FORM OF
RPM STOCKHOLDER AGREEMENT
THIS RPM STOCKHOLDER AGREEMENT is entered into as of _____________, 2001,
by and between XXXXXXXXX & CO INC., a Delaware corporation ("PURCHASER"), and
_______________ ("STOCKHOLDER").
RECITALS
A. Purchaser and XXXX XXXX XxXXXXX Financial Services, Inc. a Delaware
corporation ("TARGET"), have entered into an Agreement and Plan of Merger dated
as of January 18, 2001 (the "MERGER AGREEMENT"), which provides (subject to the
conditions set forth therein) for the merger of Target with and into Purchaser
(the "MERGER").
B. Execution and delivery of this Agreement by Stockholder is a condition
to the consummation of the Merger.
The parties to this Agreement, intending to be legally bound, agree as
follows:
SECTION 1. CERTAIN DEFINITIONS
For purposes of this Agreement:
(a) Stockholder shall be deemed to "OWN" or to have acquired
"OWNERSHIP" of a security if Stockholder: (i) is the record owner of such
security; or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934) of such security.
(b) A Person shall be deemed to have a effected a "TRANSFER" of a
security if such Person directly or indirectly: (i) sells, pledges, encumbers,
grants an option with respect to, transfers or disposes of such security or any
interest in such security; or (ii) enters into an agreement or commitment
contemplating the possible sale of, pledge of, encumbrance of, grant of an
option with respect to, transfer of or disposition of such security or any
interest therein; PROVIDED, HOWEVER, that the redemption of Target Preferred
Stock shall not be deemed a Transfer.
(c) Capitalized terms used herein but not otherwise defined herein
shall have the respective meanings ascribed thereto in the Merger Agreement.
SECTION 2. WAIVER OF APPRAISAL RIGHTS
If the Merger is consummated, Stockholder would have certain rights
pursuant to the provisions of Section 262 of the DGCL to dissent and demand
appraisal of, and to receive payment in cash of the fair value of, Stockholder's
Target Shares, provided that Stockholder continues to hold Target Shares at the
Effective Time of the Merger. Dissenting stockholders of
Target who comply with the applicable statutory procedures would be entitled
to receive a judicial determination of the "fair value" of their Target
Shares (exclusive of any element of value arising from the accomplishment or
expectation of the Merger) and to receive payment of such fair value in cash,
together with a fair rate of interest thereon, if any. Any such judicial
determination of the fair value of the Target Shares could be based upon
factors other than, or in addition to, the Merger Consideration or the market
value of the Target Shares. The value so determined could be more or less
than the Merger Consideration. Stockholder hereby irrevocably and
unconditionally waives, and agrees not to exercise, any rights of appraisal,
any dissenters' rights and any similar rights relating to the Merger or any
related transaction that Stockholder or any other Person may have by virtue
of Stockholder's Ownership of any outstanding Target Shares.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder hereby represents and warrants that the statements contained in
this SECTION 3 are accurate in all respects as of the date of this Agreement.
3.1 OWNERSHIP. Stockholder holds of record and owns beneficially the number
of Target Shares set forth next to his, her or its name in SCHEDULE A hereto,
free and clear of any Liens. Except as set forth in SCHEDULE B hereto, there are
no outstanding options, warrants, convertible securities, calls, rights,
commitments, court orders, proceedings, preemptive rights or agreements or
instruments or understandings of any character to which Stockholder is a party
or by which Stockholder is bound, obligating him, her or it to deliver or sell,
or cause to be issued, delivered or sold, contingently or otherwise, any Target
Shares owned by Stockholder, or any securities or obligations convertible into
or exchangeable for such shares or to grant, extend or enter into any such
option, warrant, convertible security, call, right, commitment, preemptive right
or agreement. Stockholder is not a party to any voting trust, proxy or other
agreement, commitment or understanding, or any court order proceeding, with
respect to the voting or dividend rights or disposition of any Target Shares.
3.2 AUTHORIZATION. Stockholder has full power and authority to execute and
deliver this Agreement and to perform his, her or its obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of
Stockholder, enforceable in accordance with its terms and conditions, except as
the enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally or by general principles of equity,
whether considered in a proceeding in equity or at law.
3.3 NON-CONTRAVENTION. Neither the execution and delivery of this Agreement
by Stockholder, nor the performance by Stockholder of his, her or its
obligations hereunder, will (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge or other restriction
of any government, governmental agency or court to which Stockholder is subject
or (ii) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any party the right to accelerate, terminate,
modify or cancel, or require any notice under, any agreement, contract, lease,
license, instrument or other arrangement to which Stockholder is a party or by
which he, she or it is bound or to which any of his, her or its assets is
subject except, in the case of clause (i) or (ii), for such violations,
conflicts, breaches, defaults, accelerations, rights or notices which would not
impair his, her or
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its ability to perform his, her or its obligations hereunder or could not
prevent, enjoin or materially alter or delay any of the transactions
contemplated by the Merger Agreement or this Agreement.
3.4 APPROVALS. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by Stockholder will not
require the consent, approval, order or authorization of any Governmental Entity
or other regulatory authority or any other Person under any statute, law, rule,
regulation, permit, license, agreement, indenture or other instrument to which
Stockholder is a party or to which any of his, her or its properties are
subject, and no declaration, filing or registration with any Governmental Entity
or other regulatory authority is required by Stockholder in connection with the
execution and delivery of this Agreement, the consummation by Stockholder of the
transactions contemplated hereby or the performance by Stockholder of his, her
or its obligations hereunder, except for such consents, approvals, orders,
authorizations, declarations, filings or registrations, the failure of which to
obtain or make would not impair his, her or its ability to perform his, her or
its obligations hereunder or could not prevent, enjoin or materially alter or
delay any of the transactions contemplated by the Merger Agreement or this
Agreement.
3.5 BROKERAGE FEES. Stockholder has not retained any financial advisor,
broker, agent or finder or paid or agreed to pay any financial advisor, broker,
agent or finder on account of the Merger Agreement or this Agreement or any
transaction contemplated thereby or hereby that would be required to be paid by
Stockholder.
3.6 LITIGATION. There is no claim, suit, action, proceeding or
investigation (whether at law or equity, before or by any federal, state,
foreign, local or municipal commission, court, tribunal, board, agency or
instrumentality, or before any arbitrator) pending or, to the knowledge of
Stockholder, threatened against or affecting Stockholder, the outcome of which
would in any manner impair his, her or its ability to perform his, her or its
obligations hereunder or that could prevent, enjoin or materially alter or delay
any of the transactions contemplated by the Merger Agreement or this Agreement.
3.7 WAIVER OF REDEMPTION RIGHT. If Stockholder is the holder of shares of
Target Preferred Stock prior to their repurchase by Target as contemplated by
the Merger Agreement, such Stockholder has waived any and all rights to redeem
his Target Shares pursuant to the Certificate of Incorporation of Target.
Stockholder understands and agrees that he, she or it has no right or ability to
have his Target Shares redeemed, or cause such Target Shares to be redeemed, at
any time after the date of this Agreement.
3.8 RESTRICTIONS ON TRANSFER OF PURCHASER SERIES A PREFERRED STOCK.
Stockholder understands and agrees that Stockholder shall not Transfer the
shares of Purchaser Series A Preferred Stock held by Stockholder in any manner
whatsoever, except with the written consent of Purchaser, which consent shall
not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that the following
Transfers shall not require the consent of Purchaser: (i) a Transfer upon death
to Stockholder's heirs, executors or administrators or to an INTER VIVOS trust
for the benefit of any spouse or lineal descendant (or spouse of such lineal
descendant) of such Stockholder, provided that Stockholder is the controlling
trustee of such trust; (ii) a Transfer to any organization to which
contributions by Stockholder are deductible for federal income, estate or gift
tax purposes
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or any split-interest trust described in Section 4947 of the Code, provided
that, in each case, Stockholder is, at the time of such Transfer, a trustee
or a member of the board of directors or other governing body or group having
the ultimate authority, INTER ALIA, to vote, dispose or direct the voting or
disposition of such shares of Series A Preferred Stock; (iii) a Transfer to a
corporation of which a majority of the outstanding shares of capital stock
entitled to vote generally for the election of directors is beneficially
owned by, or a partnership or limited liability company of which a majority
of the partnership or limited liability company interests entitled to vote
and participate in the management of such partnership or limited liability
company are beneficially owned by, Stockholder; or (iv) pledges or
encumbrances in favor of institutional lenders or other financial
institutions, other than to a business enterprise that (A) operates or
engages in specialist activity, or (B) owns, manages or controls any entity
that operates or engages in specialist activity, which, in either case,
competes anywhere with specialist activity in which Purchaser is engaged (a
"COMPETITIVE ENTERPRISE"), in connection with a bona-fide loan or financing
transaction (any of such transferees, a "PERMITTED TRANSFEREE"); PROVIDED
FURTHER that it shall be a condition to any Transfer under clauses (i), (ii)
or (iii) that the Permitted Transferee agrees in writing to be bound by this
SECTION 3.8 as if such Permitted Transferee were Stockholder from and after
the date of such Transfer for purposes of this SECTION 3.8; and PROVIDED
FURTHER that Permitted Transferees under clause (iv) shall be subject to the
conditions set forth in the following legend, which legend shall be imprinted
on each certificate representing Series A Preferred Stock:
"THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY ANY PLEDGEE OF
SUCH SHARES WITHOUT FIRST OFFERING TO XxXXXXXXX & CO INC. THE
REASONABLE RIGHT TO PURCHASE SUCH SHARES AT A PRICE EQUAL TO THEIR
AGGREGATE LIQUIDATION PREFERENCE."
Any attempted Transfer of the shares of Series A Preferred Stock in violation
of this SECTION 3.8 shall be void and of no effect, and Purchaser shall have
the right to disregard the same on its books and records and to issue "stop
transfer" instructions to its transfer agent. Notwithstanding anything in
this Agreement to the contrary, the restrictions contained in this SECTION
3.8 shall not be applicable at any time when the Company has not been current
in the payment of dividends on the Purchaser Series A Preferred Stock for a
period covering at least two (2) consecutive semi-annual dividend payment
dates.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants that the statements contained in
this SECTION 4 are accurate in all respects as of the date of this Agreement.
4.1 AUTHORIZATION. Purchaser has full corporate power and authority, and
has taken all necessary corporate actions to execute and deliver this Agreement
and to perform its obligations hereunder. This Agreement constitutes the valid
and legally binding obligation of Purchaser, enforceable in accordance with its
terms and conditions.
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4.2 NON-CONTRAVENTION. Neither the execution and delivery of this Agreement
by Purchaser, nor the performance by Purchaser of its obligations hereunder,
will (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge or other restriction of any government,
governmental agency or court to which Purchaser is subject, or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify
or cancel, or require any notice under, any agreement, contract, lease, license,
instrument or other arrangement to which Purchaser is a party or by which it is
bound or to which any of its assets is subject.
4.3 APPROVALS. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by Purchaser will not
require the consent, approval, order or authorization of any Governmental Entity
or other regulatory authority or any other Person under any statute, law, rule,
regulation, permit, license, agreement, indenture or other instrument to which
Purchaser is a party or to which any of its properties are subject, and no
declaration, filing or registration with any Governmental Entity or other
regulatory authority is required by Purchaser in connection with the execution
and delivery of this Agreement, the consummation by Purchaser of the
transactions contemplated hereby or the performance by Purchaser of its
obligations hereunder.
4.4 BROKERAGE FEES. Except for Xxxxxxxxx, Lufkin & Xxxxxxxx or its
successors, whose fees and expenses will be paid by Purchaser, Purchaser has not
retained any financial advisor, broker, agent or finder or paid or agreed to pay
any financial advisor, broker, agent or finder on account of the Merger
Agreement or this Agreement or any transaction contemplated thereby or hereby
that would be required to be paid by Purchaser.
4.5 LITIGATION. There is no claim, suit, action, proceeding or
investigation (whether at law or equity, before or by any federal, state,
foreign, local or municipal commission, court, tribunal, board, agency or
instrumentality, or before any arbitrator) pending or, to the knowledge of
Purchaser, threatened against or affecting Purchaser, the outcome of which would
in any manner impair its ability to perform its obligations hereunder or that
could prevent, enjoin or materially alter or delay any of the transactions
contemplated by the Merger Agreement or this Agreement.
SECTION 5. LITIGATION SUPPORT
The parties agree that following the Closing, in the event and for so long
as any party actively is contesting or defending against any action, suit,
proceeding, hearing, investigation, charge, complaint, claim or demand in
connection with (i) any transaction contemplated by the Merger Agreement or (ii)
any fact, situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act or transaction on or prior
to the Closing Date involving Target or any of its Subsidiaries, each of the
other parties will cooperate with the contesting or defending party and its
counsel in the contest or defense, make available its personnel and provide such
testimony and access to its books and records as shall be reasonably necessary
in connection with the contest or defense, all at the sole cost and expense of
the contesting or defending party (except to the extent that the contesting or
defending party is entitled to indemnification therefor under Section 10.2, 10.3
or 10.4 of the Merger Agreement).
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SECTION 6. NONCOMPETITION, NONSOLICITATION AND CONFIDENTIAL INFORMATION
6.1 CONFIDENTIALITY. After the Closing, Stockholder shall strictly maintain
the confidentiality of all information, documents and materials of Target and
its Subsidiaries, except to the extent disclosure of any such information,
documents or material is (i) required by law or legal process, (ii) necessary in
connection with enforcement by Stockholder of his, her or its rights under the
Merger Agreement or any document contemplated thereby or (iii) authorized by
Purchaser. In the event that Stockholder reasonably believes after consultation
with counsel that he, she or it is required by law or legal process to disclose
any confidential information described in this SECTION 6.1, Stockholder will (x)
provide Purchaser with prompt notice before such disclosure in order that
Purchaser may attempt to obtain a protective order or other assurance that
confidential treatment will be accorded to confidential information, and (y)
cooperate with Purchaser in attempting to obtain such order or assurance. The
provisions of this SECTION 6 shall not apply to any information, documents or
materials which are publicly available or shall become publicly available, other
than by reason of default by Stockholder under this Agreement, or becomes known
in the industry through no wrongful act on the part of Stockholder.
6.2 NONCOMPETITION; NONSOLICITATION. Stockholder agrees that Purchaser
would likely suffer significant harm from Stockholder competing with Purchaser
during the period beginning on the Closing Date and ending on the second
anniversary of the Closing Date (the "RESTRICTED PERIOD"). Accordingly,
Stockholder agrees that during the Restricted Period, he, she or it will not,
without the prior written consent of the Chief Executive Officer of Purchaser;
(i) form, or acquire a 5% or greater equity ownership, voting or
profit participation interest in, any Competitive Enterprise;
(ii) in any manner, directly or indirectly (i) solicit a listed
company on behalf of a Competitive Enterprise to act as such
listed company's specialist firm or to refrain from engaging
Purchaser as its specialist firm, or (ii) interfere with or
damage (or attempt to interfere with or damage) any
relationship between Purchaser and a listed company. The term
"listed company" means any company for which Purchaser acts as
a specialist;
(iii) in any manner, directly or indirectly, solicit any person who
is an employee of Purchaser to resign from Purchaser or to
apply for or accept employment with any Competitive
Enterprise; or
(iv) in any manner, directly or indirectly, assist any Competitive
Enterprise to make a market in any stock for which Purchaser
acts as a specialist.
6.3 ACKNOWLEDGMENT. Stockholder acknowledges that the covenants contained
in this SECTION 6 are essential conditions for Purchaser entering into this
Agreement without which Purchaser would not have entered into this Agreement or
the Merger Agreement. Stockholder acknowledges that the restrictions set forth
herein are reasonable, valid and necessary for the protection of the legitimate
interest of Purchaser, Target and their respective Subsidiaries. Purchaser and
Stockholder agree that no portion of the Merger Consideration shall be allocated
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to Stockholder's covenants or agreements contained in this SECTION 6 for
federal or state income tax purposes.
6.4 REMEDIES. Without limiting the right of Purchaser to pursue all other
legal and equitable rights available to it, including without limitation,
damages for the actual or threatened violation of this SECTION 6 by Stockholder,
it is agreed that other remedies cannot fully compensate Purchaser for such a
violation and that Purchaser shall be entitled to injunctive relief and/or
specific performance to prevent violation or continuing violation thereof,
without bond and without the necessity of showing actual monetary damages. It is
the intent and understanding of each party that if, in any action before any
court or agency legally empowered to enforce this SECTION 6, any term,
restriction, covenant or promise in this SECTION 6 is found to be unreasonable
and for that reason unenforceable, then such term, restriction, covenant or
promise shall be deemed modified to the extent necessary to make it enforceable
by such court or agency.
6.5 OTHER CONTROLLING AGREEMENTS. Notwithstanding anything contained in
this SECTION 6, if Stockholder is or becomes party to any other agreement(s)
with Purchaser containing provisions covering some or all of the matters covered
by this SECTION 6, including without limitation non-competition, nonsolicitation
and/or confidentiality provisions, the provisions of such other agreement(s)
shall control with respect to the matters covered thereby with respect to
Stockholder.
SECTION 7. MISCELLANEOUS
7.1 INDEMNIFICATION PROVISIONS OF MERGER AGREEMENT.
(a) Stockholder hereby acknowledges and agrees that Section 10.2(a) and
Section 10.4 of the Merger Agreement provide for the indemnification of each
Purchaser Indemnified Party by Stockholder and all of the other holders of
Target Shares for certain Liabilities or Losses incurred or suffered by any
Purchaser Indemnified Party, subject to the limitations set forth in Article X
of the Merger Agreement.
(b) Stockholder agrees to be bound by the provisions of Section 10.2(b)
of the Merger Agreement relating to indemnification of Purchaser in respect of a
breach of Stockholder's representations under SECTION 3 of this Agreement,
subject to the limitations set forth in Article X of the Merger Agreement.
7.2 NOTICES. All notices, requests, consents and other communications under
this Agreement shall be in writing and shall be delivered by hand, by
telecopier, by nationally recognized overnight courier, by fax or mailed by
first class certified or registered mail, return receipt requested, postage
prepaid:
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(a) If to Stockholder, to the Representatives at:
c/o Xxxxxx X. Xxxxxx
XxXxxxxxx & Co. LLC
Xxx Xxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
with a copy to:
Xxxxxx Xxxx & Xxxxxx LLP
Two Stamford Plaza
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000-0000
Attn: Xxxx X. XxXxxxx, Esq.
Fax: (000) 000-0000
and
Xxxxxxxx Chance Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
(b) If to Purchaser, to it at:
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx XxXxxxxxx
Fax: (000) 000-0000
with a copy to:
Fulbright & Xxxxxxxx L.L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
(Or at such other address or addresses as may have been furnished in writing by
the parties hereto by notice given pursuant to this SECTION 7.2).
Notices provided in accordance with this SECTION 7.2 shall be deemed delivered
upon personal delivery, receipt by telecopy, fax or nationally recognized
overnight courier, or 48 hours after deposit in the mail in accordance with the
above.
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7.3 THIRD PARTY BENEFICIARIES. Nothing in this Agreement is intended to, or
shall be construed so as to, create any third party beneficiary to this
Agreement or otherwise confer any rights upon any person, firm or corporation
that is not a party hereto.
7.4 ASSIGNMENT: SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon, and inure to the benefit of, the respective successors,
assigns, heirs, executors and administrators of the parties hereto. This
Agreement shall not be assignable by either party without the prior written
consent of the other party to this Agreement.
7.5 COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
7.6 HEADINGS. The section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.7 GOVERNING LAW. This Agreement shall be governed by and interpreted and
construed in accordance with the laws of the State of New York, without
reference to its conflicts of laws provisions.
7.8 AMENDMENTS AND WAIVERS. This Agreement may not be amended or waived
(either generally or in a particular instance and either retroactively or
prospectively) except by a written instrument signed by the party against whom
enforcement of such amendment, modification or waiver is sought. No waivers of
or exceptions to any term, condition or provision of this Agreement, in any one
or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, condition or provision.
7.9 SEVERABILITY. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
7.10 ATTORNEYS-IN-FACT. Stockholder hereby (i) irrevocably constitutes and
appoints Xxxxxx X. Xxxx, Xx. and Xxxxxx X. Xxxxxx (the "REPRESENTATIVES"), and
each of them, acting unanimously, as the true and lawful agents and
attorneys-in-fact of Stockholder with full power to appoint a substitute or
substitutes to act hereunder, with respect to all matters arising in connection
with the Merger and the transactions contemplated thereunder and hereby with
full power and authority to execute and deliver for and on behalf of Stockholder
all such contracts, consents and other documents in connection therewith as the
Representatives may deem necessary or advisable and to do and perform any and
all acts and things whatsoever necessary or advisable in the premises as fully
as Stockholder might or could do (including, without limitation, the execution
and delivery by the Representatives of, and the performance of their obligations
under, the Escrow Agreement) and (ii) ratifies and confirms all that the
Representatives, or any substitute or substitutes, shall do or cause to be done
by virtue hereof. The Representatives shall have no liability for any actions
taken or omitted by them in the performance of their duties as Representatives
unless in respect of such actions or omissions they
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shall be finally adjudged by an arbitrator or court of competent jurisdiction
to have acted in bad faith or to have been grossly negligent. Stockholder
shall severally (pro rata based on the number of Target Shares which he, she
or it owns immediately prior to the Effective Time) indemnify each of the
Representatives and hold each of them harmless from all liabilities, losses,
costs and expenses (including reasonable attorneys' fees in respect of the
investigation and defense of claims) which may be incurred by him in
connection with the performance of his duties as a Representative, except to
the extent, if any, that such liabilities, losses, costs and expenses shall
be finally adjudged by an arbitrator or court of competent jurisdiction to
have resulted from the bad faith or gross negligence of such Representative.
7.11 CONSTRUCTION. Any reference to any federal, state, local or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context otherwise requires. The word
"including" shall mean including without limitation. Whenever the context may
require, any pronouns used herein shall include the corresponding masculine,
feminine or neuter forms, and the singular form of names and pronouns shall
include the plural and vice versa.
7.12 INCORPORATION OF ANNEX AND SCHEDULES. The Annex and the Schedules
identified in this Agreement are incorporated by reference and made a part
hereof.
7.13 TERMINATION. This Agreement shall terminate if and only if the Merger
Agreement is terminated prior to the Closing in accordance with, and pursuant
to, the terms thereof.
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IN WITNESS WHEREOF, Purchaser and Stockholder have caused this
Agreement to be executed as of the date first written above.
XXXXXXXXX & CO INC.
By:
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STOCKHOLDER:
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Name:
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Address:
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Facsimile:
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SCHEDULE A
SHARES HELD OF RECORD OPTIONS AND OTHER RIGHTS
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ADDITIONAL SECURITIES BENEFICIALLY OWNED
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