BUY-SELL AGREEMENT
THIS BUY-SELL AGREEMENT (this "AGREEMENT") is made as of
______________, 1997, by and among XXXXXX VINEYARDS INC., a Delaware corporation
(the "CORPORATION"), XXXXXX X. XXXXXX, AS TRUSTEE OF THE XXXXXX X. XXXXXX
REVOCABLE TRUST, DATED OCTOBER 8, 1992 ("AGS"), XXXXX X. XXXXXX ("SDS"),
XXXXX X. XXXXXX ("HMS"), XXXX X. XXXXXXXX ("KJG"), EMANTY LIMITED LIABILITY
COMPANY, a California limited liability company ("EMANTY"), and the additional
stockholders of the Corporation, if any, identified on Exhibit A attached hereto
and by this reference incorporated herein (the "ADDITIONAL STOCKHOLDERS" and,
together with SDS, HMS, Emanty and KJG the "MINORITY STOCKHOLDERS"). The
Minority Stockholders and AGS are collectively referred to herein as the
"STOCKHOLDERS."
RECITALS
WHEREAS, the Stockholders are the holders of all of the outstanding
shares (the "SHARES") of Class B Common Stock of the Corporation;
WHEREAS, AGS, Xxxxx X. Liberty ("EKL") and Xxxxx X. Xxxxxx ("TPS") are
the sole members of Emanty.
WHEREAS, the Corporation and the Stockholders have determined that it
is in the best interests of the Corporation and the Stockholders that the
transferability of the Shares of the Minority Stockholders be restricted as
provided herein; and
WHEREAS, the parties hereto (the "PARTIES") have each independently
concluded that the method of valuation of the Shares provided in this Agreement
is fair and equitable.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual agreements and covenants contained herein, the Parties agree as follows:
1. RESTRICTIONS ON TRANSFER. Except as expressly permitted or
required by this Agreement, no Minority Stockholder shall, voluntarily or
involuntarily (including, without limitation, by operation of law) transfer,
sell, exchange, give away, pledge, hypothecate or otherwise dispose of
("TRANSFER") all or any portion of the Shares or any rights therein. Any
Transfer or attempted Transfer in violation of the preceding sentence shall be
null and void and of no effect whatever. Each Party hereby acknowledges the
reasonableness of the restrictions on Transfer imposed by this Agreement in view
of the relationship of the Parties. Accordingly, the restrictions on Transfer
contained herein shall be specifically enforceable. Each Party hereby further
agrees to hold each other Party (and each other Party's successors and assigns)
wholly
and completely harmless from any cost, liability or damage (including, without
limitation, liabilities for income taxes and costs of enforcing this indemnity)
incurred by any of such indemnified persons as a result of a Transfer or an
attempted Transfer in violation of this Agreement.
2. INSPECTION OF AGREEMENT. A copy of this Agreement duly executed
by each of the Parties shall be delivered to the Corporation, maintained by the
Corporation at its principal executive office, and made available for inspection
to any person requesting to see it.
3. PERMITTED TRANSFERS.
(a) GENERAL. Subject to the conditions and restrictions set
forth in this Section 3, each Minority Stockholder shall have the right to
Transfer all or any portion of such Minority Stockholder's Shares by means of a
Permitted Transfer.
(b) DEFINITION OF PERMITTED TRANSFER AND PERMITTED TRANSFEREES.
(i) A "PERMITTED TRANSFER" is any Transfer by any
Minority Stockholder of all or any portion of the Shares to a Permitted
Transferee, provided that such Transfer otherwise complies with the conditions
and restrictions of this Section 3.
(ii) A "PERMITTED TRANSFEREE" is any of the
following persons: (1) the Corporation, (2) any of AGS, SDS, HMS, Emanty, KJG,
EKL or TPS, (3) a current spouse, former spouse or direct lineal descendant of
any individual named in clause (2) above, including, without limitation, adopted
persons (if adopted during minority) and persons born out of wedlock, and
excluding xxxxxx children and stepchildren, (4) a trust under which all of the
beneficiaries are persons described in clauses (2) or (3) above, or (5) a
corporation, partnership or limited liability company all of the equity
interests of which are owned by the persons or entities specified in clauses
(1), (2), (3) and (4) above or corporations, partnerships or limited liability
companies described in this clause (5).
(c) CONDITION TO PERMITTED TRANSFERS. Each Permitted Transfer
must be preceded by a written notice given by the transferring Minority
Stockholder to the Corporation, and to each of AGS, SDS and HMS to the extent he
or she is not the transferring Minority Stockholder, at least ten (10) business
days prior to such Permitted Transfer. Each person or entity (other than the
Corporation and AGS) to whom or which Shares (or any right, title or interest
therein) are Transferred by means of a Permitted Transfer must, as a condition
precedent to the validity of such Transfer, acknowledge in writing to the
Corporation that such person or entity is bound by the provisions of this
Agreement and the transferred Shares (or any right, title or interest therein)
are subject to the covenants and restrictions set forth in this Agreement to the
same extent such Shares would be so subject if retained by the transferring
Minority Stockholder.
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4. RIGHT OF FIRST REFUSAL. Each Minority Stockholder shall have the
right, from time to time, to Transfer or to convert into Class A Common Stock of
the Corporation in accordance with the Certificate of Incorporation of the
Corporation ("CONVERT"), all or any portion of such Minority Stockholder's
Shares, subject to the following rights of the other Parties (the "RIGHT OF
FIRST REFUSAL"), pursuant to the following steps:
(a) SALE OR CONVERSION NOTICE. Such Minority Stockholder (the
"SELLING OR CONVERTING STOCKHOLDER") shall give written notice (the "SALE OR
CONVERSION NOTICE") to the Corporation, AGS, SDS and HMS of his, her or its
intention to Transfer or Convert Shares. The Sale or Conversion Notice shall
(i) identify the proposed transferee, if applicable, (ii) specify the portion of
the Shares to be transferred or converted, (iii) if applicable, specify the
price and the terms of payment (the "SALE TERMS"), and (iv) if applicable,
specify the Purchase Price and Payment Terms described in Section 7 below.
(b) OPTION TO THE CORPORATION. The Corporation shall have the
first option to purchase all or any part of the Shares referred to in the Sale
or Conversion Notice at the lesser of (i) the Sale Terms, if applicable, and
(ii) the Purchase Price and upon the Payment Terms. Within five (5) business
days after delivery of the Sale or Conversion Notice to the Corporation, the
Corporation shall give written notice to AGS, SDS and HMS regarding the portion
or all of the Shares to be purchased by the Corporation.
(c) OPTION TO AGS. If the Corporation does not elect to
purchase all of the Shares referred to in the Sale or Conversion Notice, AGS
shall have the option to purchase all of the Shares referred to in the Sale or
Conversion Notice (other than the Shares to be purchased by the Corporation) at
the lesser of (i) the Sale Terms, if applicable, and (ii) the Purchase Price and
upon the Payment Terms. Within ten (10) business days after delivery of the
Sale or Conversion Notice to AGS, AGS shall give written notice to the
Corporation, SDS and HMS regarding the portion or all of the Shares to be
purchased by AGS.
(d) OPTION TO SDS AND HMS. If the Corporation and/or AGS do not
elect to purchase all of the Shares referred to in the Sale or Conversion
Notice, (i) SDS and HMS (if neither SDS nor HMS is the Selling or Converting
Stockholder), jointly and (to the extent that each elects to exercise such
option) PRO RATA in proportion to the number of Shares held by each, (ii) SDS
(if HMS is the Selling or Converting Stockholder) or (iii) HMS (if SDS is the
Selling or Converting Stockholder), shall have the option to purchase all of the
Shares referred to in the Sale or Conversion Notice (other than the Shares to be
purchased by the Corporation and/or AGS) at the lesser of (A) the Sale Terms, if
applicable, and (B) the Purchase Price and upon the Payment Terms. Within
fifteen (15) business days after delivery of the Sale of Conversion Notice to
SDS and HMS, SDS and/or HMS, as applicable, shall give written notice the
Corporation, AGS and SDS or HMS, as applicable, regarding the portion or all of
the Shares to be purchased by SDS and/or HMS.
(e) EXERCISE OF OPTION RIGHTS. If the Corporation, AGS, SDS
and/or HMS elect to purchase all of the Shares set forth in the Sale or
Conversion Notice, the Corporation, AGS, SDS and/or HMS, as applicable, shall
purchase all such Shares at the lesser of (i) the Sale Terms, if applicable, and
(ii) the Purchase Price and upon the Payment Terms.
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(f) SALE TO PROPOSED TRANSFEREE. If the Corporation, AGS, SDS
and/or HMS do not elect to purchase all of the Shares set forth in the Sale or
Conversion Notice, such Shares, but not less than all of such Shares referred to
in the Sale or Conversion Notice, (i) in the case of a proposed Transfer may be
transferred at any time prior to the thirtieth (30th) business day after the
date of the Sale or Conversion Notice to the transferee identified in the Sale
Notice on the Sale Terms and (ii) in the case of a proposed conversion may be
converted into shares of Class A Common Stock of the Corporation in accordance
with the Certificate of Incorporation of the Corporation at any time prior to
the thirtieth (30th) business day after the date of the Sale or Conversion
Notice. No Transfer or conversion of the Shares shall be made after the end of
such thirty (30) business day period, nor shall any change in the terms and
conditions of Transfer or conversion be permitted, without the Selling or
Converting Stockholder first giving to the Corporation, AGS, SDS and HMS a new
Sale or Conversion Notice in compliance with the requirements of this Section.
(g) CONVERSION ON DIVORCE OR LEGAL SEPARATION. Notwithstanding
the foregoing provisions of this Section 4, if any Minority Stockholder who is
an individual should divorce or became legally separated (a "SEPARATING PARTY"),
the spouse of such Party (the "SPOUSE") shall, if such Spouse already is a
Party, or if such Spouse is not already a Party then, such Separating Party
shall cause the Spouse to, promptly give a Sale or Conversion Notice to the
Corporation, AGS, SDS and HMS indicating that all of the Shares owned by the
Spouse are proposed to be converted into Class A Common Stock of the Corporation
and thereby providing the Corporation, AGS, SDS and HMS with the options to
purchase such Shares in the manner specified herein. If the Corporation, AGS,
SDS and HMS do not elect to purchase all of the Shares set forth in the Spouse's
Sale or Conversion Notice, the Spouse shall, if such Spouse already is a Party,
or if such Spouse is not already a Party, then the Separating Party shall cause
the Spouse to, promptly convert all of the Shares owned by the Spouse into Class
A Common Stock of the Corporation in accordance with the Certificate of
Incorporation of the Corporation.
5. LIMITED SALES TO THIRD PARTIES. Notwithstanding the provisions
of Section 4, a Minority Stockholder shall have the right to Transfer all or
part of such Minority Stockholder's Shares, without compliance with the Right of
First Refusal, as follows:
(a) SALES BY SDS, HMS AND KJG. Each of SDS, HMS and KJG shall
be entitled to Transfer to persons other than Permitted Transferees: (i) on or
prior to December 31, 1998, an aggregate of 50,000 Shares (the "INITIAL AMOUNT")
and (ii) during 1999 and each calendar year thereafter, 40,600 Shares (the
"ANNUAL AMOUNT"); provided, however, in the event that such Minority Stockholder
Transfers less than the Initial Amount on or prior to December 31, 1998 and/or
less than the Annual Amount in 1999 or any calendar year thereafter, then such
Minority Stockholder shall be entitled, in 1999 or any subsequent calendar year,
to Transfer Shares in an amount up to the Annual Amount for such calendar year
PLUS any then unused Initial Amount PLUS any then unused Annual Amounts from
prior calendar years.
(b) SALES BY EMANTY. Emanty shall be entitled to Transfer to
persons other than Permitted Transferees: (i) on or prior to December 31, 1998,
an aggregate of 100,000 Shares (the "EMANTY INITIAL AMOUNT") and (ii) during
1999 and each calendar year thereafter, 81,200 Shares (the "EMANTY ANNUAL
AMOUNT"); provided, however, in the event that
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Emanty Transfers less than the Emanty Initial Amount on or prior to December 31,
1998 and/or less than the Emanty Annual Amount in 1999 or any calendar year
thereafter, then Emanty shall be entitled, in 1999 or any subsequent calendar
year, to Transfer Shares in an amount up to the Emanty Annual Amount for such
calendar year PLUS any then unused Emanty Initial Amount PLUS any then unused
Emanty Annual Amounts from prior calendar years.
(c) EFFECT OF TRANSFERS. All transferees of Shares pursuant to
this Section 5 shall take such Shares free and clear of the covenants and
restrictions set forth in this Agreement. Any legend with respect to this
Agreement set forth on any certificate evidencing Shares transferred pursuant to
this Section 5 shall be removed upon the consummation of such Transfer.
6. OPTION TO PURCHASE UPON CERTAIN EVENTS.
(a) SALE EVENTS. Upon the occurrence of any of the following
events (each a "SALE EVENT"), the Corporation, AGS, SDS and/or HMS shall have
the option to purchase all of the Shares of a Minority Stockholder (the
"AFFECTED STOCKHOLDER"), at the Purchase Price and upon the Payment Terms,
pursuant to the provisions of this Section 6:
(i) the death of the Affected Stockholder;
(ii) the entry of a judgment awarding all or any
part of the Shares of the Affected Stockholder to any person who is not a Party;
(iii) the filing or recording of any levy or
attachment against the Shares of the Affected Stockholder;
(iv) the occurrence, with respect to the Affected
Stockholder, of any of the following: (A) filing a voluntary petition in
bankruptcy or for reorganization or for the adoption of an arrangement under the
Federal Bankruptcy Code (as now or in the future amended) or an admission
seeking the relief therein provided; (B) making a general assignment for the
benefit of creditors; (C) consenting to the appointment of a receiver for all or
a substantial part of the Affected Stockholder's property; (D) in the case of
the filing of an involuntary petition in bankruptcy, an entry of an order for
relief; (E) the entry of a court order appointing a receiver or trustee for all
or a substantial part of the Affected Stockholder's property without his
consent; or (F) the assumption of custody or sequestration by a court of
competent jurisdiction of all or substantially all of the Affected Stockholder's
property; or
(v) in the event that KJG is the Affected
Stockholder, the termination of employment of such Affected Stockholder with the
Corporation, voluntarily or involuntarily, with or without cause.
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(b) OPTION TO THE CORPORATION. Upon the occurrence of a Sale
Event, the Corporation shall have the first option to purchase all of the Shares
of the Affected Stockholder. Within five (5) business days after the Sale
Event, the Corporation shall give written notice to AGS, SDS and HMS regarding
the portion or all of the Shares to be purchased by the Corporation.
(c) OPTION TO AGS. If the Corporation does not elect to
purchase all of the Shares of the Affected Stockholder, AGS shall have the
option to purchase all of such Shares (other than the portion of the Shares to
be purchased by the Corporation). Within ten (10) business days after the Sale
Event, AGS shall give written notice to the Corporation, SDS and HMS regarding
the portion or all of the Shares to be purchased by AGS.
(d) OPTION TO SDS AND HMS. If the Corporation and/or AGS do not
elect to purchase all of the Shares of the Affected Stockholder, (i) SDS and HMS
(if neither SDS nor HMS is the Affected Stockholder), jointly and (to the extent
that each elects to exercise such option) PRO RATA in proportion to the number
of Shares held by each, (ii) SDS (if HMS is the Affected Stockholder) or
(iii) HMS (if SDS is the Affected Stockholder), shall have the option to
purchase all of such Shares (other than the portion of the Shares to be
purchased by the Corporation and/or AGS). Within fifteen (15) business days
after the Sale Event, SDS and/or HMS, as applicable, shall give written notice
to the Corporation, AGS and SDS or HMS, as applicable, regarding the portion or
all of the Shares to be purchased by SDS and/or HMS.
(e) EXERCISE OF OPTION. If the Corporation, AGS, SDS and/or HMS
elect to purchase all of the Shares of the Affected Stockholder pursuant to this
Section 6, the Corporation, AGS, SDS and/or HMS, as applicable, shall purchase
all of such Shares at the Purchase Price and upon the Payment Terms.
(f) EFFECT OF FAILURE TO EXERCISE OPTION. If the Corporation,
AGS, SDS and/or HMS do not elect to purchase all of the Shares of the Affected
Stockholder following a Sale Event, no portion of the Shares shall be
transferred pursuant to this Section 6 on account of such Sale Event.
7. PURCHASE PRICE AND PAYMENT TERMS.
(a) PURCHASE PRICE. "PURCHASE PRICE" means:
(i) if the Selling or Converting Stockholder or the
Affected Stockholder is a Minority Stockholder other than KJG under the
circumstances described in clause (ii) below, a price per Share equal to the
weighted average trading price of a share of the Class A Common Stock of the
Corporation over the twenty (20) trading days on which such shares were actually
traded immediately preceding the date of the Sale Notice or the Sale Event, as
applicable (the "AVERAGE TRADING PRICE"); or
(ii) if KJG is the Affected Stockholder and the Sale Event
is the termination of KJG's employment with the Corporation, (A) if such
termination is a "Voluntary Termination" as such term is defined in Section
7(a)(iv) of the Employment Agreement between
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the Corporation and KJG (the "EMPLOYMENT AGREEMENT") which occurs prior to
July 1, 2004, or is for "Cause" as such term is defined in Section 7(a)(v) of
the Employment Agreement regardless of when such termination for Cause occurs, a
price per Share equal to the price per Share paid by KJG for such Shares and
(B) if such termination occurs for a reason or under circumstances other than as
described in subparagraph (A) above, a price per share equal to the Average
Trading Price.
(b) PAYMENT TERMS. The payment of the Purchase Price shall be
made on the following terms (the "PAYMENT TERMS"): (i) if the Purchase Price
for the Shares is $100,000 or less, the Purchase Price shall be paid in one lump
sum within seven (7) business days after the Sale Event or the Sale or
Conversion Notice, as applicable; and (ii) if the Purchase Price for the Shares
is more than $100,000, the Purchase Price shall be paid, at the option of the
Corporation, AGS, SDS and/or HMS, as applicable (x) in one lump sum within three
(3) months after the Sale Event or the Sale or Conversion Notice, as applicable;
or (y) by payment of not less than fifty percent (50%) of the Purchase Price
(the "DOWN PAYMENT") within three (3) months after the Sale Event or the Sale or
Conversion Notice, as applicable, and delivery of a promissory note evidencing
the balance of the Purchase Price, such promissory note to bear interest at the
prime rate in effect on the date of the Down Payment, to be payable in full one
(1) year after the date of the Down Payment and to be secured by the Shares
being purchased.
8. RESTRICTIVE LEGENDS. The stock certificates for the Shares shall
be endorsed with the following restrictive legends:
(1) "The shares represented by this certificate
have not been registered under the Securities Act of 1933.
The shares may not be sold or offered for sale in the
absence of (a) an effective registration statement for the
shares under such Act, (b) a 'no action' letter of the
Securities and Exchange Commission with respect to such sale
or offer or (c) satisfactory assurances to the Corporation
that registration under such Act is not required with
respect to such sale or offer."
(2) "The shares represented by this certificate
are subject to certain rights to purchase and rights of
first refusal granted to the Corporation and certain
stockholders of the Corporation and accordingly may not be
sold, assigned, transferred, encumbered, or in any manner
disposed of except in conformity with the terms of a certain
agreement between the Corporation, the registered holder of
the shares (or the predecessor in interest to the shares)
and certain other persons. A copy of such agreement is
maintained at the Corporation's principal corporate
offices."
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9. TERMINATION OF AGREEMENT. This Agreement shall terminate upon
the occurrence of any one of the following events:
(a) The written agreement of the Parties to that effect; or
(b) The dissolution of the Corporation.
10. ALTERATIONS OR AMENDMENTS. This Agreement may be altered or
amended in whole or in part at any time, by filing with this Agreement a written
instrument setting forth the changes signed by each of the Parties.
11. NOTICES. Any and all notices or other communications required or
permitted by this Agreement or by law to be served on, given to, or delivered to
any Party by any other Party shall be in writing and shall be deemed duly
served, given, or delivered when personally delivered to the Party or to an
officer of the Party, or in lieu of such personal delivery, on the third day
after deposit in the United States Mail, registered or certified, return receipt
requested, addressed to a Party at the address set forth below such Party's name
on the signature pages hereof, or such other address as shall have been provided
to the Parties in accordance with the provisions of this Section.
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the Parties and, except as restricted above with regard
to Transfers, each of their heirs, executors, administrators, successors and
assigns.
13. SEVERABILITY. Should any provisions or portion of this Agreement
be held unenforceable and invalid for any reason, the remaining provisions and
portions of this Agreement shall continue in full force and effect.
14. GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of California.
15. ENFORCEMENT. In the event of any breach of any covenant in, or
any other default under, this Agreement, any Party may proceed to protect and
enforce his, her or its rights by suit in equity or action at law, whether for
the specific performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the exercise of any
power granted in this Agreement, or to enforce any other legal or equitable
right of such Party, or to take any one or more of such actions. In the event a
Party brings such an action against another Party, the prevailing party in such
dispute shall be entitled to recover from the losing party all fees, costs and
expenses of enforcing any right of such prevailing party under or with respect
to this Agreement, including without limitation such reasonable fees and
expenses of attorneys and accountants. None of the rights, powers or remedies
conferred upon any Party shall be mutually exclusive, and each such right, power
or remedy shall be cumulative and in addition to every other right, power or
remedy, whether conferred hereby or now or hereafter available at law, in
equity, by statute or otherwise. Except as expressly provided in this
Agreement, no course of dealing between or among the Parties and no delay in
exercising any such right, power or remedy conferred hereby or now or hereafter
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existing at law, in equity, by statute or otherwise, shall operate as a waiver
of, or otherwise prejudice, any such right, power or remedy.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto respecting the transferability of the Shares and
correctly sets forth the rights, duties, and obligations of each to the other in
relation thereto as of its date. Any prior agreements, promises, negotiations,
or representations concerning its subject matter not expressly set forth or
referenced in this Agreement are of no force or effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first above set forth.
XXXXXX VINEYARDS INC., a Delaware
corporation
By
------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Executive Officer
Address: 00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
---------------------------------------------
XXXXXX X. XXXXXX, AS TRUSTEE OF THE XXXXXX X.
XXXXXX REVOCABLE TRUST, DATED OCTOBER 8, 1992
Address: 00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
---------------------------------------------
XXXXX X. XXXXXX
Address: 00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
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---------------------------------------------
XXXXX X. XXXXXX
Address: 00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
EMANTY LIMITED LIABILITY COMPANY,
a California limited liability company
By:
-----------------------------------------
Name: Xxxxxx X. Xxxxxx, as Trustee
of the Xxxxxx X. Xxxxxx
Revocable Trust, Dated October
8, 1992
Title: Managing Member
Address: 00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
---------------------------------------------
XXXX X. XXXXXXXX
Address: 00 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
AGREED AND ACKNOWLEDGED:
-----------------------------------
XXXXXXX XXXXXXX XXXXXX, AS
TRUSTEE UNDER DECLARATION OF
TRUST, DATED MARCH 12, 1997
-----------------------------------
XXXXX X. XXXXX
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-----------------------------------
XXXXXX X. LIBERTY
-----------------------------------
XXXXX X. XXXXXXX
-----------------------------------
XXXXX X. XXXXXX
-----------------------------------
XXXXX X. XXXXXX, AS
TRUSTEE OF THE SIENA C. PUGANLE
TRUST, DATED APRIL 4, 1993
-----------------------------------
XXXXX X. XXXXXX, AS
TRUSTEE OF THE SIENA C. PUGANLE
TRUST, DATED APRIL 4, 1993
-----------------------------------
XXXXX X. XXXXXX, AS
TRUSTEE OF THE XXXXXX J. PUGANLE
TRUST, DATED MAY 16, 1995
-----------------------------------
XXXXX X. XXXXXX, AS
TRUSTEE OF THE XXXXXX J. PUGANLE
TRUST, DATED MAY 16, 1995
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