareholders’ Agreement |
Page | 27 |
| Xxxxxxx Xxxxx Trust No. 1 | Baylee Xxx Xxxxx Section 2503(c) Trust | |||||||||
| First Interstate Bank, Trustee | First Interstate Bank, Trustee | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Its: Trust Specialist | Its: Trust Specialist | |||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: VP & TRUST OFFICER | Its: VP & TRUST OFFICER | |||||||||
| Xxxxxx Xxxxx Trust No. 1 | Blake Xxxxx Xxxxx Section 2503(c) Trust | |||||||||
| First Interstate Bank, Trustee | First Interstate Bank, Trustee | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Its: Trust Specialist | Its: Trust Specialist | |||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: VP & TRUST OFFICER | Its: VP & TRUST OFFICER | |||||||||
| Xxxxx Xxxxx Trust No. 1 | Xxxxxx Xxxxxx Xxxxx Section 2503(c) Trust | |||||||||
| First Interstate Bank, Trustee | First Interstate Bank, Trustee | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Its: Trust Specialist | Its: Trust Specialist | |||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: VP&TRUST OFFICER | Its: VP & Trust Officer | |||||||||
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Xxxxx Family Shareholders’ Agreement |
Page | 28 |
| Xxxxxx Xxxxx Trust No. 1 | Bridger Xxx Xxxxx Section 2503(c) Trust | |||||||||
| First Interstate Bank, Trustee | First Interstate Bank, Trustee | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Its: Trust Specialist | Its: Trust Specialist | |||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: VP & Trust Officer | Its: VP & Trust Officer | |||||||||
| Xxxxxxx Xxxxx Trust No. 1 | Xxxxx Xxxxxx Xxxxx Section 2503(c) Trust | |||||||||
| First Interstate Bank, Trustee | First Interstate Bank, Trustee | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||||||
| Its: Trust Specialist | Its: Trust Specialist | |||||||||
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: VP & Trust Officer | Its: VP & Trust Officer | |||||||||
| Xxxxx X. Xxxxx Trust | Xxxxx Xxxxxx Xxxxx Trust No. 1 | |||||||||
| First Interstate Bank, Trustee | ||||||||||
| /s/ Xxxxx X. Xxxxx | By: | /s/ Xxxxx X. Xxxxxx | ||||||||
| Xxxxx X. Xxxxx, Trustee | Its: Trust Specialist | |||||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||||
| Its: VP & Trust Officer | ||||||||||
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Xxxxx Family Shareholders’ Agreement |
Page | 29 |
| Xxxxx Xxxxxxx Xxxxx Trust | ||||||||||
| First Interstate Bank, Trustee | Xxxxxx Xxxxxx Xxxxx Xxxxx Trust | |||||||||
| By: | /S/ Xxxxx X. Xxxxxx | /S/ Xxxxxx Xxxxxx Xxxxx Xxxxx | ||||||||
| Its: Trust Specialist | Xxxxxx Xxxxxx Xxxxx Xxxxx, Trustee | |||||||||
| First Interstate Bank, Trustee | ||||||||||
By:
|
/S/ Xxxxxxx X. Xxxxxxxx | By: | /S/ Xxxxx X. Xxxxxx | |||||||
| Its: VP & Trust Officer | Its: Trust Specialist | |||||||||
| By: | /S/ Xxxxxxx X. Xxxxxxxx | |||||||||
| Its: VP & Trust Officer | ||||||||||
| Xxxxx X. Xxxxx Trust | Xxxxx Xxxxx Trust No. 1 | |||||||||
| /S/ Xxxxx Xxxxxxxxx Xxxxx | First Interstate Bank, Trustee | |||||||||
| Xxxxx Xxxxxxxxx Xxxxx, Trustee | ||||||||||
| By: | /S/ Xxxxx X. Xxxxxx | |||||||||
| Its: Trust Specialist | ||||||||||
| First Interstate Bank, Trustee | ||||||||||
By:
|
/S/ Xxxxx X. Xxxxxx | By: | /S/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: Trust Specialist | Its: VP & Trust Officer | |||||||||
By:
|
/S/ Xxxxxxx X. Xxxxxxxx | |||||||||
| Its: VP & Trust Officer | ||||||||||
| Xxxxxx Xxxxx Xxxxx Trust | ||||||||||
| First Interstate Bank, Trustee | ||||||||||
| By: | /S/ Xxxxx X. Xxxxxx | |||||||||
| Its: Trust Specialist | ||||||||||
| By: | /S/ Xxxxxxx X. Xxxxxxxx | |||||||||
| Its: VP & Trust Officer | ||||||||||
Xxxxx Family Shareholders’ Agreement |
Page | 30 |
| Xxx Xxxxx Trust No. 1 | ||||||||||
| First Interstate Bank, Trustee | Xxxxx Xxxxx Xxxxxxxx Trust | |||||||||
By:
|
/S/ Xxxxx X. Xxxxxx | /S/ Xxxxx Xxxxx Xxxxxxxx | ||||||||
| Its: Trust Specialist | Xxxxx Xxxxx Xxxxxxxx, Trustee | |||||||||
| First Interstate Bank, Trustee | ||||||||||
By:
|
/S/ Xxxxxxx X. Xxxxxxxx | By: | /S/ Xxxxx X. Xxxxxx | |||||||
| Its: VP & Trust Officer | Its: Trust Specialist | |||||||||
| By: | /S/ Xxxxxxx X. Xxxxxxxx | |||||||||
| Its: VP & Trust Officer | ||||||||||
| Estate of Xxxx X. Xxxxxxxx | ||||||||||
| First Interstate Bank, Personal Representative | ||||||||||
By:
|
/S/ Xxxxx X. Xxxxxx | /S/ X. X. Xxxxxxxx, Xx. | ||||||||
| Its: Trust Specialist | Xxxx X. Xxxxxxxx, Xx., Individually | |||||||||
| Xxxx X. Xxxxxxxx, Xx. Trust | ||||||||||
| By: | /S/ Xxxxxxx X. Xxxxxxxx | /S/ X.X. Xxxxxxxx, Xx. | ||||||||
| Its: VP & Trust Officer | Xxxx X. Xxxxxxxx, Xx., Trustee | |||||||||
| /S/ H.C. Xxxx Xxxxxxx | ||||||||||
| H. C. Xxxx Xxxxxxx, Individually | ||||||||||
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Xxxxx
Family Shareholders’ Agreement |
Page | 31 |
| Xxxxxxx Investments, Limited Partnership | Xxxxxx X. Xxxxxxxx Trust | |||||||||
| By: | /S/ X.X. Xxxxxxxx, Xx. | /S/ Xxxxxx X. Xxxxxxxx | ||||||||
| Xxxx
X. Xxxxxxxx, Xx., Managing General Partner |
Xxxxxx X. Xxxxxxxx, Trustee | |||||||||
| First Interstate Bank, Trustee | ||||||||||
| /S/ Xxxxxxxx Xxxxxxxx | By: | /S/ Xxxxx X. Xxxxxx | ||||||||
| Xxxxxxxx Xxxxxxxx, Individually | Its: Trust Specialist | |||||||||
| Xxxx Xxxxxxx | ||||||||||
By:
|
/S/ Xxxxxxxx Xxxxxxxx | By: | /S/ Xxxxxxx X. Xxxxxxxx | |||||||
| Xxxxxxxx Xxxxxxxx as Custodian for Xxxx Xxxxxxx under the Montana Uniform Transfers to Minors Act | Its: VP & Trust Officer | |||||||||
| Xxxxx Xxxx Xxxxxxxx | ||||||||||
| /S/ Xxxxx Xxxxxxx | ||||||||||
| Xxxxx Xxxxxxx, Individually | By: | /S/ Xxxxxx X. Xxxxxxxx | ||||||||
Xxxxxxx Xxxxxxxx |
Xxxxxx X. Xxxxxxxx as Custodian for Xxxxx Xxxx Xxxxxxxx under the Montana Uniform Transfers to Minors Act | |||||||||
By:
|
/S/ Xxxxxx X. Xxxxxxxx | |||||||||
| Xxxxxx X. Xxxxxxxx as Custodian for Xxxxxxx Xxxxxxxx under the Montana Uniform Transfers to Minors Act | ||||||||||
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
Xxxxx Family Shareholders’ Agreement |
Page | 32 |
| Xxxxx X. Xxxxxxxx Custodial Account | Restated Xxxxx X. Xxxxxxxx Trust | |||||||||
| By: | /S/ Xxxxx X. Xxxxx | /S/ Xxxxx X. Xxxxx | ||||||||
| Xxxxx X. Xxxxx as Conservator for the Xxxxx X. Xxxxxxxx Custodian Account | Xxxxx X. Xxxxx, Trustee | |||||||||
| Xxxxxxx X. Xxxxxxxx Trust | First Interstate Bank, Trustee | |||||||||
| /S/ Xxxxxxx X. Xxxxxxxx | By: | /S/ Xxxxx X. Xxxxxx | ||||||||
| Xxxxxxx X. Xxxxxxxx, Trustee | Its: Trust Specialist | |||||||||
| First Interstate Bank, Trustee | ||||||||||
By:
|
/S/ Xxxxx X. Xxxxxx | By: | /S/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: Trust Specialist | Its: VP & Trust Officer | |||||||||
| Xxxxx X. Xxxxxxxx Trust | ||||||||||
| First Interstate Bank, Trustee | ||||||||||
By:
|
/S/ Xxxxxxx X. Xxxxxxxx | By: | /S/ Xxxxx X. Xxxxxx | |||||||
| Its: VP & Trust Officer | Its: Trust Specialist | |||||||||
| By: | /S/ Xxxxxxx X. Xxxxxxxx | |||||||||
| Its: VP & Trust Officer | ||||||||||
| Xxxx X. Xxxxxxxx Trust | ||||||||||
| First Interstate Bank, Trustee | ||||||||||
| By: | /S/ Xxxxx X. Xxxxxx | /S/ Xxxxxxx Xxxxxxxx | ||||||||
| Its: Trust Specialist | Xxxxxxx Xxxxxxxx, Individually | |||||||||
| Xxxxxxxxx X. Xxxxxxxx Trust | ||||||||||
By:
|
/S/ Xxxxxxx X. Xxxxxxxx | /S/ Xxxxxxxxx X. Xxxxxxxx | ||||||||
| Its: VP & Trust Officer | Xxxxxxxxx X. Xxxxxxxx, Trustee | |||||||||
Xxxxx Family Shareholders’ Agreement |
Page | 33 |
| Xxxxxxxxx X. Xxxxxxxx, XX | Xxxxxxx Xxxxxxxx | |||||||||
By:
|
/S/ Xxxxxxxxx X. Xxxxxxxx | By: | /S/ Xxxxxxxxx X. Xxxxxxxx | |||||||
| Xxxxxxxxx X. Xxxxxxxx as Custodian for Xxxxxxxxx X. Xxxxxxxx, XX under the Montana Uniform Transfers to Minors Act | Xxxxxxxxx X. Xxxxxxxx as Custodian for Xxxxxxx Xxxxxxxx under the Montana Uniform Transfers to Minors Act | |||||||||
| Xxxxxx X. Xxxxxxxx | ||||||||||
| By: | /S/ Xxxxxxxxx X. Xxxxxxxx | /S/ Xxxxxx X. Xxxxxxxx | ||||||||
| Xxxxxxxxx X. Xxxxxxxx as Custodian for Xxxxxx X. Xxxxxxxx under the Montana Uniform Transfers to Minors Act | Xxxxxx X. Xxxxxxxx, Individually | |||||||||
| /S/ Xxxxxx X. Xxxxx | /S/ Xxxx X. Xxxxx | |||||||||
| Xxxxxx X. Xxxxx, Individually | Xxxx X. Xxxxx, Individually | |||||||||
| Xxxxx X. Xxxxx Trust | ||||||||||
| /S/ Xxxxx X. Xxxxx | ||||||||||
| Xxxxx X. Xxxxx, Trustee | ||||||||||
| Xxxxxxx Xxxxx Xxxxx Xxxx Trust | Xxxxxxxxx Xxxxxx Xxxxx Xxxx Trust | |||||||||
| /S/ Xxxxxxxx X. Xxxxx | /S/ Xxxxxxxx X. Xxxxx | |||||||||
| Xxxxxxxx X. Xxxxx, Trustee | Xxxxxxxx X. Xxxxx, Trustee | |||||||||
| /S/ Xxxx Xxxxxxx | /S/ Xxxx Xxxxxxx | |||||||||
| Xxxx Xxxxxxx, Trustee | Xxxx Xxxxxxx, Trustee | |||||||||
| Xxxxxxxx X. Xxxxx Trust | ||||||||||
| /S/ Xxxxxxxx X. Xxxxx | /S/ Xxxxxxxx X. Xxxxx | |||||||||
| Xxxxxxxx X. Xxxxx, Trustee | Xxxxxxxx X. Xxxxx, Individually | |||||||||
Xxxxx Family Shareholders’ Agreement |
Page | 34 |
| Holland Xxxxxxxxx Xxxxx Trust No. 1 | Xxxxxx Xxxxx Xxxxx Trust No. 1 | |||||||||
| /S/ Xxxxx X. Xxxxx | /S/ Xxxxx X. Xxxxx | |||||||||
| Xxxxx Xxxxx Xxxx, Trustee | Xxxxx Xxxxx Xxxx, Trustee | |||||||||
Xxxxx X. Xxxxx Trust
|
||||||||||
/S/ Xxxxx X. Xxxxx
|
/S/ Xxxxxxxxx X. Xxxxx | |||||||||
| Xxxxx X. Xxxxx, Trustee | Xxxxxxxxx X. Xxxxx, Individually | |||||||||
| First Interstate Bank, Trustee | /S/ Xxxxx X. Xxxxx, Xx. | |||||||||
| Xxxxx X. Xxxxx, Xx., Individually | ||||||||||
By:
|
/S/ Xxxxx X. Xxxxxx | /S/ Xxxxxxxx X. Xxxxx | ||||||||
| Its: Trust Specialist | Xxxxxxxx X. Xxxxx, Individually | |||||||||
By:
|
/S/ Xxxxxxx X. Xxxxxxxx | /S/ Xxxx X. Xxxxx | ||||||||
| Its: VP & Trust Officer | Xxxx X. Xxxxx, Individually | |||||||||
| Xxxxxxxx X. Xxxxx Trust | Xxxx X. Xxxxx Trust | |||||||||
| First Interstate Bank, Trustee | First Interstate Bank, Trustee | |||||||||
By:
|
/S/ Xxxxx X. Xxxxxx | By: | /S/ Xxxxx X. Xxxxxx | |||||||
| Its: Trust Specialist | Its: Trust Specialist | |||||||||
By:
|
/S/ Xxxxxxx X. Xxxxxxxx | By: | /S/ Xxxxxxx X. Xxxxxxxx | |||||||
| Its: VP & Trust Officer | Its: VP & Trust Officer | |||||||||
| JS Investments, Limited Partnership | ||||||||||
By:
|
/S/ Xxxxx X. Xxxxx | |||||||||
| Xxxxx X. Xxxxx, Managing General Partner | ||||||||||
Xxxxx Family Shareholders’ Agreement |
Page | 35 |
