EXECUTION COPY STOCKHOLDER AGREEMENT
Exhibit
10.1
EXECUTION
COPY
THIS
STOCKHOLDER AGREEMENT (this “Agreement”) is entered on June 30, 2006, among the
direct and indirect holders signatory hereto (the “Stockholders”) of certain
shares of common stock of AMERCO, a Nevada corporation (the “Company”) As used
in this Agreement, the term “Shares” shall refer to all shares of common stock,
$0.25 par value, of the Company held or acquired by each Stockholder at any
time
during the term of this Agreement, and of any other type, class, or series
of
voting stock of the Company which may be issued at any time by the Company
and
acquired by any Stockholder at any time during the term of this Agreement,
including, but not limited to, any shares of any type, class, or series of
voting stock of the Company into which Shares held pursuant to this Agreement
may be and are converted, and shall also include all powers or rights to
vote
any shares of common or other voting stock of the Company that are owned
or
controlled, directly or indirectly, by a Stockholder individually, or as
a
fiduciary, partner, joint venturer, stockholder, or director of a holder
of such
shares, or otherwise.
WITNESSETH:
WHEREAS,
the Stockholders desire to combine their voting power in order to further
its
interests; and
WHEREAS,
the Stockholders believe that this Agreement will advance this goal by
facilitating (1) corporate stability, (2) evaluation of strategies to maximize
the value and liquidity of the Company’s securities, and (3) other matters of
interest to the Stockholders;
NOW,
THEREFORE, the Stockholders, for and in consideration of the mutual promises
and
covenants herein made, do hereby agree to and with each other as
follows:
1.
Duration.
The
term of this Agreement shall commence on the date first set forth above (the
"Commencement Date”) and the restrictions and obligations described herein shall
be effective and remain in force between the parties until July 1,2007, or
until
terminated as provided for herein, whichever occurs first. This Agreement
shall
automatically renew on July 1, of each successive year, unless a Stockholder
provides written notice by June 1, to all other Stockholders of its intent
to
withdraw from the Agreement.
2. Voting
the Shares; Limitations Thereon: Proxy.
Unless
otherwise provided for herein, in voting on all matters that may come before
any
meeting of the stockholders of the Company (a “Company Stockholders Meeting”)
occurring during the term of this Agreement, the Shares shall be voted as
one
block in the manner and upon the conditions and restrictions set forth
below:
A. Majority
Voting.
Except
as otherwise specifically provided herein all voting with respect to the
Shares
shall be at the direction of “a majority in interest of the Stockholders”
(defined below) in accordance with this Section 2. For purposes of this
Agreement and unless otherwise provided for herein, with respect to any voting
of the Shares requiring the direction or vote of a majority in interest of
the
Stockholders, each Stockholder (whether an individual or an entity) shall
be
entitled to one vote for each Share subject to this Agreement; provided,
however, that if any Shares are entitled to more or less than one vote per
Share
in any matter to be voted on at a Company Stockholders Meeting, then for
purposes of any vote taken hereunder with respect to such matter, such Shares
shall have the same voting entitlement under this Agreement. For purposes
of
this Agreement, a “majority in interest of the Stockholders” shall mean
Stockholders holding greater than fifty percent (50%) of all Shares that
are
actually voted pursuant to this Agreement at a Stockholders Meeting (defined
below) or at any other meeting of the Stockholders hereunder in person or
by
proxy by the Stockholders, or if any such Shares are entitled to more or
less
than one vote per Share in any matter to be voted on at a Company Stockholders
Meeting, then for purposes of any vote taken hereunder with respect to such
matter, a “majority in interest of the Stockholders" shall mean Stockholders
holding greater than fifty percent (50%) of the votes that are actually voted
pursuant to this Agreement at a Stockholders Meeting in person or by proxy
by
the Stockholders. When so voting or directing the manner in which the Shares
shall be voted, Stockholders may vote at a Stockholders Meeting or at any
other
meeting of the Stockholders hereunder by written proxy. Stockholders may
also
participate in and vote at a Stockholders Meeting or at any other meeting
of the
Stockholders hereunder by means of conference telephone or similar
communications equipment whereby all Stockholders participating in such meeting
can hear one another, and such participation shall constitute presence in
person
at any such meeting. In addition, any action that may be taken hereunder
by a
majority in interest of the Stockholders at a Stockholders Meeting or at
any
other meeting of the Stockholders hereunder may be taken without a meeting
upon
the express written consent of all Stockholders.
B. Stockholders
Meeting.
Prior
to voting the Shares with respect to any resolution or election which comes
before any Company Stockholders Meeting, a meeting of the Stockholders for
the
purpose of directing the manner in which the Shares shall be voted (a
“Stockholders Meeting”) shall be held no earlier than forty-eight (48) hours
after the receipt by each of the Stockholders of a Stockholder Meeting Notice
(defined below) and no later than the day preceding a Company Stockholders
Meeting. The Stockholders hereby appoint the Proxy referenced in Section
2.C
hereof, and such Proxy accepts such appointment, as the Stockholder responsible
for giving written notice of each Stockholders Meeting (“Stockholder Meeting
Notice”) to all Stockholders within seven (7) days after such Proxy receives
notice of a Company Stockholders Meeting, which Stockholder Meeting Notice
shall
include:
(i) The
matters to be submitted to the vote of the stockholders of the Company and
the
date on which such matter is to be submitted to the vote of the stockholders
of
Company or a reference to a particular notice of a Company Stockholders Meeting
otherwise sent by the Company to its stockholders and received by all
Stockholders hereunder; and
(ii) The
place
(unless such meeting is to be held among all of the Stockholders participating
solely by conference telephone or similar communications equipment), day,
and
hour of the Stockholders Meeting to direct the manner in which the Shares
shall
be voted. The place of any such meeting shall be selected by the Proxy
referenced in Section 2.C hereof, provided, however, that such place shall
be
within Maricopa County, Arizona and, provided further, that an “absolute
majority of the Stockholders” may agree that such meeting shall be held
elsewhere. Any Stockholder who desires to participate in any such meeting
by
conference telephone or similar communications equipment must give written
notice, which notice must be received by the Proxy referenced in Section
2.C
hereof no later than twenty-four (24) hours prior to such meeting, stating
such
desire and a telephone number at which such Stockholder can be reached on
the
day and hour of such meeting. If the meeting is to be held solely by means
of
conference telephone or similar communications equipment, the Stockholders
Meeting Notice shall also describe the procedure pursuant to which the meeting
shall be held and the method by which each Stockholder may participate therein.
The term “absolute majority of the Stockholders” shall mean for purposes of this
Agreement the Stockholders holding greater than fifty percent (50%) of all
Shares held by all Stockholders pursuant to this Agreement, or if any such
Shares are entitled to more or less than one vote per Share in any matter
to be
voted on at a Company Stockholders Meeting, that for purposes of any vote
taken
hereunder with respect to such matter, upon the express written consent of
the
Stockholders holding greater than fifty percent (50%) of the votes held by
all
Stockholders pursuant to this Agreement.
The
obligation of the Proxy referenced in Section 2.C hereof to give notice to
all
Stockholders under this Section 2.B may be delegated by such Proxy to any
other
person. The provisions of this Section 2.B shall not apply when action is
taken
on any matter to be voted on at a Company Stockholders Meeting by written
consent in accordance with the third to last sentence of Section 2.A
hereof.
C.
Appointment
of Proxy.
In
addition to and in order to carry out the provisions and intentions set forth
in
this Section 2, the Stockholders hereby constitute and appoint Xxxxx X. Xxxxx,
and Xxxxx X. Xxxxx accepts such appointment, as the Stockholders’ true and
lawful attorney and agent in their name, place and xxxxx to vote the Shares
as
their proxy in accordance with the direction as to voting such Shares as
provided for in this Agreement (in his capacity as proxy for the Stockholders,
Xxxxx X. Xxxxx shall hereinafter be referred to as “Proxy,” which term shall
include any successor proxy designated or selected in accordance with Section
9
hereof). The proxy granted herein shall be irrevocable and coupled with an
interest and shall continue in force until this Agreement is terminated.
The
Stockholders, and each of them, and Proxy shall execute on the date hereof
the
form of proxy attached hereto as Exhibit A and made a part hereof. Proxy
agrees
to promptly file a copy of the fully executed proxy with the Secretary of
the
Company for notification purposes. If the Stockholders fail, for whatever
reason, to direct Proxy as to the manner in which the Shares are to be voted,
then, Proxy shall exercise his best judgment in voting the Shares. Proxy
shall
not have any liability to any person for any acts taken in good faith and
that
do not constitute willful malfeasance.
D. Limitations.
Notwithstanding any other provision of this Agreement, to the extent any
Stockholder is prohibited by applicable law, rule, or regulation from allowing
such Stockholder’s Shares to be voted in accordance with the provisions of this
Section 2, the remaining Stockholders’ obligations and duties pursuant to this
Section 2 shall not be affected or impaired in any manner.
3.
Termination.
This
Agreement shall be effective on the Commencement Date and shall remain in
full
force and effect for the term set forth in Section 1 above; provided, however,
that this Agreement may be terminated at any time upon
(i) the
consent of Stockholders holding greater than 60% of all Shares held by all
Stockholders pursuant to this Agreement.
4.
Merger,
Sale or Consolidation.
In the
event of a merger,sale or consolidation involving the Company and in which
(a)
the Company is not the surviving entity or (b) the Company becomes the
subsidiary of another corporation, the termination date hereof shall be
accelerated to the effective date of said consolidation, sale or merger unless
Stockholders holding greater than 60% of all Shares held by all Stockholders
pursuant to this Agreement elect or consent to continue this Agreement for
its
full term, substituting where appropriate the voting shares issued pursuant
to
said consolidation, sale or merger for the Shares.
5.
Additional
Shares.
During
the term of this Agreement, any and all additional shares of the common stock
or
other voting stock of the Company which may be acquired by or issued to the
Stockholders in any transaction with any party shall be subject to the terms,
restrictions, and conditions of this Agreement and shall be considered Shares
for all purposes of this Agreement.
6.
Additional
Stockholders.
From
time to time after the execution of this Agreement by the Stockholders who
are
the initial parties to this Agreement, additional holders of certain shares
of
common stock or any other type of voting stock that may be issued by the
Company
may become parties to this Agreement subject to the terms hereof upon the
consent of Stockholders holding greater than 60% of all Shares held by all
stockholders pursuant to this Agreement and upon the execution of a counterpart
signature page by each such holder
7.
Stockholders
Representations and Warranties.
The
Stockholders, and each of them, by signing this Agreement, or a counterpart
hereof, represent and warrant:
(i) That
they
(A) are the legal and equitable owners of, (B) are the legal owners of and
hold
in trust for the equitable owners, or (C) otherwise have the legal right
to
enter into this Agreement on behalf of the legal and equitable owners of,
the
number of Shares listed beside their respective signatures;
(ii) That
such
Shares so listed constitute all of the Shares which they legally or beneficially
own or control, directly or indirectly;
(iii)
That they have the right and power to vote the number of Shares listed beside
their respective signatures;
(iv)
That
they have the right and power to enter into this Agreement, and to perform
the
undertakings set forth herein; and
(v)
Except as may be provided in the Company’s Articles of Incorporation or By-Laws,
there are no prior binding agreements to which any of the Stockholders are
a
party or to which the Shares are subject that affect or restrict the voting
rights of the Shares or the manner in which the Shares shall be voted and,
to
the extent any such purported agreement or agreements exist, have existed
or are
claimed to exist, they are hereby released, discharged, cancelled, terminated
and rendered null and void, provided, however,
that
the Stockholders acknowledge and agree that the Stockholders may execute
agreements solely between and with, or for the benefit of, other Stockholders
which further restrict the voting or the transferability of the Shares, such
additional restrictive agreements being subject to all of the terms and
conditions of this Agreement
(vi)
Stockholders shall have the right to pledge
shares
as
collateral on any transaction.
8. Compensation
and Reimbursement.
Proxy
shall not be entitled to any compensation for his services as Proxy, but
the
Stockholders, jointly and severally, shall reimburse him and hold him harmless
for any expenses (including attorneys’ fees) and disbursements reasonably
incurred by Proxy in connection with any litigation that may arise in respect
of
this Agreement or in respect of the Company, to which Proxy is a party as
a
consequence of his acting as Proxy pursuant to this Agreement.
9. Removal
and Replacement of Proxy.
Proxy
may be removed and replaced as Proxy for any reason by an affirmative vote
of an
absolute majority of the Stockholders (as defined in Section 2.A) at a meeting
called by any Stockholder for the purpose of considering the replacement
of
Proxy. Such meeting shall require seven (7) days advance written notice to
all
Stockholders. If Proxy is removed, the Stockholders shall cause a written
notice
to that effect to be sent to the removed Proxy effective as of the date set
forth in said notice. Upon the disability, removal, or resignation of Proxy
or
any successor Proxy, the vacancy shall be filled by appointment by an absolute
majority of the Stockholders voting on such issue. Until the appointment
of a
new Proxy in accordance with this Section 9, Xxxxxx X. Xxxxx shall serve
as
interim Proxy hereunder. At any time that a proxy is removed or replaced
hereunder and a new Proxy is appointed, including the interim Proxy contemplated
in this Section 9, the Stockholders will execute a new proxy in substantially
the form of Exhibit
A
hereto
but with the name of the new or interim Proxy substituted for Xxxxx X. Xxxxx
each time such name appears in such proxy.
10. Knowing
Covenants.
The
parties hereby represent to each other that the covenants and agreements
provided for in this Agreement have been knowingly and voluntarily granted
after
thorough consultation with counsel as to the binding and irrevocable effect
thereof. Based upon consultation with counsel, the parties hereby represent
and
warrant to each other that this Agreement is binding and enforceable in
accordance with its terms.
11. Exhibits.
All
Exhibits attached to this Agreement are fully incorporated herein and are
made
part of this Agreement whether or not the Exhibits are executed by any or
all of
the parties.
12. Incorporation
of Prefatory Language.
The
prefatory language made and stated hereinabove is hereby incorporated by
reference into, and made a part of, this Agreement.
13. No
Other Parties to Benefit.
This
Agreement is made for the sole benefit of the parties hereto and their
successors and assigns. Except as expressly provided herein, no other person
or
entity is intended to or shall have any rights or benefits hereunder, whether
as
third party beneficiaries or otherwise.
14. Notice.
All
notices provided for herein shall be hand delivered or sent by Federal Express
or other reputable overnight courier or by registered or certified mail,
postage
prepaid, addressed to all parties hereto at the address designated for each
party in the signature pages hereto or at such other address as the party
who is
to receive such notice may designate in writing delivered to all other parties
hereto. Notice shall be deemed received upon: (i)
such
hand
delivery, (ii) one (1) day after the day such notice is delivered to Federal
Express or other reputable overnight courier for next day delivery, or (iii)
three (3) days after the deposit of same in a letter box or other means provided
for the posting of mail, properly addressed in accordance with the first
sentence of this Section 14 and with the proper amount of postage affixed
thereto or other delivery charge paid or otherwise provided for. Actual receipt
of notice shall not be required to effect notice hereunder. Each party shall
promptly notify each other of any change of address.
15. Governing
Law; Construction.
The
substantive laws of the State of Nevada shall govern the interpretation and
enforcement of this Agreement. This Agreement is intended to express the
mutual
intent of the parties hereto, irrespective of the party preparing or causing
the
preparation of any document, and no rule of construction shall be applied
against any party. Except as otherwise provided herein, this Agreement shall
be
binding upon and shall inure to the benefit of the parties, their heirs,
successors, and assigns.
16. Modification
and Waiver.
No
provision of this Agreement shall be amended, waived, or modified except
by an
instrument in writing signed by all of the parties hereto who have executed
this
Agreement or a counterpart hereof.
17. Materiality.
All
covenants, agreements, representations, and warranties made herein shall
be
deemed to be material and to have been relied on by the parties in entering
into
this Agreement and shall survive the execution and delivery of this
Agreement.
18. Headings.
All
sections and descriptive headings of sections and subsections in this Agreement
are inserted for convenience only and shall not affect the construction or
interpretation hereof.
19. Integration.
This
Agreement constitutes and embodies the full and complete understanding and
agreement of the parties hereto and supersedes all prior understandings,
whether
oral or written. No representation, promise, inducement, or statement of
intention has been made by any party hereto which is not embodied in this
Agreement, and no party hereto shall be bound by or liable for any alleged
misrepresentation, promise, inducement, or statement of intention not so
set
forth.
20. Time
of the Essence.
Time is
of the essence in all matters associated with this Agreement.
21. Assignability.
Except
upon a merger, sale or transfer of Shares in accordance with Section 4 hereof,
no party shall assign this Agreement or any part hereof or rights hereunder
without the prior written consent of a majority in interest of the Stockholders.
Any assignment in violation of this paragraph shall be null and void and
vest no
rights in the purported assignee.
22. Meetings
of Stockholders; Notice.
Whenever this Agreement requires or allows the vote of Stockholders on any
matter other than a matter to be voted on at a Company Stockholders Meeting,
as
described in Section 2.B, or as provided in Section 11 hereof in connection
with
the removal and replacement of Proxy, a meeting may be called by any Stockholder
for the purpose of voting on such matter. Such meeting shall require seven
(7)
days advance written notice to all Stockholders. Action on any such matter
may
also be taken by written consent in accordance with the third to last sentence
of Section 2.A hereof.
23. Indulgences
Not Waivers.
Neither
the failure nor any delay on the part of any party to exercise any right,
remedy, power, or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power,
or privilege preclude any other or further exercise of the same or of any
other
right, remedy, power, or privilege, nor shall any waiver of any right, remedy,
power, or privilege with respect to any occurrence be construed as a waiver
of
such right, remedy, power, or privilege with respect to any other
occurrence.
24. Additional
Instruments and Acts.
The
parties to this Agreement shall execute (with acknowledgment or in affidavit
form, if required) any further or additional instruments, and shall perform
any
acts, which are or may become necessary to effectuate and carry out the purposes
of this Agreement or as may be required by law.
25. Interpretation.
In this
Agreement the singular includes the plural, and the plural the singular;
words
importing any gender include the other genders; references to “writing” include
printing, typing, lithography, and other means of reproducing words in a
tangible visible form.
26. Enforcement;
Attorneys’ Fees.
Should
any proceeding be commenced or dispute arise between the parties hereto
concerning the terms of this Agreement, or the rights and duties of the parties
hereto, the prevailing party in such proceeding or dispute shall be entitled,
in
addition to such other relief as may be granted, to a reasonable sum as and
for
the prevailing party’s attorneys’ fees.
27. Remedies.
In the
event of a breach of this Agreement or any term hereof by any party hereto,
each
Stockholder shall have all rights and remedies available at law, in equity,
or
under the terms of this Agreement, including, without limitation, the right
to
seek injunctive relief and specific performance of any party’s obligations
hereunder. All rights and remedies of the Stockholders shall be cumulative
and
the exercise of any right or remedy by any Stockholder shall not be deemed
a
waiver, relinquishment, or abandonment of any other right or remedy, and
shall
not affect or limit in any way the future assertion of the same, or any other
right or remedy.
28. Authority.
By
execution of this Agreement, the signatories hereto represent and warrant
their
authority to act in the capacity represented. By execution of this Agreement
each party represents and warrants its right, power, and authority to perform
its obligations under this Agreement.
29. Counterparts;
Effectiveness.
This
Agreement may be executed in several counterparts, and all so executed shall
constitute one agreement, binding among the parties hereto who have executed
a
counterpart hereof.
30. Severability;
Invalid Provision.
To the
extent that any provision of this Agreement is determined to be invalid,
illegal, or otherwise unenforceable as to any Stockholder, such determination
shall have no effect upon the remaining provisions of this Agreement or upon
the
duties and obligations of the other Stockholders. Further, in lieu of each
such
invalid, illegal, or unenforceable provision, a valid, legal, and enforceable
provision as similar in terms to such invalid, illegal, or unenforceable
provision shall be automatically added to this Agreement and this Agreement
shall be deemed reformed so as to incorporate such substitute provision.
Additionally, to the extent any Stockholder is an employee benefit plan subject
to ERISA, or other laws, rules, or regulations render any Section (or any
provision of any Section) invalid, illegal, or unenforceable, as to such
Stockholder, such determination shall have no effect upon the remaining
provisions of this Agreement or upon the duties or obligations of the other
Stockholders.
IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the
date
set forth beside their signature.
Name
& Sig. Date
of
of
Stockholders Execution
Xxxxxx
X.
Xxxxx, June
30,2006
an
individual
and
as
Trustee of MVS 028 Trust
Suite
1100
0000
X.
Xxxxxxx
Xxxxxxx,
XX 00000
/s/Xxxxxx
X. Xxxxx
Xxxxxx
X.
Xxxxx
Xxxx
X.
Xxxxx June
30,2006
an
individual
and
as
Trustee of EJS 028 Trust
Suite
1100
0000
X.
Xxxxxxx
Xxxxxxx,
XX 00000
/s/Xxxx
X. Xxxxx
Xxxx
X.
Xxxxx
Xxxxx
X.
Xxxxx, June
30,2006
an
individual
Xxxxx
000
0000
Xxxxxxxxx Xxx
Xxxx,
XX
00000
/s/Xxxxx
X. Xxxxx
Xxxxx
X.
Xxxxx
JPS
Partners LTD June
30, 2006
A
Limited
Partnership
/s/Xxxxx
X. Xxxxx
Xxxxx
X.
Xxxxx
General
Partner
Xxxxxxxx
X. Xxxxxxx, Trustee,
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxxx X.Xxxxx
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxxxx X.Xxxxx
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxx X. Xxxxx
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxxx X.Xxxxx
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxxxx X.Xxxxx XX
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxx
X.
Xxxxx as President of
Blackwater
Investments, Inc.
/s/Xxxx
X. Xxxxx
Xxxx
X.
Xxxxx, President
Southwest
Fiduciary, Inc. June
30, 2006
an
Arizona Corporation,
Trustee
under that "C"
Irrevocable
Trust
dated
December 20, 1982
(Xxxx
X.
Xxxxx, Grantor)
By
/s/Xxxx Xxxxxx
Its
President
Southwest
Fiduciary, Inc. June
30,
2006
an
Arizona Corporation,
Trustee
under that "C"
Irrevocable
Trust
dated
December 20, 1982
(Xxxxx
X.
Xxxxx, Grantor)
By
/s/Xxxx Xxxxxx
Its
President
Southwest
Fiduciary, Inc. June
30, 2006
an
Arizona Corporation,
Trustee
under that "C"
Irrevocable
Trust
dated
December 20, 1982
(Xxxxxx
X. Xxxxx, Grantor)
By
/s/Xxxx Xxxxxx
Its
President
Exhibit
A
AMERCO
PROXY
(Including
Power of Attorney)
The
undersigned stockholder of AMERCO, a Nevada corporation, does hereby appoint
Xxxxx X. Xxxxx agent and proxy of the undersigned, with full power of
substitution and with full power to act as true and lawful attorney in fact,
to
vote, in accordance with the terms and conditions of that certain Stockholder
Agreement dated as of June 30, 2006 (the “Stockholder Agreement”), at any
meeting of the stockholders of AMERCO and upon all business as may properly
come
before the meeting, in the name and place as proxy of the undersigned and
with
all the powers which the undersigned would possess if personally present,
all of
the stock of AMERCO standing in the name of the undersigned or which the
undersigned would be entitled to vote if personally present. Xxxxx X. Xxxxx
may
exercise the rights granted under this proxy either in person at any meeting
of
the stockholders of AMERCO or by signing a proxy on behalf of the undersigned.
This proxy shall be valid and irrevocable until July 1, 2007 or until
termination of the Stockholder Agreement in accordance with the terms thereof,
whichever occurs first.
Dated: As
of
June 30, 2006
Name
& Sig. Date
of
of
Stockholders Execution
Xxxxxx
X.
Xxxxx, June
30,2006
an
individual
and
as
Trustee of MVS 028 Trust
Suite
1100
0000
X.
Xxxxxxx
Xxxxxxx,
XX 00000
/s/Xxxxxx
X. Xxxxx
Xxxxxx
X.
Xxxxx
Xxxx
X.
Xxxxx June
30,2006
an
individual
and
as
Trustee of EJS 028 Trust
Suite
1100
0000
X.
Xxxxxxx
Xxxxxxx,
XX 00000
/s/Xxxx
X. Xxxxx
Xxxx
X.
Xxxxx
Xxxxx
X.
Xxxxx, June
30,2006
an
individual
Xxxxx
000
0000
Xxxxxxxxx Xxx
Xxxx,
XX
00000
/s/Xxxxx
X. Xxxxx
Xxxxx
X.
Xxxxx
JPS
Partners LTD June
30,
2006
A
Limited
Partnership
/s/Xxxxx
X. Xxxxx
Xxxxx
X.
Xxxxx
General
Partner
Xxxxxxxx
X. Xxxxxxx, Trustee,
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxxx X.Xxxxx
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxxxx X.Xxxxx
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxx X. Xxxxx
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxxx X.Xxxxx
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxxx
Irrevocable Trust, dated November 2, 1998, fbo Xxxxx X.Xxxxx XX
/s/Xxxxxxxx
X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx, Trustee
Xxxx
X.
Xxxxx as President of
Blackwater
Investments, Inc.
/s/Xxxx
X. Xxxxx
Xxxx
X.
Xxxxx, President
Southwest
Fiduciary, Inc.
June
30,
2006
an
Arizona Corporation,
Trustee
under that "C"
Irrevocable
Trust
dated
December 20, 1982
(Xxxx
X.
Xxxxx, Grantor)
By/s/Xxxx
Xxxxxx
Its
President
Southwest
Fiduciary, Inc. June
30, 2006
an
Arizona Corporation,
Trustee
under that "C"
Irrevocable
Trust
dated
December 20, 1982
(Xxxxx
X.
Xxxxx, Grantor)
By/s/Xxxx
Xxxxxx
Its
President
Southwest
Fiduciary, Inc.
June
30, 2006
an
Arizona Corporation,
Trustee
under that "C"
Irrevocable
Trust
dated
December 20, 1982
(Xxxxxx
X. Xxxxx, Grantor)
By
/s/Xxxx Xxxxxx
Its
President
