STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of December 11, 1998,
by and among Cellular Communications International, Inc., a Delaware corporation
(the "Company"), Kensington Acquisition Sub, Inc., a Delaware corporation
("Purchaser"), and the persons listed on Schedule 1 hereto (the "Stockholders").
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of this Agreement,
the Company and Purchaser have entered into an Agreement and Plan of Merger,
dated as of the date hereof (as such agreement may hereafter be amended from
time to time, the "Merger Agreement"), pursuant to which, among other things,
Purchaser will make a tender offer (the "Offer") for all outstanding shares of
common stock, par value $.01 per share ("Shares"), of the Company at a price of
$65.75 per Share (the "Offer Price"), net to the seller in cash, to be followed
by a merger of Purchaser with and into the Company, and each issued and
outstanding Share, except as set forth in the Merger Agreement, will be
converted into the right to receive the Offer Price;
WHEREAS, the Stockholders are the Beneficial Owners (as defined below) and
owners of record, and have the sole right to vote and dispose of, Shares as
indicated on Schedule 1 hereto (with respect to such Stockholder, together with
any other Shares acquired by such Stockholder after the date hereof and during
the term of the Agreement, collectively the "Owned Shares"); and
WHEREAS, as an inducement and a condition to its entering into the Merger
Agreement and incurring the obligations set forth therein, Purchaser has
required that the Stockholders enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Certain Definitions. Capitalized terms not defined herein have the
respective meanings ascribed to them in the Merger Agreement. In addition, for
purposes of this Agreement:
"Affiliate" means, with respect to any specified Person, any Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified.
"Beneficially Own", "Beneficial Owner" or "Beneficial Ownership" with
respect to any securities means having "beneficial ownership" of such securities
(as determined pursuant to Rule 13d-3 under the Exchange Act), including
pursuant to any agreement, arrangement or understanding, whether or not in
writing. Without duplicative counting of the same securities by the same holder,
securities Beneficially Owned by a Person shall include securities Beneficially
Owned by all Affiliates of such Person and all other Persons with whom such
Person would constitute a "group" within the meaning of Section 13(d) of the
Exchange Act and the rules promulgated thereunder.
"Person" means an individual, corporation, partnership, limited liability
company, joint venture, association, trust, unincorporated organization or other
entity.
"Representative" means, with respect to any Person, as applicable, such
Person's officers, directors, employees, agents and representatives (including
any investment banker, financial advisor, agent, representative or expert
retained by or acting on behalf of such Person or its Subsidiaries).
"Transfer" means, with respect to a security, the sale, transfer, pledge,
hypothecation, encumbrance, assignment or disposition of such security or the
Beneficial Ownership thereof, the offer to make such a sale, transfer or other
disposition, and each option, agreement, arrangement or understanding, whether
or not in writing, to effect any of the foregoing. As a verb, "Transfer" shall
have a correlative meaning.
2. Agreement to Tender; Voting of Owned Shares; Proxy. (a) If requested by
the Purchaser, the Company shall take all actions necessary to provide that,
prior to the Expiration Date, all Options granted to Stockholders under the
Option Plans are vested and exercisable. Each Stockholder hereby agrees, if
requested by the Purchaser, to exercise (on the Expiration Date but not earlier
than 5 p.m. on such date) all Options granted to such Stockholder under the
Option Plans, which exercise may be conditional upon the satisfaction of the
following: the receipt of a notice from the Purchaser that, as of 5 p.m. on such
day, it expects satisfaction of all conditions in the Offer; the delivery of an
irrevocable notice by the Purchaser to the Depositary of its acceptance for
payment of the tenders of the Shares pursuant to the Offer and a calculation
showing that such exercise and
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tender will, giving effect to all Shares tendered as of 5 p.m. on such day,
result in a tender of over 90% of the outstanding Shares in the Offer. In
connection with such exercise, the Purchaser will indemnify the Stockholder
against any and all costs, expenses and taxes incurred by such Stockholder which
would not be incurred by such Stockholder if the Options were treated pursuant
to Section 2.12(a) of the Merger Agreement. During the period commencing on the
date hereof and continuing until the earlier to occur of (i) the Effective Time
and (ii) the termination of the Merger Agreement in accordance with its terms
(such period being referred to as the "Voting Period"), each Stockholder (x)
hereby agrees to validly tender (or cause the record owner of such Shares to
validly tender) and sell (and not withdraw) pursuant to the Offer not later than
the tenth business day after commencement of the Offer all of the Owned Shares;
and (y) at any meeting (whether annual or special, and whether or not an
adjourned or postponed meeting) of the Company's stockholders, however called,
or in connection with any written consent of the Company's stockholders, subject
to the absence of a preliminary or permanent injunction or other final order by
any United States federal, state or foreign court barring such action, shall
vote (or cause to be voted) all of its Owned Shares:
a. in favor of the Merger, the execution and delivery by the Company
of the Merger Agreement and the approval and adoption of the Merger and the
terms thereof and each of the other actions contemplated by the Merger
Agreement and this Agreement and any actions required in furtherance
thereof and hereof;
b. against any action or agreement that would (A) result in a breach
of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or of such Stockholder
under this Agreement or (B) impede, interfere with, delay, postpone, or
adversely affect the Merger or the transactions contemplated thereby or
hereby; and
c. except as otherwise agreed to in writing in advance by Purchaser,
against the following actions (other than the Merger and the transactions
contemplated by the Merger Agreement and this Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or
other business combination, involving the Company or any of its
Subsidiaries; (B) any sale, lease or transfer of a material amount of the
assets or business of the Company or its Subsidiaries, or any
reorganization, restructuring, recapitalization, special dividend,
dissolution, liquidation or winding up of the Company or its Subsidiaries;
(C) any change in the present capitalization of the Company, including any
proposal to sell any equity interest in the Company or any of its
Subsidiaries or any amendment of the Restated Certificate of Incorporation
or Bylaws of the Company; (D) any change in the majority of the Board of
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Directors; (E) any other change in the Company's corporate structure or
business; and (F) any other action which is intended or could reasonably be
expected to impede, interfere with, delay, postpone, discourage or affect
the Merger, the transactions contemplated by the Merger Agreement or this
Agreement or the contemplated economic benefits of any of the foregoing. No
Stockholder shall enter into any agreement, arrangement or understanding
with any Person the effect of which would be inconsistent with or violative
of the provisions and agreement contained in this Section 2(a).
(b) IRREVOCABLE PROXY. EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS
PURCHASER, XX. XXXX X. KINZIUS AND XXXXX XX XXXXXXXXX, IN THEIR RESPECTIVE
CAPACITIES AS OFFICERS OF PURCHASER, AND ANY INDIVIDUAL WHO SHALL HEREAFTER
SUCCEED TO ANY SUCH OFFICE OF THE PURCHASER, AND ANY OTHER DESIGNEE OF
PURCHASER, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE
END OF THE VOTING PERIOD) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF
SUBSTITUTION) TO VOTE THE OWNED SHARES OF THE STOCKHOLDER AS INDICATED IN
SECTION 2(a) ABOVE. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL
THE END OF THE VOTING PERIOD) AND COUPLED WITH AN INTEREST AND SHALL TAKE SUCH
FURTHER ACTIONS AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO
EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY
GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE OWNED SHARES.
3. (a) Restrictions on Transfer, Other Proxies. No Stockholder shall, until
the expiration of the Voting Period, directly or indirectly: (i) Transfer to any
Person any or all Owned Shares; (ii) except as provided in Section 2(b), grant
any proxies or powers of attorney, deposit any Owned Shares into a voting trust
or enter into a voting agreement, understanding or arrangement with respect to
such Owned Shares; or (iii) take any action that would make any representation
or warranty of such Stockholder contained herein untrue or incorrect or would
result in a breach by such Stockholder of its obligations under this Agreement
or a breach by the Company of its obligations under the Merger Agreement.
Notwithstanding the foregoing, the Stockholder may transfer Shares to (x) an
Affiliate of the Stockholder, (y) any member of the immediate family of the
Stockholder or trusts for the benefit of family members of the Stockholder or
(z) any organizations qualifying under Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, in each case under clauses (x), (y) and (z), that
agrees to be bound by this Agreement.
(b) Notwithstanding anything herein to the contrary, the Stockholder may
exercise Options pursuant to a "cashless exercise" or similar provision, such
that the number of Shares actually received may be less than the number of
Shares set forth on Schedule 1.
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(c) Each Stockholder hereby agrees, during the Voting Period, to place the
following legend on any and all certificates representing any Owned Shares:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN STOCKHOLDERS
AGREEMENT, DATED AS OF DECEMBER 11, 1998, BY AND AMONG THE
STOCKHOLDERS OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC. PARTY
THERETO, CELLULAR COMMUNICATIONS INTERNATIONAL, INC. AND KENSINGTON
ACQUISITION SUB, INC. AND ANY TRANSFER OF SUCH SHARES IN VIOLATION OF
THE TERMS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT
WHATSOEVER.
4. No Solicitation. (a) Other than as required in his capacity as director
of the Company (or as an officer of the Company acting at the direction of the
Board of Directors of the Company) under applicable law and fiduciary duties, in
which case his actions shall be restricted solely by the terms of the Merger
Agreement, each Stockholder and its Affiliates shall not, and shall instruct
their respective officers, directors, employees, agents or other Representatives
not to,
(i) directly or indirectly solicit, initiate, or encourage (including
by way of furnishing nonpublic information or assistance), or take any
other action to facilitate, any inquiries or proposals from any Person that
constitute, or may reasonably be expected to lead to, a Takeover Proposal,
(ii) enter into, maintain, or continue discussions or negotiations
with any party (other than Purchaser) in furtherance of such inquiries or
to obtain a Takeover Proposal, and shall use their best efforts to cause
any such party in possession of confidential information about the Company
that was furnished by or on behalf of the Stockholder to return or destroy
all such information in the possession of any such party (other than the
Company) or in the possession of any Representative of any such party,
(iii) agree to or endorse any Takeover Proposal, or
(iv) authorize or permit the Stockholder's or any of its Affiliates'
Representatives to take any such action.
(b) During the Voting Period, other than as required in his capacity as
director of the Company (or as an officer of the Company acting at the direction
of the Board of Directors of the Company) under applicable law and fiduciary
duties, in which case his actions shall be restricted solely by the terms of the
Merger Agreement, each Stockholder shall not, and shall cause its Affiliates not
to, directly or indirectly, make any public
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comment, statement or communication, or take any action that would otherwise
require any public disclosure by such Stockholder, the Company, Purchaser or any
other Person, concerning the Merger and the other transactions contemplated by
the Merger Agreement and this Agreement except for any disclosure (i) concerning
the status of the Stockholder as a party to this Agreement, the terms hereof,
and its Beneficial Ownership of Shares required pursuant to Section 13(d) of the
Exchange Act or (ii) required in the Proxy Statement (as defined in the Merger
Agreement).
5. Proprietary Information. Except as required by law, no Stockholder and
no Representative of any Stockholder shall, at any time, directly or indirectly,
make use of or divulge or otherwise disclose to any Person other than Purchaser,
any trade secret, confidential information or other proprietary information or
data (including any financial data, mailing lists, customer lists or employee
data or records) concerning the business or policies of the Company or its
Subsidiaries that such Stockholder or any of its Representatives may have
learned as a stockholder, employee, officer or director of the Company or any of
its Subsidiaries.
6. Representations and Warranties of the Stockholder. Each Stockholder
hereby severally represents, warrants and covenants to Purchaser as follows:
(a) Due Authorization, Etc. Such Stockholder has all necessary power and
authority to enter into and perform this Agreement and its obligations
hereunder, and no other proceedings or actions on the part of such Stockholder
are necessary to authorize the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby. Such
Stockholder currently has good, valid and marketable title to the Owned Shares,
free and clear of all security interests, liens, claims, charges, encumbrances,
equities and options of any nature whatsoever, and with no restriction on the
voting rights pertaining thereto. The Stockholder further warrants that there
are no outstanding options, warrants or rights to purchase or acquire, or
agreements relating to, any of the Owned Shares.
(b) Enforceability. This Agreement constitutes a valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms. Neither the execution and delivery of this Agreement
by such Stockholder nor the consummation by such Stockholder of the transactions
contemplated hereby shall conflict with or constitute a violation of or default
under any contract, commitment, agreement, arrangement or restriction of any
kind to which such Stockholder is a party or by which such Stockholder is bound.
(c) Voting Rights. Except as provided in Section 2(b) hereof, such
Stockholder has sole power to vote and to dispose of
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the Owned Shares, and sole power to issue instructions with respect to the Owned
Shares to the extent appropriate in respect of the matters set forth in this
Agreement, sole power to demand appraisal rights and sole power to agree to all
of the matters set forth in this Agreement, in each case with respect to all of
the Owned Shares, with no limitations, qualifications, or restrictions on such
rights, subject to applicable securities laws and the terms of this Agreement.
(d) No Filings. Except for filings, authorizations, consents and approvals
as may be required under, and other applicable requirements of, the HSR Act and
the Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any state or federal governmental body or authority is necessary
for the execution of this Agreement by such Stockholder and the consummation by
such Stockholder of the transactions contemplated hereby and (ii) none of the
execution and delivery of this Agreement by such Stockholder, the consummation
by such Stockholder of the transactions contemplated hereby or compliance by
such Stockholder with any of the provisions hereof shall (A) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, loan agreement, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of its properties or assets (including the Owned
Shares) may be bound, or (B) violate any order, writ, injunction, decree,
judgment, statute, rule or regulation applicable to such Stockholder or any of
its properties or assets.
(e) Such Stockholder understands and acknowledges that Purchaser is
entering into the Merger Agreement, and is incurring the obligations set forth
therein, in reliance upon the Stockholder's execution and delivery of this
Agreement.
7. Representations and Warranties of Purchaser. Purchaser hereby
represents, warrants and covenants to each Stockholder as follows:
(a) Due Authorization, Etc. Purchaser has all necessary corporate power and
authority to enter into and perform this Agreement and its obligations
hereunder, and no other proceedings or actions on the part of Purchaser are
necessary to authorize the execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby.
(b) Enforceability. This Agreement constitutes a valid and binding
agreement of Purchaser, enforceable against Purchaser in accordance with its
terms. Neither the execution
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and delivery of this Agreement by Purchaser nor the consummation by Purchaser of
the transactions contemplated hereby shall conflict with or constitute a
violation of or default under any contract, commitment, agreement, arrangement
or restriction of any kind to which Purchaser is a party or by which Purchaser
is bound.
(c) No Filings. Except for filings, authorizations, consents and approvals
as may be required under, and other applicable requirements of, the HSR Act and
the Exchange Act, (i) no filing with, and no permit, authorization, consent or
approval of, any state or federal public body or authority is necessary for the
execution of this Agreement by Purchaser and the consummation by Purchaser of
the transactions contemplated hereby and (ii) none of the execution and delivery
of this Agreement by Purchaser, the consummation by Purchaser of the
transactions contemplated hereby or compliance by Purchaser with any of the
provisions hereof shall (A) conflict with or result in any breach of the
organizational documents of Purchaser, or (B) result in a violation or breach
of, or constitute (with or without notice or lapse of time or both) a default
(or give rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which Purchaser is a party or by which Purchaser or
any of its properties or assets may be bound, or violate any order, writ,
injunction, decree, judgment, statute, rule or regulation applicable to
Purchaser or any of its properties or assets.
8. Certain Covenants.
(a) No Sale. No Stockholder shall sell, transfer, assign, pledge,
hypothecate or otherwise dispose of or limit its right to vote in any manner any
of the Owned Shares which are the subject matter of this Agreement except
pursuant to the terms hereof.
(b) Further Assurances. From time to time, at the other party's request and
without further consideration, each party hereto shall execute and deliver such
additional documents and take all such further lawful action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
9. Enforcement. The parties 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. 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
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court of the United States located in the State of New York or in any New York
State court located in the Borough of Manhattan, 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 (a) consents to submit itself (without making such
submission exclusive) to the personal jurisdiction of any federal court located
in the State of New York or any New York State court in the event any dispute
arises out of this Agreement or any of the transactions contemplated by this
Agreement and (b) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court.
10. Miscellaneous.
(a) Assignment. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned or delegated, in whole or in
part, by operation of law or otherwise, by any of the parties hereto without the
prior written consent of the other parties, except that Purchaser may assign its
rights and obligations, in whole or in part, to any of its Affiliates, but no
such assignment shall relieve Purchaser of its obligations hereunder if such
assignee does not perform such obligations. 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.
(b) Amendments. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
(c) Notices. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
(i) as of the date delivered or sent by facsimile if delivered personally or by
facsimile, (ii) on the first business day following dispatch by an
internationally recognized overnight courier service to a domestic addressee,
(iii) on the third business day following dispatch by an internationally
recognized overnight courier service to a international addressee and (iv) on
the tenth business day after deposit with a national mail service, if mailed by
registered or certified mail (postage prepaid, return receipt requested), in
each case to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice, except that notices of changes
of address shall be effective upon receipt):
(i) if to the Company, to
Cellular Communications International, Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxx, Esq.
Fax: (000) 000-0000
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with a copy to:
Skadden, Arps, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Fax: (000) 000-0000
(ii) if to Purchaser, to
Mannesmann AG
Am Wallgraben 125
D-70565 Stuttgart
Germany
Attn: Xx. Xxxx X. Kinzius
Fax: 00-000-000-0000
and
Olivetti S.p.A.
Xxx Xxxxxxxxxxx 000
00000 Xxxxx
Xxxxx
Attn: Xxxxx Xx Xxxxxxxxx
Fax: 00-0-0000-0000
with a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxxx Xxxxxxxx, Esq.
Fax: (000) 000-0000
(iii) if to a Stockholder, as set forth on Schedule 1 hereto.
(d) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT
MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.
(f) 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. Whenever the words "include", "includes" or
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"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
(g) Entire Agreement; No Third-Party Beneficiaries. This Agreement, the
Option Agreement and the Merger Agreement (together with the other documents and
instruments referred to in the Option Agreement, the Merger Agreement and the
exhibits and disclosure schedules thereto) (a) constitute the entire agreement
and supersede all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this Agreement, and
(b) are not intended to confer upon any person other than the parties hereto any
rights or remedies.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto on the date first above written.
KENSINGTON ACQUISITION SUB, INC.
By: /s/ Xxxxx Xx Xxxxxxxxx
-----------------------------------------
Name: Xxxxx Xx Xxxxxxxxx
Title: Co-President and Co-Secretary
By: /s/ Dr. Xxxx Kinzius
-----------------------------------------
Name: Dr. Xxxx Kinzius
Title: Co-President and Co-Secretary
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board of Directors,
President, Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxxxx
/s/ Del Xxxxx
--------------------------------------------
Name: Del Xxxxx
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxx
