VOTING TRUST EXTENSION AGREEMENT
THIS AGREEMENT entered into as of January 18, 2019 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, 2017 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 1,819,674 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, 2019.
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, 2021, upon the occurrence prior to January 31, 2019 of the earlier of either:
(a) the execution of this Agreement by the holders of not less than 1,546,723 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 85% 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, 2021
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
Xxxxxxx Xxxxxxxxx 219,323 /s/ Xxxxxxx Xxxxxxxxx 10/11/18
Xxxxxx Xxxxxxxxx 400 /s/ Xxxxxx Xxxxxxxxx 10/11/18
Xxxxxx Xxxxxxxxx 29,715 /s/ Xxxxxx Xxxxxxxxx 10/12/18
Xxxxxx Xxxxxxxxx 29,715 /s/ Xxxxxx Xxxxxxxxx 10/11/18
Xxxxxx Xxxxxxxxx custodian for:
Xxxxxxx Xxxxxxxxx 700 /s/ Xxxxxx Xxxxxxxxx 10/11/18
Xxxxxxx Xxxxxxxxx 29,715 /s/ Xxxxxxx Xxxxxxxxx 12/10/18
Xxxxx Xxxxxx 27,240 /s/ Xxxxx Xxxxxx 10/12/18
Xxxxxx Xxxxxx 27,240 /s/ Xxxxxx Xxxxxx 10/12/18
TO JANUARY 31, 2021
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
Xxxxxx Xxxxxxx 177,174 /s/ Xxxxxx Xxxxxxx 11/11/18
Xxxxxxxx Xxxxxx 34,925 /s/ Xxxxxxxx Xxxxxx 11/12/18
Xxxxxxxx Xxxxxx custodian for:
Xxxxxx Xxxxxx 17,800 /s/ Xxxxxxxx Xxxxxx 11/12/18
Xxxxxxxx Xxxxxx custodian for:
Xxxxx Xxxxxx 6,400 /s/ Xxxxxxxx Xxxxxx 11/12/18
Xxxxx Xxxxxxx 31,075 /s/ Xxxxx Xxxxxxx 11/20/18
Xxxxx Xxxxxxx custodian for:
Xxxxxxx Xxxxxxx 17,500 /s/ Xxxxx Xxxxxxx 11/20/18
Xxxxx Xxxxxxx custodian for:
Xxxxxx Xxxxxxx 6,100 /s/ Xxxxx Xxxxxxx 11/20/18
TO JANUARY 31, 2021
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
Xxxxx Xxxxxxx 187,818 /s/ Xxxxx Xxxxxxx 11/21/18
Xxxxxx Xxxxxxx Jr. 27,400 /s/ Xxxxxx Xxxxxxx Jr. 11/21/18
Xxxxx Xxxxxxx 28,200 /s/ Xxxxx Xxxxxxx 11/21/18
CHS Foundation 913 /s/ Xxxxx Xxxxxxx 11/21/18
Xxxxx Xxxxxxx, Trustee
TO JANUARY 31, 2021
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
PNC, and its successors, as
trustee of the Xxxx X. Xxxxx Trust
for the benefit of XX Xxxxx III dated
December 8, 1981 as amended and
restated on September 16, 1989
By: Xxxxxxx Xxxx 121,678 /s/ Xxxxxxx Xxxx 1/10/19
PNC, and its successors,
as trustee of the Xxxxxxx X. Xxxxx, Xx.
Irrevocable Trust for the benefit of
XX Xxxxx III dated September 5, 1990.
By: Xxxxxxx Xxxx 57,067 /s/ Xxxxxxx Xxxx 1/10/19
Xxxxxxx Xxxxx III 43,766 /s/ Xxxxxxx Xxxxx III 1/5/19
Xxxxx Xxxxx 10,000 /s/ Xxxxx Xxxxx _ 1/12/19
Xxxxxxxx Xxxxxxxxx 17,092 /s/ Xxxxxxxx Xxxxxxxxx 1/5/19
Xxxxxxxx Xxxxxxxxx 1,000 /s/ Xxxxxxxx Xxxxxxxxx 1/5/19
Custodian for Xxxxx X. Xxxxxxxxx
Xxxxxxxx Xxxxxxxxx 1,000 /s/ Xxxxxxxx Xxxxxxxxx 1/5/19
Custodian for Xxxxx X. Xxxxxxxxx
C Xxxxx Xxxxx 18,959 /s/ C Xxxxx Xxxxx 1/5/19
TO JANUARY 31, 2021
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
PNC, and its successors,
as trustee of the Xxxx X. Xxxxx Trust
for the benefit of X Xxxxxx dated
December 8, 1981 as amended
and restated on September 16, 1989
By: Xxxxxxx Xxxx 121,678 /s/ Xxxxxxx Xxxx 1/10/19
PNC, and its successors,
as trustee of the Xxxxxxx X. Xxxxx, Xx.
Irrevocable Trust for the benefit of
X Xxxxxx dated September 5, 1990.
By: Xxxxxxx Xxxx 57,067 /s/ Xxxxxxx Xxxx 1/10/19
Xxxxxxx Xxxxxxx 57,541 /s/ Xxxxxxx Xxxxxxx 12/16/18
Xxxx Xxxxxx 13,363 /s/ Xxxx Xxxxxx 11/28/18
Xxxx Xxxxxx custodian for:
Xxxxxxx Xxxxxx 4,250 /s/ Xxxx Xxxxxx 11/28/18
Xxxx Xxxxxx custodian for:
Xxxxxxx Xxxxxx 4,250 /s/ Xxxx Xxxxxx 11/28/18
Xxxx Xxxxxx custodian for:
Xxxxxx Xxxxxx 1,950 /s/ Xxxx Xxxxxx 11/28/18
Xxxx Xxxxxx 16,113 /s/ Xxxx Xxxxxx 12/15/18
Xxxx Xxxxxx custodian for:
Xxxxxx Xxxxxx 400 /s/ Xxxx Xxxxxx 12/15/18
Xxxxx X Xxxxxx 14,863 /s/ Xxxxx X Xxxxxx 11/11/18
Xxxxx X Xxxxxx custodian for:
Xxxxxx Xxxxxx 900 /s/ Xxxxx X Xxxxxx 11/11/18
TO JANUARY 31, 2017
SHAREHOLDER NUMBER OF SHARES SIGNATURE DATE
PNC, and its successors,
as trustee of the Xxxxxxx X. Xxxxx, Xx.
Irrevocable Trust for the benefit of
H Xxxxx dated September 5, 1990.
By: Xxxxxxx Xxxx 57,068 /s/ Xxxxxxx Xxxx 1/10/19
PNC, and its successors,
as trustee of the Xxxx X. Xxxxx Trust
for the benefit of H Xxxxx dated
December 8, 1981 as amended
and restated on September 16, 1989
By: Xxxxxxx Xxxx 121,678 /s/ Xxxxxxx Xxxx 1/10/19
Xxxxxx Xxxxx 66,820 /s/ Xxxxxx Xxxxx 12/7/18
Xxxxxxx Xxx Xxxxx 6,255 /s/ Xxxxxxx Xxx Xxxxx 12/7/18
Xxxxxx Xxxxx Jr 25,000 /s/ Xxxxxx Xxxxx Jr 12/8/18
Xxxxxx Xxxxx Jr custodian for:
Xxxxxx Xxxxx 1,700 /s/ Xxxxxx Xxxxx Jr 12/8/18
Xxxxxx Xxxxx Jr custodian for:
Xxxxxxxxx Xxxxx 1,700 /s/ Xxxxxx Xxxxx Jr 12/8/18
Xxxxxx Xxxxx Jr custodian for:
Xxxxxxx Xxxxx 1,700 /s/ Xxxxxx Xxxxx Jr 12/8/18
Xxxxxxx X Xxxxx 25,000 /s/ Xxxxxxx X Xxxxx 12/15/18
Xxxxxxx X Xxxxx custodian for:
Elise Day Champ 1,700 /s/ Xxxxxxx X Xxxxx 12/15/18
Xxxxxxx X Xxxxx custodian for:
Xxxxxxx Xxxxx 1,700 /s/ Xxxxxxx X Xxxxx 12/15/18
Xxxxxxx X Xxxxx custodian for:
Xxxxxx Xxxxxx Champ 1,700 /s/ Xxxxxxx X Xxxxx 12/15/18
C Xxxxx Xxxxx 25,000 /s/ C Xxxxx Xxxxx 12/18/18
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