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EXHIBIT 10.5
VOTING AGREEMENT
THIS VOTING AGREEMENT, made this the 20th day of June, 1997, by and
among each of the partnerships noted on Exhibit A hereto (each a "Contributing
Partnership" and collectively, the "Contributing Partnerships") and each of the
persons and entities listed on Exhibit A hereto (each a "Beneficial Holder" and
collectively, the "Beneficial Holders"), Xxxxxxx X. Xxxxxx ("Xxxxxx"),
Innkeepers USA Trust, a Maryland real estate investment trust (the "REIT"),
Innkeepers USA Limited Partnership, a Virginia limited partnership (the "REIT
Partnership") and Xxxx X. Xxxxxx, as representative of the Beneficial Holders
(the "Holder Representative"):
WITNESSETH
WHEREAS, pursuant to separate Contribution Agreements dated
(collectively, the "Contribution Agreements") among Innkeepers USA Limited
Partnership (the "REIT Partnership") and each of the Contributing Partnerships,
the REIT Partnership will issue as of the date hereof, or will in the future
issue, to the Contributing Partnerships cash and units of limited partnership
interest ("Units") of the REIT Partnership in exchange for certain hotel
properties, all as described in the Contribution Agreements; and
WHEREAS, the Beneficial Holders are partners of the Contributing
Partnerships and may receive Units distributed by the Contributing Partnerships
to their respective partners; and
WHEREAS, the execution and delivery of this Voting Agreement by the
parties hereto is a condition to the closing of the transactions contemplated by
the respective Contribution Agreements; and
WHEREAS, pursuant to the terms of one or more Redemption and Registration
Rights Agreements between the REIT and the Contributing Partnerships
(collectively, the "Registration Rights Agreement"), the Contributing
Partnerships and/or the Beneficial Holders shall have the right to cause the
REIT Partnership to redeem the Units; and
WHEREAS, pursuant to the Registration Rights Agreement, the REIT has the
right to satisfy the Partnership's redemption obligations with respect to the
Units through the issuance to the redeeming party of common shares of beneficial
interest, $.01 par value, of the REIT ("Common Shares"); and
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WHEREAS, the REIT's agreement to issue Common Shares to the Contributing
Partnership and/or Beneficial Holders upon redemption of Units is conditioned
upon the execution and delivery of this Voting Agreement by the parties hereto;
and
WHEREAS, the REIT is the sole shareholder of the sole general partner of
the REIT Partnership; and
WHEREAS, Xxxxxx is the Chairman of the Board, President and Chief
Executive Officer of the REIT; and
WHEREAS, the parties desire to assure the continuity and stability of
policy and management of the REIT and the REIT Partnership, and to this end the
Contributing Partnerships and the Beneficial Holders desire to set forth herein
their agreements with respect to voting on any matters which may be submitted to
a vote of security holders of the REIT or the REIT Partnership during the term
of this Voting Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Term. This Voting Agreement shall terminate upon the earliest to occur
of: (i) the tenth (10th) anniversary of the date of this Voting Agreement, (ii)
the agreement by all of the parties hereto in writing to terminate this Voting
Agreement, or (iii) the date on which Xxxxxx is no longer chief executive
officer of the REIT.
2. Voting.
a. Subject Shares and Subject Units. The Units issued to the
Contributing Partnerships pursuant to the Contribution Agreements, together
with any voting securities of the REIT Partnership issued in exchange for
or on account of such Units, are herein referred to as the "Subject Units."
The total number of Common Shares issuable upon redemption of the Subject
Units, together with any voting securities of the REIT issued in exchange
for or on account of such Common Shares, whether by way of stock split,
stock dividend, distribution or otherwise, are herein referred to as the
"Subject Shares." The number of Subject Shares shall not be reduced during
the term of this Voting Agreement by any subsequent sale or other
disposition by the Contributing Partnerships or any Beneficial Holder of
any Common Shares received upon redemption of Subject Units.
Notwithstanding anything herein to the contrary, this Voting Agreement
shall not apply to any interests in the REIT Partnership or Common Shares
issuable upon redemption thereof acquired or received by a Contributing
Partnership or Beneficial Holder pursuant to Contribution Agreements dated
September 16, 1996 among the REIT Partnership and the XxXxxx Affiliated
Partnerships, as defined in
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such agreements (the "XxXxxx Units"); provided however, that the terms
of this Voting Agreement shall apply to such number of Common Shares
acquired by a Contributing Partnership or a Beneficial Holder other
than through redemption of the Subject Units or the XxXxxx Units
which, when taken together with any Common Shares received upon
redemption of Subject Units, does not exceed the number of Subject
Shares.
b. Voting of Subject Shares and Subject Units. During the term of
this Voting Agreement, each Contributing Partnership and each
Beneficial Holder agrees to vote, or to cause to be voted, in
accordance with the terms of this Voting Agreement, all the Subject
Shares and Subject Units held directly or indirectly by such
Contributing Partnership or Beneficial Holder or its Affiliates with
respect to all matters submitted to a vote of security holders of the
REIT or the REIT Partnership, respectively.
3. Voting Instructions. Not less than 10 business days prior to the date
fixed for voting with respect to any matter submitted to a vote of security
holders of the REIT or the REIT Partnership, Xxxxxx shall deliver to the Holder
Representative at the address set forth in Section 7, written instructions as to
voting with respect to each matter submitted to a vote of such security holders.
Each Contributing Partnership and each Beneficial Holder on behalf of itself and
any Affiliate (as defined in Section 11) hereby agrees to either (i) deliver to
Xxxxxx, prior to the vote on such matter, an irrevocable proxy giving Xxxxxx the
sole right to vote all Subject Shares and/or Subject Units held directly or
indirectly by such Contributing Partnership or Beneficial Holder or its
Affiliates on all matters submitted to the vote of security holders or (ii)
attend the meeting of security holders and complete and sign a ballot in
accordance with Xxxxxx'x written voting instructions. Notwithstanding the
foregoing, (a) each Contributing Partnership and Beneficial Holder may vote in
favor of the election of Xxxx X. Xxxxxx as a trustee of the REIT, if he is
nominated by the Board of Trustees of the REIT pursuant to the terms of the
Contribution Agreements, or if he is not nominated by the Board of Trustees of
the REIT in violation of the terms of the Contribution Agreements, regardless of
Xxxxxx'x written instructions, and (b) if Xxxxxx fails to deliver voting
instructions to the Holder Representative at least 10 days prior to any date
fixed for voting, as set forth in the first sentence of this Section 3, each
Contributing Partnership and each Beneficial Owner shall be free to vote the
Subject Shares or Subject Units on such date in their discretion, but only as to
the matters voted upon by security holders on such date. In the event of the
death or incapacity of the Holder Representative, the successor Holder
Representative shall be designated in writing to the REIT by the Contributing
Partnerships or Beneficial Holders then owning a majority of the Subject Units
and Subject Shares. If no substitute Holder Representative is so designated
within five (5) business days following the date of such death or incapacity,
the Contributing Partnership or Beneficial Holder then owning the largest number
of Subject Shares or Subject Units, as then reflected on the books and records
of the REIT Partnership or the transfer agent for the Common Shares, as the case
may be, shall be the successor Holder Representative. The REIT and the REIT
Partnership shall be entitled to rely on any Holder Representative and all
voting
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instructions delivered to any Holder Representative hereunder shall be binding
upon the Contributing Partnerships and Beneficial Holders.
4. Agreement Not to Engage in Certain Activities. Each Contributing
Partnership and each Beneficial Holder agrees that during the term of this
Voting Agreement, without the prior written consent of the REIT, such
Contributing Partnership and Beneficial Holder will not, and will cause such
Contributing Partnership's and Beneficial Holder's Affiliates (as defined in
Section 11) not to:
a. form, join or in any way participate in a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 with
respect to Common Shares or Units, other than pursuant to this Voting
Agreement;
b. "solicit" proxies with respect to Common Shares or Units under
any circumstance; or become a "participant" by taking a position contrary
to that of the Board of Trustees of the REIT or the general partner of the
REIT Partnership in any contest relating to the election of trustees of the
REIT or any other matters submitted to security holders of the REIT or the
REIT Partnership at any meeting or in connection with any written consent
in lieu of a meeting; a Contributing Partnership or Beneficial Holder shall
be deemed to "solicit" or to be such a "participant" if he counsels or
advises or otherwise provides assistance to any person who undertakes or
makes such a "solicitation" or is such a "participant;"
c. deposit any Subject Shares or Subject Units in a voting trust, or
subject any Subject Shares or Subject Units to a voting or similar
agreement, other than this Voting Agreement or any amendment hereto agreed
to by the parties;
d. directly or indirectly offer, sell, transfer, pledge or otherwise
dispose of or encumber any Subject Shares or Subject Units other than:
(1) in accordance with the Registration Rights Agreement, sales
of Subject Shares pursuant to an underwritten distribution to the
public registered under applicable securities laws;
(2) sales of Common Shares to non-Affiliates pursuant to
brokers' transactions as defined in Rule 144 of the General Rules
and Regulations under the Securities Act of 1933 as amended;
(3) in accordance with the Contribution Agreements and the
Second Amended and Restated Agreement of Limited Partnership of the
REIT Partnership (the "REIT Partnership Agreement"), bona fide
pledges of, or the granting of security interests in, Subject Units
or Subject Shares to institutional lenders to secure bona fide loans
or guarantees, provided that the lenders acknowledge in writing
receipt of a copy of this Voting Agreement and agree in writing that
any Subject Units or Subject Shares
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acquired by such lenders upon foreclosure or otherwise shall remain
subject to the terms of this Voting Agreement;
(4) transfers with a bona fide donative intent to a
non-Affiliate charitable or educational institution, and, in the
case of Subject Units, in accordance with the terms of the REIT
Partnership Agreement;
(5) in accordance with the Partnership Agreement (with respect
to Subject Units), gifts to member of a Beneficial Owner's immediate
family or contributions to trusts for the benefit of members of a
Beneficial Owner's immediate family or to a living trust or grantor
trust where the settlor is trustee, the donee provided that, in each
case, the trustee and any other parties reasonably requested by the
REIT or the REIT Partnership have taken all steps and executed all
documents reasonably requested by the REIT or the REIT Partnership
to evidence that any Subject Shares or Subject Units given or
contributed shall remain subject to the terms of this Voting
Agreement; or
(6) sales of Subject Shares in a block trade or similar
transaction to any person, group or entity approved by the REIT.
e. initiate, commence or propose, or induce or attempt to induce or
give encouragement to any other person to initiate, commence or propose,
any tender or exchange offer for any Subject Shares or any "business
combination" or acquisition of "Control Shares" (as those terms are defined
in Section 3-601 and 3-701, respectively, of the Maryland General
Corporation Law, as in effect on the date of this Agreement, and as
applicable to Maryland real estate investment trusts.
5. Certificate Legend. Each certificate representing any securities subject
to this Voting Agreement may contain a legend in substantially the following
form, provided however, that the failure of any certificate to contain the
following legend shall not in any way affect the rights and obligations of the
parties hereunder:
"The securities represented or reflected by this
certificate are subject to a Voting Agreement dated
__________, 1997, as it may be amended from time to
time, a copy of which is on file at the principal
office of the issuer of this certificate."
6. Binding Effect. The terms of this Voting Agreement shall continue to
apply to any Subject Shares or Subject Units transferred by any Contributing
Partnership to any Beneficial Holder or transferred by any Beneficial Holder to
any Affiliate of any Beneficial Holder or to an officer, director, employee,
partner, member or shareholder of such an Affiliate.
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7. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be delivered by hand, transmitted by
facsimile transmission or sent prepaid by international courier at the addresses
as designated below. Any notice, request, demand or other communication
delivered or sent in the manner aforesaid shall be deemed given or made (as the
case may be) when delivered by hand or confirmed by facsimile transmission or,
in the case of delivery by courier, when actually delivered to the address of
the intended recipient.
If to the Contributing Partnerships, to the respective
addresses set forth opposite their names on Exhibit A.
If to the Beneficial Holders, to the respective addresses set
forth opposite their names on Exhibit A.
If to the Holder Representative, to the address set forth
opposite his name on Exhibit A.
If to the REIT:
INNKEEPERS USA TRUST
000 Xxxxx Xxxxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Fax: (000) 000-0000
If to the REIT Partnership:
INNKEEPERS USA LIMITED PARTNERSHIP
000 Xxxxx Xxxxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Fax: (000) 000-0000
If to Xxxxxx:
Xx. Xxxxxxx X. Xxxxxx
c/o Innkeepers USA Trust
000 Xxxxx Xxxxxxxxx Xxx
Xxxx Xxxxx, XX 00000
Fax: (000) 000-0000
or to such other address as the intended recipient may have specified in
a notice to the other parties. Any party hereto may change its address
or designate different or other persons or entities to receive copies by
notifying the other parties in a manner described in this paragraph.
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8. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Maryland as it relates to the Subject Shares and the laws
of the Commonwealth of Virginia as it relates to the Subject Units.
9. Notification of Ownership. If requested by the REIT or the REIT
Partnership, each Contributing Partnership and Beneficial Holder hereby agrees
to notify the REIT in writing within three (3) business days after the date of
such request of the number of Common Shares and Units held by such Contributing
Partnership or Beneficial Holder or any Affiliate of such Contributing
Partnership or Beneficial Holder as of such date. Each Contributing Partnership
and Beneficial Holder, on behalf of itself and any Affiliate, hereby agrees with
the REIT and the REIT Partnership that it shall be a "non-objecting" beneficial
owner of Common Shares and Units and hereby irrevocably consents to the
disclosure to the REIT and the REIT Partnership by any broker or other
intermediary of the number of Common Shares and Units held by such broker or
intermediary as nominee for such Contributing Partnership or Beneficial Holder
or any Affiliate. Each Contributing Partnership and Beneficial Holder further
agrees upon request of the REIT or the REIT Partnership to execute such
documents from time to time as may be necessary or desirable to further evidence
such Contributing Partnership's or Beneficial Holder's status as a non-objecting
beneficial owner and consent to disclosure to the REIT and the REIT Partnership
of such party's or such party's Affiliates' beneficial ownership of Common
Shares or Units.
10. Specific Performance. The parties hereto agree that irreparable damage
would occur in the event any of the provisions of this Voting Agreement were not
performed in accordance with the terms hereof and that money damages will not be
an adequate remedy for breach of the terms of this Voting Agreement and agrees
that Xxxxxx, the REIT and the REIT Partnership shall be entitled to specific
performance of the terms hereof, in addition to any other remedy any such party
may have at law or equity.
11. Definition of Affiliate. For purposes of this Voting Agreement, the
term "Affiliate" shall mean (a) any person that, directly or indirectly,
controls or is controlled by or is under common control with such person, (b)
any other person that owns, beneficially, directly or indirectly, five percent
(5%) or more of the outstanding capital shares, shares or equity interests of
such person, or (c) any officer, director, partner or trustee of such person or
any person controlling, controlled by or under common control with such person
(excluding trustees and persons serving in similar capacities who are not
otherwise an Affiliate of such person). The term "person" means and includes
individuals, corporations, general and limited partnerships, limited liability
companies, limited liability partnerships, share companies or associations,
joint ventures, associations, companies, trusts, banks, trust companies, land
trusts, business trusts, or other entities and governments and agencies and
political subdivisions thereof. For the purposes of this definition, "control"
(including the correlative meanings of the terms "controlled by" and "under
common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person, through the ownership
of voting
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securities, partnership interests or other equity interests or by contract,
other legal relationship or otherwise.
12. Other Agreements. Except as specifically set forth herein, this Voting
Agreement shall not affect the rights and obligations of the parties pursuant to
the Contribution Agreements and the Registration Rights Agreement.
13. Counterparts. This Voting Agreement may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same Voting Agreement.
14. Further Assurances. Subject to the other provisions of this Voting
Agreement, the parties hereto shall use their good faith efforts to perform
their respective obligations hereunder and to take, or cause to be taken or do,
or cause to be done, all things necessary to satisfy all obligations of the
parties under this Voting Agreement, including the execution and delivery of
such additional documents or instruments as any party may reasonably request to
further evidence the agreement of the parties hereunder.
15. Severability. In the event that any court of competent jurisdiction
shall determine that any provision of this Voting Agreement is invalid, such
determination shall not affect the validity of any other provision of this
Voting Agreement, which shall remain in full force and effect and which shall be
construed as valid under applicable law.
16. Waiver. No waiver by any party of such party's rights or any breach by
any other party of any term herein shall be deemed or construed as a further or
continuing waiver of such rights or of any other breach hereunder.
17. Authority, Binding Effect. Each party hereto represents and warrants to
the other parties hereto that it has the full legal right, power and authority
to execute this Voting Agreement, that this Voting Agreement has been duly
authorized, executed and delivered on behalf of such party and constitutes a
valid and binding agreement of such party enforceable in accordance with its
terms.
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IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of
the date set forth above.
/s/ Xxxxxxx Xxxxxx
----------------------------------
Xxxxxxx X. Xxxxxx
INNKEEPERS USA TRUST, a
Maryland real estate investment trust
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------
Title: Secretary
----------------------------
INNKEEPERS USA LIMITED
PARTNERSHIP
By: INNKEEPERS FINANCIAL
CORPORATION, its general partner
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------
Title: Vice President
----------------------------
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CONTRIBUTING PARTNERSHIPS:
XXXXXXX XXXXXXXXXXX ASSOCIATES, L.P.
By: Summerfield Suites Investment
Corporation, general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: C.F.O.
----------------------------
ATLANTA CUMBERLAND SIERRA ASSOCIATES,
L.P.
By: Sierra Suites Hotel Corporation,
general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
BELMONT SUMMERFIELD ASSOCIATES, L.P.
By: Summerfield Suites Holding
Corporation, general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
EL XXXXXXX XXXXXXXXXXX ASSOCIATES, L.P.
By: Summerfield Suites Holding
Corporation, general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
LAS COLINAS SUMMERFIELD ASSOCIATES, L.P.
By: Summerfield Suites Holding
Corporation, general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
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XXXXX XXXXXX XXXXXXXXXXX ASSOCIATES, L.P.
By: Summerfield Suites Realty
Corporation, general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
PHOENIX CAMELBACK SIERRA ASSOCIATES, L.P.
By: Sierra Suites Hotel
Corporation, general partner
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
TINTON FALLS HOTEL ASSOCIATES, L.P.
By: Summerfield Suites Holding
Corporation, general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
WEST HOLLYWOOD SUMMERFIELD ASSOCIATES, L.P.
By: Summerfield Suites Holding
Corporation, general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
SUMMERFIELD SUITES LEASE COMPANY, L.P.
By: Summerfield Suites Lease
Corporation, general partner
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
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Title: CFO
----------------------------
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BANC ONE CAPITAL PARTNERS III, LTD.
By: BOCP Holdings Corporation, its
Manager
By: /s/ Xxxxxx X. Callenone
-------------------------------
Name: Xxxxxx X. Callenone
-----------------------------
Title: Authorized Signer
----------------------------
BENEFICIAL HOLDERS:
Consolidated Equities Trust
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
Title: Trustee
Aquarina Developments, Inc.
By: /s/ Xxxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: President
/s/ Xxxx Xxxxxxxxx
----------------------------------
Xxxx Xxxxxxxxx
----------------------------------
Xxxxx-Xxxxxxx Contzen
----------------------------------
Xxxx Xxxxxx
B. Xxxxxxx X. Xxxxx Revocable Trust
By: /s/ Xxxxxxx Xxxxx
-------------------------------
Name: B. Xxxxxxx Xxxxx
-----------------------------
Title: Trustee
----------------------------
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/s/ Xxx Xxxxxx
----------------------------------
Xxx X. Xxxxxx
/s/ Xxxx Xxxxx
----------------------------------
Xxxx X. Xxxxx
/s/ Xxxxxx Xxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxx
Xxxx X. Xxxxxx Revocable Trust
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: Trustee
SIERRA SUITES HOTEL CORPORATION
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
/s/ Xxxxxx Xxxxx
----------------------------------
Xxxxxx Xxxxx
SUMMERFIELD SUITES HOLDING CORPORATION
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
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SUMMERFIELD SUITES REALTY CORPORATION
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
SF HOTEL COMPANY, L.P.
By: Summerfield Hotel Corporation,
general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
SUMMERFIELD SUITES MANAGEMENT
COMPANY, L.P.
By: Summerfield Suites Management
Corporation, general partner
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
SUMMERFIELD SUITES INVESTMENT
CORPORATION
By: /s/ Xxx X. Xxxxx
-------------------------------
Name: Xxx X. Xxxxx
-----------------------------
Title: CFO
----------------------------
HOLDER REPRESENTATIVE:
/s/ Xxxx Xxxxxx
----------------------------------
Xxxx X. Xxxxxx, as Holder
Representative
/s/ Xxx X. Xxxxx
----------------------------------
Xxx X. Xxxxx, as successor Holder
Representative
Each of the undersigned beneficiaries of the above signed trusts hereby
agrees that any Subject Shares or Subject Units distributed by the trusts to
the undersigned shall be subject to all of the terms and provisions of this
Voting Agreement.
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/s/ Xxxx X. Xxxxxx
------------------------------------
Xxxx X. Xxxxxx, sole beneficiary
of the Xxxx X. Xxxxxx Revocable Trust
/s/ B. Xxxxxxx Xxxxx
------------------------------------
B. Xxxxxxx Xxxxx, sole beneficiary
of the B. Xxxxxxx Xxxxx Revocable
Trust
/s/ Xxx X. Xxxxx
------------------------------------
Xxx X. Xxxxx, sole beneficiary of
Consolidated Equities Trust
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