CONTRIBUTION AGREEMENT
[EXECUTION COPY]
Exhibit 99.1
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March
22, 2006, by and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”),
each individual listed on Schedule I hereto (each, a “Shareholder Party” and
collectively, the “Shareholder Parties”), and, solely for the purposes of Section
10 hereof, Brazos Private Equity Partners, LLC (“Brazos”).
RECITALS
WHEREAS, Parent, MMC Precision Merger Corp., a Georgia corporation and wholly-owned subsidiary
of Parent (“Sub”), and Xxxxxx Industrial Group, Inc., a Georgia corporation (the
“Company”), have entered into that certain Agreement and Plan of Merger, dated of even date
herewith (the “Merger Agreement”; capitalized terms used but not defined in this Agreement
have the meanings ascribed thereto in the Merger Agreement);
WHEREAS, the Shareholder Parties own shares of Class A common stock, par value $0.01 per
share, of the Company (“Class A Common Stock”), and shares of Class B common stock, par
value $0.01 per share, of the Company (“Class B Common Stock” and together with the Class A
Common Stock, “Company Common Stock”); and
WHEREAS, in connection with consummation of the transactions contemplated by the Merger
Agreement, the Shareholder Parties desire to contribute shares of Company Common Stock held by the
Shareholder Parties to Parent in exchange for shares of common stock, par value $0.0001 per share,
of Parent (“Parent Common Stock”).
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth
and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Identification of Contribution Shares. Each Shareholder Party hereby designates
that number of shares of Company Common Stock set forth adjacent to such Shareholder Party’s name
on Schedule I hereto (the “Contribution Shares”) as shares that they desire to be
exchanged for Parent Common Stock in accordance with the terms and conditions set forth in this
Agreement.
2. Contribution. Subject to Section 4, immediately prior to the consummation
of the transactions contemplated by the Merger Agreement and without further action by the
Shareholder Parties, all of the Shareholder Parties’ right, title and
interest in and to the Contribution Shares will be assigned, transferred and delivered to
Parent free and clear of all Liens.
3. Issuance of Parent Stock. As consideration for the assignment, transfer and
delivery of the Contribution Shares pursuant to Section 2, Parent will issue ten (10)
shares of Parent Common Stock (with an ascribed purchase price of $1.00 per share) in the name of
the respective Shareholder Parties for each Contribution Share contributed to Parent pursuant to
Section 2, all as reflected on Schedule I hereto. The Shareholder Parties hereby
acknowledge and agree that receipt of the Parent Common Stock issued pursuant to this Section
3 shall constitute complete satisfaction of all obligations or any other sums due to the
Shareholder Parties with respect to the Contribution Shares.
4. Closing. The closing of the contribution and exchange contemplated hereby (the
“Closing”) shall take place at the same time and location of the closing of the
transactions contemplated by the Merger Agreement (or at such other time and location which Parent
may direct); provided, however, that (i) the obligation of the Shareholder Parties
to proceed to Closing is expressly conditioned on the truth and accuracy of the Parent’s
representations and warranties in Section 8 hereof as of such time and (ii) the obligation
of Parent to proceed to Closing is expressly conditioned on the truth and accuracy of each of the
Shareholder Parties’ representations and warranties in Section 7 hereof as of such time.
5. Deposit of Contribution Shares. As promptly as practicable following the execution
of this Agreement, the Shareholder Parties will deliver to Parent one or more original stock
certificates representing the Contribution Shares along with a stock power, duly endorsed in blank
(the “Share Documents”). The Share Documents shall be held by Parent until the Closing;
provided, however, that Parent shall promptly return the Share Documents to the Shareholder Parties
at their respective addresses set forth on Schedule II hereto upon any termination of this
Agreement.
6. Irrevocable Election. The execution of this Agreement by the Shareholder Parties
evidences, subject to Section 11 hereof, the irrevocable election and agreement by the
Shareholder Parties to contribute the Contribution Shares in exchange for Parent Common Stock at
the Closing on the terms and conditions set forth herein. In furtherance of the foregoing, each
Shareholder Party agrees that from the date hereof until any termination of this Agreement in
accordance with its terms, such Shareholder Party shall not, directly or indirectly (i) sell,
transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of
(including, without limitation, any Constructive Disposition (as hereinafter defined)), or enter
into any contract, option or other arrangement or understanding with respect to the sale, transfer,
gift, pledge, encumbrance, assignment or other disposition of, any Contribution Shares (or any
right, title or interest thereto or therein), (ii) deposit any Contribution Shares into a voting
trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with
respect to any Contribution Shares, (iii) take any action that would make any
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representation or warranty of such Shareholder Party set forth in this Agreement untrue or
incorrect in any material respect or have the effect of preventing, disabling or delaying such
Shareholder Party from performing any of his obligations under this Agreement, or (iv) agree
(whether or not in writing) to take any of the actions referred to in the foregoing clauses (i),
(ii), or (iii) of this Section 6. As used herein, the term “Constructive Disposition”
means, with respect to any Contribution Shares, a short sale with respect to such security,
entering into or acquiring an offsetting derivative contract with respect to such security,
entering into or acquiring a futures or forward contract to deliver such security or entering into
any other hedging or other derivative transaction that has the effect of materially changing the
economic benefits and risks of ownership.
7. Representations and Warranties of the Shareholder Parties. To induce Parent to
receive the Contribution Shares and issue the Parent Common Stock as herein provided, the
Shareholder Parties make the following representations and warranties to Parent, each and all of
which shall be true and correct as of the date of this Agreement and as of the Closing, and shall
survive the execution and delivery of this Agreement:
a. Authority. Each Shareholder Party has all necessary power and authority to execute
and deliver this Agreement and perform his obligations hereunder. This Agreement has been duly
executed and delivered by each Shareholder Party and, assuming due and valid authorization,
execution and delivery hereof by Parent, constitutes a valid and binding obligation of such
Shareholder Party, except to the extent that the enforceability of such obligation may be limited
by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws of
general applicability relating to or affecting the enforcement of creditors’ rights and by the
effect of the principles of equity (regardless of whether the enforceability of such obligation is
considered in a proceeding in equity or at law).
b. Consents and Approvals; No Violations. No consents or approvals of, or filings,
declarations or registrations with, any Governmental Entity are necessary for the performance by
each Shareholder Party of his obligations hereunder, other than such consents, approvals, filings,
declarations or registrations that, if not obtained, made or given, would not, individually or in
the aggregate, reasonably be expected to prevent or materially delay the performance by such
Shareholder Party of any of his obligations under this Agreement. Except, with respect to the
Shareholder Parties party thereto, as may be provided under that certain Shareholders Agreement
(the “Company Shareholders Agreement”), dated as of October 20, 1997, amended as of August
11, 1999 and August 27, 2003, by and between Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx (as successor to
TCRI Liquidating, L.L.C. (as successor to Terbem Limited, TCR International Partners, LP, Bobst
Investment Corp., and TCRI Offshore Partners, CV (as successor to Tinvest Limited and Mitvest
Limited)), Quilvest American Equity, Ltd. (formerly Teribe Limited and also known as Quilvest
American Equity, Ltd. Can), and Societe Internationale de Finance), neither the execution and
delivery of this Agreement by each Shareholder Party, nor the consummation by such Shareholder
Party of the
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transactions contemplated hereby, nor compliance by such Shareholder Party with any of the
terms or provisions hereof, will (x) violate any law, judgment, writ or injunction of any
Governmental Entity applicable to such Shareholder Party or any of his properties or assets, or (y)
violate, conflict with, result in the loss of any material benefit under, constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a default) under, result in
the termination of or a right of termination or cancellation under, accelerate the performance
required by, or result in the creation of any Lien upon any of the properties or assets of such
Shareholder Party under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to
which such Shareholder Party is a party, or by which any of his properties or assets may be bound
or affected, except for such violations, conflicts, losses, defaults, terminations, cancellations,
accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to
prevent or materially delay the performance by such Shareholder Party of any of his obligations
under this Agreement.
c. Ownership of Shares. Each Shareholder Party has record and beneficial ownership of
all of the Contribution Shares set forth opposite such Shareholder Party’s name on Schedule
I hereto. Each Shareholder Party owns all of the Contribution Shares set forth opposite such
Shareholder Party’s name on Schedule I hereto free and clear of any proxy, voting
restriction, adverse claim or other Lien (other than (i) with respect to each of the Shareholder
Parties party thereto individually, as set forth in the Company Shareholders Agreement, (ii) with
respect to each of the Shareholder Parties party thereto individually, as set forth in that certain
Voting Agreement, dated as of January 20, 1998, by and among such Shareholder Party and the other
shareholders of the Company party thereto (each an “Original Voting Agreement”), (iii) with
respect to each Shareholder Party individually, as set forth in that certain Voting and Support
Agreement, dated as of the date hereof, by and between such Shareholder Party, Parent and Sub (each
a “Voting Agreement”) and (iii) for such transfer restrictions of general applicability as
may be provided under the Securities Act and the “blue sky” laws of the various States of the
United States). Without limiting the foregoing, except (i) with respect to the Shareholder Parties
party thereto, as set forth in the Company Shareholders Agreement, (ii) with respect to each
Shareholder Party individually, as set forth in such Shareholder’s Original Voting Agreement and
Voting Agreement and (iii) for such transfer restrictions of general applicability as may be
provided under the Securities Act and the “blue sky” laws of the various States of the United
States, each Shareholder Party has sole voting power and sole power of disposition with respect to
all of the Contribution Shares set forth opposite such Shareholder Party’s name on Schedule
I hereto, with no restrictions on such Shareholder Party’s rights of voting or disposition
pertaining thereto and no person other than such Shareholder Party has any right to direct or
approve the voting or disposition of any of such Contribution Shares.
d. Brokers. Other than Edgeview Partners, LLC and Houlihan, Lokey, Xxxxxx & Xxxxx,
who have been engaged by the Company with respect to the
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Merger and the Transactions pursuant to the engagement letters previously provided to Parent,
no broker, investment banker, financial advisor or other person is entitled to any broker’s,
finder’s, financial advisor’s or other similar fee or commission that is payable by the Company,
Parent or any of their respective subsidiaries in connection with the Transactions based upon
arrangements made by or on behalf of the Shareholder Parties.
e. Investment Intent and Eligibility.
(i) The Parent Common Stock to be acquired by each Shareholder Party pursuant to this
Agreement is being acquired for his own account, not as a nominee or agent for any other person and
without a view to the distribution of such Parent Common Stock or any interest therein in violation
of the Securities Act of 1933, as amended (the “Securities Act”) or any state securities
laws.
(ii) Each Shareholder Party is an “accredited investor” within the meaning of Rule 501(a)
under Regulation D, and has such knowledge and experience in financial and business matters so as
to be capable of evaluating the merits and risks of his investment in the Parent Common Stock, and
each Shareholder Party is capable of bearing the economic risks of such investment and is able to
bear the complete loss of his investment in the Parent Common Stock.
f. Residence. The Shareholder Parties’ principal place of residence or business is in
the state so designated adjacent to their respective names on Schedule II hereto.
g. Receipt of Information. The Shareholder Parties have been afforded the opportunity
to ask such questions as they have deemed necessary of, and to receive answers from,
representatives of Parent concerning the terms and conditions of the offering of the Parent Common
Stock and the merits and risks of investing in the Parent Common Stock.
8. Representations and Warranties of the Parent. Parent represents and warrants to
the Shareholder Parties as follows:
a. Authority. Parent has all necessary power and authority to execute and deliver
this Agreement and perform its obligations hereunder. This Agreement has been duly authorized,
executed and delivered by Parent and, assuming due and valid execution and delivery hereof by each
Shareholder Party, constitutes a valid and binding obligation of Parent, except to the extent the
enforceability of such obligation may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights and by the effect of the principles of equity
(regardless of whether the enforceability of such obligation is considered in a proceeding in
equity or at law).
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b. No Violation. No consents or approvals of, or filings, declarations or
registrations with, any Governmental Entity are necessary for the performance by Parent of its
obligations hereunder, other than such consents, approvals, filings, declarations or registrations
that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be
expected to prevent or materially delay the performance by Parent of any of its obligations under
this Agreement. Neither the execution and delivery of this Agreement by Parent, nor the
consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any
of the terms or provisions hereof, will (x) conflict with, or result in any violation of, the
certificate of incorporation, bylaws or other organizational documents of Parent, (y) violate any
law, judgment, writ or injunction of any Governmental Entity applicable to Parent or any of its
properties or assets, or (z) violate, conflict with, result in the loss of any material benefit
under, constitute a default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, result in the termination of or a right of termination or cancellation
under, accelerate the performance required by, or result in the creation of any Lien upon any of
the properties or assets of Parent under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or
obligation to which Parent is a party, or by which any of its properties or assets may be bound or
affected, except for such violations, conflicts, losses, defaults, terminations, cancellations,
accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to
prevent or materially delay the performance by Parent of any of its obligations under this
Agreement.
c. Issuance of the Parent Stock. The Parent Common Stock to be issued hereunder will
be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all liens,
preemptive rights, rights of first refusal, subscription and similar rights (other than those
arising under the agreements entered into at Closing by the Shareholder Parties).
d. Capitalization. As of the date hereof, Parent has 1,000 shares of Parent Common
Stock issued and outstanding, all of which are owned by Brazos Equity Fund II, L.P. Attached
hereto as Exhibit A is the estimated sources and uses for the transactions contemplated by
the Merger Agreement. Assuming the sources and uses set forth on Exhibit A hereto,
immediately prior to the consummation of the transactions contemplated by the Merger Agreement, the
entire authorized and issued capital stock of Parent shall consist solely of those shares of Parent
Common Stock listed on Exhibit A attached hereto, it being understood and agreed that in
the event that the estimated sources and uses for the Transactions as set forth on Exhibit
A hereto differ from the actual sources and uses for the Transactions, Parent shall be entitled
to issue a smaller or greater number of shares of Parent Common Stock; provided, that in
all events all shares of Parent Common Stock issued as of the Closing Date shall have been acquired
by the purchaser thereof for a purchase price equal to the ascribed purchase price per share paid
by the Shareholder Parties for the Parent Common Stock acquired by such Shareholder Parties
hereunder. Except as set forth on Exhibit A attached hereto, as of the date hereof
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and immediately prior to the consummation of the transactions contemplated by the Merger
Agreement, there are and will be no outstanding securities convertible or exchangeable into capital
stock or other equity-linked securities (collectively, “Capital Stock”) of the Parent or
its subsidiaries, nor any options, warrants, purchase rights, subscription rights, preemptive
rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts
that could require the Parent or its subsidiaries to issue, sell or otherwise cause to become
outstanding or to acquire, repurchase or redeem Capital Stock of the Parent.
e. Newly Formed Entity. Parent was incorporated in the state of Delaware on March 21,
2006. Parent is a newly formed entity and has no assets or liabilities other than its capital
obligations under the Merger Agreement, the Voting Agreements and this Agreement.
9. Consent to Contribution. Each Shareholder Party party to the Company Shareholders
Agreement hereby consents to the contribution of shares of Company Common Stock by the other
Shareholder Parties to Parent pursuant to this Agreement and waives any and all rights it may have
pursuant to the Company Shareholders Agreement resulting from such contribution.
10. Parent Stockholders Agreement. Each of Parent, Brazos, and the Shareholder
Parties agree that they shall, at the Closing, enter into (or, in the case of Brazos, cause such
affiliates of Brazos owning any Parent Common Stock to enter into) a Stockholders Agreement with
respect to the Parent Common Stock owned by the Shareholder Parties and Brazos (or such affiliates
of Brazos owning any Parent Common Stock), substantially on the terms and conditions set forth on
Exhibit B hereto.
11. Termination. This Agreement shall terminate upon the termination of the Merger
Agreement in accordance with its terms. Notwithstanding the foregoing (i) nothing herein shall
relieve any party from liability for fraud or any willful breach of this Agreement and (ii) the
provisions of this Section 11 and Section 12 shall survive any termination of this
Agreement.
12. Miscellaneous.
a. Shareholder Parties Acting Individually. In executing this Agreement, each
Shareholder Party is acting individually, and not jointly with other similarly situated owners of
Company Common Stock.
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b. Amendments; Entire Agreement. Amendments or modifications to this Agreement may
only be made upon the written consent of the Shareholder Parties and Parent. This Agreement
constitutes the full and complete agreement of the parties with respect to the subject matter
hereof.
c. Further Assurances. From time to time, as and when requested by the Parent, the
Shareholder Parties will execute and deliver, or cause to be executed and delivered, all such
documents and instruments as may be reasonably necessary to consummate the transactions
contemplated by this Agreement.
d. Transfer Restrictions. The Shareholder Parties acknowledge and agree that:
(i) the offering and sale of the Parent Common Stock is intended to be exempt from
registration under the Securities Act by virtue of the provisions of Rule 506 of Regulation
D promulgated under the Securities Act by the Securities and Exchange Commission;
(ii) none of the Parent Common Stock has been registered under the Securities Act or
any securities or “Blue Sky” laws of any state;
(iii) there is no existing public or other market for the Parent Common Stock and
there can be no assurance that a Shareholder Party will be able to sell or dispose of the
Parent Common Stock being acquired by such Shareholder Party hereunder;
(iv) none of the Parent Common Stock may be offered, sold, transferred, pledged,
hypothecated, or otherwise assigned unless such shares are registered under the Securities
Act or an exemption from such registration is available, in each case in accordance with
any applicable securities or “Blue Sky” laws of any state; and
(v) in addition to any legends required pursuant to any other agreement, the
certificate(s) representing the Parent Common Stock and each certificate issued to any
subsequent transferee of the Parent Common Stock shall bear legends in substantially the
following form (unless transferred in the manner described in the following legend):
“THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE
SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE
DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE COMPANY
(WHICH, IN THE DISCRETION OF THE
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COMPANY, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY) THAT SUCH
OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE
FEDERAL OR STATE LAWS.”
“THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING AND OTHER TERMS AND
CONDITIONS SET FORTH IN THE STOCKHOLDERS’ AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDERS OF THE COMPANY SIGNATORY THERETO, A COPY OF WHICH MAY BE OBTAINED
FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”
e. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed given upon the earlier of delivery thereof if by hand or upon receipt if sent by
mail (registered or certified mail, postage prepaid, return receipt requested) or on the second
next day (not including a Saturday, Sunday or other day on which banking institutions in the City
of New York, New York shall be permitted or required by law or executive order to be closed) after
deposit if sent by a recognized overnight delivery service or upon transmission if sent by telecopy
or facsimile transmission (with request of assurance of receipt in a manner customary for
communication of such type) as follows:
| If to the Parent: | ||
| MMC Precision Holdings Corp. | ||
| c/o Brazos Private Equity Partners, LLC | ||
| 000 Xxxxxxxx Xxxxx, Xxxxx 0000 | ||
| Xxxxxx, Xxxxx 00000 | ||
| Attn: Xxxxxxx X. XxXxx | ||
| Xxxxxxx X. Xxxxx | ||
| Fax: (000) 000-0000 | ||
| with a copy to: | ||
| Weil, Gotshal & Xxxxxx LLP | ||
| 000 Xxxxxxxx Xxxxx, Xxxxx 000 | ||
| Xxxxxx, Xxxxx 00000 | ||
| Attn: Xxxxxxx X. Xxxx | ||
| Fax.: (000) 000-0000 | ||
| If to a Shareholder Party: | ||
| To each of the addresses set forth on Schedule II hereto. |
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f. Specific Performance. The parties hereto agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. Accordingly, the parties further agree that each
party will be entitled to an injunction or restraining order to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the United States or
any state having jurisdiction, this being in addition to any other right or remedy to which such
party may be entitled under this Agreement, at law or in equity.
g. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to the conflicts-of-laws rules thereof.
h. Assignment. This Agreement shall be binding upon Parent, the Shareholder Parties
and each of their respective successors and permitted assigns.
i. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
agreement.
j. Headings. The article and section headings contained in this Agreement are solely
for the purpose of reference, are not part of the agreement of the parties and shall not affect in
any way the meaning or interpretation of this Agreement.
k. Severability. In case any provision in this Agreement shall be held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and the remaining provisions shall not in any way be
affected or impaired thereby.
l. Waiver of Compliance; Consents. Any failure of Parent or the Shareholder Parties
to comply with any obligation, covenant, agreement or condition contained herein (either generally
or in a particular instance and either retroactively or prospectively) may be waived in writing by
Parent and the Shareholder Parties respectively, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any other failure.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties have executed this Contribution Agreement as of the date first
written above.
| PARENT MMC PRECISION HOLDINGS CORP. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT
| SHAREHOLDER PARTIES | ||||
SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT
| Solely for the purposes of Section 10: BRAZOS PRIVATE EQUITY PARTNERS, LLC |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT
EXHIBIT A
Estimated Sources and Uses
EXHIBIT B
Stockholders Agreement Term Sheet
SCHEDULE I
| Contribution Shares | Ascribed | Parent Common Stock to be | ||||||||||||||
| Class A Common | Class B Common | Value Per | issued in Exchange for | |||||||||||||
| Shareholder Party | Stock | Stock | Share | Contribution Shares | ||||||||||||
Xxxxxxx X. Xxxxxx |
550,000 | — | $ | 1.00 | 5,500,000 | |||||||||||
Eastover Group LLC |
360,000 | — | $ | 1.00 | 3,600,000 | |||||||||||
Xxxxx X. Xxxxxxxxx |
25,000 | — | $ | 1.00 | 250,000 | |||||||||||
Xxxxx X. Xxxxxx |
30,000 | — | $ | 1.00 | 300,000 | |||||||||||
Xxxxx X. Xxxxxxxxx |
25,500 | — | $ | 1.00 | 255,000 | |||||||||||
Total: |
990,500 | 9,905,000 | ||||||||||||||
SCHEDULE I TO
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT
SCHEDULE II
| Shareholder Party | Address | |
Xxxxxxx X. Xxxxxx
|
||
Eastover Group LLC
|
c/o Xxxx X. Xxxxx | |
Xxxxx X. Xxxxxxxxx
|
||
Xxxxx X. Xxxxxx
|
||
Xxxxx X. Xxxxxxxxx
|
||
SCHEDULE II TO
EXCHANGE AGREEMENT
EXCHANGE AGREEMENT
STOCK POWER
FOR VALUE RECEIVED, does hereby sell, assign and transfer unto MMC Precision
Holdings Corp., a Delaware corporation, (___) shares of Class A Common
Stock, $0.01 par value, of Xxxxxx Industrial Group, Inc., a Georgia corporation (the
“Corporation”), standing in his name on the books of the Corporation, represented by
Certificate No. ___attached herewith, and does hereby irrevocably constitute and appoint
attorney to transfer the said stock on the books of the Corporation
with full power of substitution in the premises.
Date:
| By: | ||||
| Name: | ||||
STOCK POWER
| Solely for the purposes of Section 10: BRAZOS PRIVATE EQUITY PARTNERS, LLC |
|||
| By: | /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | ||
| Title: | Authorized Officer | ||
SIGNATURE PAGE TO
CONTRIBUTION AGREEMENT
CONTRIBUTION AGREEMENT
