STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT, dated as of December 20, 1999 (this
"Agreement"), is made and entered into among Honeywell International Inc., a
Delaware corporation ("Parent"), HII-2 Acquisition Corp., a Delaware corporation
and wholly owned subsidiary of Parent ("Purchaser"), and the stockholders
identified on the signature page hereof ("Stockholders").
RECITALS:
A. Parent, Purchaser and Pittway Corporation, a Delaware corporation
("Company"), propose to enter into an Agreement and Plan of Merger, dated as of
the date hereof (the "Merger Agreement"), pursuant to which the Purchaser will
merge with and into Company (the "Merger") on the terms and subject to the
conditions set forth in the Merger Agreement. Except as otherwise defined
herein, terms used herein with initial capital letters have the respective
meanings ascribed thereto in the Merger Agreement.
B. As of the date hereof, Stockholders, in the aggregate,
beneficially own and are entitled to dispose of (or to direct the disposition
of) and to vote (or to direct the voting of) the shares of Class A Stock, of the
par value of $1.00 per share (the "Class A Shares"), of Company and the shares
of Common Stock, of the par value of $1.00 per share ("Common Stock"), of
Company identified on Appendix A hereto (the shares of Common Stock and the
shares of Class A Stock are sometimes referred to together as the "Shares" and
such Shares, together with any other shares of capital stock of Company the
beneficial ownership of which is acquired by Stockholders during the period from
and including the date hereof through and including the earlier of (i) the
expiration of the Option Period (as defined herein) and (ii) the expiration of
this Agreement, but less approximately 250,000 shares in the aggregate which are
identified on Appendix A as being reserved for charitable contributions and are
thus outside the coverage of this Agreement, are collectively referred to herein
as "Subject Shares").
C. Pursuant to the Merger Agreement, Purchaser shall commence a cash
tender offer (the "Offer") to purchase at a price of $45.50 per Share all
outstanding Shares, including all of the Subject Shares.
D. As a condition and inducement to Parent's and Purchaser's
willingness to enter into the Merger Agreement, Parent and Purchaser have
requested that Stockholders agree, and Stockholders have agreed, to enter into
this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in this
Agreement and the Merger Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
AGREEMENT TO TENDER
Section 1.1 Agreement to Tender. Promptly following the commencement
of the Offer, Stockholders shall tender, in accordance with the terms of the
Offer, all Subject Shares then owned by them. Stockholders shall not withdraw
from the Offer any Subject Shares tendered pursuant to the Offer unless and
until the Merger Agreement is terminated.
ARTICLE II
OPTION
Section 2.1 (a) Grant of Option. Stockholders hereby grant to Parent
an irrevocable option (the "Option") to purchase the Subject Shares on the terms
and subject to the conditions set forth herein, at a price per Subject Share
equal to $45.50 in cash or any higher price paid or to be paid by Parent and
Purchaser pursuant to the Offer (such price being referred to as the "Option
Consideration").
(b) When Option Exercisable. The Option shall become exercisable
(unless earlier terminated) from and after the time and date of the Option
Triggering Event. The "Option Triggering Event" is the first to occur of the
following: (x) the termination by the Company of the Merger Agreement pursuant
to Section 7.1(c)(ii) other than a termination, prior to 5:00 p.m. (New York
time) on February 20, 2000, in connection with a Superior Proposal (as
hereinafter defined) from any party (or an affiliate of such party) which made
an Acquisition Proposal or gave an Indication of Interest prior to 12:00 p.m.
(New York time) on February 3, 2000 (such time and date, the "Initial Offer
Expiration Date"), (y) the termination by Parent of the Merger Agreement
pursuant to Section 7.1(d)(iii) other than a termination, prior to 5:00 p.m.
(New York time) on February 20, 2000, in connection with a Superior Proposal
from any party (or an affiliate of such party) which made an Acquisition
Proposal or gave an Indication of Interest prior to the Initial Offer Expiration
Date, (z) the termination by the Company or Parent of the Merger Agreement
pursuant to Section 7.1(b)(i) if prior to such termination there shall have been
publicly announced an Acquisition Proposal that is financially superior to the
Offer and Merger (either at the time it is made or at any time prior to the
termination of the Merger Agreement) or Indication of Interest (a "Superior
Proposal") and (zz) the termination by Parent of the Merger Agreement pursuant
to Section 7.1(d)(ii) as a result of the Company's willful material breach of a
covenant in the Merger Agreement if prior to such breach the Company shall have
received a Superior Proposal.
(c) When Option Terminates. The Option shall terminate (whether or
not it shall have become exercisable) on the time and date of the first to occur
of the following: (x) the purchase of Shares in the Offer, (y) any termination
of the Merger Agreement on or prior to the Initial Offer Expiration Date, (z)
the termination of the Merger Agreement after the Initial Offer Expiration Date
other than in connection with an Option Triggering Event, (zz) 100 days after
the beginning of the Option
Period and (zzz) the Initial Offer Expiration Date if, as of such date, there
shall have been no publicly announced Acquisition Proposal or Indication of
Interest and all conditions, other than the Minimum Condition, shall have been
satisfied. The period beginning at the time and date the Option shall become
exercisable and ending on the time and date the Option shall terminate is
referred to herein as the "Option Period."
Section 2.2 Exercise of Option. (a) Parent may exercise the Option,
in whole but not in part, at any time during the Option Period. Notwithstanding
anything in this Agreement to the contrary, Parent shall be entitled to purchase
all Subject Shares in accordance with the terms hereof during the Option Period,
and the expiration of the Option Period shall not affect any rights hereunder
which by their terms do not terminate or expire prior to or as of such
expiration.
(b) If Parent wishes to exercise the Option, it shall deliver to
Stockholders a written notice (an "Exercise Notice") to that effect which
specifies a date (an "Option Closing Date") (not earlier than three business
days after the date such Exercise Notice is delivered and not later than the
last day of the Option Period) for the consummation of the purchase and sale of
such Subject Shares (an "Option Closing"). If the Option Closing cannot be
effected on the Option Closing Date specified in the Exercise Notice by reason
of a preliminary or final injunction or any other applicable judgment, decree,
order, law or regulation, or because any applicable waiting period under the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), shall not have expired or been terminated, the Option Closing Date
specified in the Exercise Notice shall be extended to the fifth business day
following the elimination of all such impediments but in no event shall the
Option Closing Date be later than the last day of the Option Period. The place
of the Option Closing shall be at the offices of Skadden, Arps, Slate, Xxxxxxx &
Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and the time of the Option
Closing shall be 10:00 a.m. (New York Time) on the Option Closing Date.
Section 2.3 Payment and Delivery of Certificates. At the Option
Closing, Parent shall pay to Stockholders the Option Consideration payable in
respect of the Subject Shares to be purchased from Stockholders at the Option
Closing, and Stockholders shall deliver to Parent such Subject Shares, free and
clear of all Liens, with the certificate or certificates evidencing such Subject
Shares being duly endorsed for transfer by Stockholders and accompanied by all
powers of attorney and/or other instruments necessary to convey valid and
unencumbered title thereto to Parent, and shall, to the extent permissible,
assign to Parent (pursuant to a written instrument in form and substance
satisfactory to Parent) all rights that Stockholders may have to require Company
to register such Subject Shares under the Securities Act of 1933, as amended
(the "Securities Act"). Transfer taxes, if any, imposed solely as a result of
the exercise of the Option shall be borne by Purchaser.
Section 2.4 Rescission of Exercise. If the Option is exercised and,
for any reason, neither Purchaser nor any third-party shall have acquired 100%
of the Shares by a date which is nine months after such exercise at a price per
Share equal to or greater than the Option Consid-
eration, then at the election of all of the Stockholders (upon five-days notice
given within ten months after such exercise) the Option exercise shall be
rescinded. Upon any such rescission, the Stockholders shall return to Parent the
aggregate Option Consideration (plus investment income, if any, realized
thereon) and Parent shall return to the Stockholders the Subject Shares free and
clear of any encumbrances, etc. (plus any dividends (and investment income, if
any, realized thereon)). Throughout the period during which the Option is
subject to rescission, Parent and Purchaser shall take no action which would (i)
adversely affect the voting rights in respect of the Subject Shares, but Parent
shall be entitled to exercise full voting rights related to the Subject Shares
or (ii) cause the Company to make or pay any special dividends or distributions.
The foregoing notwithstanding, the provisions of this Section 2.4 shall not
apply if Purchaser or one of its affiliates makes, following the exercise of the
Option and during such nine month period, an offer to all holders of Shares to
purchase any or all of their Shares at a price per Share equal to or greater
than the Option Consideration, which offer shall be subject to no conditions
other than the absence of an injunction.
Section 2.5 Adjustment upon Changes in Capitalization, Etc. In the
event of any change in the capital stock of Company by reason of a stock
dividend, split-up, merger, recapitalization, combination, exchange of shares,
extraordinary distribution or similar transaction, the type and number or amount
of shares, securities or other property subject to the Option, and the Option
Consideration payable therefor, shall be adjusted appropriately, and proper
provision shall be made in the agreements governing such transaction, so that
Parent shall receive upon exercise of the Option the type and number or amount
of shares, securities or property that Parent would have retained and/or been
entitled to receive in respect of the Subject Shares if the Option had been
exercised immediately prior to such event relating to Company or the record date
therefor, as applicable. The provisions of this Section 2.4 shall apply in a
like manner to successive stock dividends, split-ups, mergers,
recapitalizations, combinations, exchanges of shares or extraordinary
distributions or similar transactions.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Certain Representations and Warranties of Stockholders.
Stockholders represent and warrant to Parent and Purchaser as follows:
(a) Ownership. Stockholders are the sole record and beneficial owner
of the Class A Shares and the shares of Common Stock identified on Appendix A
hereto and have, in the aggregate, full and unrestricted power to dispose of and
to vote such Shares, subject to applicable securities laws. Stockholders do not
beneficially own any securities of Company on the date hereof other than such
Shares (excluding for these purposes any Shares subject to unexercised stock
options and other awards under Company plans). Stockholders, in the aggregate,
together with Xxxxxxx Xxxxxx Investors, Inc. in its capacity as investment
advisor, have
sole voting power and sole power to issue instructions with respect to the
matters set forth in Articles I and II hereof, sole power of disposition, sole
power of conversion, 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 Subject Shares with no limitations, qualifications or
restrictions on such rights, subject to applicable securities laws and the terms
of this Agreement. As of the date hereof, the Subject Shares entitle the holders
thereof to cast not less than 4,488,330 votes and a majority of the votes
entitled to be cast by all holders of Common Stock.
(b) Power and Authority; Execution and Delivery. Each Stockholder
has all requisite legal capacity, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement by Stockholders and the consummation by
Stockholders of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of Stockholders. This Agreement has been
duly executed and delivered by Stockholders and, assuming that this Agreement
constitutes the valid and binding obligation of the other parties hereto,
constitutes a valid and binding obligation of Stockholders, enforceable against
Stockholders in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and to general principles of
equity.
(c) No Conflicts. The execution and delivery of this Agreement do
not, and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Stockholders or (ii) conflict with,
result in a breach or violation of or default (with or without notice or lapse
of time or both) under, or give rise to a material obligation, a right of
termination, cancellation, or acceleration of any obligation or a loss of a
material benefit under, or require notice to or the consent of any person under
any agreement, instrument, undertaking, law, rule, regulation, judgment, order,
injunction, decree, determination or award binding on Stockholders, other than
any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) impair the ability of
Stockholders to perform Stockholders' obligations under this Agreement or (ii)
prevent or delay the consummation of any of the transactions contemplated
hereby.
(d) No Encumbrances. Except as applicable in connection with the
transactions contemplated by the Recitals hereto or Article II hereof, the
Subject Shares and the certificates representing the Subject Shares are now, and
at all times during the term hereof will be, held by Stockholders, or by a
nominee or custodian for the benefit of Stockholders, free and clear of all
liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever ("Liens"),
except for any such encumbrances arising hereunder. Upon exercise of the Option,
Parent shall acquire the Subject Shares, free and clear of all Liens.
(e) No Finder's Fees. No broker, investment banker, financial
advisor 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
Stockholders.
Section 3.2 Representations and Warranties of Parent and Purchaser.
Parent and Purchaser hereby represent and warrant to Stockholders that:
(a) Power and Authority; Execution and Delivery. Parent and
Purchaser each has all requisite legal capacity, corporate power and authority
to enter into this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Parent and Purchaser and
the consummation by Parent and Purchaser of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and Purchaser. This Agreement has been duly executed and delivered by
Parent and Purchaser and, assuming that this Agreement constitutes the valid and
binding obligation of Stockholders, constitutes a valid and binding obligation
of Parent and Purchaser, enforceable against Parent and Purchaser in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity.
(b) No Conflicts. The execution and delivery of this Agreement do
not, and, subject to compliance with the HSR Act, to the extent applicable, the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Parent or Purchaser or (ii) conflict
with, result in a breach or violation of or default (with or without notice or
lapse of time or both) under, or give rise to a material obligation, right of
termination, cancellation, or acceleration of any obligation or a loss of a
material benefit under, or require notice to or the consent of any person under
any agreement, instrument, undertaking, law, rule, regulation, judgment, order,
injunction, decree, determination or award binding on Parent or Purchaser, other
than any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) impair the ability of
Parent and Purchaser to perform their obligations under this Agreement or (ii)
prevent or delay the consummation of any of the transactions contemplated
hereby.
(c) Purchase Not for Distribution. The Option and the Subject Shares
to be acquired upon exercise of the Option are being and shall be acquired by
Parent without a view to public distribution thereof otherwise than in
compliance with the Securities Act and applicable state securities laws and
shall not be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act and in
compliance with applicable state securities laws and except in compliance with
Sections 2.4 and 5.7 hereof.
ARTICLE IV
CERTAIN COVENANTS
Section 4.1 Certain Covenants of Stockholders.
(a) Restriction on Transfer of Subject Shares, Proxies and
Noninterference. From and after the date hereof and prior to expiration of the
Option Period, Stockholders shall not, directly or indirectly: (A) except
pursuant to the terms of this Agreement and for the tender of Subject Shares in
the Offer and for sales, transfers and gifts to other Stockholders which do not
affect the status of the Subject Shares hereunder, offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Subject Shares; (B) except
pursuant to the terms of this Agreement, grant any proxies or powers of attorney
(other than in connection with the Company's year 2000 annual meeting or to
facilitate performance hereunder), deposit any of the Subject Shares into a
voting trust or enter into a voting agreement with respect to any of the Subject
Shares; or (C) willfully take any action that would make any representation or
warranty contained herein untrue or incorrect or have the effect of impairing
the ability of Stockholders to perform Stockholders' obligations under this
Agreement or preventing or delaying the consummation of any of the transactions
contemplated hereby or by the Merger Agreement, except as permitted by this
Agreement.
(b) Releases. Each Stockholder hereby fully, unconditionally and
irrevocably releases, effective as of the Effective Time, any and all claims
(other than claims for dividends) and causes of action that Stockholder has or
may have, in its capacity as a stockholder of Company, against Company or any of
its Subsidiaries or any present or former director, officer, employee or agent
of Company or any of its Subsidiaries (collectively, the "Released Parties")
arising or resulting from or relating to any act, omission, event or occurrence
prior to the Effective Time.
(c) No Solicitation. Each Stockholder shall not, in its capacity as
a Stockholder, directly or indirectly, encourage, solicit or initiate
discussions or negotiations with any person or entity (other than Parent or any
affiliate of Parent) concerning any business combination merger, tender offer,
exchange offer, sale of assets, sale of shares of capital stock or debt
securities or similar transactions involving Company or any Subsidiary, division
or operating or principal business unit of Company. If any Stockholder receives
any inquiry or proposal with respect thereto, then such Stockholder shall
promptly inform Parent of the existence thereof. Prior to the beginning of the
Option Period, the Stockholders, in their capacity as Stockholders, may respond
to any such inquiry or proposal; after the beginning of the Option Period, the
Stockholders shall not respond to any such inquiry or proposal. Each Stockholder
will immediately cease and cause to be terminated existing activities,
discussions or negotiations (if any) with any parties conducted heretofore with
respect to any of the foregoing. Nothing contained herein
shall prohibit any Stockholder from acting in its capacity as an officer and/or
director. Actions taken in conformity with this subsection (c) shall not be a
violation of subsection (a).
(d) Reliance by Parent. Each Stockholder understands and
acknowledges that Parent and Purchaser are entering into the Merger Agreement in
reliance upon the Stockholders' execution and delivery of this Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.1 Fees and Expenses. Each party hereto shall pay its own
expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby.
Section 5.2 Amendment; Termination. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto. This Agreement shall terminate at the end of the Option Period
(other than the provisions of Section 1.1 which shall terminate in accordance
with its terms) or, if the Merger Agreement is terminated prior to Initial Offer
Expiration Date, upon the termination of the Merger Agreement. Notwithstanding
the foregoing, the obligations of Parent under Section 5.12 shall survive any
termination of this Agreement.
Section 5.3 Extension; Waiver. Any agreement on the part of a party
to waive any provision of this Agreement, or to extend the time for any
performance hereunder, shall be valid only if set forth in an instrument in
writing signed on behalf of such party. The failure of any party to this
Agreement to assert any of its rights under this Agreement or otherwise shall
not constitute a waiver of such rights.
Section 5.4 Entire Agreement; No Third-Party Beneficiaries. This
Agreement constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement, and is not intended to confer upon any person
other than the parties any rights or remedies; provided, however, that the
provisions of Section 4.1(b) are intended to inure to the benefit of, and to be
enforceable by, the Released Parties.
Section 5.5 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict of
laws thereof.
Section 5.6 Notices. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally, or sent by overnight courier or telecopy
(providing proof of delivery) to the address set forth below (or, in each case,
at such other address as shall be specified by like notice).
If to Parent or Purchaser:
Honeywell International Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Office of the General Counsel
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
If to Stockholders: The persons identified on Appendix B hereto.
Section 5.7 Assignment. Neither this Agreement nor any of the
rights, interests, or obligations under this Agreement may be assigned or
delegated, in whole or in part, by operation of law or otherwise, by
Stockholders (other than transfers permitted by clause (A) of Section 4.1(a)
hereof) without the prior written consent of Parent, or by Parent (other than to
a direct or indirect wholly-owned subsidiary) without the prior written consent
of the Stockholders, and any such assignment or delegation that is not consented
to shall be null and void. Subject to the preceding sentence, this Agreement
shall be binding upon, inure to the benefit of, and be enforceable by, the
parties and their respective successors and assigns (including without
limitation any person to whom any Subject Shares are sold, transferred, assigned
or passed, whether by operation of law or otherwise and no such sale, transfer,
assignment or passing shall relieve a Stockholder of its obligations hereunder).
Section 5.8 Confidentiality. Stockholders recognize that successful
consummation of the transactions contemplated by this Agreement may be dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, Stockholders hereby agree not to
disclose or discuss such matters with anyone not a party to this Agreement
(other than its counsel and advisors, if any) without the prior written consent
of Parent, except for filings required pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, or disclosures
its counsel advises are necessary in order to fulfill its obligations imposed by
law. In such event, Stockholders will, to the extent reasonably practicable,
notify and consult with Parent concerning any such disclosure. Nothing contained
herein shall prohibit any Stockholder from acting in its capacity as an officer
and/or director.
Section 5.9 Further Assurances. Stockholders shall execute and
deliver such other documents and instruments and take such further actions as
may be necessary or appropriate or as may be reasonably requested by Parent or
Purchaser in order to ensure that Parent and Purchaser receive the full benefit
of this Agreement.
Section 5.10 Enforcement. 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. Accordingly,
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 the Court of Chancery in and for New Castle County in the
State of Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware), this being in addition to any other remedy to which they are entitled
at law or in equity. Each of the parties hereto (i) shall submit itself to the
personal jurisdiction of the Court of Chancery in and for New Castle County in
the State of Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware) in the event any dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court,
and (iii) shall not bring any action relating to this Agreement or any of the
transactions contemplated hereby in any court other than the Court of Chancery
in and for New Castle County in the State of Delaware (or, if such court lacks
subject matter jurisdiction, any appropriate state or federal court in New
Castle County in the State of Delaware).
Section 5.11 Severability. Whenever possible, each provision or
portion of any provision of this Agreement shall 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 shall not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
Section 5.12 Limited Indemnity. Parent shall indemnify the
Stockholders against any reasonable legal expenses (but not against liability)
incurred by all such Stockholders, in their capacity as such, as a result of any
litigation (or threat of litigation) directly or indirectly related to this
Agreement up to $100,000 in the aggregate and one-half of any such expenses in
excess of $100,000.
Section 5.13 Several and Not Joint. The obligations of, and
representations and warranties made by, each Stockholder shall be several and
not joint and shall relate only to the Shares beneficially owned by such
Stockholder.
Section 5.14 Preservation of Special Voting Rights. To the extent
that the terms of this Agreement would cause the shares of Common Stock to lose
their special voting rights, the terms of this Agreement shall be deemed
modified ab initio, in whole or in part, to the extent, but only to the extent,
necessary so that the shares of Common Stock do not lose their special voting
rights.
Section 5.15 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.
Section 5.16 Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same instrument
and shall become effective when one or more counterparts have been signed by
each party and delivered to the other parties.
[signature page follows]
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.
HONEYWELL INTERNATIONAL INC.
By:____________________________________
Name:
Title: General Counsel
HII-2 ACQUISITION CORP.
By:_____________________________________
Name:
Title:
STOCKHOLDERS:
XXXXXXX XXXXXX INVESTORS, INC.
By:_____________________________________
Name:
Title:
Appendix A
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Page 1 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Bern, LP 417,180 417,180 417,180 22,822
St. Louis, LP 530,808 530,808 530,808 29,039
Xxxxxx Xxxxx Trust 59,324 59,324 59,324 3,245
Xxxxxx Xxxxx 58,190 58,190 58,190 3,183
Xxxxx Xxxxxx 10,360 10,360 10,360 567
Xxxx Xxxxxx 10,768 10,768 10,768 589
Xxxxxxx Xxxxxx 9,790 9,790 9,790 536
Xxxxxx Xxxxxx 7,390 7,390 7,390 404
Xxxx Xxxxxx 1,508 1,508 1,508 00
X.Xxxxxx Xx fbo Xxxxx 39,120 39,120 39,120 2,140
X.Xxxxxx Tr fbo Xxxx 39,120 39,120 39,120 2,140
X.Xxxxxx Tr fbo Xxxxxxx 39,120 39,120 39,120 2,140
X.Xxxxxx Tr fbo Xxxxxx 39,120 39,120 39,120 2,140
X.Xxxxxx Tr fbo Xxxx 39,120 39,120 39,120 2,140
X.Xxxxxx Tr fbo Xxxx 488 488 488 00
X.Xxxxxx Xx fbo Xxxx X. 4,890 4,890 4,890 268
R.Xxxxxx XX Trust A 17,300 17,300 17,300 000
X.Xxxxxx XX Xxxxx X 17,300 17,300 17,300 946
R.Xxxxxx XX Trust C 17,300 17,300 17,300 946
Xxxxx Xxxxx Trust 34,702 34,702 34,702 1,898
Xxxx X. Xxxxxxx Xxxx 109,682 109,682 109,682 6,000
Xxxxxxxx X. Xxxxxxx 39,740 39,740 39,740 2,174
Xxxxx X. Xxxxxxx 102,186 102,186 102,186 5,590
Xxxxxx X. Xxxxxxx 131,258 131,258 131,258 7,180
Appendix A
----------
Page 2 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Wilikenia, LP 495,506 495,506 495,506 27,107
Tr u/w Xxxxxxx fbo
X.X. Xxxxxxx 5,946 5,946 5,946 325
Tr u/w Xxxxxxx fbo
X.X. Xxxxxxx 5,940 5,940 5,940 325
Xxxxxx Xxxx Xx. 8,880 8,880 8,880 486
Xxxxxx Xxxxxx Foundation 36,000 36,000 36,000 1,970
Xxxx Xxxxxx Rev. Trust 6,000 6,000 6,000 328
Xxxxxx Foundation 660,934 660,934 660,934 36,157
Xxx Xxxxxx Inv. Trust 3,020 3,020 3,020 000
X.Xxxxxx Xx fbo X.Xxxxxx 1,956 1,956 1,956 000
X.Xxxxxx Xx fbo X.Xxxxxx 1,956 1,956 1,956 107
X.X.Xxxxxx 1976 Trust
fbo X. Xxxxxx 47,222 47,222 47,222 2,583
X.X.Xxxxxx 1976 Trust
fbo X. Xxxxxx 46,622 46,622 46,622 2,551
X.X.Xxxxxx 1975 Trust
fbo X. Xxxxxx 978 978 978 54
X.X.Xxxxxx 1975 Trust
fbo D. Xxxxxx Xxxxxx 978 978 978 54
Xxx Xxxxxxx Grand-
Children Trust 4,262 4,262 4,262 233
Xxx Xxxxxxx & June X.
Xxxxxxx Foundation 35,000 35,000 35,000 1,915
Appendix A
----------
Page 3 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
2029, LP 436,786 436,786 436,786 23,895
X.Xxxxxx Foundation A 16,667 16,667 16,667 912
The Summer Fund 33,333 33,333 33,333 1,824
Xxxxxx Xxxxxx Trust 452,030 452,030 452,030 24,729
King Harris Trust 427,340 427,340 427,340 23,378
King Harris 401K 39,633 39,633 39,633
Xxxxx X. Xxxxxx Trust 257,798 257,798 257,798 14,103
Xxxx Xxxx Agency Trust 280,619 280,619 280,619 15,352
Xxxxxxxxx X Xxxxxx Trust 341,970 341,970 341,970 18,708
Xxxxx X. Xxxxxx Trust
For Xxxx Xxxxxx 26,634 26,634 26,634 1,457
Xxxxx X. Xxxxxx Trust
For Xxxxxxx Xxxx 8,681 8,681 8,681 475
Xxxxx X. Xxxxxx Trust
For Xxxxx Xxxx 8,681 8,681 8,681 475
Xxxxx X. Xxxxxx Trust
For Xxxx Xxxx 8,680 8,680 8,680 475
Xxxxx X. Xxxxxx Trust
For Xxxxxx Xxxx 8,680 8,680 8,680 475
X.Xxxxxx Childrens Trust 81,662 81,662 81,662 4,467
Xxxx Xxxx Children's
Trust for X. Xxxx 15,860 15,860 15,860 868
Xxxx Xxxx Children's
Trust for X. Xxxx 15,860 15,860 15,860 868
Appendix A
----------
Page 4 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Xxxx Xxxx Children'
Trust for A. Paul 15,860 15,860 15,860 868
Xxxx Xxxx Children's
Trust for X. Xxxx 15,860 15,860 15,860 868
Xxx Xxxxxx Trust 48,843 48,843 48,843 2,672
Wm. J. Friend Trust 111,488 111,488 111,488 6,099
Wm. J. Friend 401K 2,538 2,538 2,538
Xxxxx Xxxxxx Trust 49,608 49,608 49,608 2,714
Xxxx X. Xxxxxx Trust 19,026 19,026 19,206 1,041
X. Xxxxxx Custodian
For Xxxxxxx Xxxx 7,004 7,004 7,004 383
X. Xxxxxx Custodian
For Xxxxx Xxxx 6,762 6,762 6,762 370
Resurgent Investors LP 29,160 29,160 29,160 1,595
X.X. Xxxxxx Family Fd
For X.X. Xxxxxx 61,383 61,383 61,383 3,358
X.X. Xxxxxx Family Fd
For S.C. Friend 61,383 61,383 61,383 3,358
King Harris Family Fd
For Xxxx Xxxxxx 186,552 186,552 186,552 10,205
Xxxx Xxxx Family Fd
For C.H. Paul 52,214 52,214 52,214 2,856
Appendix A
----------
Page 5 of 10
Pittway Corporation
Class A Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Xxxx Xxxx Family Fd
For X.X. Xxxx 52,214 52,214 52,214 2,856
Xxxx Xxxx Family Fd
For X.X. Xxxx 52,214 52,214 52,214 2,856
Xxxx Xxxx Family Fd
For X.X. Xxxx 52,214 52,214 52,214 2,856
--------- --------- --------- --------- --------- --------
Total Class A Stock 6,422,201 1,613,078 4,809,123 1,613,078 4,809,123 349,026
--------- --------- --------- --------- --------- --------
[FN]
*Note: To the extent that any Stockholder shall utilize less than this full
number of reserved shares, the number of reserved shares for another Stockholder
may be increased. In no event, shall the aggregate number of shares reserved by
all Stockholders shares be increased.
Appendix A
----------
Page 6 of 10
Pittway Corporation
Common Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Bern, LP 303,992 303,992 303,992 5,748
St. Louis, LP 356,324 356,324 356,324 6,737
Xxxxxx Xxxxx Trust 36,396 36,396 36,396 688
Xxxxxx Xxxxx 41,192 41,192 41,192 779
Xxxxx Xxxxxx 6,276 6,276 6,276 119
Xxxx Xxxxxx 6,608 6,608 6,608 125
Xxxxxxx Xxxxxx 6,008 6,008 6,008 113
Xxxxxx Xxxxxx 4,536 4,536 4,536 86
Xxxx Xxxxxx 926 926 926 00
X.Xxxxxx Xx fbo Xxxxx 24,000 24,000 24,000 000
X.Xxxxxx Xx fbo Xxxx 24,000 24,000 24,000 000
X.Xxxxxx Xx fbo Xxxxxxx 24,000 24,000 24,000 000
X.Xxxxxx Xx fbo Xxxxxx 24,000 24,000 24,000 000
X.Xxxxxx Xx fbo Xxxx 24,000 24,000 24,000 000
X.Xxxxxx Xx fbo Xxxx 300 300 300 6
X.Xxxxxx Tr fbo Xxxx X. 3,000 3,000 3,000 57
R.Xxxxxx XX Trust A 30,500 30,500 30,500 000
X.Xxxxxx XX Xxxxx X 30,500 30,500 30,500 577
R.Xxxxxx XX Trust C 30,500 30,500 30,500 557
Xxxxx Xxxxx Trust 39,696 39,696 39,696 750
Xxxx X. Xxxxxxx Xxxx 82,902 82,902 82,902 1,567
Xxxxxxxx X. Xxxxxxx 80,452 80,452 80,452 1,521
Xxxxx X. Xxxxxxx 79,256 79,256 79,256 1,498
Xxxxxx X. Xxxxxxx 80,528 80,528 80,528 1,522
Appendix A
----------
Page 7 of 10
Pittway Corporation
Common Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Wilikenia, LP 303,992 303,992 303,992 5,748
Tr u/w Xxxxxxx fbo
X.X. Xxxxxxx 3,648 3,648 3,648 69
Tr u/w Xxxxxxx fbo
X.X. Xxxxxxx 3,644 3,644 3,644 69
Xxxxxx Xxxx Xx. 540 540 540 10
Xxxxxx Foundation 394,440 394,440 394,440 7,457
Xxx Xxxxxx Inv. Trust 1,854 1,854 1,854 00
X.Xxxxxx Xx fbo X.Xxxxxx 1,200 1,200 1,200 00
X.Xxxxxx Xx fbo X.Xxxxxx 1,200 1,200 1,200 23
X.X.Xxxxxx 1976 Trust
fbo X. Xxxxxx 62,100 62,100 62,100 1,174
X.X.Xxxxxx 1976 Trust
fbo X. Xxxxxx 62,100 62,100 62,100 1,174
X.X.Xxxxxx 1975 Trust
fbo X. Xxxxxx 600 600 600 11
X.X.Xxxxxx 1975 Trust
fbo D. Xxxxxx Xxxxxx 600 600 600 11
Xxx Xxxxxxx Grand-
Children Trust 2,615 2,615 2,615 49
2029, LP 267,967 267,967 267,967 5,066
Xxxxxxxx Family Trust 48,704 48,704 48,704 921
Xxxxx Family Trust 48,704 48,704 48,704 921
Appendix A
----------
Page 8 of 10
Pittway Corporation
Common Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Xxxxxx Xxxxxx Trust 415,980 415,980 415,980 7,856
King Harris Trust 216,444 216,444 216,444 4,092
Xxxxx X. Xxxxxx Trust 19,500 19,500 19,500 369
Xxxx Xxxx Agency Trust 217,626 217,626 217,626 4,115
Xxxxxxxxx X Xxxxxx Trust 207,458 207,458 207,458 3,923
Xxxxx X. Xxxxxx Trust
For Xxxx Xxxxxx 14,618 14,618 14,618 276
Xxxxx X. Xxxxxx Trust
For Xxxxxxx Xxxx 3,055 3,055 3,055 58
Xxxxx X. Xxxxxx Trust
For Xxxxx Xxxx 3,055 3,055 3,055 58
Xxxxx X. Xxxxxx Trust
For Xxxx Xxxx 3,054 3,054 3,054 58
Xxxxx X. Xxxxxx Trust
For Xxxxxx Xxxx 3,054 3,054 3,054 58
X.Xxxxxx Childrens Trust 50,100 50,100 50,100 947
Xxxx Xxxx Children's
Trust for X. Xxxx 8,672 8,672 8,672 164
Xxxx Xxxx Children's
Trust for X. Xxxx 8,672 8,672 8,672 164
Appendix A
----------
Page 9 of 10
Pittway Corporation
Common Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Xxxx Xxxx Children'
Trust for A. Paul 8,672 8,672 8,672 164
Xxxx Xxxx Children's
Trust for X. Xxxx 8,672 8,672 8,672 164
Xxx Xxxxxx Trust 30,236 30,236 30,236 572
Wm. J. Friend Trust 40,164 40,164 40,164 759
Xxxxx Xxxxxx Trust 29,860 29,860 29,860 564
Xxxx X. Xxxxxx Trust 11,672 11,672 11,672 221
X. Xxxxxx Custodian
For Xxxxxxx Xxxx 4,298 4,298 4,298 81
X. Xxxxxx Custodian
For Xxxxx Xxxx 4,148 4,148 4,148 78
X.X. Xxxxxx Family Fd
For Wm. J. Friend 34,788 34,788 34,788 658
X.X. Xxxxxx Family Fd
For X.X. Xxxxxx 34,788 34,788 34,788 658
X.X. Xxxxxx Family Fd
For S.C. Friend 34,788 34,788 34,788 000
Xxxx Xxxxxx Family Fd
For Xxxx Xxxxxx 105,836 105,836 105,836 2,001
Xxxx Xxxx Family Fd
For C.H. Paul 25,877 25,877 25,877 489
Appendix A
----------
Page 10 of 10
Pittway Corporation
Common Stock
Share Ownership Information
---------------------------
Shares Shares
Benefi- Reserved for
*Name of cially Sole Power Shared Power Sole Power Shared Power Charitable
Stockholder Owned to Dispose to Dispose to Vote to Vote Contribution
----------- ----- ---------- ---------- ------- ------- ------------
Xxxx Xxxx Family Fd
For X.X. Xxxx 25,877 25,877 25,877 489
Xxxx Xxxx Family Fd
For X.X. Xxxx 25,877 25,877 25,877 489
Xxxx Xxxx Family Fd
For X.X. Xxxx 25,877 25,877 25,877 489
--------- --------- --------- --------- --------- --------
Total Common Stock 4,166,518 898,064 3,268,454 894,064 3,268,454 78,776
--------- --------- --------- --------- --------- --------
[FN]
*Note: To the extent that any Stockholder shall utilize less than this full
number of reserved shares, the number of reserved shares for another Stockholder
may be increased. In no event, shall the aggregate number of shares reserved by
all Stockholders shares be increased.
Appendix B
----------
Address for Notice to Stockholders
----------------------------------
with a copy to:
Sidley & Austin
Bank One Plaza
00 X. Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Telecopy: (000) 000-0000
Stockholder Agreement signature pages.
Xxxxxx Xxxxxx Trust f/b/o Xxxxxx Xxxxxx
By: _____________________________________
Xxxxxx Xxxxxx, as Trustee and individually
King Harris Trust of 1990 f/b/o King X. Xxxxxx
By: _____________________________________
King X. Xxxxxx, as Trustee and individually
Xxx Xxxxxxx Grandchildren's Trust
By: _____________________________________
June X. Xxxxxxx, as Trustee
Xxxxxx Xxxxx Trust f/b/o Xxxxxx Xxxxx
By: ______________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ______________________________________
Xxxxxx Xxxxx, as co-Trustee and individually
VHP-Xxxxx 76 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and ____________________________________
Xxxx Xxxxxx, as co-Trustee
VHP-Xxxx 76 Trust
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as co-Trustee
and ____________________________________
Xxxx Xxxxxx, as co-Trustee and individually
VHP-Xxxxxxx 76 Trust
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as co-Trustee
and _____________________________________
Xxxx Xxxxxx, as co-Trustee
VHP-Xxxxxx 76 Trust
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as co-Trustee
and _____________________________________
Xxxx Xxxxxx, as co-Trustee
VHP-Xxxx 76 Trust
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as co-Trustee
and _____________________________________
Xxxx Xxxxxx, as co-Trustee
Xxxxxxxx X. Xxxxxx Trust dtd 12/29/75 f/b/o Xxxx Xxxxxx
By: _____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
and _____________________________________
Xxxx Xxxxxx, as co-Trustee
Xxxxxx X. Xxxxxx Trust dtd 2/27/74 f/b/o Xxxx Xxxxxx
By: _____________________________________
Xxxxxxxx X. Xxxxxx, as Trustee and individually
Xxxxx X. Xxxxxx Trust f/b/o Xxxxx X. Xxxxxx
By: _____________________________________
Xxxxx X. Xxxxxx, as Trustee and individually
----------------------------------------
Xxxx X. Xxxx
Xxxxxxxxx Xxxxxx Trust f/b/o Xxxxxxxxx Xxxxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee and individually
and _____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxx Xxxxx Trust f/b/o Xxxxx Xxxxx
By: _____________________________________
Xxxxx Xxxxx, as co-Trustee and individually
and _____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxx X. Xxxxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
and King X. Xxxxxx, as co-Trustee
Xxxxx X. Xxxxxx Trust dtd 1/13/59 f/b/o Xxxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
and King X. Xxxxxx, as co-Trustee
King X. Xxxxxx Children's Trust
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxx X. Xxxxxxx, as co-Trustee
Xxxx X. Xxxx Children's Trust f/b/o Xxxxxxx X. Xxxx
By: _____________________________________
King X. Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
Xxxx X. Xxxx Children's Trust f/b/o Xxxxx X. Xxxx
By: _____________________________________
King X. Xxxxxx, as co-Trustee
and _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
Xxxx X. Xxxx Children's Trust f/b/o Xxxx X. Xxxx
By: ____________________________________
King X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
Xxxx X. Xxxx Children's Trust f/b/o Xxxxxx X. Xxxx
By: ____________________________________
King X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
Xxx X. Xxxxxx Trust f/b/o Xxx X. Xxxxxx
By: ____________________________________
Xxx X. Xxxxxx, as co-Trustee and individually
and ____________________________________
King X. Xxxxxx, as co-Trustee
Xxxxxxx X. Friend Trust f/b/o Xxxxxxx X. Friend
By: ____________________________________
Xxxxxxx X. Friend, as Trustee
and ____________________________________
King X. Xxxxxx, as Trustee
Xxxxx X. Friend Trust f/b/o Xxxxx X. Friend
By: ____________________________________
King X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxxx X. Friend, as co-Trustee and individually
Xxxx X. Xxxxxx Trust f/b/o Xxxx X. Xxxxxx
By: ____________________________________
King X. Xxxxxx, as co-Trustee
and ____________________________________
Xxxx X. Xxxxxx, as co-Trustee and individually
----------------------------------------
King X. Xxxxxx, as Custodian for Xxxxxxx X. Xxxx
----------------------------------------
King X. Xxxxxx, as Custodian for Xxxxx X. Xxxx
Resurgent Investors L.P.
By: ____________________________________
Xxxxxx Xxxxxx, as co-general partner
and ____________________________________
Xxxxx X. Xxxxxx, as co-general partner
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxx X. Xxxxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and ____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxxxx X. Friend
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
And _____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by__________________________________
Title:
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxxx X. Xxxxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
And _____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by___________________________________
Title:
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxxxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and _____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxxxx Xxxxxx Trust dtd 1/12/54 f/b/o Xxxxx X. Xxxx
By: _____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
And _____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxxxx Trust dtd 1/12/54 f/b/o Xxxx X. Xxxx
By: ____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
and ____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxxxx Trust dtd 1/12/54 f/b/o Xxxxxx X. Xxxx
By: ____________________________________
Xxxxxxxxx Xxxxxx, as co-Trustee
And ____________________________________
King X. Xxxxxx, as co-Trustee
and American National Bank
by:__________________________________
Title:
Xxxx Xxx Xxxxxxx Xxxx Revocable Trust
By: ____________________________________
Xxxx Xxx Xxxxxxx Xxxx, as co-Trustee and individually
And ____________________________________
Xxxxx Xxxx, as co-Trustee
------------------------------------
Xxxxxxxx Xxxxxxx Rosbrow, individually, including,
without limitation, any community property interest
------------------------------------
Xxxxxx Xxxxxxx, individually, including,
without limitation, any community property interest
------------------------------------
Xxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
Trust u/w/of Xxxxxxx Xxxxxx f/b/o Xxxxxxxx Xxxxxxx Rosbrow
By: _____________________________________
Xxxxxx X. Xxxxxx, as co-Trustee
And _____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Trust u/w/of Xxxxxxx Xxxxxx f/b/o Xxxxxxx X. Xxxxxxx
By: _____________________________________
Xxxxxx X. Xxxxxx, as co-Trustee
And _____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Xxxxxx Xxxx, Xx. Revocable Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as Trustee and individually
Xxxxxx Xxxxxx Foundation
By: ____________________________________
Xxxxxxx X. Xxxxxx, as President, Treasurer and a director
Xxxxxx Foundation
By: ____________________________________
Xxxxxx X. Xxxxxx, as Chairman, Treasurer and a Trustee
Xxxxxxxx Xxxxxx Investment Trust
By: ____________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
IBH - Xxxxxxxx 74 Trust
By: ___________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
and ___________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
and ___________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
IBH - Xxxxx 74 Trust
By: ___________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
And ___________________________________
Xxxxx Xxxxxx, as co-Trustee
and ___________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
WWH - Xxxxxxxx 76 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
And ____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
WWH - Xxxxx 76 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
And ____________________________________
Xxxxx Xxxxxx, as co-Trustee
Xxxxxxxx 75 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
And ____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
Xxxxx 75 Trust
By: ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
And ____________________________________
Xxxxx Xxxxxx, as co-Trustee
----------------------------------------
Xxxxxxxxx Xxxxxx
----------------------------------------
Xxxxxx Xxxxxx
----------------------------------------
King X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
----------------------------------------
Xxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Friend
Xxxxxx Xxxxx Trust f/b/o Xxxxxx Xxxxx
By: ___________________________________
Xxxxxx Xxxxx, as Trustee and individually
Xxxxx Xxxxxxxxx, individually, including, without
limitation, any community property interest
--------------------------------------
Xxxxx Xxxxxxxxx, individually, including, without
limitation, any community property interest
Xxxxx Xxxxxx Investment Trust f/b/o Xxxxx Xxxxxx
By: ___________________________________
Xxxxx Xxxxxx, as Trustee and individually
Xxxx Xxxxxx Investment Trust f/b/o Xxxx Xxxxxx
By: ___________________________________
Xxxx Xxxxxx, as Trustee and individually
Xxxxxxx Xxxxxx Investment Trust f/b/o Xxxxxxx Xxxxxx
By: ___________________________________
Xxxxxxx Xxxxxx, as Trustee and individually
Xxxxxx Xxxxxx Investment Trust f/b/o Xxxxxx Xxxxxx
By: ____________________________________
Xxxxxx Xxxxxx, as Trustee and individually
Xxxx Xxxxxx Investment Trust f/b/o Xxxx Xxxxxx
By: ___________________________________
Xxxx Xxxxxx, as Trustee and individually
Xxxxxxx X. Xxxxxx XX Trust A
By: ____________________________________
Xxxx Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Xxxxxxx X. Xxxxxx XX Trust B
By: ____________________________________
Xxxx Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Xxxxxxx X. Xxxxxx XX Trust C
By: ____________________________________
Xxxx Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxxx X. Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxx Xxxxxx, as co-Trustee
Xxxx X. Xxxxxx Revocable Trust
By: ____________________________________
Xxxx X. Xxxxxx, as Trustee and individually
Xxxxxxxx Family Trust
By: ____________________________________
Xxxxx Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
And ____________________________________
Xxxxx Xxxxxx, as co-Trustee
And ____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
And ____________________________________
Xxxxxxxx Xxxxx, as co-Trustee
Xxxxx Family Trust
By: _____________________________________
Xxxxx Xxxxxx, as co-Trustee
And _____________________________________
Xxxxxxxx Xxxxxx, as co-Trustee
And _____________________________________
Xxxxx Xxxxxx, as co-Trustee
And _____________________________________
Xxxxxx Xxxx, Xx., as co-Trustee
And _____________________________________
Xxxxxxxx Xxxxx, as co-Trustee
Bern L.P.
By: _____________________________________
Xxxxxxx X. Xxxxxx, as President of Portbrid Management Co., Inc., which is
the corporate general partner of Bern L.P.
Wilikenia L.P.
By: ______________________________________
Xxxxxxx X. Xxxxxxx, as Vice-President of Wilikenia Management Co., which
is the corporate general partner of Wilikenia L.P.
St. Louis L.P.
By: ____________________________________
Xxxxxxx X. Xxxxxxx, as Vice-President of St. Louis Management Co.,
which is the corporate general partner of St. Louis L.P.
By: _____________________________________
Xxxxxxx X. Xxxxxxx, as Vice-President of 2029 Management Co., which is the
corporate general partner of 2029 L.P.
The Summer Fund
By: ____________________________________
Xxxx Xxxxxx, as Vice-President
Xxxxxx Xxxxxx Foundation A
By: ____________________________________
Xxxxxxx X. Xxxxx, as Trustee
The Xxxxxx Xxxxxxx and June X. Xxxxxxx Foundation
By: ____________________________________
Xxxx Xxxxxxx, as President
