VOTING AND SUPPORT AGREEMENT
VOTING AND SUPPORT AGREEMENT, dated as of March 31, 2011
(this “Agreement”), between Sterling Parent
Inc., a Delaware corporation (“Parent”) and the
following stockholders of the Company (each, a
“Stockholder” and collectively, the
“Stockholders”): (a) Xx. Xxxxx
Xxxxxxxx (the “Continuing Investor”) and
(b) those other Persons listed as stockholders on the
signatures pages hereof, which are family trusts or other
similar estate planning vehicles or 401(k) retirement plans
controlled by and for the benefit of either the Continuing
Investor or his spouse, Xxxx Xxxxxxxx (collectively, the
“Continuing Investor Estate Vehicles”).
RECITALS
A. SRA International, Inc. is a corporation organized under
the laws of the State of Delaware (the
“Company”). Each Stockholder owns the number of
shares of Class A Common Stock, par value $0.004 per share,
of the Company (the “Class A Common
Stock”) and of Class B Common Stock, par value
$0.004 per share, of the Company (the “Class B
Common Stock” and, together with the Class A
Common Stock, the “Common Stock”) set forth
opposite such Stockholder’s name on Schedule A hereto
(such shares of Common Stock, together with any other shares of
capital stock of the Company acquired by any Stockholder after
the date hereof and during the term of this Agreement, being
collectively referred to herein as the “Subject
Shares”).
B. Concurrently with the execution and delivery of this
Agreement, Parent and the Company are entering into an Agreement
and Plan of Merger (as the same may from time to time be
amended, modified, supplemented or restated, the “Merger
Agreement”) providing for the merger of Sterling Merger
Inc., a Delaware corporation and, direct, wholly owned
subsidiary of Parent (“Merger Sub”), with and
into the Company (the “Merger”) upon the terms
and subject to the conditions set forth therein. Capitalized
terms used but not defined herein shall have the meanings
ascribed to them in the Merger Agreement.
C. Concurrently with the execution and delivery of this
Agreement, Parent, the Company and The Xxxxx Xxxxxxxx Revocable
Trust are entering into a letter agreement (as the same may from
time to time be amended, modified, supplemented or restated, the
“Rollover Commitment Letter”), providing, among
other things, for the exchange, immediately prior to the
effective time of the Merger (the “Effective
Time”), of certain of the Subject Shares for shares of
Parent.
D. The Company Board (upon the unanimous recommendation of
the Special Committee) has (i) determined that the Merger
is fair to, and in the best interests of, holders of the Company
and its stockholders, (ii) approved and declared
advisable the Merger Agreement and the transactions contemplated
thereby, (iii) authorized and approved the execution,
delivery and performance of the Merger Agreement and the
transactions contemplated thereby, (iv) resolved to
recommend adoption of the Merger Agreement to the Company’s
stockholders and (v) approved the Merger and the Merger
Agreement and the transactions contemplated thereby for purposes
of Section 203 of the DGCL.
E. As a condition to entering into the Merger Agreement and
the Rollover Commitment Letter, Parent has required that the
Stockholders enter into this Agreement, and the Stockholders
desire to enter into this Agreement to induce Parent to enter
into the Merger Agreement and the Rollover Commitment Letter.
NOW, THEREFORE, the parties hereto agree as follows:
1. Representations and Warranties of each
Stockholder. Each Stockholder represents and
warrants to Parent as follows:
(a) Authority. Such Stockholder
has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly authorized, executed and
delivered by such Stockholder and constitutes a valid and
binding obligation of such Stockholder enforceable in accordance
with its terms, except as enforcement may be limited by
applicable
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bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ rights generally and by general
principles of equity (regardless of whether considered in a
proceeding in equity or at law). If such Stockholder is a trust,
no consent of any beneficiary is required for the execution and
delivery of this Agreement or the consummation of the
transactions contemplated hereby. The execution, delivery and
performance by such Stockholder of this Agreement does not
require any consent, approval, authorization or permit of,
action by, filing with or notification to any Governmental
Entity, other than any consent, approval, authorization, permit,
action, filing or notification the failure of which to make or
obtain would not, individually or in the aggregate, be
reasonably expected to prevent or materially delay the
consummation of the Merger or such Stockholder’s ability to
observe and perform such Stockholder’s material obligations
hereunder.
(b) No Conflicts. Neither the
execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, nor compliance with the
terms hereof, will violate, conflict with or result in a breach
of, or constitute a default (with or without notice or lapse of
time or both) under any provision of, any trust agreement, loan
or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise,
license, judgment, order, notice, decree, statute, law,
ordinance, rule or regulation applicable to such Stockholder or
to such Stockholder’s property or assets.
(c) The Subject Shares. Such
Stockholder is the record (or the controlling Person of the
record) and beneficial owner of, or is trustee or executor of a
trust or estate that is the record holder of and whose
beneficiaries are the beneficial owners of, and has good and
marketable title to, the Subject Shares set forth opposite such
Stockholder’s name on Schedule A hereto, free and
clear of any and all security interests, liens, changes,
encumbrances, equities, claims, options or limitations of
whatever nature and free of any other limitation or restriction
(including any restriction on the right to vote, sell or
otherwise dispose of such Subject Shares (other than the
restrictions set forth in Section 6 of the Company’s
Certificate of Incorporation and The Xxxxx Xxxxxxxx 2010 Grantor
Retained Annuity Trust’s (the “GRAT”)
trust agreement, dated March 19, 2009 (the “GRAT
Trust Agreement”) under which the Continuing
Investor retains the sole right to vote the Subject Shares)).
Such Stockholder does not own, of record or beneficially, any
shares of capital stock of the Company other than the Subject
Shares set forth opposite such Stockholder’s name on
Schedule A hereto. Subject to the terms of the Rollover
Commitment Letter, such Stockholder has the sole right to vote,
or to dispose of, such Subject Shares and none of such Subject
Shares is subject to any agreement, arrangement or restriction
with respect to the voting of such Subject Shares, except as
(i) contemplated by this Agreement, (ii) agreed to in
writing by Parent, (iii) specifically contemplated under
Article II, Section A of the GRAT Trust Agreement
or (iv) set forth in Section 6 of the Company’s
Certificate of Incorporation. Except for the Rollover Commitment
Letter, (x) there are no agreements or arrangements of
any kind, contingent or otherwise, obligating such Stockholder
to transfer, assign, sell, pledge, encumber, hypothecate or
otherwise dispose (whether by sale, liquidation, dissolution,
dividend or distribution) of or consent to any of the foregoing
(“Transfer”), or cause to be Transferred, any
of the Subject Shares and (y) no Person has any
contractual or other right or obligation to purchase or
otherwise acquire any of the Subject Shares.
(d) Reliance by Parent. Such
Stockholder understands and acknowledges that Parent is entering
into the Merger Agreement and the Rollover Commitment Letter in
reliance upon such Stockholder’s execution and delivery of
this Agreement.
(e) Litigation. To the knowledge
of such Stockholder, there is no action, proceeding or
investigation pending or threatened against such Stockholder
that questions the validity of this Agreement or any action
taken or to be taken by such Stockholder in connection with this
Agreement.
(f) Finders Fees. No broker,
investment bank, financial advisor or other person is entitled
to any broker’s, finder’s, financial adviser’s or
similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf
of such Stockholder.
2. Representations and Warranties of the Continuing
Investor. The Continuing Investor hereby
represents and warrants to Parent that either the Continuing
Investor or, solely with respect to the GRAT (on
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matters not relating to the voting of shares), his spouse, Xxxx
Xxxxxxxx, is the sole agent, proxy, attorney-in-fact and
representative for the benefit of, and on behalf of, each
Continuing Investor Estate Vehicle.
3. Representations and Warranties of
Parent. Parent hereby represents and warrants
to each Stockholder that Parent has all requisite corporate
power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by Parent, and the consummation
of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of
Parent. This Agreement has been duly executed and delivered by
Parent and constitutes a valid and binding obligation of Parent
enforceable in accordance with its terms, except as enforcement
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general principles of
equity (regardless of whether considered in a proceeding in
equity or at law). Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated
hereby, nor compliance with the terms hereof will violate,
conflict with or result in a breach of, or constitute a default
(with or without notice or lapse of time or both) under any
provision of, the certificate of incorporation or by-laws of
Parent, any trust agreement, loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise, license, judgment, order, notice,
decree, statute, law, ordinance, rule or regulation applicable
to Parent or to Parent’s property or assets.
4. Covenants of each
Stockholder. Until the termination of this
Agreement in accordance with Section 8, each Stockholder
agrees as follows:
(a) No Stockholder shall, nor shall such Stockholder permit
his or its Affiliates to (i) Transfer or enter into any
contract, option or other agreement providing for the Transfer
of any of the Subject Shares owned by such Stockholder or
(ii) grant any proxies or powers of attorney or other
authorization or consent in or with respect to the Subject
Shares owned by such Stockholder, deposit any Subject Shares
owned by such Stockholder into a voting trust or enter into a
voting agreement or arrangement with respect to any Subject
Shares owned by such Stockholder, or take any other action, that
would materially restrict, limit or interfere with the
performance of its or his obligations hereunder. The foregoing
restrictions on Transfers of Subject Shares shall not prohibit
any such Transfers by any Stockholder in connection with the
transactions contemplated by the Merger Agreement or the
Rollover Commitment Letter.
(b) At any meeting of shareholders of the Company called to
vote upon the Merger
and/or the
Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval
(including by written consent) with respect to the Merger
and/or the
Merger Agreement is sought, each Stockholder shall vote (or
cause to be voted), in person or by proxy, or deliver a written
consent (or cause a consent to be delivered) covering, all of
the Subject Shares (and each class thereof), in favor of the
adoption of the Merger Agreement and the approval of each of the
transactions contemplated thereby.
(c) At any meeting of shareholders of the Company or at any
adjournment thereof or in any other circumstances upon which a
vote, consent or other approval of all or some of the
shareholders of the Company is sought, each Stockholder shall
vote (or cause to be voted), in person or by proxy, or deliver a
written consent (or cause a consent to be delivered) covering,
all of the Subject Shares (and each class thereof), against
(i) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale or
transfer of a material amount of assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or
by the Company or any proposal made by any Person other than
Parent or its Affiliates that was initiated in opposition to or
in competition with the transactions contemplated by the Merger
Agreement (a “Competing Proposal”) and
(ii) any amendment of the Company’s certificate of
incorporation or by-laws or other proposal or transaction
involving the Company or any of its subsidiaries (other than the
amendments of the Company’s certificate of incorporation
and by-laws resulting from the Merger), which amendment or other
proposal or transaction would in any manner delay, impede,
frustrate, prevent or nullify the Merger, the Merger Agreement
or any of the other transactions contemplated by the Merger
Agreement or change in any manner the voting rights of each
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class of Common Stock. Subject to Section 6, each
Stockholder further agrees not to commit or agree to take any
action inconsistent with the foregoing.
(d) Subject to the terms of Section 6, no Stockholder
shall, nor shall any Stockholder authorize or permit any of such
Stockholder’s Representatives to (and shall use all
reasonable efforts to cause such Persons not to), directly or
indirectly, initiate, solicit, or knowingly encourage any
inquiry or the making of any proposal or offer that constitutes
or would reasonably be expected to lead to a Competing Proposal,
or continue or otherwise participate in any discussions or
negotiations with any Person with respect to a Competing
Proposal, or provide any non-public information or data
concerning the Company or any of its Subsidiaries to any Person
relating to a Competing Proposal. No Stockholder shall, alone or
together with any other Person, make a Competing Proposal. If
any Stockholder receives any inquiry or proposal regarding any
Takeover Proposal, solely in his or her capacity as a
shareholder of the Company, such Stockholder shall promptly
inform Parent of such inquiry or proposal and the details
thereof. Without limiting the foregoing, it is understood that
any violation of the restrictions set forth in this
Section 4(d) by any of such Stockholder’s
Representatives shall be deemed to be a violation of this
Section 4(d) by such Stockholder. Notwithstanding this
Section 4(d), nothing in this Agreement shall prohibit any
Stockholder from engaging in any discussions with any third
Person with which the Company is permitted to engage in
discussions pursuant to Sections 5.2(a) or (c) of the
Merger Agreement, regarding such Stockholder’s equity
participation, investment or reinvestment in any Acquisition
Proposal and terms related thereto, provided that prior
to the termination of this Agreement pursuant to Section 8,
such Stockholder will not enter into any agreement with respect
to such participation, investment or reinvestment.
(e) Each Stockholder hereby agrees, while this Agreement is
in effect, promptly to notify the Parent of the number of any
new shares of Common Stock with respect to which beneficial
ownership is acquired, if any, after the date hereof and before
the Effective Time. Any such shares shall automatically become
subject to the terms of this Agreement as Subject Shares as
though owned by the Stockholder as of the date hereof.
(f) Each Stockholder shall use all reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to
be done, and to assist and cooperate with the other parties in
doing, all things necessary, proper or advisable to carry out
the intent and purposes of this Agreement.
5. Covenant of the Continuing
Investor. From the date hereof until the
termination of this Agreement pursuant to Section 8, Xxxx
Xxxxxxxx shall at all times remain the sole trustee of the GRAT,
and the Continuing Investor shall at all times remain the sole
trustee of the Continuing Investor Estate Vehicles (other than
the GRAT), Xxxx Xxxxxxxx shall at all times retain sole and
absolute power and authority to take or control any actions by
or on behalf of the GRAT and to exercise any rights, powers or
authority of the GRAT (other than the power to vote the Subject
Shares, which power is held by the Continuing Investor), and the
Continuing Investor shall at all times retain sole and absolute
power and authority to take or control any actions by or on
behalf of the Continuing Investor Estate Vehicles other than the
GRAT, and to exercise any rights, powers or authority of the
Continuing Investor Estate Vehicles other than the GRAT.
6. Irrevocable Proxy. Each
Stockholder, and the Continuing Investor with respect to Subject
Shares owned by the GRAT, constitutes and appoints Parent, from
and after the date hereof until the earlier to occur of the
Effective Time and the termination of this Agreement pursuant to
Section 8 (at which point such constitution and appointment
shall automatically be revoked), as such Stockholder’s
attorney, agent and proxy (each such constitution and
appointment, an “Irrevocable Proxy”), with full
power of substitution, to vote and otherwise act with respect to
all of such Stockholder’s Subject Shares at any annual,
special or other meeting of the shareholders, and at any
adjournment or adjournments or postponement thereof, and in any
action by written consent of the shareholders of the Company, on
the matters and in the manner specified in Section 4. EACH
SUCH PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH
AN INTEREST AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM SUCH
SHAREHOLDER MAY TRANSFER ANY OF HIS SHARES IN BREACH OF
THIS AGREEMENT. Each Stockholder, and the Continuing Investor
with respect
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to Subject Shares owned by the GRAT, hereby revokes all other
proxies and powers of attorney with respect to all of such
Stockholder’s Subject Shares that may have heretofore been
appointed or granted with respect to the matters covered by
Section 4, and no subsequent proxy or power of attorney
shall be given (and if given, shall not be effective) by such
Stockholder with respect thereto on the matters covered by
Section 4. All authority herein conferred or agreed to be
conferred by any Stockholder shall survive the death or
incapacity of such Stockholder and any obligation of any
Stockholder under this Agreement shall be binding upon the
heirs, personal representatives, successors and assigns of such
Stockholder. It is agreed that Parent will not use the
Irrevocable Proxy granted by any Stockholder unless such
Stockholder fails to comply with Section 4 and that, to the
extent Parent uses any such Irrevocable Proxy, it will vote the
Shares subject to such Irrevocable Proxy only with respect to
the matters specified in, and in accordance with the provisions
of, Section 4.
7. Stockholder Capacity. No Person
executing this Agreement who is or becomes during the term
hereof a director or officer of the Company shall be deemed to
make any agreement or understanding in this Agreement in such
Person’s capacity as a director or officer. Each
Stockholder is entering into this Agreement solely in such
Stockholder’s capacity as the record holder or beneficial
owner of, or the trustee of a trust whose beneficiaries are the
beneficial owners of, Subject Shares and nothing herein shall
limit or affect any actions taken by a Stockholder in his
capacity as a director or officer of the Company.
8. Termination. This Agreement
shall terminate upon the earlier of (A) the Effective
Time or (B) the date that the Merger Agreement is validly
terminated in accordance with its terms. No party hereto shall
be relieved from any liability for breach of this Agreement by
reason of any such termination. Notwithstanding the foregoing,
Sections 9 through 18 of this Agreement shall survive any
termination of this Agreement pursuant to clause (B) of
this Section 8.
9. Governing Law. This Agreement
and all actions (whether at law, in contract or in tort) that
may be based upon, arise out of or relate to this Agreement, or
the negotiation, execution or performance hereof shall be
governed by and construed in accordance with the laws of the
State of Delaware without regard to principles of conflicts of
law.
10. Jurisdiction; Waiver of Jury
Trial. (a) Each party hereto agrees that
it shall bring any action or proceeding in respect of any claim
arising out of or related to this Agreement or the transactions
contemplated by this Agreement exclusively in the Court of
Chancery of the State of Delaware, or to the extent such Court
does not have subject matter jurisdiction, the Superior Court of
the State of Delaware (the “Chosen Courts”),
and solely in connection with claims arising under this
Agreement or the transactions that are the subject of this
Agreement (i) irrevocably submits to the exclusive
jurisdiction of the Chosen Courts, (ii) waives any
objection to laying venue in any such action or proceeding in
the Chosen Courts, (iii) waives any objection that the
Chosen Courts are an inconvenient forum or do not have
jurisdiction over any party hereto and (iv) agrees that
service of process upon such party in any such action or
proceeding shall be effective if notice is given in accordance
with Section 14 of this Agreement.
(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATION OF THIS WAIVER, (iii) EACH PARTY MAKES
THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.
11. Specific Performance. Each
Stockholder acknowledges and agrees that (a) the
covenants, obligations and agreements contained in this
Agreement relate to special, unique and extraordinary matters,
(b) Parent is
5
and will be relying on such covenants in connection with
entering into the Merger Agreement and the Rollover Commitment
Letter, the performance of its obligations under the Merger
Agreement and the exchange of shares pursuant to the Rollover
Commitment Letter, and (c) a violation of any of the
terms of such covenants, obligations or agreements will cause
Parent irreparable injury for which adequate remedies are not
available at law. Therefore, each Stockholder agrees that Parent
shall be entitled to an injunction, restraining order or such
other equitable relief (without the requirement to post bond) as
a court of competent jurisdiction may deem necessary or
appropriate to restrain such Stockholder from committing any
violation of such covenants, obligations or agreements. These
injunctive remedies are cumulative and in addition to any other
rights and remedies Parent may have.
12. Amendment, Waivers,
etc. Neither this Agreement nor any term
hereof may be amended or otherwise modified other than by an
instrument in writing signed by Parent and each of the
Stockholders. No provision of this Agreement may be waived,
discharged or terminated other than by an instrument in writing
signed by the party against whom the enforcement of such waiver,
discharge or termination is sought.
13. Assignment; No Third Party
Beneficiaries. This Agreement shall not be
assignable or otherwise transferable by a party without the
prior written consent of the other parties, and any attempt to
so assign or otherwise transfer this Agreement without such
consent shall be void and of no effect; provided that
Parent may assign or transfer its rights, interests and
obligations under this Agreement to any Affiliate to which
Parent assigns or transfers its rights, interests and
obligations under the Merger Agreement in accordance with the
Merger Agreement. This Agreement shall be binding upon the
respective heirs, successors, legal representatives and
permitted assigns of the parties hereto. Nothing in this
Agreement shall be construed as giving any Person, other than
the parties hereto and their heirs, successors, legal
representatives and permitted assigns, any right, remedy or
claim under or in respect of this Agreement or any provision
hereof.
14. Notices. Any notice, request,
instruction or other document to be given hereunder by any party
to the others shall be in writing and delivered personally or
sent by registered or certified mail, postage prepaid, or by
overnight courier:
(A) if to Parent to:
c/o Providence
Equity Partners
0 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
0 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Debevoise & Xxxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000;
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn.: Xxxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxx
Telecopy: (000) 000-0000;
(B) if to any Stockholder to:
Xx. Xxxxx Xxxxxxxx
c/o SRA International, Inc.
0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xx. Xxxxx Xxxxxxxx
Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
c/o SRA International, Inc.
0000 Xxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xx. Xxxxx Xxxxxxxx
Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
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with a copy (which shall not constitute notice) to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
0000 Xxxxxxxxxxx Xxxxxx X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attn: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
0000 Xxxxxxxxxxx Xxxxxx X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attn: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
or to such other persons or addresses as may be designated in
writing by the party to receive such notice as provided above.
Any notice, request, instruction or other document given as
provided above shall be deemed given to the receiving party upon
actual receipt, if delivered personally; three Business Days
after deposit in the U.S. mail, if sent by registered or
certified mail, postage prepaid; or on the next Business Day
after deposit with an overnight courier, if sent by an overnight
courier.
15. Remedies. No failure or delay
by any party in exercising any right, power or privilege under
this Agreement shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies provided herein shall be
cumulative and not exclusive of any rights or remedies provided
by law or in equity.
16. Severability. If any provision
of this Agreement is held to be invalid or unenforceable for any
reason, it shall be adjusted rather than voided, if possible, in
order to achieve the intent of the parties hereto to the maximum
extent possible. In any event, the invalidity or
unenforceability of any provision of this Agreement in any
jurisdiction shall not affect the validity or enforceability of
the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that
provision, in any other jurisdiction.
17. Integration. This Agreement,
including the Schedule hereto, the Merger Agreement and the
Exchange Agreement constitute the full and entire understanding
and agreement of the parties with respect to the subject matter
hereof and thereof and supersede any and all prior
understandings or agreements relating to the subject matter
hereof and thereof.
18. Section Headings. The
article and section headings of this Agreement are for
convenience of reference only and are not to be considered in
construing this Agreement.
19. Counterparts. This Agreement
may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all
such counterparts shall together constitute the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and date first above written.
STERLING PARENT INC.
| By: |
/s/ Xxxxx
Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: President |
/s/ Xxxxx
Xxxxxxxx
XXXXX XXXXXXXX
/s/ Xxxxx
Xxxxxxxx
XXXXX XXXXXXXX
As Trustee of THE XXXXX XXXXXXXX 2011 CHARITABLE REMAINDER
UNITRUST I
/s/ Xxxxx
Xxxxxxxx
XXXXX XXXXXXXX
As Trustee of THE XXXXX XXXXXXXX 2011 CHARITABLE REMAINDER
UNITRUST II
/s/ Xxxxx
Xxxxxxxx
XXXXX XXXXXXXX
As Trustee of THE XXXXX XXXXXXXX
REVOCABLE TRUST
REVOCABLE TRUST
/s/ Xxxx
Xxxxxxxx
XXXX XXXXXXXX
As Trustee of XXXXX XXXXXXXX 2010
GRANTOR RETAINED ANNUITY TRUST
GRANTOR RETAINED ANNUITY TRUST
8
SCHEDULE A
|
Number of Shares of |
Number of Shares of |
|||||||
|
Class A Common |
Class B Common |
|||||||
|
Name of the Stockholder
|
Stock Owned | Stock Owned | ||||||
|
Xxxxx Xxxxxxxx
|
200 | N/A | ||||||
|
Xxxxx Xxxxxxxx (401(k) account)
|
2,170 | N/A | ||||||
|
The Xxxxx Xxxxxxxx 2011 Charitable Remainder Unitrust I
|
N/A | 5,000,000 | ||||||
|
The Xxxxx Xxxxxxxx 2011 Charitable Remainder Unitrust II
|
N/A | 1,000,000 | ||||||
|
The Xxxxx Xxxxxxxx Revocable Trust
|
111,144 | 5,070,581 | ||||||
|
Xxxxx Xxxxxxxx 2010 Grantor Retained Annuity Trust
|
N/A | 631,888 | ||||||
9
