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EXHIBIT 3
SHAREHOLDER AGREEMENT dated as of August 29, 2005, (this
"Agreement"), among SMISC, LLC, a Delaware limited liability company ("Parent"),
and the individuals and other parties listed on Schedule A attached hereto
(each, a "Shareholder" and, collectively, the "Shareholders").
WHEREAS, Parent, Motorsports Authentics, Inc., a Delaware
corporation and a indirect wholly owned Subsidiary of Parent ("Sub"), and Action
Performance Companies, Inc., an Arizona corporation ("Company"), propose to
enter into an Agreement and Plan of Merger dated as of the date hereof (as the
same may be amended or supplemented, the "Merger Agreement") providing for the
merger of Sub with and into the Company (the "Merger"), upon the terms and
subject to the conditions set forth in the Merger Agreement;
WHEREAS, each Shareholder owns the number of shares of common stock,
par value $.01 per share, of the Company (the "Company Common Stock") set forth
opposite his, her or its name on Schedule A attached hereto (such shares of
Company Common Stock, together with any other shares of capital stock of the
Company acquired by such Shareholder after the date hereof and during the term
of this Agreement (including through the exercise of any stock options, warrants
or similar instruments), being collectively referred to herein as the "Subject
Shares" of such Shareholder);
WHEREAS, the Board of Directors of the Company has unanimously
approved the terms of this Agreement; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that each Shareholder enter into this Agreement.
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Merger Agreement, and in consideration of the mutual
promises and the representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER. Each
Shareholder hereby, severally and not jointly, represents and warrants to Parent
as of the date hereof in respect of himself, herself or itself as follows:
(a) AUTHORITY, EXECUTION AND DELIVERY; ENFORCEABILITY. The
Shareholder 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 the
Shareholder and, assuming this Agreement constitutes the legal, valid and
binding obligation of Parent, constitutes the legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in
accordance with its terms. Except for the expiration or termination of the
waiting periods under the HSR Act and informational filings with the SEC,
the execution and delivery by the Shareholder of this Agreement do not,
and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or result in any
violation of, or
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default (with or without notice or lapse of time or both) under, or give
rise to a right of termination, cancellation or acceleration of any
obligation or to loss of a material benefit under, or result in the
creation of any Lien upon any of the Subject Shares of the Shareholder
under, (i) any trust agreement, loan or credit agreement, bond, note,
mortgage, indenture, lease or other contract, agreement, obligation,
commitment, arrangement, understanding or instrument, (collectively,
"Contracts") to which the Shareholder is a party or by which any of the
Subject Shares of the Shareholder is bound or (ii) subject to the filings
and other matters referred to in the next sentence, any provision of any
judgment, order or decree (collectively, "Judgment") or any statute, law,
ordinance, rule or regulation (collectively, "Applicable Law") applicable
to the Subject Shares of the Shareholder. No consent, approval, order or
authorization (collectively, "Consent") of, action by or in respect of, or
registration, declaration or filing with, any Governmental Entity is
required to be obtained or made by or with respect to the Shareholder in
connection with the execution, delivery and performance by the Shareholder
of this Agreement or the consummation by the Shareholder of the
transactions contemplated hereby, other than (i) compliance with and
filings under the HSR Act, if applicable to the Shareholder's receipt in
the Merger of the Merger Consideration, (ii) such reports under Sections
13(d) and 16 of the Exchange Act as may be required in connection with
this Agreement and the transactions contemplated hereby and (iii) where
the failure to obtain such Consent or action, or to make such
registration, declaration or filing, could not reasonably be expected to
prevent, materially impede or delay the performance by the Shareholder of
its obligations under this Agreement. If the Shareholder is a natural
person and is married, and the Shareholder's Subject Shares constitute
community property or otherwise need spousal or other approval for this
Agreement to be legal, valid and binding, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and binding
agreement of, the Shareholder's spouse, enforceable against such spouse in
accordance with its terms. No trust of which such Shareholder is a trustee
requires the consent of any beneficiary to the execution and delivery of
this Agreement or to the consummation of the transactions contemplated
hereby.
(b) THE SUBJECT SHARES. The Shareholder is the record and
beneficial owner of, or is trustee of a trust 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 his, her or its
name on Schedule A attached hereto, free and clear of any Liens. The
Shareholder does not own, of record or beneficially, any shares of capital
stock of the Company other than the Subject Shares set forth opposite his,
her or its name on Schedule A attached hereto. The Shareholder has the
sole right to vote such Subject Shares (except to the extent that such
Subject Shares are issuable upon the exercise of options or Warrants that
have not been exercised by such Shareholder), and, except as contemplated
by this Agreement, none of such Subject Shares is subject to any voting
trust or other agreement, arrangement or restriction with respect to the
voting of such Subject Shares.
2. REPRESENTATIONS AND WARRANTIES OF PARENT. Parent hereby
represents and warrants to each Shareholder that Parent (i) is duly formed,
validly existing and in good standing
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under the laws of the State of Delaware, and (ii) has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly authorized. The
execution and delivery by Parent of this Agreement and consummation by Parent of
the transactions contemplated hereby have been duly authorized by all necessary
limited liability company action on the part of Parent. Parent has duly executed
and delivered this Agreement, and, assuming this Agreement constitutes the
legal, valid and binding obligation of each of the other parties hereto, this
Agreement constitutes a valid and binding obligation of Parent enforceable
against Parent in accordance with its terms. The execution and delivery by
Parent of this Agreement do not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
of time or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to loss of a material benefit under, (i) the
Certificate of Formation or Limited Liability Company Agreement of Parent, (ii)
any Contract to which Parent is a party or by which any properties or assets of
Parent are bound in any way that would prevent the consummation by Parent of the
transactions contemplated by this Agreement or (iii) subject to the filings and
other matters referred to in the next sentence, any provision of any Judgment or
Applicable Law applicable to Parent or the properties or assets of Parent, in
any way that would prevent the consummation by Parent of the transactions
contemplated by this Agreement. No Consent of, action by or in respect of, or
registration, declaration or filing with, any Governmental Entity is required to
be obtained or made by or with respect to Parent in connection with the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby. There is no suit, action, investigation or
proceeding pending or, to the knowledge of Parent, threatened against or
affecting Parent or any of its Affiliates before or by any Governmental
Authority that could reasonably be expected to materially impair the ability of
Parent to perform its obligations hereunder or to consummate the transactions
contemplated hereby on a timely basis.
3. COVENANTS OF EACH SHAREHOLDER. Each Shareholder, acting as a
shareholder of the Company and not as an officer or director of the Company,
severally and not jointly, agrees as follows:
(a) Without in any way limiting each Shareholder's right to
vote its Subject Shares in its sole discretion with respect to any other
matters, at any meeting of shareholders of the Company called to vote upon
the Merger and 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 the Merger
Agreement is sought, the Shareholder shall, including by executing a
written consent if requested by Parent, vote (or cause to be voted) the
Subject Shares in favor of the Merger, the adoption by the Company of the
Merger Agreement and the approval of the terms thereof and each of the
other transactions contemplated by the Merger Agreement.
(b) Notwithstanding the foregoing paragraph (a), each
Shareholder may decline to vote, or cause to be voted, the Subject Shares
in favor of the Merger, if (i) without the prior written consent of such
Shareholder, the Merger Agreement shall be amended to (A) reduce the price
per share to be paid for the Subject Shares to less than
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$13.00 per share, net to the seller in cash, (B) change the form of
consideration payable in the Merger Agreement, or (C) amend or modify any
term or condition of the Merger Agreement in a manner adverse to the
shareholders of the Company; or (ii) any Governmental Entity shall have
issued a final, nonappealable order, decree or ruling or taken any other
action permanently restraining, enjoining, or otherwise prohibiting such
Shareholder from tendering Shares.
(c) At any meeting of shareholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Shareholder's vote, consent or other approval is sought, the Shareholder
shall vote (or cause to be voted) the Subject Shares against (i) any
merger agreement or merger (other than the Merger Agreement and the
Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up
of or by the Company or any other Takeover Proposal or (ii) any amendment
of the Company's First Amended and Restated Articles of Incorporation or
Bylaws or other proposal or transaction involving the Company, in each
case which proposal, transaction or amendment would in any manner impede,
frustrate, prevent or nullify, or result in a breach of any covenant,
representation or warranty or any other obligation of the Company under or
with respect to, 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 the Company Common Stock. The Shareholder shall not
commit or agree to take any action inconsistent with the foregoing.
(d) The Shareholder shall not (i) sell, transfer, pledge,
assign or otherwise dispose of (including by gift) (collectively,
"Transfer"), consent to any Transfer of, or enter into any Contract,
option or other arrangement (including any profit sharing arrangement)
with respect to the Transfer of, any Subject Shares (or any interest
therein) to any person other than pursuant to the terms of the Merger or
(ii) enter into any voting arrangement, whether by proxy, voting agreement
or otherwise, with respect to any Subject Shares other than pursuant to
this Agreement and shall not commit or agree to take any of the foregoing
actions. The Shareholder shall not, nor shall such Shareholder permit any
entity under such Shareholder's control to, deposit any Subject Shares in
a voting trust.
(e) The Shareholder shall not, nor shall it authorize or
permit any employees or Affiliates of, or any investment banker, financial
advisor, attorney, accountant or other advisor, agent or representative
of, the Shareholder (collectively, the "Shareholder Representatives") to,
directly or indirectly through any person or entity, (i) solicit, initiate
or encourage, or knowingly take any other action designed to, or which
would reasonably be expected to, facilitate, any inquiries or the making
of any proposal that constitutes or would reasonably be expected to lead
to a Takeover Proposal or (ii) enter into, continue or otherwise
participate in any discussions or negotiations regarding, or furnish to
any person any non-public information with respect to, any Takeover
Proposal. Without limiting the foregoing, it is agreed that any violation
of the restrictions set forth in the preceding sentence by any Shareholder
Representative of such Shareholder, whether or not such person is
purporting to act on behalf of such
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Shareholder, shall be a breach of this Section 3(e) by such Shareholder.
The Shareholder shall promptly advise Parent orally and in writing of any
Takeover Proposal or inquiry made to the Shareholder with respect to any
Takeover Proposal.
(f) Until the earlier of (i) the consummation of the Merger
and (ii) termination of the Merger Agreement pursuant to its terms, the
Shareholder 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 consummate and make effective, in the most expeditious manner
practicable, the Merger and the other transactions contemplated by the
Merger Agreement. The Shareholder shall not issue any press release or
make any other public statement with respect to this Agreement, the Merger
Agreement, the Merger or any other transaction contemplated by this
Agreement or the Merger Agreement without the prior written consent of
Parent, except as may be required by Applicable Law.
(g) The Shareholder, and any beneficiary of a revocable trust
for which such Shareholder serves as trustee, shall not take any action to
revoke or terminate such trust or take any other action which would
restrict, limit or frustrate in any way the transactions contemplated by
this Agreement. Each such beneficiary hereby acknowledges and agrees to be
bound by the terms of this Agreement applicable to it.
(h) The Shareholder hereby consents to and approves the
actions taken by the Board of Directors of the Company in approving the
Merger Agreement and this Agreement, the Merger and the other transactions
contemplated by the Merger Agreement.
4. GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF ATTORNEY-IN-FACT.
(a) Each Shareholder hereby irrevocably grants to, and
appoints, Parent and Xxxx Xxxxxxx and Xxxxxx Xxxxx, in their respective
capacities as officers of Parent, and any individual who shall hereafter
succeed to any such office of Parent, and each of them individually, and
any individual designated in writing by any of them, as such Shareholder's
proxy and attorney-in-fact (with full power of substitution), during and
for the Proxy Term (hereinafter defined), for and in the name, place and
stead of such Shareholder, to vote such Shareholder's Subject Shares, or
grant a consent or approval in respect of such Subject Shares, (i) in
favor of adoption of the Merger Agreement and approval of the Merger and
any other transactions contemplated by the Merger Agreement, (ii) against
any Takeover Proposal and (iii) against any amendment of the Company's
First Amended and Restated Articles of Incorporation or Bylaws, or other
proposal or transaction (including any consent solicitation to remove or
elect any directors of the Company) involving the Company, which amendment
or other proposal or transaction would in any manner impede, frustrate,
prevent or nullify, or result in a breach of any covenant, representation
or warranty or any other obligation or agreement of the Company under or
with respect to, 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 the Company Common Stock. The Shareholder understands
and
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acknowledges that Parent is entering into the Merger Agreement in reliance
upon the Shareholder's execution and delivery of this Agreement.
(b) Such Shareholder represents that any proxies heretofore
given in respect of such Shareholder's Subject Shares are not irrevocable,
and that all such proxies are hereby or heretofore have been revoked.
(c) Such Shareholder hereby affirms that the irrevocable proxy
set forth in this Section 4 is given in connection with the execution of
the Merger Agreement, and that such irrevocable proxy is given to secure
the performance of the duties of the Shareholder under this Agreement.
Such Shareholder hereby further affirms that the irrevocable proxy is
coupled with an interest and may under no circumstances be revoked. Such
Shareholder hereby ratifies and confirms all that such irrevocable proxy
may lawfully do or cause to be done by virtue hereof. Such irrevocable
proxy is executed and intended to be irrevocable in accordance with the
provisions of Section 10-722 of the Arizona Code. The irrevocable proxy
granted hereunder shall automatically terminate upon the termination of
this Agreement in accordance with Section 7.
(d) For purposes of this Agreement, "Proxy Term" means the
period from the execution of this Agreement until the termination of this
Agreement in accordance with the terms of Section 7 hereof.
5. FURTHER ASSURANCES. Each Shareholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Parent may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
6. ADDITIONAL MATTERS. (a) Each Shareholder agrees that this
Agreement and the obligations hereunder shall attach to such Shareholder's
Subject Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Subject Shares shall pass, whether by operation of
law or otherwise, including such Shareholder's heirs, guardians, administrators
or successors, and that each certificate representing such Subject Shares will
be inscribed with a legend to such effect. In the event of any stock split,
stock dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Company Common Stock, or the
acquisition of additional shares of Company Common Stock or other voting
securities of the Company by any Shareholder, the number of Subject Shares
listed in Schedule A beside the name of such Shareholder shall be adjusted
appropriately and this Agreement and the obligations hereunder shall attach to
any additional shares of Company Common Stock or other voting securities of the
Company issued to or acquired by such Shareholder. Notwithstanding any provision
in this Agreement to the contrary, nothing herein shall require or be deemed to
require the exercise of, or give any person other than the Shareholder the power
to exercise, any option to purchase Company Common Stock or any Warrants held at
any time by such Shareholder, it being understood that the foregoing shall in no
way limit the provisions of Section 3 herein.
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(b) Each Shareholder agrees that such Shareholder will tender
to the Company, within 10 business days after the date hereof (or, in the
event Subject Shares are acquired subsequent to the date hereof within 10
business days after the date of such acquisition), any and all
certificates representing such Shareholder's Subject Shares in order that
the Company may inscribe upon such certificates the legend in accordance
with Section 5.12 of the Merger Agreement.
(c) No person executing this Agreement who is or becomes
during the term hereof a director or officer of the Company makes (or
shall be deemed to have made) any agreement or understanding herein in his
or her capacity as such a director or officer of the Company. Each
Shareholder signs solely in his, her or its capacity as the record holder
and beneficial owner of, or the trustee of a trust whose beneficiaries are
the beneficial owners of, such Shareholder's Subject Shares and nothing
herein shall limit or affect any actions taken by any Shareholder or any
employee or Affiliate of any Shareholder in his or her capacity as an
officer or director of Company to the extent specifically permitted by the
Merger Agreement.
(d) The parties hereto agree that the legend referenced above
shall be removed and the restrictions set forth in the legend above shall
be of no further force and effect, in each case, upon termination of this
Agreement in accordance with Section 7 hereof.
7. TERMINATION. This Agreement shall terminate, and the provisions
hereof shall be of no further force or effect, upon the earliest to occur of (i)
the Effective Time or (ii) the termination of the Merger Agreement. Nothing in
this Section 7 shall relieve or otherwise limit the liability of any party for
breach of this Agreement.
8. GENERAL PROVISIONS.
(a) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) NOTICE. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or
sent by overnight courier (providing proof of delivery) to Parent in
accordance with Section 8.02 of the Merger Agreement and to the
Shareholders at their respective addresses set forth on Schedule A
attached hereto (or at such other address for a party as shall be
specified by like notice).
(c) INTERPRETATION. When a reference is made in this Agreement
to a Section, such reference shall be to a Section of this Agreement
unless otherwise indicated. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include", "includes"
or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".
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(d) COUNTERPARTS. This Agreement may be executed in one or
more counterparts (including by facsimile), all of which shall be
considered one and the same agreement. This Agreement shall become
effective against Parent when one or more counterparts have been signed by
Parent and delivered to each Shareholder. This Agreement shall become
effective against any Shareholder when one or more counterparts have been
executed by such Shareholder and delivered to Parent. Each party need not
sign the same counterpart.
(e) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement (including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to
the subject matter hereof and (ii) is not intended to confer upon any
person other than the parties hereto any legal or equitable rights or
remedies.
(f) GOVERNING LAW; CAPITALIZED TERMS. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ARIZONA, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF. CAPITALIZED TERMS USED
BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE MERGER
AGREEMENT.
(g) VOIDABILITY. If prior to the execution hereof, the Board
of Directors of the Company shall not have duly and validly authorized and
approved by all necessary corporate action, this Agreement, the Merger
Agreement and the transactions contemplated hereby and thereby, so that by
the execution and delivery hereof Parent or Sub would become, or could
reasonably be expected to become an "interested shareholder" with whom the
Company would be prevented for any period pursuant to Sections 10-2741 et
seq. of the Arizona Code from engaging in any "business combination" (as
such terms are defined in Section ARS 10-2701 of the Arizona Code), then
this Agreement shall be void and unenforceable until such time as such
authorization and approval shall have been duly and validly obtained.
9. SPECIFIC ENFORCEMENT. The parties agree that irreparable damage
would occur and that the parties would not have any adequate remedy at law in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in any state court in the State of Delaware, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit itself to the
personal jurisdiction of any Federal court located in the State of Delaware or
of any state court located in the State of Delaware in the event any dispute
arises out of this Agreement or the transactions contemplated by this Agreement,
(ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and
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(iii) agrees that it will not bring any action relating to this Agreement or the
transactions contemplated by this Agreement in any court other than a Federal
court located in the State of Delaware or a state court located in the State of
Delaware.
10. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned, by operation of law or
otherwise, by any Shareholder, on the one hand, without the prior written
consent of Parent nor by Parent, on the other hand, without the prior written
consent of the Shareholders, and any assignment without such consent shall be
null and void, except that Parent may assign, in its sole discretion, any or all
of its rights, interests and obligations hereunder to any direct or indirect
wholly owned Subsidiary of Parent. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.
11. SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by Applicable Law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
12. NO OWNERSHIP INTEREST. Nothing contained in this Agreement shall
be deemed to vest in Parent any direct or indirect ownership or incidence of
ownership of or with respect to the Subject Shares. All rights, ownership and
economic benefits of and related to the Subject Shares shall remain vested in
and belong to the Shareholders, and Parent shall have no authority to manage,
direct, superintend, restrict, regulate, govern or administer any of the
policies or operations of the Company or exercise any power or authority to
direct the Shareholders in the voting of any of the Subject Shares, except as
otherwise provided herein.
13. SERVICE OF PROCESS. Each party irrevocably consents to service
of process in the manner provided for the giving of notices pursuant to this
Agreement. Nothing in this Agreement will affect the right of a party to serve
process in another manner permitted by law.
14. FIDUCIARY DUTIES. Notwithstanding anything to the contrary in
this Agreement, in the case of any Shareholder who is a director of the Company,
the agreements of such Shareholder contained in this Agreement shall not govern,
limit or restrict such Shareholder's ability to exercise his or her fiduciary
duties as a director to the shareholders of the Company under applicable law in
his or her capacity as a director of Company.
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IN WITNESS WHEREOF, Parent has caused this Agreement to be signed by
its officer thereunto duly authorized and each Shareholder has signed this
Agreement, all as of the date first written above.
SMISC, LLC
/s/ Xxxxxx X. Xxxxx
_____________________________________
By: Xxxxxx X. Xxxxx
Title: Vice President
SHAREHOLDER
/s/ Xxxx Xxxxxxxxx
-------------------------------------
By: Xxxx Xxxxxxxxx
[Signature Page to Shareholder Agreement]
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SCHEDULE A
NAME SHARES
---- ------
Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx has sole voting and disposition power over
906,800 shares of the Company and 284,195 options of the
company. In addition, Xx. Xxxxxxxxx has the right to vote up
to 906,800 shares owned by Xxxx Xxxxxxxxx (to the extent still
owned by Xxxx Xxxxxxxxx) and stock issued upon the exercise of
up to 284,195 options of the company (to the extent still
owned by Xx. Xxxxxxxxx).
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