Exhibit 99(d)(2)
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT, dated as of May 9, 2003 (this
"Agreement"), is by and among Judge Group Acquisition Corporation, a
Pennsylvania corporation ("Purchaser") and each of the parties listed on Exhibit
A hereto (each in his, her or its individual capacity, a "Shareholder," and,
collectively, the "Shareholders").
W I T N E S S E T H:
WHEREAS, contemporaneously with the execution and delivery of
this Agreement, Purchaser is commencing a cash tender offer (the "Offer") to
purchase all of outstanding shares of common stock of The Judge Group, Inc., a
Pennsylvania corporation (the "Company"), at a price of $1.05 per share, and
contemplating the prompt subsequent merger of Purchaser with and into the
Company (the "Merger");
WHEREAS, as of the date hereof, each Shareholder owns,
beneficially and of record the number of Shares set forth beside such
Shareholder's name on Exhibit A (all such Shares together with any additional
Shares which may hereafter be acquired by such Shareholder prior to the
termination of this Agreement, whether upon the exercise of options or by means
of purchase, dividend, distribution or otherwise, being referred to herein as
the "Owned Shares");
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, Purchaser and each Shareholder hereby agree as follows:
ARTICLE I
COVENANTS OF THE SHAREHOLDER
SECTION 1.1. No Inconsistent Arrangements. Except as
contemplated by this Agreement and the Merger Agreement, the Shareholders shall
not during the term (i) transfer (which term shall include, without limitation,
any sale, assignment, gift, pledge, hypothecation or other disposition), or
consent to any transfer of, any or all of the Owned Shares or any interest
therein, or create or permit to exist any Encumbrance (as defined in Section 4.3
hereof) on such Owned Shares, (ii) enter into any contract, option or other
agreement or understanding with respect to any transfer of any or all of the
Owned Shares or any interest therein, (iii) grant any proxy, power-of-attorney
or other authorization in or with respect to the Owned Shares, (iv) deposit the
Owned Shares into a voting trust or enter into a voting agreement or arrangement
with respect to the Owned Shares, or (v) take any other action that would in any
way restrict, limit or interfere with the performance of its obligations
hereunder or the transactions contemplated hereby.
SECTION 1.2. Waiver of Appraisal Rights. Each Shareholder
hereby waives any rights of appraisal or rights to dissent from the Merger.
SECTION 1.3. Stop Transfer. The Shareholders shall not request
that the Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of the Owned Shares,
unless such transfer is made in compliance with this Agreement.
SECTION 1.4. No Tender. The Shareholders will not tender any
of their Owned Shares in the Offer.
SECTION 1.5. Indemnity. The representations, warranties and
agreements made by the Shareholder herein shall survive the closing of this
Exchange as anticipated hereby. The Shareholder hereby agrees to indemnify and
hold harmless the Purchaser from and against any and all loss, liability, claim,
damage and expense (including, without limitation, attorney's fees and
disbursements) suffered or incurred as a result of a misrepresentation or breach
of any warranty or agreement made by the Shareholder in this Agreement.
ARTICLE II
EXCHANGE OF SHARES
SECTION 2.1. Exchange. The equity capitalization of Purchaser
(including shares reserved for issuance under Purchaser stock incentive plans)
immediately following the Exchange (as defined below) shall be as set forth on
Exhibit B hereto (the "Purchaser Equity Schedule"). Each Shareholder shall,
effective as of the expiration of the Offer, exchange such Shareholder's Owned
Shares for newly-issued shares of capital stock of Purchaser consistent with the
Purchaser Equity Schedule (the "Exchange").
SECTION 2.2. Certain Warranties. The transfer by the
Shareholders of the Owned Shares to Purchaser pursuant to this Agreement shall
pass to and unconditionally vest in Purchaser good and valid title to the Owned
Shares, free and clear of all Encumbrances whatsoever.
SECTION 2.3. Disclosure. Each Shareholder hereby authorizes
Purchaser to publish and disclose in the offer documents (including all
documents and schedules filed with the SEC), such Shareholder's identity and
ownership of the Owned Shares and the nature of its commitments, arrangements
and understandings under this Agreement.
ARTICLE III
SHAREHOLDER AGREEMENT
SECTION 3.1. Shareholder Agreement. The obligations of the
parties to effect the Exchange shall be conditioned on the execution, delivery
and effectiveness of the Shareholder Agreement attached hereto as Exhibit C by
parties named therein, including the Shareholders.
-2-
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
By executing this Agreement, the Shareholder makes the
following representations, declarations and warranties to the Purchaser, with
the intent and understanding that the Purchaser will rely thereon:
SECTION 4.1. Due Authorization, etc. Such Shareholder has all
requisite power and authority to execute, deliver and perform this Agreement, to
appoint Purchaser as its Proxy and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary action on the part of such Shareholder. This Agreement has been
duly executed and delivered by or on behalf of such Shareholder and constitutes
a legal, valid and binding obligation of such Shareholder, enforceable against
such Shareholder in accordance with its terms.
SECTION 4.2. No Conflicts; Required Filings and Consents.
(a) Except as would not impair or delay the ability
of such Shareholder to consummate the transactions contemplated hereby, the
execution and delivery of this Agreement by such Shareholder does not, and the
performance of this Agreement by such Shareholder will not, (i) subject to the
filings referred to in Section 4.2(b), conflict with or violate any law
applicable to such Shareholder or by which such Shareholder or any of such
Shareholder's assets is bound or affected or (ii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
acceleration or cancellation of, or result in the creation of an Encumbrance on
any assets of such Shareholder, including, without limitation, Owned Shares,
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which such
Shareholder is a party or by which such Shareholder or any of such Shareholder's
assets is bound or affected.
(b) If this Agreement is executed by a corporation,
partnership, trust or other entity, the consummation of the transactions
contemplated hereby is authorized by, and will not result in a violation of,
state law or such entity's charter or other documents or agreements.
(c) Except as would not impair or delay the ability
of such Shareholder to consummate the transactions contemplated hereby, the
execution and delivery of this Agreement by such Shareholder does not, and the
performance of this Agreement by such Shareholder will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
governmental or regulatory authority (other than any necessary filing under the
Securities Exchange Act of 1934, as amended).
SECTION 4.3. Title to Shares. Except as disclosed to Purchaser
in writing by such Shareholder, such Shareholder is the sole record and
beneficial owner of the Owned Shares, free and clear of any pledge, lien,
security interest, mortgage, charge, claim, equity, option, proxy, voting
restriction, voting trust or agreement, understanding, arrangement, right of
first refusal, limitation on disposition, adverse claim of ownership or use or
Encumbrance of any kind ("Encumbrances"), except for Encumbrances or proxies
arising pursuant to this Agreement. As of the date hereof, the Shares listed on
Exhibit A beside such Shareholder's name under the caption "Number of Shares"
are the only Shares owned of record or beneficially by such Shareholder.
-3-
SECTION 4.4. No Finder's Fees. No broker, investment banker,
financial advisor or other person is entitled to any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf of
such Shareholder. Such Shareholder, on behalf of itself and its affiliates,
hereby acknowledges that it is not entitled to receive any broker's, finder's,
financial advisor's or other similar fee or commission in connection with the
transactions contemplated hereby. The Shareholder agrees and acknowledges the
Exchange is made without an underwriter or placement agent who would have
responsibilities to the Shareholders, including that of exercising "due
diligence" in reviewing the accuracy and completeness of the Purchaser's
Confidential Private Placement Memorandum dated May , 2003 (the "Memorandum"),
other aspects of the Exchange and the business of the Purchaser. Accordingly,
the Shareholder agrees and acknowledges Shareholder's sole responsibility for a
"due diligence" investigation of the Purchaser.
SECTION 4.5. Investment Intent.
(a) The Shareholder has the requisite knowledge and
experience in business and financial matters to be capable of evaluating the
merits and risks of an investment in the Company and has determined that such an
investment is a suitable investment.
(b) The Shareholder acknowledges that the Shareholder
has been given (and the Shareholder's counsel, accountants or other advisors
have been given) the opportunity within a reasonable time prior to the execution
of this Agreement to ask questions of, and receive answers from, representatives
of the Purchaser regarding the Purchaser and this Exchange and to inspect such
documents and obtain any additional information as the Shareholder has required
(or the Shareholder's counsel, accountants or other advisers have required) so
as more fully to understand the nature of the investment and to verify the
accuracy of the information supplied to such Shareholder. The Shareholder
acknowledges that the Shareholder has received and reviewed a copy of the
Memorandum, including the exhibits contained therein. The Shareholder
acknowledges that, except as specifically set forth in this Agreement, no
representations or warranties have been made to the Shareholder, or to the
Shareholder's advisors or representatives, by the Purchaser or by others with
respect to the business of the Purchaser and this Exchange.
(c) The Shareholder is not relying on the Purchaser
or the Memorandum for advice with respect to tax considerations, the suitability
of the Shareholder's investment in the Purchaser or legal or economic
considerations.
(d) The Shareholder, if an individual, is at least 21
years of age and is a resident of the United States. The Shareholder's domicile
or principal place of business, if the Shareholder is a corporation,
partnership, trust or other entity, is set forth on the Signature Page hereto.
-4-
(e) The Shareholder recognizes that investment in the
Purchaser involves certain risks, including without limitation those set forth
in the Memorandum attached hereto and incorporated by reference, and the
Shareholder has taken full cognizance of and understands all of the risks
related to the exchange of shares. The Shareholder can bear the economic risks
of this investment and can afford the loss of Shareholder's entire investment in
the shares of the Purchaser. The Shareholder has adequate means of providing for
such Shareholder's current needs and possible personal contingencies, and has no
present or anticipated need for liquidity of an investment in the Purchaser. The
investment of the Shareholder in the Purchaser is reasonable in relation to such
Shareholder's net worth and financial needs.
(f) The Shareholder understands that neither the
exchange of the Shares has been passed upon, nor have the merits of this
investment been endorsed or approved by, any state or federal authorities.
(g) The Shareholder is investing in the Shares for
the Shareholder's own account as principal for investment and not with a view
toward resale or distribution. The Shareholder understands that such Shareholder
must bear the economic risk of an investment in the Shares for an indefinite
period. The Shareholder has been advised and is aware that: (1) there is no
public market for the Shares and it is not likely that any public market will
develop; and (ii) the Shares have not been registered under the Securities Act
of 1933, as amended (the "Act"), or the securities laws of any state or other
jurisdiction and, therefore, cannot be sold except in compliance with such law.
The Shareholder agrees not to sell or otherwise dispose of the Shares acquired
by the Shareholder unless the Shares are subsequently registered under the Act
and such state securities laws as are applicable or unless there are available
exemptions from such registration that are supported by an opinion of counsel
for the Shareholder, which opinion is satisfactory in form and substance to the
Company. The Shareholder has no present arrangement, understanding or agreement
for transferring or disposing of any or all shares of Purchaser. The Shareholder
agrees that a legend to the foregoing effect may be placed upon any and all
certificates representing shares of Purchaser. As a consequence of the
foregoing, the Shareholder understands that he, she or it may not be able to
liquidate the investment in the Purchaser's shares, even in the event of an
emergency.
(h) Unless otherwise indicated in response to the
Shareholder Representation Letter and Questionnaire, the Shareholder is an
"accredited investor" as that term is defined in Regulation D of the Act. The
Shareholder has accurately and fully completed the Shareholder Representation
Letter and Questionnaire, and is true and correct as of the date hereof. The
Shareholder's total commitment to investments which are not readily marketable
is not disproportionate to his or her net worth and will not become
disproportionate as a result of his or her investment in Purchaser's shares. The
Shareholder has such knowledge and experience in financial and business matters
that he or she is capable of evaluating the merits and risks of the investment,
and the Shareholder is a person who is able to bear the economic risk of his or
her investment in the Purchaser so that at the present time the Shareholder
could afford a complete loss of his or her investment.
-5-
(i) The Shareholder acknowledges that he or she
understands the meaning of the representations made herein, the Shareholder
further understands that the shares are being exchanged in reliance on specific
exemptions from the Registration requirements of federal and state securities
laws and the Purchaser is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgements and understandings set
forth herein in order to determine the applicability of such exemptions and the
suitability of the Shareholder to acquire shares of the Purchaser.
(j) The Shareholder covenants that he or she will
take no action and will not cause the Purchaser to take any action which would
interfere with the Purchaser's maintaining its status as an S corporation. The
Shareholder further agrees to take any actions necessary to have the Purchaser
treated as an S corporation for tax purposes.
(k) Shareholder hereby agrees to cooperate with the
Purchaser in all of its efforts to comply with any applicable federal, state or
local statutes and regulations.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to the each
Shareholder as follows:
SECTION 5.1. Due Organization, Authorization, etc. Purchaser
is duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation. Purchaser has all requisite corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by Purchaser have
been duly authorized by all necessary corporate action on the part of Purchaser.
This Agreement has been duly executed and delivered by Purchaser and constitutes
a legal, valid and binding obligation of each of Purchaser and Purchaser,
enforceable against Purchaser and Purchaser in accordance with its terms.
SECTION 5.2. Investment Intent. Purchaser will be acquiring
the Owned Shares pursuant to the Exchange for its own account and not with a
view to distribution or resale in any manner which would be in violation of the
Securities Act.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Termination. This Agreement shall terminate and
be of no further force and effect: (i) upon the written mutual consent of the
parties hereto; (ii) automatically and without any required action of the
parties hereto upon the withdrawal of the Offer; (iii) if at least a majority of
the outstanding Company shares, excluding Owned Shares of Shareholders, and
Company shares owned by executive officers of the Company not listed on Exhibit
A, fail to tender in the Offer; and (iv) if Purchaser fails to acquire a
sufficient number of Company shares, such that, after Company shares are
purchased pursuant to the Offer, Purchaser would own at least 80% of the
outstanding Company common stock. No such termination of this Agreement shall
relieve any party hereto from any liability for any breach of this Agreement
prior to termination.
-6-
SECTION 6.2. Further Assurance. From time to time, at another
party's request and without additional consideration, each party hereto shall
execute and deliver such additional documents and take all such further action
as may be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
SECTION 6.3. Specific Performance. Each Shareholder
acknowledges that if such Shareholder fails to perform any of its obligations
under this Agreement immediate and irreparable harm or injury would be caused to
Purchaser and Purchaser for which money damages would not be an adequate remedy.
In such event, each Shareholder agrees that each of Purchaser and Purchaser
shall have the right, in addition to any other rights it may have, to specific
performance of this Agreement. Accordingly, if Purchaser or Purchaser should
institute an action or proceeding seeking specific enforcement of the provisions
hereof, each Shareholder hereby waives the claim or defense that Purchaser or
Purchaser, as the case may be, has an adequate remedy at law and hereby agrees
not to assert in any such action or proceeding the claim or defense that such a
remedy at law exists. Each Shareholder further agrees to waive any requirements
for the securing or posting of any bond in connection with obtaining any such
equitable relief.
SECTION 6.4. Notice. All notices, requests, claims demands and
other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally or sent by overnight courier (providing
proof of delivery) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(a) If to Purchaser:
Judge Group Acquisition Corporation
c/o Xxxxxx X. Judge Jr.
Xxx Xxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
(b) If to a Shareholder:
To the appropriate address shown on Exhibit A.
SECTION 6.5. Headings. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
SECTION 6.6. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the maximum
extent possible.
-7-
SECTION 6.7. Entire Agreement; No Third-Party Beneficiaries.
This Agreement constitutes the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter of this Agreement, and this Agreement is not
intended to confer upon any person, other than the parties hereto, any rights or
remedies.
SECTION 6.8. Assignment. Neither this Agreement nor any of the
rights, interests or obligations under this Agreement may be assigned or
delegated, in whole or in part by any of the parties, other than by operation of
law; provided, however, that Purchaser may assign, in its sole discretion, its
rights and obligations hereunder to any direct or indirect wholly-owned
subsidiary of Purchaser, but no such assignment shall relieve Purchaser of its
obligations hereunder if such assignee does not perform such obligations. Each
Shareholder agrees that this Agreement and the Shareholder's obligations
hereunder shall attach to the Owned Shares and shall be binding upon any person
or entity to which legal or beneficial ownership of the Owned Shares shall pass
by operation of law.
SECTION 6.9. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof. Each of the parties hereto
(a) hereby irrevocably and unconditionally consents to submit to the personal
jurisdiction of the courts of the Commonwealth of Pennsylvania and of the United
States of America located in the Commonwealth of Pennsylvania in the event any
dispute arises out of this Agreement or any of the transactions contemplated by
this Agreement, (b) shall not object to or attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court,
and (c) shall not bring any action relating to this Agreement or any of the
transactions contemplated by this Agreement in any other court.
SECTION 6.10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 6.11. Amendment. This Agreement may not be amended
except by an instrument in writing signed by the parties hereto.
SECTION 6.12. Waiver. Any party hereto may (a) extend the time
for the performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties of the
other parties hereto contained herein or in any document delivered pursuant
hereto and (c) waive compliance by the other parties hereto with any of their
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only as against such party
and only if set forth in an instrument in writing signed by such party. The
failure of any party hereto to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of those rights.
-8-
SECTION 6.13. Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
instrument and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other parties.
SIGNATURE PAGE FOLLOWS
-9-
EXHIBIT A
List of Shares
Name Judge Shareholding %
----------------------------------------------------------------------------------------------------------
Buyout Participants
Xxxxxx X. Judge, Jr. (1) 5,784,307 42.97%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxx (2) 1,849,066 13.74%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxx X. Xxxxxxx 31,769 0.24%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxxx X. Judge 29,819 0.22%
000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000.
Xxxxxx X. Judge III 29,819 0.22%
000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000.
Xxx X. Judge 59,838 0.44%
000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000.
Xxxx X. Judge 3,890 0.03%
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000.
Xxxxxx X. Judge, Sr. 71,190 0.53%
000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000.
Xxxx Xxxxxx Xxxxxxx 26,648 0.20%
(Xxxx X. Xxxxxxx CUST-Unit Xxxx. Min. Act-NJ)
000 Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000.
Megan Xxxxxxxxx Xxxxxxx 10,000 0.07%
(Xxxx X. Xxxxxxx CUST-Unit Xxxx. Min. Act-NJ)
000 Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000.
-00-
Xxxxxxxx X. Xxxxxxx 53,700 0.40%
0 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000.
Xxxxxxxxx X. Xxxxxxxxxx 52,600 0.39%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxxxxxx X. Xxxxxx 2,900 0.02%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxxx X. Xxxxxx 2,500 0.02%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx 2,880 0.02%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxxxxx X. Xxxxxxxxx 12,000 0.09%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxxxxxxx X. Judge 11,500 0.09%
0 Xxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000.
Xxxxxx X. Judge, Jr. 41,702 0.31%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxx Xxxxxxx 600 0.00%
c/o The Judge Group, Inc.
Xxx Xxxx Xxxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000
Xxxxxx X. Xxxxx 180,900 1.34%
0000 Xx. Xxxxxxxx Xxxx
Xxxx Xxxx, XX 00000
-11-
Xxxxx X. Xxxxx TTEE U/A/D 12/31/89 by Xxxxxx X. Xxxxx FBO 26,300 0.20%
Xxxxxx X. Xxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Xxxxx X. Xxxxxx TTEE U/A DTD 12/31/89 by Xxxxxx X. Xxxxx 26,300 0.20%
FBO Xxxxx X. Xxxxx, Xx.
00 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Xxxxx Xxxxx TTEE U/A DTD 12/15/95 by Xxxxxx X. Xxxxx FBO 25,336 0.17%
Jenna Xxxxxx Xxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Xxxxxx Xxxxx XxXxxx TTEE U/A Dated 2/15/96 by Xxxxxx X. 25,336 0.17%
Xxxxx FBO Xxxxxxxxx X. Xxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Xxxxx X. Xxxxxx TTEE U/A DTD 6/1/91 by Xxxxxx X. Xxxxx 26,300 0.20%
FBO Xxxxxx X. Xxxxx III
00 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000
Xxxxxxx Xxxxxxxx 37,625 0.28%
0000 X.X. Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
8,424,825 62.58%
(1) Includes: 710,840 shares held by Takema Ltd., L.P. a Delaware limited
partnership of which Xxxxxx X. Judge, Jr. is general partner and has sole
dispositive and voting power.
(2) Includes 376,248 shares held by the Xxxxxxx Xxxx Descendants' Trust of
which Xxxxxxx X. Xxxx has sole dispositive power.
-12-
EXHIBIT B
Purchaser Equity Schedule
Name Purchaser Shareholdings % of Purchaser
-------------------------------------------------------------------------------------------------------------------
Buyout Participants
Xxxxxx X. Judge, Jr. (1) 5,784,307 68.66%
Xxxxxxx X. Xxxx (2) 1,849,066 21.95%
Xxxx X. Xxxxxxx 31,769 0.38%
Xxxxx X. Judge 29,819 0.35%
Xxxxxx X. Judge III 29,819 0.35%
Xxx X. Judge 59,838 0.71%
Xxxx X. Judge 3,890 0.05%
Xxxxxx X. Judge, Sr. 71,190 0.85%
Xxxx Xxxxxx Xxxxxxx
(Xxxx X. Xxxxxxx CUST-Unit Xxxx. Min. Act-NJ) 26,648 0.32%
Megan Xxxxxxxxx Xxxxxxx
(Xxxx X. Xxxxxxx CUST-Unit Xxxx. Min. Act-NJ) 10,000 0.12%
Xxxxxxxx X. Xxxxxxx 53,700 0.64%
Xxxxxxxxx X. Xxxxxxxxxx 52,600 0.62%
Xxxxxxxx X. Xxxxxx 2,900 0.03%
Xxxxx Xxxxxx 2,500 0.03%
Xxx Xxxxxxx 2,880 0.03%
Xxxxxxx X. Xxxxxxxxx 12,000 0.14%
Xxxxxxxxx X. Judge 11,500 0.14%
Xxxxxx X. Judge, Jr. 41,702 0.49%
Xxx Xxxxxxx 600 0.01%
Xxxxxx X. Xxxxx 180,900 2.15%
Xxxxx X. Xxxxx TTEE U/A/D 12/31/89 by Xxxxxx X. Xxxxx FBO
Xxxxxx X. Xxxxxx 26,300 0.31%
Xxxxx X. Xxxxxx TTEE U/A DTD 12/31/89 by Xxxxxx X. Xxxxx FBO
Xxxxx X. Xxxxx 26,300 0.31%
Xxxxx Xxxxx TTEE U/A DTD 12/15/95 by Xxxxxx X. Xxxxx FBO
Xxxxx Xxxxxx Xxxxxx 25,336 0.28%
Xxxxxx Xxxxx XxXxxx TTEE U/A Dated 2/15/96 by Xxxxxx X. Xxxxx
FBO Xxxxxxxxx X. Xxxxx 25,336 0.28%
Xxxxx X. Xxxxxx TTEE U/A DTD 6/1/91 by Xxxxxx X. Xxxxx FBO
Xxxxxx X. Xxxxx III 26,300 0.31%
Xxxxxxx Xxxxxxxx 37,625 0.45%
========= ======
Grand Total 8,424,825 100.00%
(1) Includes: 710,840 shares held by Takema Ltd., L.P. a Delaware limited
partnership of which Xxxxxx X. Judge, Jr. is general partner and has sole
dispositive and voting power.
(2) Includes 376,248 shares held by the Xxxxxxx Xxxx Descendants' Trust of
which Xxxxxxx X. Xxxx has sole dispositive power.
-13-
EXHIBIT C
Shareholder Agreement
-14-
