EXHIBIT 10.4
SALE PARTICIPATION AGREEMENT
SALE PARTICIPATION AGREEMENT (hereinafter called this
"AGREEMENT"), dated as of August 28, 2000, between Xxxxxx X. Xxxxxxxxx and Xxx
X. Xxxxxxxxx (the "HOVNANIANS"), on the one hand, and each of the stockholders
of the Company (as hereinafter defined) set forth on the signature pages hereto
(each, an "Investor"), on the other hand.
RECITALS
WHEREAS, the Hovnanians are the beneficial owners of shares of
Class A Common Stock, par value $.01 per share ("CLASS A COMMON STOCK"), and
Class B Common Stock, par value $.01 per share ("CLASS B COMMON STOCK" and,
collectively with Class A Common Stock, "COMMON STOCK"), of Hovnanian
Enterprises, Inc., a Delaware corporation (the "COMPANY");
WHEREAS, the Investors are the beneficial owners of shares of
common stock, par value $.01 per share ("WHI COMMON STOCK"), of Washington
Homes, Inc., a Maryland corporation ("WHI");
WHEREAS, the Company, WHI Holding Co., Inc., a Delaware
corporation and a wholly owned subsidiary of the Company ("MERGER SUB"), and WHI
have entered into an Agreement and Plan of Merger of even date herewith (the
"MERGER AGREEMENT"), pursuant to which WHI will be merged (the "MERGER") with
and into Merger Sub;
WHEREAS, as a result of the Merger, certain of the shares of
WHI Common Stock beneficially owned by the Investors will be converted at the
effective time of the Merger (the "EFFECTIVE TIME") into the right to receive,
and thereafter the Investors shall become the beneficial owners of, shares of
Class A Common Stock;
WHEREAS, in connection with the Merger, the Company and
certain of the Investors are contemporaneously entering into Voting Agreements
of even date herewith, pursuant to which each such Investor, as one of a limited
number of related shareholders of WHI, has agreed, among other things, subject
to the terms and conditions thereof, to vote his, her or its shares of WHI
Common Stock for approval and adoption of the Merger Agreement; and
WHEREAS, incident to the Investors' ownership of shares of
Class A Common Stock, the Hovnanians and the Investors propose to agree to
certain provisions with respect to the future sale, upon certain terms and
subject to certain conditions, of their respective shares of Common Stock.
NOW, THEREFORE, to implement the foregoing and in
consideration of the premises and of the mutual agreements contained herein, the
parties hereto agree as follows:
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1. TAKE-ALONG RIGHTS.
(a) In the event that at any time after the Effective Time
(i) either of the Hovnanians, their respective spouses, the estates of either
of the Hovnanians or their respective spouses, any corporation, partnership,
or other business entity if substantially all the beneficial ownership
thereof is held by the Hovnanians and/or their respective spouses, or any
trust in respect of either of the Hovnanians, their spouses or any lineal
descendants (including any adopted children) if one or more of the Hovnanians
and/or their respective spouses, and no other person, is trustee thereof
(including, without limitation, the Xxxxxx X. Xxxxxxxxx Family Limited
Partnership, a Connecticut limited partnership, and the Xxxxxxx Xxxxxxxxx
1994 Marital Trust, but, for the avoidance of any doubt, excluding the
Company or any of its subsidiaries), as the case may be (each, a "SELLING
ENTITY"), proposes to sell for cash or any other consideration, either
directly or indirectly (by way of the sale of beneficial ownership interest
in any such affiliated entity or otherwise), any shares of Common Stock owned
by it, in any transaction other than (x) a public offering of securities, (y)
a sale or other transfer of beneficial ownership to any "Permitted
Transferee" (as defined in the Certificate of Incorporation of the Company,
as amended) or (z) a bona fide pledge of shares as collateral security for
indebtedness due to the pledgee (a "PROPOSED SALE") and (ii) such Proposed
Sale, when considered together with previous direct or indirect sales of
Common Stock (other than the sales or other transfers referred to in clauses
(x), (y) and (z) above) by any Selling Entity, if any, that constitute part
of a series of related transactions with the Proposed Sale, would constitute
the sale of the direct or indirect beneficial ownership of more than 20% of
the outstanding shares of Common Stock collectively beneficially owned as of
the Effective Time by all persons coming within the definition of Selling
Entity, then the Selling Entity will notify each Investor or the executors,
administrators, testamentary trustees, legatees or beneficiaries to whom the
Investor's shares may have been transferred upon his or her death (an
"INVESTOR'S ESTATE") or any trust or custodianship the beneficiaries of which
include only an Investor, his or her spouse and the Investor's lineal
descendants (including any adopted children) (an "INVESTOR'S TRUST"), as the
case may be, in writing (a "NOTICE") of such proposed sale and the material
terms of the Proposed Sale as of the date of the Notice (the "MATERIAL
TERMS") promptly, and in any event not less than 15 days prior to the
consummation of the Proposed Sale and not more than 5 days after the
execution of the definitive agreement relating to the Proposed Sale, if any
(the "SALE AGREEMENT").
(b) If within 10 days of an Investor's or an Investor's
Estate's or Investor's Trust's, as the case may be, receipt of such Notice
the Selling Entity receives from an Investor or an Investor's Estate or
Investor's Trust, as the case may be, a written request (a "REQUEST") to
include shares of Common Stock held by the Investor or the Investor's Estate
or Investor's Trust, as the case may be, in the Proposed Sale (which Request
shall be irrevocable unless (x) there shall be a material adverse change in
the Material Terms (including, without limitation, a change in the Material
Terms that would result in the sale price being decreased by more than 10%
from that set forth in the Notice) or (y) if otherwise mutually agreed to in
writing by the Investor or the Investor's Estate or Investor's Trust, as the
case may be, and the Selling Entity), shares of Common Stock held by the
Investor, the Investor's Estate or Investor's Trust, as the case may be, will be
included in the Proposed Sale as provided herein; provided that only one
Request, which shall be executed by the Investor or the Investor's Estate or
Investor's Trust, as the case may be, may be delivered with respect to any
Proposed Sale for all shares of Common Stock held by the Investor and the
Investor's Estate or Investor's Trust relating to such Investor. Promptly after
the consummation of the transactions contemplated thereby, the Selling Entity
will furnish each Investor, Investor's Trust or Investor's Estate delivering a
Request with a copy of the Sale Agreement, if any.
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(c) The number of shares of Common Stock that any Investor
or the Investor's Estate or Investor's Trust, as the case may be, will be
permitted to include in a Proposed Sale pursuant to a Request will be in the
aggregate that number of shares of Common Stock owned collectively by the
Investor, the Investor's Estate and the Investor's Trust, as the case may be,
that is equal to the pro rata portion of the total number of shares proposed
to be sold in the Proposed Sale, based upon the product of (i) the sum of the
number of shares of Common Stock then owned by the Investor or the Investor's
Estate or Investor's Trust, as the case may be, (ii) multiplied by a
percentage calculated by dividing the aggregate number of shares of Common
Stock that the Selling Entity proposes to sell in the Proposed Sale (plus all
shares of Common Stock previously directly or indirectly sold (other than the
sales or other transfers referred to in clauses (x), (y) and (z) of Section
1(a)) by any person coming within the definition of Selling Entity, if any,
that constitute part of a series of related transactions with the Proposed
Sale) by the total number of shares of Common Stock then owned by all persons
coming within the definition of Selling Entity.
(d) Except as may otherwise be provided herein, shares of
Common Stock subject to a Request will be included in a Proposed Sale
pursuant hereto and in any agreements with Investors relating thereto on the
same terms and subject to the same conditions applicable to the shares of
Common Stock which the Selling Entity proposes to sell in the Proposed Sale.
Such terms and conditions shall include, without limitation: the sales price;
the payment of fees, commissions and expenses; the provision of, and
representation and warranty as to, information requested by the Selling
Entity; and the provision of requisite indemnifications; provided that any
indemnification provided by an Investor, Investor's Estate or Investor's
Trust shall be pro rata in proportion with the number of shares of Common
Stock to be sold. In the case of indirect sales by the Selling Entity of
beneficial ownership of the Common Stock, the sale price for the shares of an
Investor or Investor's Estate or Investor's Trust, as the case may be, shall
be determined by an independent investment bank or appraisal firm on the
basis of the proportion of any sale price applicable to the Selling Entity
that is deemed to be attributable to the Company alone, and the other terms
and conditions of the Proposed Sale shall be appropriately adjusted to
reflect, for purposes of the inclusion of the Investor's, the Investor's
Estate's or the Investor's Trust's shares in such Proposed Sale, a sale of
the Common Stock. In connection with any such indirect sale for consideration
other than cash, the Investor, the Investor's Estate or the Investor's Trust,
as the case may be, will be entitled to receive a proportionate amount
(determined as described in the preceding sentence) of a like kind of
non-cash compensation, or a proportionate interest therein. Notwithstanding
anything to the contrary contained herein, in connection with any sale, whether
direct or indirect, for consideration other than cash, in the absolute
discretion of the Selling Entity, the shares of the Investor or the Investor's
Estate or Investor's Trust, as the case may be, subject to a Request may be
purchased instead for an amount in cash equal to the fair market value
(determined by an independent investment bank or appraisal firm) of any non-cash
consideration that would otherwise be receivable hereunder.
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2. CUSTODY AGREEMENT AND POWER OF ATTORNEY.
Upon delivering a Request or upon notice that the Selling
Entity has decided to include shares held by the Investor, the Investor's Estate
or the Investor's Trust, as the case may be, in the Proposed Sale, such Investor
or such Investor's Estate or Investor's Trust, as the case may be, will, if
requested by the Selling Entity, execute and deliver a custody agreement and
power of attorney in form and substance satisfactory to the Selling Entity with
respect to the shares of Common Stock which are to be sold by the Investor or
the Investor's Estate or Investor's Trust, as the case may be, pursuant hereto
(a "CUSTODY AGREEMENT AND POWER OF ATTORNEY"). The Custody Agreement and Power
of Attorney will provide, among other things, that the Investor or the
Investor's Estate or Investor's Trust, as the case may be, will deliver to and
deposit in custody with the custodian and attorney-in-fact named therein a
certificate or certificates representing such shares of Common Stock (duly
endorsed in blank by the registered owner or owners thereof) and irrevocably
appoint said custodian and attorney-in-fact as the Investor or the Investor's
Estate's or Investor's Trust's, as the case may be, agent and attorney-in-fact
with full power and authority to act under the Custody Agreement and Power of
Attorney on the Investor's or the Investor's Estate's or Investor's Trust's, as
the case may be, behalf with respect to the matters specified therein.
3. OBLIGATIONS TO INVESTOR.
(a) Each Investor's or Investor's Estate's or Investor's
Trust's, as the case may be, right pursuant hereto to participate in a
Proposed Sale shall be contingent on the Investor's or the Investor's
Estate's or Investor's Trust's, as the case may be, strict compliance with
each of the provisions hereof and the Investor's or the Investor's Estate's
or Investor's Trust's, as the case may be, willingness to execute such
documents in connection therewith as may be reasonably requested by the
Selling Entity.
(b) The obligations of the Selling Entity hereunder shall
extend only to the Investors or the Investor's Estates or Investor's Trusts,
as the case may be, and no other of the Investors' or the Investor's Estates'
or Investor's Trusts', as the case may be, successors or assigns shall have
any rights pursuant hereto.
4. NOTICES.
All notices and other communications provided for herein shall
be in writing and shall be deemed to have been duly given when delivered to the
party to whom it is directed:
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(a) If to the Hovnanians, to them in care of the following
address:
Hovnanian Enterprises, Inc.
00 Xxxxxxx 00, X.X. Xxx 000
Xxx Xxxx, Xxx Xxxxxx 00000
(b) If to an Investor, to him or her at the address set forth
below under his, her or its signature or otherwise
designated by such investor;
(c) If to an Investor's Estate or Investor's Trust, at the
address provided to the Hovnanians by such entity.
or at such other address as any of the above shall have specified by
notice in writing delivered to the others by certified mail.
Any notice which is required to be given to an Investor shall, if the Investor
is then deceased, be given to the Investor's personal representative if such
representative has previously informed the Hovnanians of his or her status and
address by written notice under this Section 4.
5. APPLICABLE LAW.
The laws of the State of Delaware shall govern the
interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of conflicts of
law. Any suit, action or proceeding against any Investor, Investor's Estate or
Investor's Trust, with respect to this Agreement, or any judgment entered by any
court in respect of any thereof, may be brought in any court of competent
jurisdiction in the State of New Jersey, as the Hovnanians may elect in their
sole discretion, and each Investor hereby submits, on behalf of his, her or its
self and his or her Investor's Estate and Investor's Trust, to the non-exclusive
jurisdiction of such courts for the purpose of any such suit, action, proceeding
or judgment. By the execution and delivery of this Agreement, each Investor
appoints the Secretary of the Company, at the executive offices of the Company
in Red Bank, New Jersey (or such other place within the State of New Jersey as
may be designated for such purpose), as his, her or its agent, and the agent of
the Investor's Estate and Investor's Trust, upon which process may be served in
any such suit, action or proceeding. Service of process upon such agent,
together with notice of such service given to the Investor, the Investor's
Estate or Investor's Trust in the manner provided in Section 4 hereof, shall be
deemed in every respect effective service of process upon him, her or it in any
suit, action or proceeding. Nothing herein shall in any way be deemed to limit
the ability of the Hovnanians to serve any such writs, process or summonses in
any other manner permitted by applicable law or to obtain jurisdiction over any
Investor, Investor's Estate or Investor's Trust, in such other jurisdictions and
in such manner, as may be permitted by applicable law. Each Investor, on behalf
of his, her or its self and his or her Investor's Estate and Investor's Trust,
hereby irrevocably waives any objections which he, she or it may now or
hereafter have to the laying of the venue of any suit, action or proceeding
arising out of or relating to this Agreement brought in any court of competent
jurisdiction in the State of New Jersey, and hereby further irrevocably waives
any claim that any such suit, action or proceeding brought in any such court has
been brought in any inconvenient forum. No suit, action or proceeding against
the Hovnanians with respect to this Agreement may be brought in any court,
domestic or foreign, or before any similar domestic or foreign authority other
than in a court of competent jurisdiction in the State of New Jersey, and each
Investor, on behalf of his, her or its self and his or her Investor's Estate and
Investor's Trust, hereby irrevocably waives any right which he, she or it may
otherwise have had to bring such an action in any other court, domestic or
foreign, or before any similar domestic or foreign authority. The Hovnanians
hereby submit to the jurisdiction of such courts for the purpose of any such
suit, action or proceeding, and by the execution and delivery of this Agreement,
appoint the Secretary of the Company, at the executive offices of the Company in
Red Bank, New Jersey (or such other place within the State of New Jersey as may
be designated for such purpose), as their agent upon which process may be
served in any such suit, action or proceeding. Service of process upon such
agent, together with notice of such service given to the Hovnanians in the
manner provided in Section 4 hereof, shall be deemed in every respect
effective service of process upon the Hovnanians in any suit, action or
proceeding. The Hovnanians hereby irrevocably waive any objections which they
may now or hereafter have to the laying of the venue of any suit, action or
proceeding arising out of or relating to this Agreement brought in any court
of competent jurisdiction in the State of New Jersey, and hereby further
irrevocably waive any claim that any such suit, action or proceeding brought
in any such court has been brought in any inconvenient forum.
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6. BINDING EFFECT.
This Agreement shall not become effective until the Effective
Time. After the Effective Time, the provisions of this Agreement shall be
binding on and inure to the benefit of the parties hereto and their respective
heirs, legal representatives, successors and assigns, and shall also inure to
the benefit of each affiliate of the Hovnanians that may become a Selling
Entity.
7. TERMINATION.
This Agreement shall terminate, and shall cease to be of any
further force or effect, with respect to any Investors and his or her Investor's
Estate or Investor's Trust at such time as any Investor and his or her
Investor's Estate and Investor's Trust collectively beneficially own shares of
Common Stock representing less than 1% of the issued and outstanding shares of
Common Stock of the Company.
8. INVESTOR'S ACKNOWLEDGMENT.
It is the understanding of each Investor that, and he, she or
it hereby acknowledges, that such Investor is aware that no Proposed Sale
presently is contemplated and that such a sale may never occur.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
/s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxx X. Xxxxxxxxx
---------------------------
Xxx X. Xxxxxxxxx
---------------------------
Investor
---------------------------
---------------------------
Address of Investor
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
----------------------
Xxxxxx X. Xxxxxxxxx
----------------------
Xxx X. Xxxxxxxxx
Investors:
/s/ Geaton X. XxXxxxxxx, Xx.* /s/ Xxxx X. Xxxxxx*
--------------------------------------- ------------------------------
Geaton X. XxXxxxxxx, Xx. Xxxx X. Xxxxxx
/s/ Xxxxxxxxx X. XxXxxxxxx* /s/ Xxx X. Xxxxxx*
--------------------------------------- --------------------------------
Xxxxxxxxx X. XxXxxxxxx Xxx X. Xxxxxx
/s/ Xxxxx X. XxXxxxxxx* /s/ Xxxxxx Xxxxxxxxx*
--------------------------------------- --------------------------------
Xxxxx X. XxXxxxxxx Xxxxxx Xxxxxxxxx
/s/ Xxxxxx X. XxXxxxxxx* /s/ Xxxxxxxxx X. XxXxxxxxx*
--------------------------------------- --------------------------------
Xxxxxx X. XxXxxxxxx Xxxxxxxxx X. XxXxxxxxx
/s/ Xxxxx X. XxXxxxxxx* /s/ Geaton X. XxXxxxxxx, Xx.
--------------------------------------- --------------------------------
Xxxxx X. XxXxxxxxx Geaton X. XxXxxxxxx, Xx.
/s/ A. Xxxx XxXxxxxxx*
---------------------------------------
A. Xxxx XxXxxxxxx
/s/ Xxxxx X. XxXxxxxxx*
---------------------------------------
Xxxxx X. XxXxxxxxx
*PURSUANT TO A POWER OF ATTORNEY ATTACHED HERETO.
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THE XxXXXXXXX FAMILY
WASHINGTON HOMES STOCK
GRAT TRUST
By: /s/ Geaton X. XxXxxxxxx, Xx.*
-------------------------------------
Geaton X. XxXxxxxxx, Xx., Trustee
THE XXXXXX X. AND XXXXX
X. XxXXXXXXX FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxxx*
-------------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx*
-------------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
THE GEATON A. AND XXXXXXXXX X.
XxXXXXXXX FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxxx*
-------------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx*
-------------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
*PURSUANT TO A POWER OF ATTORNEY ATTACHED HERETO.
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THE XXXXX X. XxXXXXXXX
FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxxx*
--------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx*
--------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
THE GEATON A. AND XXXXXXXXX X.
XxXXXXXXX FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxxx*
--------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx*
--------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
THE A. HUGO AND XXXXX X.
XxXXXXXXX FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxxx*
--------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx*
--------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
*PURSUANT TO A POWER OF ATTORNEY ATTACHED HERETO.
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AGREEMENT
AND
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Geaton X. XxXxxxxxx,
Xx. his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and xxxxx, in any and all
capacities, to execute and deliver to Hovnanian Enterprises, Inc. (hereinafter
referred to a "Hovnanian") (i) the respective forms of Voting Agreement to which
the undersigned and Hovnanian Enterprises, Inc. ("Hovnanian"), dated as of
August 28, 2000, are parties, (ii) that certain Sale Participation Agreement,
dated as of August 28, 2000, between Xxxxxx X. Xxxxxxxxx and Xxx X. Xxxxxxxxx,
on the one hand, and each of the undersigned, on the other hand, are parties,
and (iii) that certain Registration Rights Agreement, dated as of August 28,
2000, between Hovnanian and each of the undersigned. The undersigned further
grants unto said attorney-in -fact and agent full power and authority to do and
perform each and every act and thing requisite or necessary to be done in
connection with the execution and delivery of the foregoing agreements to
Hovnanian, as fully to all intents and purposes as he, she or it might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
This Power of Attorney may be executed in two or more counterparts,
each of which shall be deemed to constitute one and the same instrument or
document.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
on this 28th day of August, 2000.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]
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THE XxXXXXXXX FAMILY
/s/ Geaton X. XxXxxxxxx, Xx. WASHINGTON HOMES STOCK
--------------------------------- GRAT TRUST
Geaton X. XxXxxxxxx, Xx.
/s/ Xxxxxxxxx X. XxXxxxxxx By: /s/ Geaton X. XxXxxxxxx
--------------------------------- ------------------------------------
Xxxxxxxxx X. XxXxxxxxx Geaton X. XxXxxxxxx, Xx., Trustee
/s/ Xxxxx X. XxXxxxxxx THE XXXXXX X. AND XXXXX
--------------------------------- X. XxXXXXXXX FAMILY TRUST
Xxxxx X. XxXxxxxxx
/s/ Xxxxxx X. XxXxxxxxx By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Xxxxxx X. XxXxxxxxx Xxxxx X. Xxxxxxx, Trustee
/s/ Xxxxx X. XxXxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------- ------------------------------------
Xxxxx X. XxXxxxxxx Xxxxxx X. Xxxxxxxxx, Trustee
/s/ A. Xxxx XxXxxxxxx THE GEATON A. AND XXXXXXXXX X.
--------------------------------- XxXXXXXXX FAMILY TRUST
A. Xxxx XxXxxxxxx
/s/ Xxxxx X. XxXxxxxxx By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Xxxxx X. XxXxxxxxx Xxxxx X. Xxxxxxx, Trustee
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------- -----------------------------------
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx, Trustee
/s/ Xxx X. Xxxxxx
---------------------------------
Xxx X. Xxxxxx
/s/ Xxxxxx Xxxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxxx
/s/ Xxxxxxxxx XxXxxxxxx
---------------------------------
Xxxxxxxxx XxXxxxxxx
13
THE GEATON A. AND XXXXXXXXX X. THE XXXXX X. XxXXXXXXX
XxXXXXXXX FAMILY TRUST FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Xxxxx X. Xxxxxxx, Trustee By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxxx, Trustee By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
THE A. HUGO AND XXXXX X.
XxXXXXXXX FAMILY TRUST
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Xxxxx X. Xxxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxxx, Trustee
*PURSUANT TO A POWER OF ATTORNEY ATTACHED HERETO.
