Exhibit 99(d)(3)
SHAREHOLDERS' AGREEMENT
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THIS SHAREHOLDERS' AGREEMENT (this "Agreement") is made as of the ____
day of ___________, 2003, by and among (a) Judge Group Acquisition Corporation,
Inc, a Pennsylvania corporation (the "Company"), (b) Xxxxxx X. Judge, Jr. (the
"Majority Shareholder") and Takema Ltd., L.P., a Delaware limited partnership,
Xxxxxxx X. Xxxx, Xxxxxxx Xxxx Descendants' Trust, Xxxx X. Xxxxxxx, Xxxxx X.
Judge, Xxxxxx X. Judge III, Xxx X. Judge, Xxxx Xxxxxx Xxxxxxx (Xxxx X. Xxxxxxx,
CUST-Unit Xxxx. Min. Act-NJ) and Megan Xxxxxxxxx Xxxxxxx (Xxxx X. Xxxxxxx,
CUST-Unit Xxxx. Min. Act-NJ) (collectively, with the Majority Shareholder, the
"Controlling Shareholders"), (c) Xxxxxxxxx X. Xxxxxxxxxx, Xxxxxxxx X. Xxxxxx,
Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Judge, Jr.,
and Xxx Xxxxxxx (each, an "Employee Shareholder" and, collectively, the
"Employee Shareholders"), and (d) each additional shareholder party listed on
Exhibit A hereto (such parties, together with the Controlling Shareholders, the
Employee Shareholders and each other Person (as defined herein) who becomes a
party to this Agreement, are collectively referred to herein as the
"Shareholders" and each, individually, as a "Shareholder").
BACKGROUND
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WHEREAS, the Shareholders and the Company desire to set forth their
relative rights to purchase, transfer, encumber or otherwise acquire or dispose
of or, in the case of the Company, to register the transfer of, securities of
the Company, including shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), which the Shareholders may presently own or
hereafter acquire (the "Shares");
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Transfers.
1.1. Restrictions on Transfers. Except as otherwise provided
in this Agreement, no Shareholder shall voluntarily or involuntarily sell,
assign, transfer, give, bequeath, devise, donate or otherwise dispose of, or
pledge, deposit or otherwise encumber, in any manner (collectively, "Transfer"),
any of the Shares except as expressly provided in this Agreement and in
accordance with its terms and conditions. In addition to other restrictions set
forth in this Agreement, no Shareholder shall Transfer all or any portion of its
Shares without compliance with all applicable federal and state securities laws.
1.2. Conditions to Transfer. Notwithstanding any provision to
the contrary set forth in this Agreement, no Transfer shall be permitted under
this Agreement unless the transferee first delivers to the Company (a) a written
undertaking by the transferee to be bound by the terms and conditions of this
Agreement; (b) for so long as the Company's status as an S corporation
continues, a written statement of the eligibility of the transferee to be a
shareholder in an S corporation, as defined by Section 1361 of the Code; and (c)
any consents which may be required by the Company in connection with the
continuation of the Company's status as an S corporation. The transferee in any
Transfer made pursuant to this Agreement (a "Transferee") shall take the
transferred Shares subject to and shall be fully bound by the terms of this
Agreement with the same effect as if such Transferee were originally a party
hereto.
1.3. Nonrecognition of Certain Transfers. The Company shall
not, nor shall it be compelled to, recognize any Transfer made other than in
accordance with the terms of this Agreement, nor shall it issue any certificates
representing Shares to any Person (as defined below) who has received such
Shares in a Transfer made other than in accordance with the terms of this
Agreement. As used herein, the term "Person" shall mean an individual,
partnership, corporation, limited liability company, association, trust, joint
venture, unincorporated organization or other entity of any kind, or any
government, governmental department or agency or political subdivision thereof.
1.4. Permitted Transfers. Notwithstanding Section 1.3 hereof,
and without complying with the provisions of Sections 2, 3, 4, 5 or 6 of this
Agreement, (a) any Shareholder may Transfer all or any portion of his or her
Shares upon the prior written consent of the Majority Shareholder; and (b) the
Controlling Shareholders may Transfer their Shares or purchase or otherwise
accept the Transfer of Shares or other equity securities of the Company from the
Company or any other Shareholder at any time and from time to time, in each case
without notifying the non-participating Shareholders of any such Transfer,
purchase or acceptance of Shares or equity securities by the Controlling
Shareholder. Following any Transfer made pursuant to the provisions of this
Section 1.4 (a "Permitted Transfer"), the Transferee (a "Permitted Transferee")
shall be required to make such Offers and Transfers with respect to the Shares
transferred to the Permitted Transferee as would be required by the terms of
this Agreement if such Shares were still owned by the transferor Shareholder,
and all references made to Shareholders herein shall include the Permitted
Transferee.
1.5. Rights of Legal Representatives. If a Shareholder who is
an individual dies or is adjudged by a court of competent jurisdiction to be
incompetent to manage his or her person or property, such Shareholder's
executor, administrator, guardian, conservator or other legal representative may
exercise all of the Shareholder's rights hereunder for the purpose of settling
the Shareholder's estate or administering the Shareholder's property. If a
Shareholder is a corporation, trust or other entity and is dissolved or
terminated, the powers of that Shareholder may be exercised by its legal
representative or successor.
2. Right of First Refusal.
2.1. Bona Fide Offer to Purchase Shares.
(a) If a Shareholder desires at any time to sell all
or any portion of its, his or her Shares (other than pursuant to a Permitted
Transfer as provided in Section 1.4 hereof), the Shareholder (the "Selling
Shareholder") shall first obtain a bona fide written offer from a third party
prospective purchaser (the "Bona Fide Offer") to purchase all, but not less than
all, of such Shareholder's Shares (the "Offered Shares") for cash; provided,
however, that non-cash sales of Shares shall may be permitted upon the prior
written consent of the Company to a non-cash Bona Fide Offer. The Bona Fide
Offer shall set forth its date, the proposed purchase price per Share (the
"Third Party Price Per Share"), the name and address of the third party
prospective purchaser (the "Proposed Transferee"), and such other terms and
conditions upon which the purchase is proposed to be made.
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(b) The Selling Shareholder shall transmit copies of
the Bona Fide Offer to the Company and to each of the other Shareholders
(collectively, the "Offeree Shareholders") within seven (7) days after the
Selling Shareholder's receipt of the Bona Fide Offer. Transmittal of the Bona
Fide Offer by the Selling Shareholder shall constitute an offer by the Selling
Shareholder to sell the Offered Shares, at the price and upon the terms set
forth in Section 4.1 hereof, first to the Company (the "Company Offer") and, to
the extent any Offered Shares are not purchased by the Company pursuant to the
terms hereof, then to the Offeree Shareholders (the "Shareholder Offers" and,
together with the Company Offer, the "Offers"). The manner and timing in which
the Offers may be accepted shall be as set forth in Sections 2.2 and 2.3.
2.2. The Company Offer.
(a) Exercise of the Right of First Refusal. For a
period of thirty (30) days after its receipt of the written Company Offer (the
"Company Offer Period"), the Company or a nominee of the Company shall have the
option (the "Company Right of First Refusal") to accept the Company Offer as to
any or all of the Offered Shares. The Company Right of First Refusal shall be
exercisable by written notice given within the Company Offer Period by the
Company to the Selling Shareholder (the "Company Acceptance Notice") setting
forth the number of Offered Shares to be purchased by the Company. Copies of the
Company Acceptance Notice shall be promptly delivered by the Company to the each
Offeree Shareholder. The failure of the Company to deliver a Company Acceptance
Notice to the Selling Shareholder prior to the expiration of the Company Offer
Period shall be deemed an election by the Company not to exercise the Company
Right of First Refusal to purchase any of the Offered Shares. If the Company
designates a nominee to purchase the Shares, the Company shall be deemed to have
guaranteed unconditionally the obligations of the nominee with respect to such
purchase.
(b) Attendance at Voting. The determination of
whether the Company shall accept a Company Offer shall be made by the Board of
Directors of the Company (the "Board of Directors"). Whenever the Board of
Directors meets to authorize the purchase of or to consider whether to purchase
Shares of a Shareholder, in the event that the Selling Shareholder also is a
member of the Board of Directors, such Shareholder shall not be entitled to vote
thereon and the lack of his or her vote shall not count in determining unanimity
or other required vote.
2.3. The Shareholder Offers.
(a) In the event that the Company does not elect to
purchase all of the Offered Shares in accordance with Section 2.2 hereof, the
Selling Shareholder shall, within five (5) days following the earlier of (a)
receipt of notice from the Company of its decision not to accept the Company
Offer as to all of the Offered Shares or (b) the expiration of the Company Offer
Period, give written notice to each of the Offeree Shareholders of the Company's
action or failure to take action with respect to the Offered Shares. By the
giving of such written notice, the Selling Shareholder shall be deemed to have
offered in writing to sell the Offered Shares not purchased by the Company (the
"Remaining Offered Shares") to the Offeree Shareholders pursuant to the
Shareholder Offers. For a period of thirty (30) days after its, his or her
receipt of a written Shareholder Offer (the "Shareholder Offer Period"), each
Offeree Shareholder shall have the option (the "Shareholder Right of First
Refusal") to accept the Shareholder Offer as to all or any part of the Remaining
Offered Shares. The Shareholder Right of First Refusal shall be exercisable by
written notice (the "Shareholder Acceptance Notice") delivered by the Offeree
Shareholder accepting the Shareholder Offer (the "Electing Shareholder") to the
Selling Shareholder setting forth the maximum number of Remaining Offered Shares
that the Electing Shareholder desires to purchase from the Selling Shareholder
(the "Purchase Commitment"). Each Electing Shareholder shall promptly deliver to
the Company and to each other Offeree Shareholder a copy of its, his or her
Shareholder Acceptance Notice.
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(b) Allocation of Selling Shareholder's Shares. The
Remaining Offered Shares shall be allocated to and purchased by the Electing
Shareholders as follows: each Electing Shareholder shall be allocated for
purchase the lesser of (i) such Electing Shareholder's proportionate part of the
Offered Shares which (Y) the number of Shares owned by such Electing Shareholder
bears to (Z) the total number of Shares owned by all Electing Shareholders, or
(ii) the Electing Shareholder's Purchase Commitment. Any Remaining Offered
Shares not allocated pursuant to the foregoing sentence shall be allocated among
the Electing Shareholders in proportion to the amounts of their respective
Electing Shareholder Purchase Commitments that were not satisfied under the
foregoing sentence (or in such other proportions as the Electing Shareholders
may otherwise agree).
(c) Prohibition Against Purchase. Notwithstanding any
provision to the contrary in this Section 2, no Shareholder may accept a
Shareholder Offer to purchase Remaining Offered Shares hereunder at a time when
such Shareholder (a) has initiated the process of selling its, his or her Shares
pursuant to this Section 2, or (b) has offered to sell Shares pursuant to the
provisions of Section 1.4 herein.
2.4. Acceptance of the Bona Fide Offer. If, at the end of the
Shareholder Offer Period, the Offers have not been accepted by the Company
and/or the Offeree Shareholders for the purchase of any or all of the Offered
Shares, then, except as set forth herein, the Selling Shareholder shall be
entitled, for a period of sixty (60) days thereafter, to sell all, but not less
than all, of the remaining Offered Shares to the third party prospective
purchaser at the Third Party Price Per Share and upon the terms and conditions
set forth in the Bona Fide Offer. If the remaining Offered Shares are not so
sold within the aforesaid 60-day period or any terms or conditions of the sale
are materially different from those terms and conditions originally set forth in
the Bona Fide Offer, the Selling Shareholder shall not be permitted to sell such
Offered Shares to a third party prospective purchaser without again complying
with this Section 2.
3. Legal Proceedings Against Shareholders; Change of Employment Status.
3.1. Legal Proceedings Against Shareholders. The parties agree
that the interests of the Company and its Shareholders would be seriously
affected by any sale or disposition of any Shareholder's Shares as a result of
any legal or equitable proceeding against such Shareholder. Accordingly, it is
hereby agreed that in the event of a Proceeding (as defined below) with respect
to any Shareholder, including without limitation any bankruptcy or divorce
proceeding, the Company (or its nominee) and the other Shareholders shall be
deemed to have received the Offers to purchase such Shareholder's Shares in
accordance with the provisions of Section 2 in the same manner as if the Company
and the other Shareholders had actually received the Offers under Section 2 on
the date the Company receives notice of a Proceeding. The price and terms of
purchase pursuant to the acceptance of the Offers granted in this Section 3.1
shall be those set forth in Section 4.2 hereof. Each Shareholder hereby agrees
to notify the Company immediately upon the event of a Proceeding, and to
continually update the Company as to the status and resolution of such
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Proceeding. If all Proceedings with respect to the Shareholder terminate and the
Shareholder retains record and beneficial ownership of some or all of such
Shareholder's Shares (the "Retained Shares"), then the Offers shall terminate
with respect to the Retained Shares; provided, however, that if any of the
Offers have been timely accepted but the purchase of such Retained Shares has
not yet been consummated, the acceptance shall be void, the consummation of the
purchase of the Retained Shares under this Section 3.1 shall not occur, and such
Retained Shares shall continue to be held by the Shareholder. As used herein, a
"Proceeding" shall mean an event in which (a) any judgment is obtained in any
legal or equitable proceeding against a Shareholder if such judgment has become
final and non-appealable and the sale of any of such Shareholder's Shares is
contemplated or threatened under legal process as a result of such judgment, (b)
any execution is issued on a judgment against a Shareholder, (c) any of the
Shares owned by a Shareholder are attached, (d) there is instituted by or
against a Shareholder any other form of legal proceeding or process (including,
without limitation, an action in divorce) by which the sale or transfer of any
of the Shares of such Shareholder becomes imminent (e.g., such Shares may be
sold or Transferred either voluntarily or involuntarily within ninety (90) days
after such proceeding or process), (e) a Shareholder makes an assignment for the
benefit of creditors, (f) a Shareholder admits such Shareholder's inability to
pay his or her debts as they mature, commences a voluntary case or proceeding
under any Bankruptcy Law, consents to the entry of an order for relief against
such Shareholder in an involuntary case or proceeding under any Bankruptcy Law,
or consents to the appointment of a receiver, trustee, liquidator or similar
official for such Shareholder or for all or substantially all of such
Shareholder's property, or (g) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law (as defined below) for relief against a
Shareholder in an involuntary case or proceeding and the order or decree remains
unstayed and in effect for sixty (60) days. As used herein, the term "Bankruptcy
Law" shall mean Title 11 of the U.S. Code or any similar federal or state law
for the relief of debtors.
3.2. Change of Employment Status. If at any time during the
term hereof an Employee Shareholder ceases to be an employee of the Company,
whether by means of voluntary or involuntary termination, with or without cause,
death, disability, or for any other reason whatsoever (a "Termination Event"),
then, upon the occurrence of the Termination Event with respect to any
Shareholder, the Company (or its nominee) shall be deemed to have received the
Company Offer to purchase such Shareholder's Shares in accordance with the
provisions of Section 2 in the same manner as if the Company had received the
Company Offer under Section 2 on the date of the Termination Event. The price
and terms of purchase pursuant to the acceptance of the Company Offer granted in
this Section 3.2 shall be those set forth in Section 4.2 hereof.
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4. Purchase Price and Terms; Closing; Transfers in Breach; Power of
Attorney.
4.1. In the Case of a Bona Fide Offer. The consummation of the
purchase of Shares by the Company or the Offeree Shareholders pursuant to the
Offers shall occur within the earlier of (a) sixty (60) days following the
expiration of the Company Offer Period if the Company elects to purchase all of
the Offered Shares and (b) sixty (60) days following the expiration of the
Shareholder Offer Period if the Company has not elected to purchase all of the
Offered Shares. The purchase price per Share and the terms of payment shall be
the Third Party Price Per Share contained in the Bona Fide Offer referred to in
Section 2.1, payable upon the terms of payment contained in the Bona Fide Offer.
4.2. In the Case of Legal Proceedings or Termination Events.
In the case of a Legal Proceeding or Termination Event, the consummation of the
purchase of Shares by the Company or the Offeree Shareholders pursuant to
Section 3 hereof shall occur within the earlier of (a) sixty (60) days following
the expiration of the Company Offer Period if the Company elects to purchase all
of the Offered Shares and (b) sixty (60) days following the expiration of the
Shareholder Offer Period if the Company has not elected to purchase all of the
Offered Shares; provided, however, that the purchase price to be paid by the
Company and/or the Offeree Shareholders for the Shares may, at the option of the
Company, be payable in installments payments to be made during the three (3)
year period following the Closing (as defined in Section 4.3 below) as
determined by the Company. The purchase price per Share shall be the book value
of the Share as set forth in the records of the Company.
4.3. Closing of Purchases. Any closing for the purchase and
sale of Shares pursuant to this Agreement (a "Closing") shall, unless otherwise
agreed to by all of the Purchasers (as defined below) and Selling Shareholder,
be held at the principal executive offices of the Company during regular
business hours. The precise date and hour of the Closing shall be fixed by the
Purchaser or Purchasers (within the time limits allowed by the provisions of
this Agreement) by notice in writing to the Selling Shareholder given at least
five (5) days in advance of the Closing date specified. In the event that more
than one (1) Purchaser is involved in a Closing and the Purchasers cannot agree
on a precise time of Closing, the precise time of settlement (within the time
limits allowed by the provisions of this Agreement) shall be fixed by the Board
of Directors by five (5) or more days written notice to the Purchasers and
Selling Shareholder. For purposes of this Agreement, "Purchaser(s)" shall mean
the Company and/or the Offeree Shareholders and/or any third party purchaser or
Person electing to purchase shares pursuant to the terms of this Agreement.
4.4. Delivery of Stock Certificates. At any Closing, the stock
certificate or certificates representing the Shares being sold shall be
delivered by the Selling Shareholder to the Purchaser or Purchasers, as the case
maybe, duly endorsed for transfer or with executed stock powers attached, with
any necessary documentary and transfer tax stamps affixed by the Selling
Shareholder. Cash payments, if any, to be made at or after Closing shall be by
bank cashier's check or wired federal funds. The Selling Shareholder, if a
personal representative of a Shareholder, shall, upon request of a Purchaser,
provide prior to the date of Closing evidence reasonably satisfactory to the
Purchaser of such personal representative's legal status as personal
representative of such Shareholder. If a Selling Shareholder becomes obligated
to Transfer any Shares to another Shareholder pursuant to any part of this
Agreement or to a third party purchaser pursuant to Section 4.3 hereof and fails
to deliver such Shares in accordance with the terms of this Agreement, such
Shareholder or Purchaser, as the case may be, may, at its, his or her option, in
addition to all other remedies it, he or she may have, either (a) send to the
Selling Shareholder the purchase price for such Shares as is herein specified,
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or (b) deposit such amount with a trustee or escrow agent for the benefit of the
Selling Shareholder for release upon delivery of such Shares to the trustee or
escrow agent in accordance with the terms of this Agreement. Thereupon, the
Company, upon written notice to the Selling Shareholder, (Y) shall cancel on its
books the certificate or certificates representing the Shares so required to be
transferred by the Selling Shareholder and (Z) shall issue, in lieu thereof, in
the name of such other Shareholder or Purchaser receiving the Shares, as the
case may be, a new certificate or certificates representing such Shares;
provided, however, the Company shall be under no obligation to so cancel and
issue Shares unless the receiving Shareholder or Purchaser, as the case may be,
delivers to the Company its agreement to indemnify, defend and hold harmless the
Company, its officers and employees, successors and assigns, from any and all
losses, claims, damages or liabilities (or actions in respect thereof) to which
the Company may become subject as a result of, arising out of, or based upon the
Company so canceling and issuing Shares, and such receiving Shareholder or
Purchaser, as the case may be, shall reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection therewith. All
of the Selling Shareholder's rights in and to such Shares shall terminate as of
the date of such notice.
4.5. Transfers of Shares in Breach of this Agreement. In the
event of any Transfer of Shares in breach of this Agreement, commencing
immediately upon the date of such attempted Transfer and without limiting any
other remedies available to the parties, (a) such Transfer shall be void and of
no effect; and (b) neither the Selling Shareholder nor the purported transferee
shall be entitled to exercise any rights with respect to such shares until such
Transfer in breach of this Agreement has been rescinded.
4.6. Attorney in Fact. Each Shareholder hereby grants to the
Board of Directors a special power of attorney irrevocably making, constituting
and appointing the Board of Directors as the Shareholder's attorney in fact,
with all power and authority to act in the Shareholder's name and on the
Shareholder's behalf and to execute, acknowledge and deliver and swear to in the
execution, acknowledgement, delivery and filing of assignments of Shares or any
other document that may be reasonably required by the Board of Directors to
effect a Transfer whenever a Shareholder is legally obligated to Transfer such
Shareholder's Shares under the terms of this Agreement but is unable or
unwilling to execute, acknowledge, deliver or swear to an assignment of Shares
necessary to effect such a Transfer.
5. Right of Co-Sale.
5.1. Right of Co-Sale. If the Company and the Offeree
Shareholders have waived or failed to timely exercise their Rights of First
Refusal under Section 2 hereof with respect to any portion of the Offered
Shares, then, subject to the Shareholders' right of co-sale as provided herein
(the "Right of Co-Sale"), the Selling Shareholder may Transfer to the Proposed
Transferee the remaining portion of the Offered Shares by giving written notice
(the "Right of Co-Sale Notice") to each Shareholder within five (5) days after
the expiration of the Shareholder Offer Period specifying the date of the
Closing of the Transfer of the Offered Shares to the Proposed Transferee, which
date shall be no earlier than fifteen (15) days and no later than thirty (30)
days after the date of delivery of the Right of Co-Sale Notice (the "Closing"),
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and the number of Offered Shares to be Transferred to the Proposed Transferee.
If the Selling Shareholder desires to Transfer any remaining Offered Shares to
the Proposed Transferee, each Offeree Shareholder shall have the right to
require, as a condition to such Transfer, that the Proposed Transferee agree to
purchase from such Offeree Shareholder, at the same price per share and on the
same terms and conditions as the Transfer by the Selling Shareholder, a number
of such Offeree Shareholder's Shares equal to a percentage of the Offered Stock
equivalent to the Shareholder's pro rata share (as defined below). The amount of
Offered Shares that the Selling Shareholder may actually Transfer to the
Proposed Transferee (after the application of this Section 5) shall be reduced
by the number of Offeree Shareholders' Shares that the Proposed Transferee
purchases pursuant to this section 5.1. This Right of Co-Sale shall not apply
with respect to Offered Shares Transferred to the Company or to Offeree
Shareholders under their respective Rights of First Refusal. As used herein, the
term "pro rata share" means the percentage determined by dividing (i) the number
of Shares then held by a Shareholder by (ii) the aggregate number of Shares then
held by all Shareholders of the Company.
5.2. Consummation of Co-Sale. An Offeree Shareholder may
exercise the Right of Co-Sale by delivering to the Selling Shareholder no fewer
than five (5) days before the Closing, a notice (the "Co-Sale Confirmation
Notice") setting forth the number of Shares, not to exceed such Offeree
Shareholder's pro rata share, and one or more certificates, properly endorsed
for Transfer, representing a number of Shares (not to exceed such Shareholder's
pro rata share) to be Transferred by the Selling Shareholder on behalf of such
Offeree Shareholder exercising its, his or her Right of Co-Sale. At the Closing,
one or more certificates or other instruments, properly endorsed for Transfer,
representing the Shares listed on the Co-Sale Confirmation Notice, will be
Transferred and delivered to the Transferee by the Selling Shareholder as set
forth in the Right of Co-Sale Notice, in consummation of the Transfer of the
Offered Stock pursuant to the terms and conditions specified in the Right of
Co-Sale Notice, and the Selling Shareholder shall remit, or shall cause to be
remitted, to each participating Offeree Shareholder, within ten (10) days after
such Closing, that portion of the proceeds of the Transfer to which each
participating Offeree Shareholder is entitled by reason of the Offeree
Shareholder's participation in such Transfer pursuant to the Right of Co-Sale.
After the closing, the Company shall promptly deliver a certificate for the
remaining balance of the securities held by each participating Offeree
Shareholder, if any, to each such participating Offeree Shareholder.
5.3. Selling Shareholder's Right to Transfer. If the Company
and the Offeree Shareholders have not elected to purchase all of the Offered
Stock, and to the extent that the Offeree Shareholders have not exercised their
Right of Co-Sale, the Selling Shareholder may Transfer that portion of the
Offered Shares permitted to be Transferred to the Proposed Transferee at the
Third Party Price Per Share, provided that such Transfer (a) is consummated
within thirty (30) days after the date of the Right of Co-Sale Notice, (b) is on
terms no more favorable than the terms proposed in the Offers, and (c) is in
accordance with all of the terms and conditions set forth in this Agreement. If
the Offered Shares are not so Transferred during such thirty (30) day period,
then the Selling Shareholder may not Transfer any of such Offered Shares without
complying again in full with the provisions set forth in this Agreement.
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5.4. Put Right. If a Selling Shareholder Transfers any Offered
Shares in contravention of the Right of Co-Sale under this Agreement (a
"Prohibited Transfer"), or if the Proposed Transferee is unwilling to purchase
any Shares from an Offeree Shareholder, such Offeree Shareholder may, by
delivery of written notice to such Selling Shareholder (a "Put Notice") within
ten (10) days after (a) the closing of the Prohibited Transfer or (b) the date
on which such Offeree Shareholder becomes aware of the Prohibited Transfer or
the terms thereof, require such Selling Shareholder to purchase from such
Offeree Shareholder, for cash or such other consideration as the Selling
Shareholder received in the Prohibited Transfer or at the closing of the
Prohibited Transfer, a number of the Offeree Shareholder's Shares having an
aggregate purchase price equal to the aggregate purchase price the Offeree
Shareholder would have received in the closing of such Prohibited Transfer if
such Offeree Shareholder had elected to exercise its Right of Co-Sale with
respect thereto or in the closing of the Prohibited Transfer if the Proposed
Transferee had been willing to purchase the Shares of the Offeree Shareholder.
The closing of such sale to the Selling Shareholder shall occur within ten (10)
days after the date of such Offeree Shareholder's Put Notice to such Selling
Shareholder.
6. Bring-Along Right.
6.1. Proposed Transfer. If the Majority Shareholder proposes
to sell Shares representing fifty-one percent (51%) or more of the then
outstanding Shares (a "Sale") in a bona fide, third party sale consummated in a
single Transfer or a series of related Transfers to a single purchaser or a
group of purchasers as part of a single transaction or group of related
transactions, then the Majority Shareholder shall have the right (the
"Bring-Along Right") to cause each of the other Shareholders (the "Other
Shareholders") to tender to the third party purchaser(s) (the "Third Party
Purchaser") for purchase, on the same terms of payment as apply to the Majority
Shareholder and at a price per Share equal to the book value of the Share as set
forth in the records of the Company, a number of Shares held by each Other
Shareholder equal to the total number of Shares held by such Other Shareholder
multiplied by a fraction, the numerator of which is the number of Shares the
Majority Shareholder proposes to sell in the Sale and the denominator of which
is the aggregate number of Shares held by the Majority Shareholder.
6.2. Bring-Along Notice. If the Majority Shareholder elects to
exercise his Bring-Along Right under Section 6.1, then the Majority Shareholder
shall notify the Company and the Other Shareholders in writing (the "Bring-Along
Notice"). Each Bring-Along Notice shall set forth (a) the name of the Third
Party Purchaser to which the Majority Shareholder proposes to sell its Shares
and the number of Shares proposed to be sold in the Sale, (b) the address of the
Third Party Purchaser, (c) the proposed amount and form of consideration and
terms of payment offered by the Third Party Purchaser, and any other material
terms pertaining to the Sale (the "Third Party Terms"), and (d) that the Third
Party Purchaser has been informed of the rights provided for in this Section 6
and has agreed to purchase Shares in accordance with the terms hereof. The
Bring-Along Notice shall be given at least thirty (30) days before the
consummation of the proposed Sale.
6.3. Consummation. Upon the giving of a Bring-Along Notice,
each Other Shareholder shall be entitled and obligated to sell the number of
Shares set forth therein to the Third Party Purchaser on the Third Party Terms.
Neither the Majority Shareholder nor any Other Shareholder shall consummate the
sale of any Shares if the Third Party Purchaser does not purchase all Shares
which the Shareholders are entitled to sell pursuant to this Section 6.
-9-
6.4. Settlement. At the consummation of the Sale, the Third
Party Purchaser shall remit to each Shareholder the consideration for the total
sales price of the Shares of such Shareholder sold pursuant hereto, upon
delivery by such Shareholder of certificate(s) for such Shares duly endorsed in
blank for transfer or accompanied by stock power(s) duly executed in blank, and
the compliance by such Shareholder with all other conditions to settlement
generally applicable to the Majority Shareholder and all Other Shareholders
selling Shares in the Sale (including the provision by the Other Shareholders to
the Third Party Purchaser of representations and warranties covering the same
subject matter as those provided by the Majority Shareholder).
7. Sale of the Company. If the Controlling Shareholders approve the
sale of the Company to a person or entity other than a person or entity that is
then an affiliate of the Company (whether by merger, consolidation, sale of all
or substantially all of the assets of the Company or sale of the outstanding
capital stock of the Company) (an "Approved Sale"), each Shareholder shall
consent to, vote for and raise no objection against, and shall waiver dissenters
and appraisal rights (if any) with respect to, the Approved Sale, and if the
Approved Sale is structured as a sale of stock, each Shareholder shall agree to
sell and shall be permitted to sell all of such Shareholder's Shares on the
terms and conditions approved by the Board of Directors and the Controlling
Shareholders. Each Shareholder shall, in connection with a sale of its Shares
pursuant to this Section 7, at the request of the Company and without further
cost and expense to the Company, execute and deliver such other instruments of
conveyance and transfer and take such other actions as may reasonably be
requested in order to consummate the Approved Sale. The obligations of each of
the Shareholders with respect to an Approved sale are subject to the
satisfaction of the condition that upon the consummation of the Approved Sale
all of the Shareholders will receive the same form and amount of consideration
per Share, or if any Shareholder is given an option as to the form and amount of
consideration to be received with respect to its, his or her Shares, all
Shareholders are given the same option with respect to their Shares.
8. Lock-Up Agreement. Each Shareholder hereby agrees that, in
connection with any registration of the offering of any securities of the
Company under the Securities Act of 1933, as amended (the "Securities Act"), for
the account of the Company, if so requested by the Company, such Shareholder
shall not sell or otherwise transfer any securities of the Company during the
period specified by the Board of Directors (the "Market Standoff Period"), with
such period not to exceed one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act.
The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such Market Standoff
Period. The provisions of this Section 8 shall be binding upon any transferee or
assignee of any Shares.
9. Restrictive Legends.
All certificates representing Shares now outstanding or hereafter
issued by the Company shall be marked with the following legend for so long as
the owner or the Shares are subject to any provision of this Agreement:
-10-
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
REQUIRED.
THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE HELD
SUBJECT TO AN AGREEMENT DATED ___________, 2003 BY AND AMONG
THIS COMPANY AND CERTAIN OF ITS THEN SHAREHOLDERS, AS IT MAY
BE AMENDED FROM TIME TO TIME (THE "SHAREHOLDERS' AGREEMENT"),
AND NEITHER THIS CERTIFICATE, THE SHARES REPRESENTED HEREBY,
NOR ANY INTEREST IN THIS CERTIFICATE OR IN SUCH SHARES MAY BE
TRANSFERRED OR DISPOSED OF VOLUNTARILY, BY OPERATION OF LAW OR
OTHERWISE, EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS
THEREOF. A COPY OF THE SHAREHOLDERS' AGREEMENT AND ALL
AMENDMENTS THERETO IS ON FILE AND MAY BE INSPECTED AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY."
The Company shall issue replacement stock certificates without the foregoing
legend to any Shareholder upon request following termination of this Agreement
pursuant to its terms.
10. Subchapter S Election of the Company.
10.1. The Subchapter S Elections. The Board of Directors may
at any time elect to cause the Company to file an S election under Section 1362
of the Code and comparable elections under applicable state or local tax laws
(each, a "Company S Election" and, collectively, the "Company S Elections"). The
Shareholders and the Company agree not to take any actions, and the Shareholders
agree that their heirs, beneficiaries, and personal representatives shall not
take any actions, which would, directly or indirectly, cause the termination of
any Company S Elections then in effect unless otherwise permitted pursuant to
this Section 10.
10.2. Conversion to Subchapter S Status. In the event that the
Board of Directors elects to cause the Company to file a Company S Election, the
Shareholders and the Company shall execute and file any and all documents, and
take any and all other actions, which the Company and/or its counsel deems
necessary or advisable in order to give effect to any such Company S Election.
After the filing of any Company S Election, the Board of Directors in its sole
discretion shall declare, and, upon such declaration, each Shareholder shall be
entitled to receive, out of any assets of the Company legally available
therefore, cash dividends payable from time to time and in such amounts as
determined by the Board of Directors in connection with tax liabilities, if any,
of the Shareholders which may result from the Company's status as an S
corporation.
-11-
10.3. Invalid Transfers. In the event that the Company files
or has filed a Company S Election, notwithstanding any provision in this
Agreement to the contrary, the Company shall not record on its books or
otherwise recognize any purported or intended transfer of Shares, whether by
operation of law or otherwise, and such transfer shall be null, void and of no
effect, if such transfer is to a transferee whose status as a Shareholder of the
Company would cause, directly or indirectly, the termination of any Company S
Election then in effect. The purported transferor or such transferor's estate,
if the transfer occurs by virtue of death of transferor, shall remain the
beneficial and record owner of the Shares subject to the purported transfer.
10.4. Revocation. The Shareholders and the Company agree to
maintain all Company S Elections in effect, unless and until the Board of
Directors elects to revoke any such election. In such event, the Shareholders
and the Company shall execute and file any and all documents, and take any and
all other actions, which counsel to the Company deems necessary or advisable in
order to give effect to any such agreement to revoke a Company S Election.
10.5. Dividing a Year.
(a) If a Company S Election is in effect at the date
of the Closing for the transfer of all of the Shares held by any Shareholder,
then at the request of the transferor and the Affected Shareholders (as defined
below), determined as of the date of the Closing, the Company and the Affected
Shareholders shall, to the extent permitted by law and for the year in which
settlement occurs, make the "election to terminate year" provided in Section
1377(a)(2) of the Code and any other applicable provisions of law, including
comparable state and local provisions as of the date of settlement. As used
herein, the term "Affected Shareholders" shall mean the transferor and all
transferees of the transferor's Shares during the taxable year and, in the event
that Shares are transferred by the transferor to the Company, the term shall
include all persons who are Shareholders during the taxable year.
(b) If a Company S Election is in effect on the date
of a "qualifying disposition" (as that term is defined in Treasury Regulation
Section 1.1368-1(g)(2)) of Shares held by any Shareholder, then at the request
of the Majority Shareholders (excluding the Shares of the Selling Shareholder),
the Company and each Shareholder who held Shares during the taxable year shall
elect under Treasury Regulation Section 1.1368-1(g)(2)(iii) to treat the taxable
year in which the transfer of the Shares occurred as if the taxable year
consisted of separate taxable years, the first of which ends at the close of the
day on which there is a qualifying disposition of Shares and the second of which
ends at the close of the regular taxable year of the Company.
-12-
10.6. Taxes Withheld. For so long as a Company S Election is
in effect, any amount paid by the Company for or with respect to any Shareholder
on account of any withholding tax or other tax payable with respect to the
income, profits or distributions of the Company pursuant to the Code, the
Treasury Regulations, or any state or local statute, regulation or ordinance
requiring such payment (a "Withholding Tax Act") shall be treated as a
distribution to such Shareholder for all purposes, consistent with the character
or source of the income, profits or cash which gave rise to the payment or
withholding obligation.
10.7. Tax Distributions. For each fiscal year or portion
thereof that the Company is an S corporation, the Company shall make
distributions to a Shareholder equal to the taxable income of the Company
attributable to the Shareholder multiplied by the maximum federal and state tax
rates that could apply to a Shareholder. The distribution shall be made not
later than April 10 of the year following the year of the taxable income, and
the Company shall use its best efforts to determine whether estimated tax
distributions should be made prior to April 10 to allow Shareholders to make
estimated tax payments on behalf of the taxable income of the Company.
11. Confidentiality.
Each Shareholder acknowledges that the Company shall provide to it, him
or her, and that it, he or she shall have access to, Confidential Information
(as defined below) concerning the Company. The Confidential Information may
include, without limitation, Company books and records, financial information
(including financial statements), correspondence, memoranda, notes, summaries,
analyses, studies, models, extracts of and documents and records reflecting,
based on or derived from Confidential Information as well as all copies and
other reproductions thereof, whether in writing or stored or maintained in or by
electronic, magnetic or other means, media or devices and any information with
respect thereto (the "Confidential Information"), but shall not include
information which is or becomes generally available to the public other than as
a result of a disclosure by a Shareholder without the Company's consent. Each
Shareholder hereby agrees to keep all Confidential Information confidential and
shall not disclose or reveal any Confidential Information to any person. In
addition, each Shareholder agrees that such Shareholder shall at any time upon
the Company's request return to the Company all Confidential Information.
12. Term of Agreement; Survival.
12.1. General. Unless terminated sooner by unanimous agreement
in writing of the Company and the Controlling Shareholders who are then parties
hereto, this Agreement shall terminate on the earliest of the following dates:
(a) the date on which there exists only one Shareholder, (b) upon the Company
making an assignment for the benefit of creditors, commencing a voluntary case
or proceeding under any Bankruptcy Law or consenting to the entry of an order
for relief against the Company in an involuntary case or proceeding under any
Bankruptcy Law, or consenting to the appointment of a custodian for the Company
or for all or substantially all of its property, (c) upon a court of competent
jurisdiction entering an order or decree under any Bankruptcy Law (i) for relief
against the Company in an involuntary case or proceeding, (ii) appointing a
custodian for the Company or for all or substantially all of its property, or
(iii) ordering the liquidation of the Company, and the order or decree remains
unstayed and in effect for sixty (60) days, or (d) upon the consummation of a
firmly underwritten public offering of the Company's Common Stock (other than a
registration statement on Forms S-8 or S-4 or any similar or successor forms or
any registration statement relating to an exchange offer or an offering of
securities solely to the Company's employees or Shareholders or used in
connection with an acquisition or business combination).
-13-
12.2. Effect of Bankruptcy or Insolvency. Notwithstanding
anything to the contrary contained in this Agreement, in the event that this
Agreement terminates for any reason set forth in Section 12.1(b) or (c), all
obligations to purchase and sell Shares pursuant to Sections 2, 5 and 6
hereunder shall terminate, and any and all transfers, payments or other action
made or taken with respect to sales of Shares pursuant to Sections 2, 5 and 6
hereunder made during the 180-day period preceding such termination of this
Agreement shall be rescinded by the parties or their respective personal
representatives. If an involuntary case or proceeding is commenced under any
Bankruptcy Law against the Company which, with the passage of time, could cause
a termination of this Agreement pursuant to Section 12.1(b) or (c), settlements
with respect to the sale of Shares pursuant to Sections 2, 5 and 6 hereunder
(including the provisions of Section 4 referred to therein) shall be deferred
until a determination of whether such case or proceeding shall cause a
termination of this Agreement pursuant to Section 12.1(b) or (c) and, if not,
such settlements shall be rescheduled by the purchasers to dates no later than
ninety (90) days following such determination.
12.3. Survival. Notwithstanding the foregoing, the provisions
of Sections 11 and 13 of this Agreement shall survive any termination of this
Agreement.
13. Rights, Obligations and Remedies. Recognizing that the Shares are
unique, that the remedy at law for any breach or threatened breach by a party
hereto of the covenants and agreements set forth in this Agreement would be
inadequate and that any such breach or threatened breach would cause such
immediate and permanent damage as would be irreparable and the exact amount of
which would be impossible to ascertain, the parties hereto agree that in the
event of any breach or threatened breach of any such covenant or agreement, in
addition to any and all other legal and equitable remedies which may be
available, any party hereto may specifically enforce the terms of this Agreement
and may obtain temporary and/or permanent injunctive relief without the
necessity of proving actual damage by reason of any breach or threatened breach
hereof and, to the extent permissible under the applicable statutes and rules of
procedure, a temporary injunction may be granted immediately upon the
commencement of any such suit and without notice.
14. Copy of Agreement to Be Kept on File.
The Company shall keep on file at its principal executive offices an
executed copy of this Agreement and all amendments thereto for review by any
Shareholder or such Shareholder's duly authorized representative at any and all
reasonable times.
-14-
15. Miscellaneous.
15.1. Voting Proxies. All Shares transferred pursuant to the
terms of this Agreement which are subject to an irrevocable proxy to vote such
Shares (a "Proxy") shall remain subject to that Proxy until the Proxy expires or
is otherwise terminated according to its terms.
15.2. Notice. Any notice required under this Agreement shall
be given in writing and shall be delivered personally, by facsimile (with answer
back received), by nationally recognized overnight courier service, by email or
electronic transmission, or by registered or certified mail, return receipt
requested, to a party to this Agreement at the address of such party recorded on
the Company's books and records. Any notice required to be given under this
Agreement to the estate of a deceased Shareholder shall be sent to the personal
representative of his or her estate at his or her address or, if no personal
representative is appointed, to the deceased Shareholder at his or her last
designated address. Any party may change his or her address for notice purposes
by sending a notice of such change to the Company. Any notice shall be deemed to
be delivered, given and received for all purposes of this Agreement (i) as of
the date delivered, if delivered personally or by facsimile to the person
entitled thereto; (ii) one (1) business day after being deposited with a courier
service or federal express for delivery; or (iii) two (2) business days after
being deposited if sent by registered or certified mail, return receipt
requested.
15.3. Binding Nature of Agreement; No Assignment. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, personal representatives, successors and assigns,
except that no party may assign or transfer its rights or obligations under this
Agreement, except for the right to receive payments pursuant to a settlement
pursuant to Section 3.1, without the prior written consent of the Controlling
Shareholder.
15.4. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. If any court determines
that any covenant, or any part of any covenant is invalid or unenforceable, all
other covenants shall not thereby be affected and shall be given full effect,
without regard to the invalid portions.
15.5. Entire Agreement; Amendment, Modification and
Termination. This Agreement contains the entire understanding among the parties
hereto and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof. This Agreement may be amended, modified or terminated
at any time in writing by the Majority Shareholder. Subject to the provisions of
Sections 12.2, no such amendment, modification or termination, nor any
termination pursuant to Section 12, shall affect the right of any person or
entity to receive, or the obligation of any person or entity to pay, on the
terms and conditions of this Agreement, the purchase price for Shares sold
pursuant to this Agreement prior to such amendment, modification or termination,
or the right or obligation of any person or entity to sell or purchase Shares,
on the terms and conditions of this Agreement, if the event giving rise to such
right or obligation to sell or purchase Shares has taken place prior to such
amendment, modification or termination.
-15-
15.6. Party No Longer Owning Securities. If a party hereto
ceases to own any Shares, such party shall no longer be deemed to be a
Shareholder for purposes of this Agreement.
15.7. Headings. The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.
15.8. Counterparts; Facsimile Signatures. This Agreement may
be executed in two or more counterparts (including execution by facsimile), each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
15.9. Waiver of Jury Trial. Each of the parties to this
Agreement waives, to the fullest extent permitted by law, any right to trial by
jury of any claim, demand, action or cause of action arising under this
Agreement. Each of the parties to this Agreement agrees and consents that any
such claim, demand, action or cause of action shall be decided by court trial
without a jury and that the parties to this Agreement may file an original
counterpart of a copy of this Agreement with any court as written evidence of
the consent of the parties hereto to the waiver of the right to trial by jury.
15.10. Governing Law. This Agreement shall be subject to and
governed by and interpreted in accordance with the laws of the Commonwealth of
Pennsylvania without regard to its conflicts of law provisions.
(Remainder of this page intentionally left blank)
-16-
IN WITNESS WHEREOF, the parties have executed this Shareholders'
Agreement as of the date first above written.
THE COMPANY
JUDGE GROUP ACQUISITION
CORPORATION, INC.
By: _________________________
Name:
Title:
MAJORITY SHAREHOLDER
_____________________________
Xxxxxx X. Judge, Jr.
CONTROLLING SHAREHOLDERS
TAKEMA LTD., L.P.
by Xxxxxx X. Judge, Jr., its General Partner
_____________________________
Xxxxxx X. Judge, Jr.
_____________________________
Xxxxxxx X. Xxxx
[Signature page to the Shareholders' Agreement.]
-17-
XXXXXXX XXXX DESCENDANTS' TRUST
By: _________________________
Name: Xxxxxxx X. Xxxx
Title: Special Investment Trustee
______________________________
Xxxx X. Xxxxxxx
______________________________
Xxxxx X. Judge
______________________________
Xxxxxx X. Judge III
______________________________
Xxx X. Judge
XXXX XXXXXX XXXXXXX
(Xxxx X. Xxxxxxx, CUST-Unit Xxxx. Min. Act-NJ)
By: _________________________
Name: Xxxx X. Xxxxxxx,
Title: Custodian
[Signature page to the Shareholders' Agreement.]
-18-
MEGAN XXXXXXXXX XXXXXXX
(Xxxx X. Xxxxxxx, CUST-Unit Xxxx. Min. Act-NJ)
By: _________________________
Name: Xxxx X. Xxxxxxx,
Title: Custodian
EMPLOYEE SHAREHOLDERS
____________________________
Xxxxxxxxx X. Xxxxxxxxxx
____________________________
Xxxxxxxx X. Xxxxxx
____________________________
Xxxxx X. Xxxxxx
____________________________
Xxxxxxx X. Xxxxxxx
____________________________
Xxxxxxx X. Xxxxxxxxx
____________________________
Xxxxxx X. Judge, Jr.
____________________________
Xxx Xxxxxxx
[Signature page to the Shareholders' Agreement.]
-19-
OTHER SHAREHOLDERS
____________________________
Xxxx X. Judge
____________________________
Xxxxxx X. Judge, Sr.
____________________________
Xxxxxxxx X. Xxxxxxx
____________________________
Xxxxxxxxx X. Judge
XXXXX X. XXXXX TTEE U/A/D 12/31/89 BY
XXXXXX X. XXXXX FBO XXXXXX X. XXXXXX
By: _________________________
Name:
Title:
XXXXX X. XXXXXX TTEE U/A DTD 12/31/90
BY XXXXXX X. XXXXX FBO XXXXX X. XXXXX
By: _________________________
Name:
Title:
XXXXX XXXXX TTEE U/A DTD 12/15/95 BY
XXXXXX X. XXXXX FBO XXXXX XXXXXX XXXXXX
By: _________________________
Name:
Title:
[Signature page to the Shareholders' Agreement.]
-20-
XXXXXX XXXXX XXXXXX TTEE U/A Dated
2/15/96 BY XXXXXX X.
XXXXX FBO XXXXXXXXX X. XXXXX
By: _________________________
Name:
Title:
XXXXX X. XXXXXX TTEE U/A DTD 6/1/91 BY
XXXXXX X. XXXXX FBO XXXXXX X. XXXXX III
By: _________________________
Name:
Title:
____________________________
Xxxxxxx Xxxxxxxx
[Signature page to the Shareholders' Agreement.]
-21-
EXHIBIT A
SHAREHOLDERS
------------
MAJORITY SHAREHOLDER
Xxxxxx X. Judge, Jr.
CONTROLLING SHAREHOLDERS (together with the Majority Shareholder)
Takema Ltd., L.P.
Xxxxxxx X. Xxxx
Xxxxxxx Xxxx Descendants' Trust
Xxxx X. Xxxxxxx
Xxxxx X. Judge
Xxxxxx X. Judge III
Xxx X. Judge
Xxxx Xxxxxx Xxxxxxx (Xxxx X. Xxxxxxx, CUST-Unit Xxxx. Min. Act-NJ)
Megan Xxxxxxxxx Xxxxxxx (Xxxx X. Xxxxxxx, CUST-Unit Xxxx. Act-NJ)
EMPLOYEE SHAREHOLDERS
Xxxxxxxxx X. Xxxxxxxxxx
Xxxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxxx
Xxxxxx X. Judge, Jr.
Xxx Xxxxxxx
OTHER SHAREHOLDERS
Xxxx X. Judge
Xxxxxx X. Judge, Sr.
Xxxxxxxx X. Xxxxxxx
Xxxxxxxxx X. Judge
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxx TTEE U/A/D/ 12/31/89 by Xxxxxx X. Xxxxx FBO Xxxxxx X. Xxxxxx
Xxxxx X. Xxxxxx TTEE U/A DTD 12/31/90 by Xxxxxx X. Xxxxx FBO Xxxxx X. Xxxxx
Xxxxx Xxxxx TTEE U/A DTD 12/15/95 by Xxxxxx X. Xxxxx FBO Jenna Xxxxxx Xxxxxx
Xxxxxx Xxxxx XxXxxx TTEE U/A Dated 2/15/96 by Xxxxxx X. Xxxxx FBO Xxxxxxxxx X.
Xxxxx
Xxxxx X. Xxxxxx TTEE U/A DTD 6/1/91 by Xxxxxx X. Xxxxx FBO Xxxxxx X. Xxxxx III
Xxxxxxx Xxxxxxxx
-22-
