FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Exhibit 10.14
FIFTH AMENDMENT
TO
FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
THIS FIFTH AMENDMENT TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Amendment”), is entered into as of the 31st day of March, 2014;
WHEREAS, Xxxxxxx Networks Incorporated, a Texas corporation (the “Corporation”), and certain of its shareholders are parties to that certain Fifth Amended and Restated Shareholders’ Agreement, made as of June 23, 2011, by and among the Corporation and the shareholders set forth therein, and those certain First, Second, Third and Fourth Amendments to Fifth Amended and Restated Shareholders’ Agreement, by and among the Corporation and the shareholders set forth therein (collectively referred to as the “Fifth Amended and Restated Agreement”);
WHEREAS, the undersigned parties desire to enter into this Amendment and comprise holders of more than 50% of the Corporation’s Shares (as defined in the Fifth Amended and Restated Agreement) as is necessary to amend the Fifth Amended and Restated Agreement in accordance with Section 18 thereof;
WHEREAS, in light of the foregoing and other facts, events and circumstances, the parties hereto are as of the date hereof entering into this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. The following definition in Section 1 of the Fifth Amended and Restated Agreement is hereby deleted in its entirety and replaced with the following language:
“Permitted Disposition” shall mean any of the following:
(a) any Disposition by a Shareholder to which each other Shareholder and the Corporation consent in writing, provided the conditions set forth in Section 2 hereof are satisfied;
(b) any Disposition by a Shareholder to the Corporation (the Corporation shall use any Buy-Sell Insurance Proceeds, to the extent applicable to the Shares subject to the Disposition by the Shareholder, to cover a portion of the purchase price);
(c) any Disposition by a Shareholder in compliance with the provisions of Section 3, 4, 5, 6 or 7 hereof;
(d) any Disposition by a Shareholder to an Immediate Family Member or an Affiliated Entity, including through a will or trust or pursuant to the laws of intestacy;
(e) any Disposition by a Shareholder in accordance with such Shareholder’s employment or consulting agreement with the Corporation;
(f) any foreclosure on a voluntary pledge made by a Xxxxxxx Shareholder of any of such Xxxxxxx Shareholders’ Shares as collateral;
(g) any Disposition by Xxxxx Xxxxxxx to the Corporation pursuant to the Put/Call Agreement dated June 24, 2009;
(h) any Disposition by a Shareholder that is an Entity to one or more of its beneficial owners, provided that such beneficial owner was already a Shareholder prior to the Disposition; and
(i) any Disposition by a Shareholder that is a trust to a settlor, trustee or beneficiary of the trust, provided that such settlor, trustee or beneficiary was already a Shareholder prior to the Disposition.
2. Fifth Amended and Restated Agreement. All other terms of the Fifth Amended and Restated Agreement shall remain in full force and effect and are hereby expressly ratified and confirmed.
3. Titles. The titles of articles and sections of this Amendment are for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of any provisions of this Amendment.
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IN WITNESS WHEREOF, this Amendment has been executed as of the date and year first above written.
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CORPORATION: |
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XXXXXXX NETWORKS INCORPORATED |
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By: |
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/s/ Xxxx X. Xxxxxxx |
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Name: |
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Xxxx X. Xxxxxxx |
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Title: |
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Executive Chairman |
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SHAREHOLDERS: |
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Xxxxx X. Xxxxxxx |
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/s/ Xxxx X. Xxxxxxx |
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Xxxx X. Xxxxxxx |
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/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx X. Xxxxxxx |
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/s/ Xxxxxxxx X. Xxxxxxx |
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Xxxxxxxx X. Xxxxxxx |
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/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx |
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(signature not required pursuant to Section 18 of the Fifth Amended and Restated Shareholders’ Agreement) |
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Xxxxxxx Xxxxxxx |
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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/s/ Skip Xxxxxx |
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Skip Xxxxxx |
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/s/ Xxx Xxxx |
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Xxx Xxxx |
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SEP TRUST |
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By: |
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/s/ Xxxxx Xxxxxxx |
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Name: |
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Xxxxx Xxxxxxx |
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Title: |
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Trustee |
Signature Page to Fifth Amendment to Fifth Amended and Restated Shareholders’ Agreement
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ALCATEL-LUCENT USA INC. |
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(signature not required pursuant to Section 18 of the Fifth Amended and Restated Shareholders’ Agreement) |
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By: |
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Name: |
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Title: |
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Xxxxxxxx Xxxxxx Xxxxxxx 2012 Grantor Retained Annuity Trust |
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By: |
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/s/ Xxxxx Xxxxx |
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Name: |
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Xxxxx Xxxxx |
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Title: |
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Trustee |
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TEAM-P Grantor Retained Annuity Trust |
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By: |
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/s/ Xxxxxx Xxxxxxx |
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Name: |
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Xxxxxx Xxxxxxx |
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Title: |
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Trustee |
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2012 XXXXXXXX XXXXXX XXXXXXX FAMILY TRUST |
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By: |
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/s/ Xxxxx Xxxxx |
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Name: |
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Xxxxx Xxxxx |
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Title: |
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Trustee |
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xXXXX XXXXX XXXXXXX FAMILY TRUST |
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By: |
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/s/ Xxxxx Xxxxx |
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Name: |
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Xxxxx Xxxxx |
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Title: |
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Trustee |
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xXXXXXXX XXXXX XXXXXXX FAMILY TRUST |
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By: |
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/s/ Skip Xxxxxx |
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Name: |
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Skip Xxxxxx |
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Title: |
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Trustee |
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XXXXXX XXXX Xxxxxxx 2012 Grantor Retained Annuity Trust |
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By: |
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/s/ Skip Xxxxxx |
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Name: |
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Skip Xxxxxx |
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Title: |
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Trustee |
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2012 xxxxxx xxxx XXXXXXX FAMILY TRUST |
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By: |
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/s/ Skip Xxxxxx |
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Name: |
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Skip Xxxxxx |
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Title: |
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Trustee |
Signature Page to Fifth Amendment to Fifth Amended and Restated Shareholders’ Agreement
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xxxx x. Xxxxxxx Grantor Retained Annuity Trust |
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By: |
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/s/ Xxxxx Xxxx |
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Name: |
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Xxxxx Xxxx |
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Title: |
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Trustee |
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XXXX XXXXXX XXXXXXX 2012 FAMILY TRUST |
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By: |
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/s/ Xxxxx Xxxx |
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Name: |
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Xxxxx Xxxx |
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Title: |
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Trustee |
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cayenne xxxx XXXXXXX FAMILY TRUST |
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By: |
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/s/ Xxxxx Xxxx |
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Name: |
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Xxxxx Xxxx |
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Title: |
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Trustee |
Signature Page to Fifth Amendment to Fifth Amended and Restated Shareholders’ Agreement