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CUSIP No. 000000000 Page 24 of 29 Pages
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Exhibit 3
Agreement between
Xxxxxxx A.D. French and Yeoman International Holdings X.X.
Xxxxxxx A. D. French
000 Xxxx 00xx Xxxxxx, #00X
Xxx Xxxx, XX 00000.
Phone: (000) 000-0000
Fax: (000) 000-0000
May 24, 2000
Xx. Xxxx Xxxxxxx
Yeoman International
Xxxxxxxx Xxxxxx Xxxx
Xxxxxxxxxx
Xxxxxx 0
Xxxxxxx.
Dear Xxxx,
This letter outlines our agreement regarding your potential purchase of shares
(the "Investment") in a United States public company ("Company"), the name of
which Xxxxxxx A. D. French will disclose to you upon receiving from you signed
copies of both this letter and the enclosed confidentiality agreement. You
agree to the following terms and conditions, which apply only to those shares of
Company stock ("Company Shares") purchased by you and/or any person or entity
affiliated with you:
. Given that other purchasers of Company Shares may have substantially the same
arrangement with Xxxxxxx A. D. French regarding the Investment as described
herein (all such purchasers are collectively referred to herein as the
"Investors") and given the nature of the investment strategy, in order to
ensure equal treatment of all Investors, all Investors shall trade in Company
Shares only with Xxxxxxx A. D. French's prior approval and exclusively
through an account opened with a broker and brokerage firm to be named by
Xxxxxxx A. D. French. Such brokerage account shall be used exclusively to
purchase Company Shares. All Investors, including any relatives of Xxxxxxx A.
D. French, shall be treated fairly and equitably with regard to purchases and
sales of Company Shares.
. You shall xxxxx Xxxxxxx A. D. French a limited power of attorney over the
brokerage account holding your Company Shares. All buy and sell decisions
relating to the Investment must be unanimously agreed to by you and Xxxxxxx
A. D. French.
. The termination of your Investment shall occur (1) when all members of
Xxxxxxx A. D. French's family sell their Company Shares if you elect not to
sell your Company Shares at this time or (2) when it is unanimously decided
by you and Xxxxxxx A. D. French that your Investment is terminated. You shall
not to withdraw funds from the brokerage account holding your Company Shares
prior to the termination of the Investment. In the event that the members of
Xxxxxxx A. D. French's family intend to sell all or substantially all of
their Company Shares, Xxxxxxx A. D. French
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CUSIP No. 000000000 Page 25 of 29 Pages
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shall notify all Investors of such intent before such sale has been completed
and all Investors shall thereafter have the right to sell their Company
Shares at the time the members of Xxxxxxx A. D. French's family sell their
Company Shares.
. In order to assist in the avoidance of the triggering of any "poison pill"
measures Company may have in place and/or the triggering of any applicable
state anti-takeover statutes, immediately after Xxxxxxx A. D. French
discloses to you the name of Company you shall disclose the complete and
accurate number of Company Shares, if any, that you currently own and have
owned prior to the time of your Investment. If you or your affiliates acquire
any Company Shares without the consent of Xxxxxxx A. D. French, you shall (1)
be in violation of this agreement, (2) give Xxxxxxx A. D. French notice of
such acquisition at the address listed above for Xxxxxxx A. D. French within
24 hours of the acquisition, and (3) indemnify and hold harmless Xxxxxxx A.
D. French and all of the other Investors against any and all damages that
result from such purchase including reasonable attorneys fees. Such notice
shall include the number of shares acquired, the record holder and the
beneficial owner of such Company Shares. For the purpose of this agreement
"affiliate" shall have the meaning ascribed to it by the United States'
Securities Act of 1933, as amended.
. Xxxxxxx A. D. French advises that you consult with your own attorney and
accountant regarding legal and tax implications of the Investment including
potential United States withholding tax issues.
Please feel free to call me if you have any issues you would like to discuss
relating to this agreement.
Kind regards.
Yours sincerely,
/s/ Xxxxxxx A. D. Xxxxxx
Xxxxxxx A. D. French
Accepted and agreed to
as of the 24 day of
May 2000.
Yeoman International Holdings S.A.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Director
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