EXHIBIT U
SECOND AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT
---------------------------
SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT dated as of May 12,
2003 by and among XXXXXX, INC., a Delaware corporation (the "Corporation"), with
offices at 000 00xx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxxxx 00000, and each of the
persons listed on Schedule A hereto (each such person, a "Stockholder;"
collectively, the "Stockholders"), residing at the address set forth beneath his
or her name on Schedule A.
W I T N E S S E T H:
WHEREAS, each Stockholder is the record owner of shares of common
stock, $1.00 par value per share ("Common Stock"), of the Corporation; and
WHEREAS, the Stockholders and the Corporation are parties to an Amended
and Restated Stockholders' Agreement dated May 18, 1988 (the "Prior Stockholders
Agreement") which imposes certain restrictions on voting and disposition of the
shares of Common Stock now or hereafter owned by the Stockholders upon the terms
and subject to the conditions set forth therein; and
WHEREAS, the Stockholders and the Corporation believe that it is in
their respective best interests to extend the term of the Stockholders Agreement
and to otherwise amend and restate in its entirety the Prior Stockholders
Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby amend and restate the Prior Stockholders
Agreement to read as follows:
1. Restriction on Transfer of Shares of Common Stock.
-------------------------------------------------
Each Stockholder hereby agrees not to sell, transfer, assign, pledge,
hypothecate, give, bequeath or otherwise encumber or dispose of (collectively,
"transfer") any of the shares of Common Stock now owned or hereafter acquired by
him or her other than as specifically permitted by the provisions of this
Agreement. Any transfer not specifically permitted by the provisions hereof
shall be void and shall not be effective to constitute the transferee of such
shares of Common Stock a stockholder of the Corporation or entitle such
transferee to any of the rights, benefits or privileges of a stockholder. The
Corporation shall not recognize any transfer of shares of Common Stock unless
made in compliance with the provisions hereof and shall not transfer any such
shares of Common Stock on the books of the Corporation other than as
specifically permitted by the provisions hereof.
2. Legend on Certificates.
----------------------
Each certificate representing the shares of Common Stock now owned or
hereafter acquired by the Stockholders shall bear the following legend:
"The securities evidenced by this certificate are subject to
the terms and provisions (including certain transfer
restrictions) of a Second Amended and Restated Stockholders'
Agreement dated as of May 12, 2003 (the "Stockholders'
Agreement") among Xxxxxx, Inc. (the "Corporation") and certain
of its stockholders. A copy of the Stockholders' Agreement is
on file at the office of the Corporation. No sale, transfer,
assignment, pledge, hypothecation, gift, bequest or other
encumbrance or disposition of the securities represented by
this certificate may be made except in compliance with the
terms and provisions, including the transfer restrictions, of
the Stockholders' Agreement."
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; provided, that any certificate bearing a legend pursuant to the Prior
Stockholders Agreement shall, for all purposes of this Agreement and applicable
law, be considered to contain the legend required by this Agreement.
3. Permitted Transfers of Shares of Common Stock.
---------------------------------------------
(a) Any Stockholder may transfer all or any shares of Common Stock
owned by him or her to the persons and organizations set forth below (each, a
"Permitted Transferee"):
(i) To his or her spouse, a lineal descendant, his or
her siblings and their respective lineal descendants or to a
trust for the exclusive benefit of, or to a custodian or other
requisite fiduciary for, any of the foregoing persons at any
time, in a transaction that is a gift, bequest, devise or
inheritance; provided that the trustee or trustees of any such
trust or the custodian and other fiduciary designated, as the
case may be, shall consist exclusively of the Stockholder, his
or her spouse, a lineal descendant, his or her sibling or
siblings or a lineal descendant thereof; or
(ii) To any organization to which a contribution
would be deductible under Section 170 of the Internal Revenue
Code of 1986, as heretofore and hereafter amended, at any
time, in a transaction that is a gift, bequest, devise or
inheritance; provided that the Fair Market Value (as
hereinafter defined) of the shares of Common Stock so
transferred shall not exceed $5,000 (determined as of the date
of such gift, bequest, devise or inheritance, as the case may
be) during any calendar year. Each Stockholder who transfers
shares of Common Stock pursuant to this Section 3(a)(ii) shall
notify each Group Designee (as hereinafter defined) of such
transfer within five (5) days after such transfer has been
completed. Shares of Common Stock transferred pursuant to this
Section 3(a)(ii) shall no longer be, and the transferee of
such shares shall not be, subject to the terms and provisions
of this Agreement.
As a condition to the transfer of shares of Common Stock pursuant to Section
3(a)(i), the Permitted Transferee shall be required to become a party to this
Agreement and to execute and deliver to the Corporation and the other
Stockholders in connection therewith such documents and instruments as the
Corporation or the Stockholders Committee (as hereinafter defined) shall
reasonably request. Such Permitted Transferee shall, upon the transfer of such
shares to him or her, become a member of the Stockholder Group of the
Stockholder who shall have transferred the shares to such Permitted Transferee.
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(b) Any Stockholder desiring to transfer shares of Common Stock to a
proposed transferee other than to a Permitted Transferee in accordance with the
provisions of Sections 3(a)(i) or (ii) hereof shall comply with the following
terms and provisions:
(i) Each Stockholder proposing to transfer shares of
Common Stock (the "Transferor") shall give written notice of
the proposed transfer (a "Transfer Notice") to the Corporation
and to the members of each stockholder group ("Stockholder
Group") who has been designated by the members of each such
Stockholder Group to receive Transfer Notices hereunder (each,
a "Group Designee"). Each Stockholder Group and the initial
Group Designee thereof is set forth on Schedule B hereto (in
the event of the death, mental or physical incapacity or the
unwillingness to serve of a Group Designee, he or she will be
succeeded as provided in Section 4(d)). Each Transfer Notice
shall indicate the number of shares of Common Stock proposed
to be transferred by the Transferor.
(ii) For a period of ten (10) days after the Transfer
Notice shall be deemed to have been given hereunder (the
"First Election Period"), the Group Designee of the
Transferor's Stockholder Group shall have the right, upon
notice to the Corporation, all other Group Designees and the
Transferor, to purchase all or any portion of the shares of
Common Stock proposed to be transferred by the Transferor at a
purchase price equal to the Fair Market Value of such shares
determined as of the date the Transfer Notice shall be deemed
to have been given hereunder (the "Purchase Price").
(1) In the event that during the First Election
Period the Group Designee of the Transferor's Stockholder's
Group shall not have elected to purchase all of the shares of
Common Stock proposed to be transferred by the Transferor or
has given notice that it has elected not to purchase such
shares, each Group Designee of the Stockholder Groups other
than the Transferor's Stockholder Group shall have the right,
for a ten (10) day period thereafter (the "Second Election
Period"), upon notice to the Transferor, each other Group
Designee and the Corporation, to purchase up to fifty (50%)
percent of the shares of Common Stock in respect of which a
notice of purchase was not given during the
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First Election Period. In the event that one Group Designee
shall not elect to purchase such shares, or shall give notice
that he or she has elected not to purchase such shares, the
remaining Group Designee shall have the right for a five (5)
day period thereafter to purchase such shares at the Purchase
Price.
(2) In the event that during the Second Election
Period the Group Designees of the Stockholder Groups other
than the Transferor's Stockholder's Group shall not have
elected to purchase all of the shares of Common Stock
available for purchase during the Second Election Period or
has given notice that he or she has elected not to purchase
such shares, the Corporation shall have the right, for a
fifteen (15) day period thereafter (the "Second Election
Period"), upon notice to the Transferor and all Group
Designees, to purchase any or all of such remaining shares at
the Purchase Price.
(3) In the event that the Group Designees and the
Corporation shall have elected to purchase less than all the
shares of Common Stock proposed to be transferred by the
Transferor or have given notices that none of such shares
shall be purchased by them, the Transferor shall have the
right, for a period of sixty (60) days thereafter, to transfer
the shares as to which an election to purchase has not been
made. Shares of Common Stock transferred pursuant to this
Section 3(b)(v) shall no longer be, and the transferee of such
shares shall not be, subject to the terms and provisions of
this Agreement; provided, that shares of Common Stock that
have not been transferred by the Transferor within such sixty
(60) day period shall again become subject to the provisions
of this Agreement.
(c) The closing of any transfer of shares of Common Stock to Group
Designees or to the Corporation shall take place, unless otherwise agreed by the
parties to the transfer, at the offices of the Corporation at 10:00 A.M.
twenty-five (25) days after all election and other periods set forth in Section
3(b) have expired. At the closing, the Transferor shall deliver to the
transferee or transferees of the shares of Common Stock (the "Transferee")
certificates representing the shares of Common Stock to be transferred, duly
endorsed in blank or accompanied by stock powers duly signed in blank. Upon
delivery to the Transferee of such certificates and, if applicable, such stock
powers, the Transferee shall pay to the Transferor, by certified or bank
cashier's check (subject to collection), the Purchase Price.
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(d) For purposes of this Agreement, the term "Fair Market Value" shall
be deemed to be the closing price of a share of Common Stock on the American
Stock Exchange or on such other national securities exchange on which the Common
Stock is traded (including, without limitation, the Nasdaq Stock Market) or, if
the Common Stock is not traded on a national securities exchange, the average of
the closing bid and asked prices for the Common Stock in the over-the-counter
market. If neither the closing price on the American Stock Exchange or on a
national securities exchange nor the bid and asked prices in the
over-the-counter market are available, Fair Market Value shall be deemed to be
the book value of the Common Stock as at the end of the immediately preceding
fiscal quarter of the Corporation, determined by the independent certified
public accountants of the Corporation, as shown on the Corporation's books and
records which, at all times during the term of this Agreement, shall be
maintained in accordance with generally accepted accounting principles.
4. Voting Agreement.
----------------
(a) Each Stockholder agrees that, for a period from and including the
date hereof and to and including April 30, 2018, he or she will vote the shares
of Common Stock now owned and hereafter acquired by him or her and all other
shares of Common Stock with respect to which he or she has or shares, and
hereafter may have or share, voting power and (ii) shares of Common Stock
hereafter transferred by a Stockholder pursuant to Section 3(a)(ii)) (the
"Voting Shares"), with respect to all matters submitted to the Stockholders at
any annual or special meeting of stockholders of the Corporation, or pursuant to
a written consent in lieu thereof, as directed by the Stockholders' Committee
(as hereinafter defined).
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(b) A committee of four persons (the "Stockholders' Committee") is
hereby appointed for the purpose of directing the voting by the Stockholders of
the Voting Shares upon all matters which may be submitted to the Stockholders at
any annual or special meeting of stockholders of the Corporation or pursuant to
a written consent in lieu thereof. The initial members of the Stockholders'
Committee shall be Xxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx
Xxxxxxxx. In the event of the death, mental or physical incapacity or the
unwillingness to serve of a member of the Stockholders' Committee (other than
Xxx Xxxxxxxx) such member shall be succeeded on the Stockholders' Committee (and
each successor shall be succeeded) by the person whose name is listed next
following such member's or successor's name on Schedule C hereto. In the event
of the death, mental or physical incapacity or unwillingness to serve of any
member (other than Xxx Xxxxxxxx) and all successors to such member, the
remaining members of the Stockholders' Committee shall fill the vacancy thereby
created. In the event of the death, mental or physical incapacity of Xxx
Xxxxxxxx, or Xx. Xxxxxxxx'x unwillingness to serve as a member of the
Stockholders' Committee, the vacancy created thereby shall not be filled and the
number of persons comprising the entire Stockholder's Committee shall
contemporaneously therewith be reduced to three persons.
(c) The presence in person or by proxy of at least two-thirds of the
members of the Stockholders' Committee shall constitute a quorum for the
transaction of business. The vote of at least two-thirds of the members of the
Stockholders' Committee, or the unanimous written consent of all members without
a meeting, shall be the act of the Stockholders' Committee. The Stockholders'
Committee shall notify each Stockholder in writing of all decisions of the
Stockholders' Committee.
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(d) In the event of the death, mental or physical incapacity or the
unwillingness to serve of a member of a Group Designee, such Group Designee
shall be succeeded (and each successor shall be succeeded) by the person whose
name is listed next following such Group Designee's or successor's name on
Schedule D hereto. In the event of the death, mental or physical incapacity or
unwillingness to serve of any Group Designee and all successors to such Group
Designee, the members of the applicable Stockholder Group, by a vote of a
majority of the shares of Common Stock owned by such Stockholder Group, shall
fill the vacancy thereby created.
5. Notices.
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Any notices required or permitted to be given under this Agreement
shall be deemed duly given if in writing and when sent by certified mail, return
receipt requested, to each Stockholder at his or her address set forth on
Schedule A hereto, and notices to the Corporation shall be addressed to it at
000 00xx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxxxx 00000, Attention: Chairman of the
Board, or at such other address as any Stockholder or the Corporation shall
designate by similar notice to the other parties hereto.
6. Termination.
-----------
This Agreement shall terminate (a) on such date upon which all of the
Stockholders may agree in writing or at such time as there shall be only one
Stockholder or (b) upon the affirmative vote of at least two-thirds of the
members of the Stockholders Committee and the affirmative vote of a majority of
the shares of Common Stock owned by members of each Stockholder Group.
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7. Remedies.
--------
The Stockholders and the Corporation acknowledge that they will be
irreparably damaged in the event that this Agreement is not specifically
enforced. Therefore, if any dispute should arise concerning the transfer of any
of the shares of Common Stock now owned or hereafter acquired by the
Stockholders, or by the Corporation from the Stockholders, an injunction may be
issued restraining any transfer pending the determination of such controversy.
In the event of any controversy concerning any of the rights or obligations
created hereunder, such right or obligation may be enforced by a decree of
specific performance. Such remedies however, shall be cumulative and not
exclusive and shall be in addition to any other remedy, at law or in equity,
which the parties may have under this Agreement or applicable law.
8. Binding Effect Benefit.
----------------------
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, executors,
administrators, successors and assigns.
9. Entire Agreement.
----------------
This Agreement constitutes the entire agreement between the parties
hereto relating to the subject matter hereof. There are no representations,
warranties, covenants or understandings relating to the subject matter hereof
other than those expressly set forth herein.
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10. Waivers.
-------
No waiver or modification of any of the terms of this Agreement shall
be valid unless in writing and signed by the holders of at least two-thirds of
the shares of Common Stock owned by the members of each Stockholder Group;
provided, that the provisions of Section 3(b) may be waived only upon the
unanimous written consent of the Group Designees. No waiver of a breach of any
provision hereof shall be deemed a waiver of any subsequent breach or default of
any kind or nature.
11. Severability.
------------
The invalidity or unenforceability of any provision of this Agreement,
or part of any provision of this Agreement, shall not affect the other
provisions or parts hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions or parts were omitted.
12. Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of
which shall be considered to be an original, but all of which, when taken
together, shall constitute one and the same instrument.
13. Headings.
--------
Headings in this Agreement are for reference purposes only and shall
not be deemed to have any substantive effect.
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14. Governing Law.
-------------
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York without giving effect to
conflicts of laws principles thereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxx Xxxxxxxx
-------------------------------
Xxxxx Xxxxxxxx, Chairman of
the Board
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STOCKHOLDER SIGNATURES
/s/ Xxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
Xxx Xxxxxxxx Xxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx
/s/ Xxxxx Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxx
Xxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxx custodian for Xxxxxx Xxxxxxxxx
Xxxxxx Xxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx custodian for Xxxxxx Xxxxxxxx
Xxxxxxx Xxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx THE XXXXX XXXXXXXX FOUNDATION
Xxxxxx Xxxxxxxx custodian for
Xxxxx Xxxx Xxxxxxxx
By: /s/ Xxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxx Xxxxxxxx Print Name: Xxx Xxxxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxx Print Title: Director
/s/ Xxxxxxxxx Xxxx Xxxxxxx ABE AND XXXXXX XXXXXXXX
Xxxxxxxxx Xxxx Xxxxxxx FOUNDATION
/s/ Xxxx Xxx Xxxxxxx By: /s/ Xxx Xxxxxxxx
Xxxx Xxx Xxxxxxx Print Name: Xxx Xxxxxxxx
Print Title: Director
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
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STOCKHOLDER SIGNATURES
NATMART LTD. /s/ Xxxxxx Xxxx
Xxxxxx Xxxx
By: /s/ Xxxxx Xxxxxxxx
Print Name: Xxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxx
Print Title: General Partner Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx /s/ Xxxxxx Xxx Xxxx
Xxxxxx Xxx Xxxx for Xxxxxx
Xxxxxxxxxx, a minor
By: /s/ Xxxxxx Xxx Xxxx
Xxxxxx Xxx Xxxx
/s/ Xxxxxxxxx Xxxxxx
/s/ Xxxxx Xxxx Xxxxxxxxx Xxxxxx
Xxxxx Xxxx
/s/ Xxxxxx Xxx Xxxx NATALIE AND XXXXXX XXXXXXXX
Xxxxxx Xxx Xxxx FOUNDATION
/s/ Xxxxx Xxxx Wolf By: /s/ Xxxxxxx Xxxxxxxx
Xxxxx Xxxx Xxxx Print Name:
Print Title:
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx XXXXX AND XXXXXXX XXXXXXXX
FOUNDATION
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx
Print Name: Xxxxx Xxxxxxxx
Print Title: President
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx, custodian for
Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx custodian for
Xxxxxxx Xxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
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STOCKHOLDER SIGNATURES
/s/ Xxxxxx Xxxxxxxx XXXX XXXXXXXX MEMORIAL
Xxxxxx Xxxxxxxx FOUNDATION
/s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx Print Name: Xxxxxx Xxxxxxxx
Print Title: Trustee
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx custodian for /s/ Xxxxxxxxx Xxxxxxxx
Xxxxx Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx custodian for Xxxxxxx Xxxxxxxx for Xxxxxx
Xxxxxxx Xxxxxx Xxxxxxxx Chestnov, a minor
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, Trustee under
Estate of Xxxx Xxxxxxxx-Non Marital Trust B
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, Trustee under
Estate of Xxxx Xxxxxxxx-Non-Marital Trust B
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
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SCHEDULE A
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STOCKHOLDERS' NAMES AND ADDRESSES
---------------------------------
Xx. Xxx Xxxxxxxx Xx. Xxxxxx Xxxxxxxx
0000 Xxxxxxxx Xxxxxx CUST Xxxxxxx Xxxx Xxxxxxxx
Xxxx Xxx, XX 00000 000 Xxxx 00xx Xxxxxx
Apartment 19H
Xx. Xxxxxx Xxxxxxxx Xxx Xxxx, XX 00000
0000 Xxxxxxxx Xxxxxx
Xxxx Xxx, XX 00000 Xx. Xxxxxxx Xxxxxxx Xxxxxxxx
5 Xxxxx Terrace
Xx. Xxxxxx Xxxxxxxx Xxxxxxxxx Xxxxxx, XX 00000
000 Xxxx 00xx Xxxxxx
Apartment 19H Xx. Xxxxxxxxx Xxxxxxx
Xxx Xxxx, XX 00000 0000 Xxxxxxx Xxxxxx, Xxx. 0000
Xxxxxxx, XX 00000
Xx. Xxxxx Xxxx Xxxxxxxx
000 Xxxx 00xx Xxxxxx Xx. Xxxx Xxx Xxxxxxx
Apartment 19H 00 Xxxxxxxx Xxx
Xxx Xxxx, XX 00000 Xxxxxxxxx, XX 00000
Xx. Xxxxxx Xxxxxxxx Xx. Xxxxxx Xxxxxxxx
CUST Xxxxxx Xxxx Xxxxxxxx CUST Xxxxx Xxxx Xxxxxxxx
000 Xxxx 00xx Xxxxxx 000 Xxxx 00xx Xxxxxx
Apartment 19H Apartment 19H
Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
Xx. Xxxxx Xxxxxxxxx Xx. Xxxxx Xxxxxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxxx, 30A 000 Xxxx 00xx Xxxxxx, 0X
Xxxx Xxx, XX 00000 Xxx Xxxx, Xxx Xxxx 00000
Xx. Xxxxxx Xxxxxxxxx
0000 Xxxxxxxx Xxxxxx, 00X
Xxxx Xxx, XX 00000
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SCHEDULE A
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STOCKHOLDERS' NAMES AND ADDRESSES
---------------------------------
Xx. Xxxxx Xxxxxx Xxxxxxxxx Xx. Xxxxxxx Xxxxxxxx
000 Xxxxxx Xxxxx 000 XX 000xx Xxxxxx
Xxxxxxxxx, XX 00000 Apartment 720
No. Xxxxx Xxxxx, XX 00000
Natmart Ltd.
c/o Xxxxx Xxxxxxxx Xx. Xxxxx Xxxxxxxx
0000 Xxxxxxxxx Xxxxxx 00 Xxxx Xxxxxxx
Xxxx Xxx Xxxx, Xxx Xxxxxx 00000 Xxxxxxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx Xx. Xxxxxx Xxxxxxxx, custodian
00 Xxxx Xxxxxxx for Xxxxx Xxxx Xxxxxxxx
Xxxxxxxx, XX 00000 000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx
00 Xxxxx Xxxx Xx. Xxxxxx Xxxxxxxx, custodian
Xxxxxxxx, XX 00000 for Xxxxxxx Xxxxxx Xxxxxxxx
000 Xxxxxxx Xxxx
Xx. Xxxxxxx Xxxxxxxx Xxxxxxxx Xxxxx, XX 00000
00 Xxxx Xxxxxxx
Xxxxxxxx, XX 00000 Xx. Xxxxxx Xxxxxxxx
21897 Arriba Real
Xx. Xxxxx Xxxxxxxx, custodian Xxxx Xxxxx, XX 00000
for Xxxxxxx Xxxxxx Xxxxxxxx
00 Xxxx Xxxxxxx Xxxxxx of Xxxx Xxxxxxxx
Xxxxxxxx, XX 00000 c/o Xxxxxx, Inc.
000 00xx Xxxxxx
Xx. Xxxxx Xxxxxxxx, custodian Xxxx Xxx Xxxx, XX 00000
for Xxxxxxx Xxxxxxxx
00 Xxxx Xxxxxxx Xx. Xxxxxx Xxx Xxxx
Xxxxxxxx, XX 00000 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xx. Xxxxxx Xxxxxxxx
000 Xxxxxxx Xxxx Xx. Xxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000 000 Xxxx 00xx Xxxxxx, 00X
Xxx Xxxx, Xxx Xxxx 00000
Xx. Xxxxxx Xxxxxxxx
000 Xxxxxxx Xxxx
Xxxxxxxx Xxxxx, XX 00000
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SCHEDULE A
----------
STOCKHOLDERS' NAMES AND ADDRESSES
---------------------------------
Xx. Xxxxxxx Xxxxxxxx Xx. Xxxx Xxxxxxxx
00000 Xxxxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000 Xxxx Xxxxx, XX 00000
Xx. Xxxxxx Xxxx Xx. Xxxxx Xxxxxxxx
00 Xxxxx Xxxxxx 0000 Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxx Xxxxx, XX 00000
Xx. Xxxxx Xxxx Xxxx Xx. Xxxxxxxxx Xxxxxx
000 Xxxx 00xx Xxxxxx, 0X 0000 Xxxxx Xxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxxx, Xxx Xxxx 00000
Xx. Xxxxx Xxxxxx Xx. Xxxxxxxxx Xxxxxxxx
000 Xxxx 00xx Xxxxxx, 0X 00000 Xxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxx Xxxxx, XX 00000
Xx. Xxxxxx Xxxxxxxxx Xx. Xxxxxx Xxxxxxxx
000 Xxxxxx Xxxxx 00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
Mr. Xxxxxx Xxxxxxxx
0 Xxxxx Xxxxxxx
Xxxxxxxxx Xxxxxx, XX 00000
Xx. Xxxxxx Xxxx
000 Xxxx 00xx Xxxxxx, 0X
Xxx Xxxx, Xxx Xxxx 00000
Xx. Xxxxxxx Xxxxxxxx
00 Xxxxx Xxxx
Xxxxxxxx, XX 00000
Xx. Xxxxxx Xxxxxxxxxx
c/o Xx. Xxxxxx Xxx Xxxx
000 Xxxx 00xx Xxxxxx, 00X
Xxx Xxxx, Xxx Xxxx 00000
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SCHEDULE B
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STOCKHOLDERS GROUPS
-------------------
XXXXXX XXXXXXXX STOCKHOLDER GROUP
---------------------------------
Xxxxxx Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx
(Group Designee)
Xxxxx Xxxx Xxxxxxxxx
Xxxxxx Xxxxxxxx
CUST Xxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxx
Unif Gift Min Act NJ
Xxxxxx Xxxxxxxxx
Xxxxx Xxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxx
The Xxxxx Xxxxxxxx Foundation
Xxxxxxxxx Xxxx Xxxxxxx
Abe and Xxxxxx Xxxxxxxx Foundation
Xxxx Xxx Xxxxxxx
Xxxxxx Xxxxxxxx
cust Xxxxxxx Xxxx Xxxxxxxx
Unif Gift Min Act NJ
Xxxxxx Xxxxxxxx
cust Xxxxx Xxxx Xxxxxxxx
Unif Gift Min Act NJ
Xxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
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SCHEDULE B
----------
STOCKHOLDERS GROUPS
-------------------
XXXXXX XXXXXXXX STOCKHOLDER GROUP
---------------------------------
Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxx
(Group Designee)
Natalie and Xxxxxx Xxxxxxxx Foundation
Xxxxxxx Xxxxxxxx
Xxxxx and Xxxxxxx Xxxxxxxx Foundation
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxx Xxxxxxxx, custodian
for Xxxxxxx Xxxxxxxx
Xxxxx Xxxxxxxx, custodian
for Xxxxxxx Xxxxxx Xxxxxxxx
Natmart Ltd.
Xxxxxxx Xxxxxxxx
Xxxxxx Xxx Xxxx
Xxxxx Xxxx
Xxxxx Xxxx
Xxxxxx Xxxx
Xxxxxx Xxxx
Xxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxxxx
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SCHEDULE B
----------
STOCKHOLDERS GROUPS
-------------------
XXXXXX XXXXXXXX STOCKHOLDER GROUP
---------------------------------
Xxxxxx Xxxxxxxx
(Group Designee)
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, custodian
for Xxxxx Xxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, custodian
for Xxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Estate of Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Xxxx Xxxxxxxx Memorial Foundation
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SCHEDULE C
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STOCKHOLDERS' COMMITTEE
-----------------------
The initial members of the Stockholders' Committee are Xxx Xxxxxxxx,
Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx. Successors for each such
member (except for Xxx Xxxxxxxx, who shall have no successor) are set forth
below under each member's name in order of succession:
Xxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
------------ --------------- -------------- ---------------
Not Applicable Xxxxxxx Xxxxxxxx Xxxxxx Xxx Xxxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxx
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SCHEDULE D
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GROUP DESIGNEES
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The initial Group Designees are Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and
Xxxxxx Xxxxxxxx. Successors for each such Group Designee are set forth below
under his name in order of succession:
Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx Xxxxxx Xxx Xxxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxx
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