VOTING TRUST EXTENSION AGREEMENT
THIS AGREEMENT entered into by and among those holders of Common Shares of SIFCO Industries, Inc. executing and delivering this Agreement ("Shareholders") and XXXXXX X. XXXXXXX and XXXXXXX X. XXXXX, III, as Trustees and their successors in trust (said named Trustees and their successors being hereinafter called the "Trustees");
WITNESSES THAT:
As of February 1, 2013 certain shareholders of SIFCO Industries, Inc.(the "Company") entered into a Voting Trust Agreement (the "Trust Agreement")with respect to their shares of Common Stock in the Company; and
Pursuant to Section 14 of the Trust Agreement, the term of Trust Agreement may be extended for an additional period not to exceed two years upon the concurrence of the holders of Trust Certificates representing not less than 85% of the 1,994,674 shares deposited under the Trust Agreement, (after giving effect to stock dividends issued subsequent to the date of the Trust Agreement, the "Trust Shares"); and
The shareholders constituting the holders of Trust Certificates representing not less than 85% of the Trust Shares, wish to extend the term of the Trust Agreement, on the terms and conditions set forth therein, for an additional two (2) years from January 31, 2015.
NOW, THEREFORE, each Shareholder of the Company who becomes a party hereto agrees with each of the other such Shareholders for himself and his heirs, administrators, successors and assigns as follows:
1. EXTENSION OF TRUST AGREEMENT. The Trust Agreement shall be extended, unless sooner terminated on the terms and conditions set forth therein, to January 31, 2017, upon the occurrence prior to January 31, 2015 of the earlier of either:
(a) the execution of this Agreement by the holders of not less than 1,695,472 shares of Common Stock of the Company, such number representing not less than 85% of the Trust Shares,
Or
(b) the presentation to the Company of a certificate signed by the Secretary of the meeting, certifying that at a meeting duly called and held for the purpose of considering an extension, at a place in Cuyahoga County, Ohio, specified in a notice given either by the Trustees or a Trust Certificate holder, not less than ten (10) nor more than thirty (30)days prior to such meeting to each Trust Certificate holder under the Trust Agreement, the holders of Trust Certificates representing not less than eighty-five (85) percent of the Trust Shares voted in favor of this extension.
2. DEFINED TERMS. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement.
3. EXECUTION. This Extension Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute but one and the same instrument. This Extension Agreement shall inure to the benefit of, and be binding upon, all persons executing it and their respective heirs, executors, administrators, legatees and assigns.
IN WITNESS WHEREOF, the Trustees have executed and delivered this Extension Agreement and the Shareholders have become parties hereto in the manner herein before provided.
TRUSTEES:
/s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/Xxxxxxx X. Xxxxx, III
Xxxxxxx X. Xxxxx, III
TO JANUARY 31, 2017
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
Xxxxxxx Xxxxxxxxx Xxxxxxx TTEE 30,077 /s/ Xxxxxxx Xxxxxxx 12/12/14
FRW Trust FBO PSG 171,207
PNC Bank NA, Trustee /s/Xxxxxx Xxxxxxxxx 12/16/14
Xxxxxx Xxxxxxxxx, Vice President
Xxxxxxx Xxxxxxxxx 152,229 /s/Xxxxxxx Xxxxxxxxx 12/21/14
Xxxxxx Xxxxxxxxx 400 /s/Xxxxxx Xxxxxxxxx 12/21/14
Xxxxxx Xxxxxxxxx 34,715 /s/Xxxxxx Xxxxxxxxx 12/23/14
Xxxxxx Xxxxxxxxx 34,715 /s/Xxxxxx Xxxxxxxxx 12/23/14
Xxxxxxx Xxxxxxxxx 34,715 /s/Xxxxxxx Xxxxxxxxx 12/24/14
Xxxxx Xxxxxx 32,240 /s/Xxxxx Xxxxxx 12/24/14
Xxxxxx Xxxxxx 32,240 /s/Xxxxxx Xxxxxx 12/24/14
Xxxxxx Xxxxxxx 110,079 /s/Xxxxxx Xxxxxxx 12/9/14
Xxxxxxxx Xxxxxx 34,925 /s/Xxxxxxxx Xxxxxx 12/24/14
Xxxxxxxx Xxxxxx custodian for:
Xxxxxx Xxxxxx 17,800 /s/Xxxxxxxx Xxxxxx 12/24/14
Xxxxxxxx Xxxxxx custodian for:
Xxxxx Xxxxxx 6,400 /s/Xxxxxxxx Xxxxxx 12/24/14
Xxxxx Xxxxxxx 31,075 /s/Xxxxx Xxxxxxx 12/11/14
Xxxxx Xxxxxxx custodian for:
Xxxxxxx Xxxxxxx 17,500 /s/Xxxxx Xxxxxxx 12/11/14
Xxxxx Xxxxxxx custodian for:
Xxxxxx Xxxxxxx 6,100 /s/Xxxxx Xxxxxxx 12/11/14
TO JANUARY 31, 2017
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
Xxxxx Xxxxxxx 120,723 /s/Xxxxx Xxxxxxx 12/19/14
Xxxxxx Xxxxxxx Jr. 27,400 /s/Xxxxxx Xxxxxxx Jr. 01/2/15
Xxxxx Xxxxxxx 28,200 /s/Xxxxx Xxxxxxx 01/3/15
CHS Foundation 913 /s/Xxxxx Xxxxxxx 12/19/14
Xxxxx Xxxxxxx, Trustee
GS Capital Portfolio Investments 150,000 /s/Xxxxxxx Xxxxxxxx 1/12/14
As: Managing Partner GSCPI LLC
TO JANUARY 31, 2017
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
CHS IR Trust - FBO C Xxxxx III 57,067
PNC Bank NA, Trustee /s/Xxxxxx Xxxxxxxxx 12/16/14
Xxxxxx Xxxxxxxxx, Vice President
RS IR Trust - FBO C Xxxxx III 121,678
PNC Bank NA, Trustee /s/Xxxxxx Xxxxxxxxx 12/16/14
Xxxxxx Xxxxxxxxx, Vice President
Xxxxxxx Xxxxx III 45,766 /s/Xxxxxxx Xxxxx III 12/22/14
Xxxxx Xxxxx 10,000 /s/Xxxxx Xxxxx 12/26/14
Xxxxxxxx Xxxxxxxxx 17,092 /s/Xxxxxxxx Xxxxxxxxx 12/27/14
C Xxxxx Xxxxx 18,959 /s/C Xxxxx Xxxxx 12/21/14
TO JANUARY 31, 2017
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
CHS IR Trust FBO X Xxxxxxx 57,067
PNC Bank NA, Trustee /s/Xxxxxx Xxxxxxxxx 12/16/14
Xxxxxx Xxxxxxxxx, Vice President
RS IR Trust FBO X Xxxxxxx 121,678
PNC Bank NA, Trustee /s/Xxxxxx Xxxxxxxxx 12/16/14
Xxxxxx Xxxxxxxxx, Vice President
Xxxxxxx Xxxxxxx 57,541 /s/Xxxxxxx Xxxxxxx 12/12/14
Xxxx Xxxxxx 16,113 /s/Xxxx Xxxxxx 12/12/14
Xxxx Xxxxxx custodian for:
Xxxxxx Xxxxxx 400 /s/Xxxx Xxxxxx 12/12/14
Xxxxx X Xxxxxx 14,863 /s/Xxxxx X Xxxxxx 12/17/14
Xxxxx X Xxxxxx custodian for:
Xxxxxx Xxxxxx 900 /s/Xxxxx X Xxxxxx 12/17/14
TO JANUARY 31, 2017
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
CHS IR Trust FBO H Xxxxx 57,068
PNC Bank NA, Trustee /s/Xxxxxx Xxxxxxxxx 12/16/14
Xxxxxx Xxxxxxxxx, Vice President
RS IR Trust FBO H Xxxxx 121,678
PNC Bank NA, Trustee /s/Xxxxxx Xxxxxxxxx 12/16/14
Xxxxxx Xxxxxxxxx, Vice President
Xxxxxx Xxxxx 72,692 /s/Xxxxxx Xxxxx 12/31/14
Xxxxxxx Xxx Xxxxx 6,255 /s/Xxxxxxx X Xxxxx 12/31/14
Xxxxxx Xxxxx Jr 24,776 /s/Xxxxxx Xxxxx Jr 12/31/14
Xxxxxx Xxxxx Jr custodian for:
Xxxxxx Xxxxx 1,500 /s/Xxxxxx Xxxxx Jr 12/31/14
Xxxxxx Xxxxx Jr custodian for:
Xxxxxxxxx Xxxxx 1,100 /s/Xxxxxx Xxxxx Jr 12/31/14
Xxxxxx Xxxxx Jr custodian for:
Xxxxxxx Xxxxx 400 /s/Xxxxxx Xxxxx Jr 12/31/14
Xxxxxxx X Xxxxx 24,476 /s/Xxxxxxx X Xxxxx 1/10/15
Xxxxxxx X Xxxxx custodian for:
Elise Day Champ 1,100 /s/Xxxxxxx X Xxxxx 1/10/15
Xxxxxxx X Xxxxx custodian for:
Xxxxxxx Xxxxx 1,100 /s/Xxxxxxx X Xxxxx 1/10/15
Xxxxxxx X Xxxxx custodian for:
Xxxxxx Champ 400 /s/Xxxxxxx X Xxxxx 1/10/15
C Xxxxx Xxxxx 24,476 /s/C Xxxxx Xxxxx 1/15/15
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