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Exhibit 11(c)(2)
Execution Copy
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STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT dated as of January 7, 1999 (this
"Agreement") among New Hampshire Oak, Inc., a Delaware corporation ("Parent"),
DN Acquisition Corporation, a Delaware corporation ("Purchaser") and the
parties listed on Schedule A attached hereto (each a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS, concurrently herewith Parent, Purchaser, and Defiance,
Inc., a Delaware corporation (the "Company"), are entering into an Agreement
and Plan of Merger of even date herewith (as such agreement may be amended from
time to time, the "Merger Agreement"; capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them in the
Merger Agreement) pursuant to which Purchaser will be merged with and into the
Company (the "Merger");
WHEREAS, in furtherance thereof, Parent proposes that Purchaser make
an offer (the "Offer") to purchase for cash all of the issued and outstanding
shares of common stock of the Company at a price of $9.50 per share net to the
seller; and
WHEREAS, Parent has required, as a condition to its entering into
the Merger Agreement and commencing the Offer, that each Stockholder enter
into, and each such Stockholder has agreed to enter into, this Agreement.
NOW, THEREFORE, to satisfy this condition and in consideration of
Parent's entering into the Merger Agreement and causing the Offer to be
commenced, respectively, and in consideration of the premises and the
representations, warranties and covenants contained herein, the parties agree
as follows:
1. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER. Each Stock-
holder hereby severally as to itself represents and warrants to Parent as
follows:
(a) OWNERSHIP OF SHARES AND STOCK OPTIONS. (i) Such
Stockholder is the record holder and beneficial owner of the number
of shares of the common stock of the Company, par value $.05 per
share (the "Common Stock"), set forth opposite such Stockholder's
name on Schedule A hereto (the "Existing Shares", and together with
any shares of Common Stock acquired by such Stockholder after the
date hereof and prior to the termination hereof, whether upon
exercise of options or warrants, conversion of convertible
securities, purchase, exchange or otherwise, the "Shares").
Stockholders Agreement
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(ii) On the date hereof, the Existing Shares set forth
opposite such Stockholder's name on Schedule A constitute all of the
shares of Common Stock beneficially owned by such Stockholder.
(iii) Such Stockholder (A) has, with respect to all of
such Stockholder's Existing Shares, and (B) will have at all times
during the term hereof, with respect to all such Stockholder's
Shares, except as set forth on Schedule A, (1) sole power of
disposition; (2) sole voting power; and (3) sole power to demand
dissenter's or appraisal rights, with no restrictions on such
rights, subject to applicable federal securities laws and the terms
of this Agreement.
(iv) Such Stockholder owns validly issued and
outstanding options (the "Stock Options") to acquire the number of
shares of Common Stock set forth opposite such Stockholder's name on
Schedule A hereto (all such shares underlying such Stockholder's
Stock Options being referred to herein collectively as the "Option
Shares"). Except as set forth on Schedule A, all such Stock Options
are fully vested and freely exercisable by such Stockholder to
acquire any and all such Option Shares at any time at his option.
(b) POWER; BINDING AGREEMENT. Such Stockholder has all
requisite legal capacity, power and authority to enter into and
perform all of such Stockholder's obligations under this
Agreement. The execution, delivery and performance of this
Agreement by such Stockholder will not violate any other agreement
to which such Stockholder is a party or by which such Stockholder
is bound including, without limitation, any voting agreement,
stockholders agreement, voting trust or other agreement. This
Agreement has been duly and validly authorized, executed and
delivered by such Stockholder and constitutes a valid and binding
agreement of such Stockholder, enforceable against such Stockholder
in accordance with its terms. There is no beneficiary of or holder
of a voting trust certificate whose consent is required for the
execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby. If such Stockholder is married
and such Stockholder's Shares constitute community property or
otherwise require spousal or other approval for this Agreement to
be legal, valid and binding, this Agreement has been duly
authorized, executed and delivered by, and constitutes a valid and
binding agreement of, such Stockholder's spouse, enforceable
against such person in accordance with its terms.
(c) NO CONFLICTS. Except for filing under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended
(the "HSR Act") and other filings disclosure on the Disclosure
Schedule, if applicable, (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 such Stockholder
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Stockholders Agreement
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and the consummation by such Stockholder of the transactions
contemplated hereby and (ii) neither the execution and delivery of
this Agreement by such Stock holder nor the consummation by such
Stockholder of the transactions contemplated hereby nor compliance
by such Stockholder with any of the provisions hereof shall (A)
conflict with or result in any breach of the applicable organization
documents applicable to such Stockholder, (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, modification, prepayment or acceleration)
under any of the terms, conditions or provisions of any note, 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 such Stock holder's properties or assets may
be bound or (C) violate any order, writ, injunction, decree,
judgment, statute, rule, regulation or governmental permit or
license applicable to such Stockholder or any of such Stockholder's
properties or assets.
(d) Such Stockholder's Shares and the certificates
representing such Shares are now and at all times during the term
hereof will be held by such Stockholder, or by a nominee or
custodian for the benefit of such Stockholder, free and clear of all
liens, claims, security interests, proxies, voting trusts or
agreements, understandings, arrangements or any other encumbrances
whatsoever, except for any such encumbrances or proxies arising
hereunder.
(e) No broker, investment banker, financial adviser or
other Person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or
on behalf of such Stockholder.
(f) Such Stockholder understands and acknowledges that
Parent is entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement.
2. AGREEMENT TO TENDER. Each Stockholder hereby irrevocably
agrees to duly tender all of the Shares of such Stockholder pursuant to the
terms of the Offer and not to withdraw such Shares prior to the expiration of
the Offer.
3. AGREEMENT TO VOTE; PROXY.
(a) VOTING. Each Stockholder hereby severally as to itself
agrees that, during the time this Agreement is in effect, at any meeting of the
stockholders of the Company, however called, or in connection with any written
consent of the stockholders of the Company, such Stockholder shall vote (or
cause to be voted) the Shares of such
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Stockholders Agreement
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Stockholder (i) in favor of the Merger, the execution and delivery by the
Company of the Merger Agreement and the approval of the terms thereof and each
of the other actions contemplated by the Merger Agreement and this Agreement and
any actions required in furtherance hereof and thereof; (ii) against any action
or agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement, the Offer or this Agreement; and (iii) except as specifically
requested in writing by Parent in advance, against the following actions (other
than the Merger and the transactions contemplated by the Merger Agreement): (A)
any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or its subsidiaries; (B) a
sale, lease or transfer of a material amount of assets of the Company or its
subsidiaries or a reorganization, recapitalization, dissolution, liquidation or
winding up of the Company or any of its subsidiaries; (C) any change in the
board of directors of the Company; (D) any change in the present capitalization
of the Company or any amendment of the Company's Certificate of Incorporation;
(E) any other material 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 materially adversely
affect the Merger, the transactions contemplated by the Merger Agreement or this
Agreement or the contemplated economic benefits of any of the foregoing. Such
Stockholder shall not enter into any agreement or understanding with any Person
prior to the Termination Date (as defined in Section 9 hereof) to vote in any
manner inconsistent with clause (i), (ii) or (iii) of the preceding sentence.
(b) PROXY. EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS
PURCHASER, XXXX X. XXXXXXX AND XXXX X. XXXXXXX IN THEIR RESPECTIVE CAPACITIES
AS OFFICERS OF PURCHASER, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY
SUCH OFFICE OF PURCHASER, AND ANY OTHER DESIGNEE OF PURCHASER, EACH OF THEM
INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE)
PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES
AS INDICATED IN SECTION 3(a) ABOVE. EACH STOCKHOLDER INTENDS THIS PROXY TO BE
IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL
TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE
NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY
PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO SUCH STOCKHOLDER'S
SHARES.
4. CERTAIN COVENANTS OF STOCKHOLDERS. Except in accordance with the
terms of this Agreement, each Stockholder hereby severally as to itself
covenants and agrees as follows:
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Stockholders Agreement
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(a) NO SOLICITATION. Subject to the last sentence of this Section
4(a), such Stockholder shall not, directly or indirectly (including through
advisors, agents or other intermediaries), initiate, solicit, negotiate,
encourage or provide confidential information to facilitate any proposal or
offer by any Person that constitutes or could reasonably be expected to lead to
an Acquisition Transaction. If such Stockholder receives any such inquiry or
proposal, then such Stockholder shall promptly inform Parent of the terms and
conditions, if any, of such inquiry or proposal and the identity of the Person
making it. Subject to the last sentence of this Section 4(a), such Stockholder
will immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing. Nothing in this Section 4(a) shall restrict or limit
the ability of any Stockholder who is an officer or director of the Company to
take or perform in such capacity any of the actions or do any of the things
that the Company is permitted to take or perform under Section 4.1(a) or 4.1(b)
of the Merger Agreement.
(b) RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE;
RESTRICTION ON WITHDRAWAL. Such Stockholder shall not, directly or indirectly:
(i) except pursuant to the terms of the Merger Agreement, the Offer and this
Agreement, offer for sale, sell, transfer, tender, pledge, hypothecate,
encumber, assign or otherwise dispose of (each such action, a "Disposition"),
enforce or permit the execution of the provisions of any agreement with the
Company whereby the Company may be obligated to repurchase, or enter into any
other contract, option or other arrangement or understanding with respect to,
or otherwise consent to a Disposition of any or all of such Stockholder's
Shares, Stock Options or Option Shares or any interest therein; (ii) except as
contemplated hereby, grant any proxies or powers of attorney, deposit any
Shares, Stock Options or Option Shares into a voting trust or enter into a
voting agreement with respect to any Shares, Stock Options or Option Shares; or
(iii) take any action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing such Stockholder's
obligations under this Agreement.
(c) WAIVER OF APPRAISAL AND DISSENTER'S RIGHTS. Such Stockholder
hereby waives any rights of appraisal or rights to dissent from the Merger that
such Stockholder may have.
5. Option. (a) Each Stockholder, severally as to itself and not
jointly, hereby grants to Purchaser an irrevocable option (the "Option") to
purchase (i) such Stockholder's Shares and (ii) all Option Shares underlying
all of such Stockholder's Stock Options, in each case on the terms and subject
to the conditions set forth herein.
(b) The Option may be exercised by Purchaser, as a whole with
respect to all Shares and not in part, at any time and from time to time from
and after any time
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Stockholders Agreement
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when the Merger Agreement is terminated in accordance with its terms, subject to
the conditions set forth in Section 5(f). In addition, the Option may be
exercised by Purchaser, as a whole with respect to all Option Shares and not in
part, at any time and from time to time following the earlier to occur of (i)
Purchaser's purchase of any Shares pursuant to the Offer and (ii) any time when
the Merger Agreement is terminated in accordance with its terms, in each case
subject to the conditions set forth in Section 5(f).
(c) If Purchaser wishes to exercise the Option, Purchaser shall send
a written notice (the "Option Notice") to each Stockholder of its intention to
exercise the Option, specifying the place, and, if then known, the time and the
date (the "Closing Date") of the closing (the "Closing") of the purchase.
(d) At the Closing, each Stockholder shall deliver to Purchaser (or
its designee) certificates evidencing all of such Stockholder's Shares and
Option Shares, as the case may be, required to be delivered pursuant to the
Option Notice by delivery of the Shares and the Option Shares, as the case may
be, duly endorsed to Purchaser or accompanied by stock powers duly executed in
favor of Purchaser, with all necessary stock transfer stamps affixed; it being
understood and agreed that to the extent any Stockholder is required to
exercise his Stock Options in order to deliver the Option Shares to Purchaser,
such Stockholder will exercise such Stock Options in accordance with their
terms.
(e) At the Closing, Purchaser shall pay, and Parent shall cause
Purchaser to pay, to each Stockholder, by wire transfer in immediately
available funds to an account specified by such Stockholder in writing no more
than two days prior to the Closing, an amount equal to the product of the
Merger Consideration and the number of Shares and Option Shares purchased from
such Stockholder pursuant to the exercise of the Option.
(f) The Closing shall be subject to the satisfaction of each of the
following conditions:
(i) no court, arbitrator or governmental body, agency
or official shall have issued any order, decree or ruling and there
shall not be any statute, rule or regulation, restraining,
enjoining or prohibiting the consummation of the purchase and sale
of the Shares or the Option Shares, as the case may be, pursuant to
the exercise of the Option;
(ii) any waiting period applicable to the consummation
of the purchase and sale of the Shares or the Option Shares, as the
case may be, pursuant to the exercise of the Option under the HSR
Act shall have expired or been terminated; and
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Stockholders Agreement
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(iii) all actions by or in respect of, and any filing
with, any governmental body, agency, official, or authority required
to permit the consummation of the purchase and sale of the Shares
pursuant to the exercise of the Option shall have been obtained or
made and shall be in full force and effect.
6. FURTHER ASSURANCES.
(a) From time to time, at any party's request and
without further consideration, each other party shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
(b) By its execution of this Agreement, (a) each
Stockholder acknowledges that it has been afforded the opportunity to consult
with its legal counsel and financial advisors with respect to its investment
decision to execute this Agreement and (b) each Stockholder acknowledges that
it has been afforded the opportunity to discuss the Merger Agreement with
representatives of Parent. Each Stockholder further acknowledges that it has
otherwise investigated this matter to its full satisfaction and will not seek
rescission or revocation of this Agreement or seek to withdraw or revoke any
vote, irrevocable proxy or irrevocable instruction delivered by it or on its
behalf in connection therewith.
7. OBLIGATIONS ATTACH TO SHARES. Each Stockholder
agrees that this Agreement and the obligations hereunder shall attach to such
Stockholder's Shares and shall be binding upon any Person to which legal or
beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise.
8. STOP TRANSFER. Each Stockholder agrees with, and
covenants to, Parent that such Stockholder shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with the Offer or this Agreement. Each
Stockholder agrees, with respect to any Shares in certificated form, that such
Stockholder will submit to the Company, within ten business days after the date
hereof, the certificates representing such Shares in order for the Company to
inscribe upon such certificates the following legend: "The shares of Common
Stock, par value $.05 per share, of Defiance, Inc. (the "Company") represented
by this certificate are subject to a Stockholders Agreement dated as of January
7, 1999, and may not be sold or otherwise transferred, except in accordance
therewith. Copies of such Agreement may be obtained at the principal executive
offices of the Company." Each Stockholder agrees that within ten business days
after the date hereof, such Stockholder will no longer hold any Shares, whether
certificated or uncertificated, in "street name" or in the name of any nominee.
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Stockholders Agreement
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9. TERMINATION. This Agreement shall terminate upon
the earlier of (a) the Effective Time, (b) if (i) the Company terminates the
Merger Agreement pursuant to Section 6.1(i) thereof, (ii) the Purchaser
terminates the Merger Agreement pursuant to Section 6.1(f) or 6.1(h) thereof at
any time after a proposal for an Acquisition Transaction has been made or
(iii) the Company or the Purchaser terminates the Merger Agreement pursuant to
Section 6.1(b), 6.1(c) or 6.1(e) thereof at any time after a proposal for an
Acquisition Transaction has been made, twelve (12) months after any such
termination, provided, however, that if the Purchaser has exercised the Option
pursuant to Section 5(c) hereof prior to such date but the Closing has not
occurred prior to such date, this Agreement shall terminate immediately after
the Closing, and (c) if the Merger Agreement is terminated under any
circumstances not mentioned in clause (b) of this Section 9, the date the
Merger Agreement is terminated. The date of termination of this Agreement is
referred to herein as the "Termination Date".
10. MISCELLANEOUS.
(a) ENTIRE AGREEMENT; ASSIGNMENT. This Agreement (i)
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof and (ii) shall not be assigned by operation of law or otherwise without
the prior written consent of (A) in the case of an assignment by a Stockholder,
Parent and (B) in the case of an assignment by Parent or Purchaser, the
Company, provided that Parent may in its sole discretion assign its rights and
obligations hereunder to any of its direct or indirect wholly-owned
subsidiaries.
(b) AMENDMENTS. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a
written agreement executed the parties hereto; PROVIDED, HOWEVER, that Schedule
A may be supplemented by Parent without the agreement of any other party, by
adding the name and other relevant information concerning any stockholder of
the Company who agrees to be bound by the terms of this Agreement, and
thereafter such added stockholder shall be treated as a "Stockholder" for all
purposes of this Agreement.
(c) NOTICES. All notices and other communications
under this Agreement shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, facsimile,
telex or other standard form of telecommunications, by courier service, or by
registered or certified mail, postage prepaid, return receipt requested,
addressed
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Stockholders Agreement
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If to Parent or Purchaser, to it:
c/o The General Chemical Group Inc.
Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Secretary
With a copy to:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxx Xxxxxx, Esq.
If to a Stockholder, to such Stockholder's address or
facsimile number set forth in Schedule A hereto,
or to such other address or facsimile number as the Person to whom notice is
given shall have previously furnished to the others in writing in the manner set
forth above.
(d) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
(e) 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.
(f) COUNTERPARTS. This Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an
original, but all of which when taken together shall constitute one and the
same Agreement.
(g) DESCRIPTIVE HEADINGS. The descriptive headings
used herein are inserted for convenience of reference only and are not intended
to be part of or to affect the meaning or interpretation of this Agreement.
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Stockholders Agreement
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(h) SEVERABILITY. Whenever possible, each
provision or portion of any provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law but if any
provision or portion of any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be re formed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.
(i) DEFINITIONS; CONSTRUCTION. For purposes of
this Agreement:
(i) "beneficially own" or "beneficial ownership" with
respect to any securities shall mean 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 other Persons with whom such Person would
constitute a "group" as described in Section 13(d)(3) of the
Exchange Act.
(ii) In the event of a stock dividend or distribution,
or any change in the Common Stock by reason of any stock dividend,
split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the
Shares as well as all such stock dividends and distributions and any
shares into which or for which any or all of the Shares may be
changed or exchanged.
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Stockholders Agreement
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IN WITNESS WHEREOF, Parent, Purchaser and each
Stockholder have caused this Agreement to be duly executed as of the day and
year first above written.
NEW HAMPSHIRE OAK, INC.
BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
DN ACQUISITION CORPORATION
BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
/s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx, XX
--------------------------------------
Xxxxxx X. Xxxxxxxx, XX
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxx
--------------------------------------
Xxxx X. Xxx
/s/ Xxxxxx X. Xxxxx III
--------------------------------------
Xxxxxx X. Xxxxx III
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Lock
--------------------------------------
Xxxxxxx X. Lock
Stockholders Agreement
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/s/ Xxxxxxxx Xxxxxxxxxx
--------------------------------------
Xxxxxxxx Xxxxxxxxxx
/s/ Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxx Xxxxx
--------------------------------------
Xxxx Xxxxx
/s/ Xxxxx Xxxxxxx
--------------------------------------
Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxx
--------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxxx
--------------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxxx
--------------------------------------
Xxxxx Xxxxxxxx
/s/ Xxxxxxxx Xxxxxxxxxx
--------------------------------------
Xxxxxxxx Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Xxxxxx Xxxxxxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Stockholders Agreement
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Schedule A
Shares Underlying
Existing Shares Stock-Options Total
------------------------------------- ------------------------------- -------------------
Owned Owned
Directly Indirectly Vested Unvested
---------------- -------------------- --------------- ---------------
Xxxxx X. Xxxxxx 422,446 14,900 82,682 60,800 580,828
Xxxxxx X. Xxxxxxxx XX 117,613 53,273 6,000 2,000 178,886
Xxxxxxx X. Xxxxx 5,210 -- 23,744 22,242 51,396
Xxxxx X. Xxxxxxxx 8,888 -- 6,000 2,000 16,888
Xxxx X. Xxx 10,000 -- 2,000 2,000 14,000
Xxxxxx X. Xxxxx III 5,000 -- 6,000 2,000 13,000
Xxxxx X. Xxxxxxxx 3,000 1,000 6,000 2,000 12,000
Xxxxxxx X. Lock 4,000 -- 6,000 2,000 12,000
Xxxxxxxx Xxxxxxxxxx -- -- -- 10,000 10,000
Xxxxx X. Xxxxxx 3,300 -- 3,250 1,750 8,300
Xxxx X. Xxxxxxx 3,000 -- -- 2,000 5,000
Xxxx Xxxxx -- -- 2,750 8,250 11,000
Xxxxx X. Xxxxxxx 25,000 5,000 5,500 2,000 37,500
Xxxxxxx X. Xxxxxx 15,341 -- 26,230 20,583 62,154
Xxxxxxx X. Xxxxxxx -- -- 6,250 4,750 11,000
Xxxxx X. Xxxxxxxx -- -- -- 2,000 2,000
Xxxxxxxx X. Xxxxxxxxxx -- 1,000 -- 15,000 16,000
Xxxxxx X. Xxxxxxxxxx 300 -- 250 1,750 2,300
Xxxxxxx X. Xxxxxxx -- -- 418 1,917 2,335
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623,098 75,173 183,074 165,042 1,046,587
Stockholders Agreement
