VOTING AGREEMENT
Exhibit
3
EXECUTION
COPY
VOTING
AGREEMENT, dated as of February 24, 2008 (this “Agreement”), among Abe
Investment, L.P., a Delaware limited partnership (“Parent”), Getty
Investments L.L.C., a Delaware limited liability company (“Investments”),
the October 1993 Trust, an Isle of Jersey trust (“1993 Trust”), the
Cheyne Walk Trust, a Nevada irrevocable private trust (“CWT”), the Xxxxxx
Family Trust B, a Nevada irrevocable private trust (“RFTB”), Xxxx X.
Getty, an individual (“Xxxx Xxxxx”), and the Options Settlement, an Isle
of Jersey trust (“Options Settlement,” and together with Investments,
1993 Trust, CWT, RFTB and Xxxx Xxxxx, the “Stockholders”).
WHEREAS,
concurrently herewith, Parent, Abe Acquisition Corp., a Delaware corporation
and
a wholly owned subsidiary of Parent (“Merger Sub”), and Getty Images,
Inc., a Delaware corporation (the “Company”), are entering into an
Agreement and Plan of Merger (the “Merger Agreement”; capitalized terms
used but not defined herein shall have the respective meanings set forth in
the
Merger Agreement), pursuant to which (and subject to the terms and conditions
set forth therein) Merger Sub will merge with and into the Company (the
“Merger”);
WHEREAS,
the Stockholders beneficially own the 8,942,593 shares of Company Common Stock
set forth on Exhibit A hereto (the “Owned Shares”), and the
Owned Shares, together with any shares of Company Common Stock acquired by
any
of the Stockholders after the date hereof, whether upon exercise of options
or
warrants, conversion of convertible securities or otherwise, are collectively
referred to herein as the “Covered Shares”;
WHEREAS,
in order to induce Parent to enter into the Merger Agreement and proceed with
the Merger, Parent and the Stockholders are entering into this Agreement;
and
WHEREAS,
each of the Stockholders acknowledges that Parent is entering into the Merger
Agreement in reliance on the representations, warranties, covenants and other
agreements of the Stockholders set forth in this Agreement and would not enter
into the Merger Agreement if the Stockholders did not enter into this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, Parent
and each of the Stockholders hereby agree as follows:
1. Agreement
to Vote. Each of the Stockholders agrees that it shall, and
shall cause any other holder of record of any Covered Shares to, at any meeting
of the stockholders of the Company (whether annual or special and whether or
not
an adjourned or postponed meeting) or in any other circumstances upon which
a
vote, consent or other approval of the Stockholders of the Company is sought
(i)
when a meeting is held, appear at such meeting or otherwise cause the Covered
Shares to be counted as present thereat for the purpose of establishing a
quorum, (ii) vote (or cause to be voted) all Covered Shares in favor of the
Merger and the adoption of the Merger Agreement and the transactions
contemplated by the Merger Agreement (the “Transactions”) and (iii) vote
(or cause to be voted) all Covered Shares against any Takeover Proposal and
any
other action that could reasonably be expected to impede, interfere with, delay,
postpone or adversely affect the Merger or any of the Transactions or result
in
a breach in any
material
respect of any covenant, representation or warranty or other obligation or
agreement of the Company under the Merger Agreement. Except as set
forth in this Section 1, the Stockholders shall not be restricted from voting
in
favor of, against or abstaining with respect to any matter presented to the
stockholders of the Company. In addition, nothing in this Agreement
shall limit the right of any Stockholder to vote any Covered Shares in
connection with the election of directors.
2. No
Inconsistent Agreements. Each of the Stockholders hereby
covenants and agrees that it (a) has not entered into, and shall not enter
into,
any voting agreement or voting trust, with respect to the Covered Shares (except
for the Stockholders’ Agreement, dated as of February 9, 1998 among the Company,
Investments, Xxxx Xxxxx, and the other parties thereto, as amended and in effect
as of the date hereof), (b) has not granted, and shall not grant, a proxy or
power of attorney with respect to the Covered Shares that is inconsistent with
its obligations pursuant to this Agreement and (c) has not entered into, and
shall not enter into, any agreement or undertaking that is otherwise
inconsistent with its obligations pursuant to this Agreement.
3. Termination. This
Agreement shall terminate upon the earliest of (a) the Effective Time,
(b) the termination of the Merger Agreement in accordance with its terms
and (c) written notice of termination of this Agreement by Parent to the
Stockholders; provided that nothing herein shall relieve any party hereto from
liability for any breach of this Agreement prior to any such
termination.
4. Representations
and Warranties.
(a) Representations
and Warranties of Parent. Parent hereby represents and warrants
to the Stockholders as follows:
(i) Valid
Existence. Parent is a limited partnership duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its
organization and has the requisite limited partnership power and authority
and
all necessary governmental approvals to own, lease and operate its properties
and to carry on its business as it is now being conducted.
(ii) Authority
Relative to This Agreement. Parent has all necessary limited
partnership power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement by Parent and the consummation by Parent of the transactions
contemplated hereby have been duly and validly authorized by all necessary
limited partnership action, and no other limited partnership proceedings on
the
part of Parent are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and
validly authorized, executed and delivered by Parent and, assuming due
authorization, execution and delivery by each of the Stockholders, constitutes
a
legal, valid and binding obligation of Parent, enforceable against Parent in
accordance with its terms, except that such enforceability is subject to the
Bankruptcy and Equity Exception.
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(iii) No
Conflicts. Except for (x) filings required under, and
compliance with other applicable requirements of, the Exchange Act and the
rules
and regulations of the NYSE, (y) the filing of the Certificate of Merger
with the Secretary of State of the State of Delaware pursuant to the DGCL and
(z) filings required under, and compliance with other applicable
requirements of, the HSR Act and Foreign Antitrust Laws, (A) no filing with,
and
no permit, authorization, consent or approval of, any Governmental Authority
is
necessary on the part of Parent for the execution and delivery of this Agreement
by Parent and the consummation by Parent of the transactions contemplated hereby
and (B) neither the execution and delivery of this Agreement by Parent nor
the
consummation by Parent of the transactions contemplated hereby nor compliance
by
Parent with any of the provisions hereof shall (1) conflict with or violate
the
certificate of limited partnership or limited partnership agreement (or similar
organizational document) of Parent, (2) result in any breach or violation of,
or
constitute a default (or an event which, with notice or lapse of time or both,
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a
Lien
on any property or asset of Parent pursuant to, any Contract to which Parent
is
a party or by which Parent or any property or asset of Parent is bound or
affected or (3) violate any Law or Order, except in the case of (2) or (3)
for
violations, breaches or defaults that would not in the aggregate materially
impair the ability of Parent to perform its obligations hereunder.
(b) Representations
and Warranties of the Stockholders. The Stockholders hereby,
severally and not jointly, represent and warrant to Parent as
follows:
(i) Ownership
of Securities. Each of the Stockholders is the only beneficial
owner and, except as otherwise noted on Schedule I hereto, the only
record holder of the Owned Shares set forth opposite his or its name on
Schedule I hereto, in each case free and clear of Liens (except for the
Lien on the Owned Shares of the 1993 Trust pursuant to the Contract described
on
Schedule II hereto). Each of the Stockholders has sole voting
power and sole power of disposition with respect to all of the Owned Shares
set
forth opposite his or its name on Schedule I hereto, with no restrictions,
subject to applicable federal securities laws on their rights of disposition
pertaining thereto (other than as created by this Agreement, the Rollover
Commitment Letter and the Interim Investors Agreement, dated as of the date
hereof (as amended from time to time, the “Investors Agreement”), among
the Stockholders, Parent and the other parties thereto). As of the
date hereof, none of the Stockholders own beneficially or of record any equity
securities of the Company other than (x) the Owned Shares set forth on Schedule
I, (y) 446,350 shares of Company Common Stock that may be acquired by Options
Settlement upon the exercise of options that are outstanding as of the date
hereof (the “Options”) and (z) 1,998 restricted stock units (the
“RSUs”) that are held by Xxxx Xxxxx. No Stockholder has
appointed or granted any proxy which is still in effect with respect to the
Covered Shares. Other than the Rollover Commitment Letter and the
Investors Agreement, there are no agreements or arrangements of any kind,
contingent or otherwise, obligating any Stockholder to transfer or cause to
be
transferred any Covered Shares and no Person has any contractual or other right
or obligation to purchase or otherwise acquire any of such Covered
Shares.
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(ii) Existence,
Power; Binding Agreement. Each of the Stockholders (other than
Xxxx Xxxxx) is validly existing and in good standing under the laws of the
jurisdiction of its formation or, in the case of an Investor that is a trust,
the jurisdiction of its domicile, and has the requisite power and authority
to
execute and deliver this Agreement, to perform its obligations hereunder and
to
consummate the transactions contemplated hereby. Xxxx Xxxxx has full
power and authority to execute and deliver this Agreement, to perform his
obligations hereunder and to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and
delivered by each of the Stockholders and, assuming due authorization, execution
and delivery by Parent, constitutes a legal, valid and binding obligation of
each of the Stockholders, enforceable against each of the Stockholders in
accordance with its terms, except that such enforceability is subject to the
Bankruptcy and Equity Exception. None of the Covered Shares
constitute community property or otherwise need spousal or other approval for
this Agreement to be a legal, valid and binding obligation of Xxxx Xxxxx,
enforceable against Xxxx Xxxxx in accordance with its terms.
(iii) No
Conflicts. Except (x) for filings required under, and compliance
with other applicable requirements of, the Exchange Act and the rules and
regulations of the NYSE, and (y) as set forth on Schedule I,
(A) no filing with, and no permit, authorization, consent or approval of, any
Governmental Authority is necessary on the part of any of the Stockholders
for
the execution and delivery of this Agreement by any of the Stockholders and
the
consummation by any of the Stockholders of the transactions contemplated hereby
and (B) neither the execution and delivery of this Agreement by the Stockholders
nor the consummation by the Stockholders of the transactions contemplated hereby
or compliance by the Stockholders with any of the provisions hereof shall (1)
in
the case of any Stockholder (other than Xxxx Xxxxx), conflict with or violate
any provision of its certificate of formation or operating agreement (or similar
organizational documents), (2) result in any breach or violation of, or
constitute a default (or an event which, with notice or lapse of time or both,
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or result in the creation of a
Lien
on any property or asset of any of the Stockholders pursuant to any Contract
to
which any of the Stockholders is a party or by which any of the Stockholders
or
any property or asset of any of the Stockholders is bound or affected, except
for the Lien on the Owned Shares of the 1993 Trust pursuant to the Contract
described on Schedule II hereto, or (3) violate any Law or Order
applicable to any of the Stockholders or any of its or his properties or assets,
except in the case of (2) or (3) for violations, breaches or defaults that
would
not in the aggregate materially impair the ability of any of the Stockholders
to
perform its obligations hereunder.
(iv) Accredited
Investor. Each of the Stockholders is an “accredited investor”
(as defined under the Securities Act) and a sophisticated investor, is
capable
of evaluating the merits and risks of its investments and has the capacity
to
protect its own interests.
5. Certain
Covenants of the Stockholders. Except in accordance with the
terms of this Agreement, each of the Stockholders hereby, severally and not
jointly, covenants and agrees as follows:
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(a) No
Solicitation. Subject to Section 6 hereof in the case of Xxxx
Xxxxx and the last sentence of this Section 5(a), each of the Stockholders
agrees that he or it shall not, and shall use his or its reasonable best efforts
to cause his and its Representatives not to, (i) directly or indirectly,
initiate, knowingly solicit or knowingly encourage (including by way of
furnishing non-public information) any inquiries regarding or the making of
any
proposal or offer that constitutes, or could reasonably be expected to result
in, any Takeover Proposal, (ii) engage in, continue or otherwise participate
in
any discussions or negotiations regarding any Takeover Proposal or (iii) endorse
or enter into any agreement or letter of intent with respect to any Takeover
Proposal. If any of the Stockholders receives (including by
notification from any of his or its Representatives) any inquiry or proposal
with respect to any Takeover Proposal or the sale of shares of Company Common
Stock held by any Stockholder (including a request for Permitted Discussions
(as
defined below)), then such Stockholder shall promptly (and in any event within
twenty-four (24) hours after receipt by (or notification to) such Stockholder)
inform Parent of the terms and conditions, if any, of any such inquiry or
proposal and the identity of the Person making it. Such Stockholder’s
notice shall include (i) a copy of any written Takeover Proposal or inquiry
or
proposal with respect to the sale of shares of Company Common Stock and any
other documents provided to such Stockholder or any of his or its
Representatives with respect to such Takeover Proposal or sale of shares of
Company Common Stock or (ii) in respect of any Takeover Proposal or any inquiry
or proposal relating to a sale of shares of Company Common Stock not made in
writing, a written summary of the material terms of such Takeover Proposal,
inquiry or proposal, including the identity of the Person or group of Persons
making the Takeover Proposal, inquiry or proposal. Such Stockholder
shall keep Parent reasonably informed on a prompt basis of the status and
developments regarding any such inquiry or proposal (including the status of
any
Permitted Discussions and developments relating thereto). Nothing in
this Section 5(a) shall prohibit any Stockholder from contacting any Person
making any inquiry or proposal in order to notify such Person of the provisions
of this Agreement or from informing the Company of any information required
to
be communicated by such Stockholder to Parent pursuant to this Section
5(a). Subject to Section 6 hereof in the case of Xxxx Xxxxx and the
last sentence of this Section 5(a), each of the Stockholders and his or its
Representatives shall cease and cause to be terminated any discussions or
negotiations with any Person conducted heretofore with respect to any Takeover
Proposal or the sale of shares of Company Common Stock held by any
Stockholder. Subject to the Stockholders’ compliance in all material
respects with this Section 5(a) and the Company’s compliance in all material
respects with Section 5.4 of the Merger Agreement, Investments may engage in
or
otherwise participate in discussions or negotiations (“Permitted
Discussions”) with any Person with respect to a Takeover Proposal and a
potential waiver or amendment of the Restated Option Agreement, dated February
9, 1998, among Investments, the Company and Getty Communications Limited (f/k/a
Getty Communications plc) (the “Restated Option Agreement”) if, prior to
engaging in or otherwise participating in any such discussions or negotiations
with such Person, (1) the board of directors of the Company has received from
such Person a written Takeover Proposal after the date of this Agreement and
prior to obtaining the Company Stockholder Approval that the board of directors
of the Company determines constitutes or could reasonably be expected to result
in a Superior Proposal and authorizes the Company to engage in discussions
or
negotiations with such Person regarding such Takeover Proposal and (2) the
board
of directors specifically requests in writing that Investments engage in or
otherwise participate in discussions or negotiations with such Person and
Investments shall have delivered a copy of such request to Parent, provided
that
(x) any
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Permitted
Discussions with Investments shall be conducted in the presence of the Company’s
financial advisor or outside counsel (and, if requested by Investments, the
financial advisor or outside counsel of Investments) and shall cease if the
Company determines not to pursue such Takeover Proposal and notifies Investments
in writing of such determination and (y) any such waiver or amendment shall
be
on the same terms as the Waiver and Amendment to the Restated Option Agreement
dated as of the date hereof among Parent and the parties to the Restated Option
Agreement or on terms less favorable to such Person.
(b) Restriction
on Transfer, Proxies and Non-Interference. Each of the
Stockholders hereby agrees, except as expressly contemplated by the Rollover
Commitment Letter, not to (i) sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any Contract, option or other arrangement
or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Covered Shares, the Options
or
the RSUs, or (ii) knowingly take any action that would make any representation
or warranty of any of the Stockholders contained herein untrue or incorrect
or
have the effect of preventing or disabling any of the Stockholders from
performing his or its obligations under this
Agreement. Notwithstanding the foregoing, the 1993 Trust may make
transfers of its Covered Shares for estate planning or similar purposes to
Xxxx
Xxxxx and/or any trusts solely for the benefit of Xxxx Xxxxx and/or the spouse
and descendants of Xxxx Xxxxx so long as the 1993 Trust retains sole control
over the voting and disposition of such Covered Shares and agrees in writing
to
continue to vote such Covered Shares in accordance with this Agreement;
provided, however, that, prior to and as a condition to the
effectiveness of any such transfer, each such Person to whom any of such Covered
Shares is to transferred shall have executed and delivered to Parent a
counterpart of this Agreement pursuant to which such Person shall agree to
be
bound by all the terms and provisions of this Agreement.
(c) Certain
Notifications. Each of the Stockholders agrees, while this
Agreement is in effect, to promptly notify Parent of the number of any new
shares of Company Common Stock acquired by such Stockholder, if any, after
the
date hereof (including, upon exercise of Options or vesting of
RSUs).
6. Fiduciary
Duties. Notwithstanding anything in this Agreement to the
contrary, nothing herein shall be construed to limit or affect any action taken
by Xxxx X. Getty acting in his capacity as a director of the Company and in
compliance with the Merger Agreement.
7. No
Control. Nothing contained in this Agreement shall give Parent
the right to control or direct the Company or the Company’s
operations.
8. Amendment. This
Agreement may not be amended except by an instrument in writing signed by each
of the parties hereto.
9. Non-Survival
of Representations and Warranties. The respective representations
and warranties of the Stockholders and Parent contained herein shall not survive
the closing of the transactions contemplated hereby and by the Merger
Agreement.
10. Notices. Each
party hereto agrees that notice or the service of process in any action, suit
or
proceeding arising out of or relating to this Agreement shall be properly served
or
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delivered
if delivered to the addresses of the parties set forth in, and in the manner
contemplated by, the Interim Investors Agreement.
11. 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 materially 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 a mutually acceptable manner
in
order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.
12. Entire
Agreement; Assignment. This Agreement, together with the Rollover
Commitment Letter and the Investors Agreement, constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties hereto with respect to the subject matter hereof. This
Agreement shall not be assigned by operation of law or otherwise by any party
hereto without the prior written consent of the other parties hereto, except
that Parent may assign all or any of its rights and obligations hereunder to
any
Affiliate of Parent; provided, however, that no such assignment
shall relieve the assigning party of its obligations hereunder if such assignee
does not perform such obligations.
13. Rules
of Construction. The parties to this Agreement have been
represented by counsel during the negotiation and execution of this Agreement
and waive the application of any Laws or rules of construction providing that
ambiguities in any agreement or other document will be construed against the
party drafting such agreement or other document.
14. Governing
Law; Consent to Jurisdiction. (a) This Agreement, and
all claims or causes of action (whether in contract or tort) that may be based
upon, arise out of or relate to this Agreement or the negotiation, execution
or
performance of this Agreement (including any claim or cause of action based
upon, arising out of or related to any representation or warranty made in or
in
connection with this Agreement or as an inducement to enter into this Agreement)
shall be governed by, and construed, interpreted and enforced in accordance
with, the Laws of the State of Delaware, without regard to conflict of laws
principles.
(b) Any
legal action, suit or proceeding arising out of or relating to this Agreement
or
the transactions contemplated hereby shall be heard and determined exclusively
in the Court of Chancery of the State of Delaware or, in the event (but only
in
the event) that such court does not have subject matter jurisdiction over such
action or proceeding, in the federal courts of the United States of America
located in the State of Delaware. Each party hereto hereby
irrevocably (i) submits to the exclusive jurisdiction of the Court of
Chancery of the State of Delaware or federal courts of the United States of
America located in the State of Delaware in respect of any legal action, suit
or
proceeding arising out of or relating to this Agreement and (ii) waives,
and agrees not to assert, as a defense in any such action, suit or proceeding,
any claim that it is not subject personally to the jurisdiction of such courts,
that its property is exempt or immune from attachment or execution, that the
action, suit or proceeding is brought in an
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inconvenient
forum, that the venue of action, suit or proceeding is improper or that this
Agreement or the transactions contemplated hereby may not be enforced in or
by
such courts.
(c) Each
party hereto agrees that notice or the service of process in any action, suit
or
proceeding arising out of or relating to this Agreement shall be properly served
or delivered if delivered in the manner contemplated by Section 10.
(d) The
consents to jurisdiction set forth in this Section 14 shall not constitute
general consents to service of process in the State of Delaware and shall have
no effect for any purpose except as provided in this Section 14 and shall not
be
deemed to confer rights on any Person other than the parties
hereto. The parties hereto agree that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
applicable law.
15. WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL
BY
JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
16. Specific
Performance. The parties hereto agree that irreparable damage
would occur in the event any provision of this Agreement were not performed
in
accordance with the terms hereof and that the parties hereto shall be entitled
to specific performance of the terms hereof, in addition to any other remedy
at
law or equity.
17. Relationship
of the Trustee. The parties acknowledge and agree that in the
case of any party which is a trust, (i) the trustee of such trust is entering
into this Agreement and in its representative capacity as trustee only and
not
in its individual capacity; (ii) the trustee (in its capacity as trustee) shall
have no personal liability under or arising out of this Agreement; and (iii)
all
payments to be made by a trust pursuant to this Agreement shall be made solely
from the assets of the applicable trust and not from the personal assets of
the
trustee.
18. Headings. The
descriptive headings contained in this Agreement are included for convenience
of
reference only and shall not affect in any way the meaning or interpretation
of
this Agreement.
19. Counterparts. This
Agreement may be executed and delivered (including by facsimile transmission)
in
one or more counterpart, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original
but
all of which taken together shall constitute one and the same.
[Remainder
of page intentionally left blank]
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IN
WITNESS
WHEREOF, Parent and each of the Stockholders have executed or caused to be
executed this Agreement as of the date first written above.
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ABE
INVESTMENT, L.P.
By: Abe
GP LLC, its general partner
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By:
Xxxxxxx & Xxxxxxxx Capital Partners VI, L.P.,
its
managing member
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By:
Xxxxxxx & Xxxxxxxx Investors VI, L.P.,
its
general partner
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By:
Xxxxxxx & Xxxxxxxx LLC,
its
general partner
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By:
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/s/
Xxxxxxx Xxx
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Name:
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Xxxxxxx
Xxx
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Title:
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Managing
Director
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| STOCKHOLDERS: | ||
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GETTY
INVESTMENTS L.L.C.
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By:
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/s/
Xxx X. Xxxxx
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Xxx
X. Xxxxx
Officer
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CHEYNE
WALK TRUST
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Remainderman
Ltd., as Trustee,
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By:
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Xxxxxx
Place Investments,
as
Administrative Agent
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By:
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/s/
Xxx X. Xxxxx
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Xxx
X. Xxxxx
Chief
Investment Officer
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XXXXXX
FAMILY TRUST B
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Remainderman
Ltd., as Trustee,
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By:
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Xxxxxx
Place Investments,
as
Administrative Agent
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By:
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/s/
Xxx X. Xxxxx
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Xxx
X. Xxxxx
Chief
Investment Officer
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GFT
LLC, as Trustee
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By:
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Xxxxxx
Place Investments,
as
Administrative Agent
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By:
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/s/
Xxx X. Xxxxx
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Xxx
X. Xxxxx
Chief
Investment Officer
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[Voting
Agreement Signature Page]
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THE
OCTOBER 1993 TRUST
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RBC
Trustee (CI) Limited, as Trustee
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By:
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/s/
Xxxxxx Xxxxx Xxxxxxx Le Vesconte
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Xxxxxx
Xxxxx Xxxxxxx Le Vesconte
Authorised
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THE OPTIONS
SETTLEMENT
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RBC
Trustee (CI) Limited, as Trustee
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By:
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/s/
Xxxxxx Xxxxx Xxxxxxx Le Vesconte
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Xxxxxx
Xxxxx Xxxxxxx Le Vesconte
Authorised
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/s/
Xxxx X. Getty
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Xxxx
X. Getty
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[Voting
Agreement Signature Page]
Exhibit A
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Stockholder
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Owned
Shares
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Getty
Investments L.L.C.
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8,273,301
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Cheyne
Walk Trust
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24,377
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Xxxxxx
Family Trust B
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7,313
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Xxxx
Xxxxx
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15,000
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The
October 1993 Trust
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622,602
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Of
the
8,273,301 shares of the Company owned by Getty Investments L.L.C., 62,471 are
registered in book entry form at The Northern Trust Company as custodian and
would be held under the “street name” for The Northern Trust
Company. The remaining 8,210,830 shares are certificated and
registered in the name of Getty Investments L.L.C.
The
24,377
shares of the Company owned by Cheyne Walk Trust are registered in book entry
form at The Northern Trust Company as custodian and would be held under the
“street name” for The Northern Trust Company.
The
7,313
shares of the Company owned by Xxxxxx Family Trust B are registered in book
entry form at The Northern Trust Company as custodian and would be held under
the “street name” for The Northern Trust Company.
The
15,000
shares held by Xxxx Xxxxx are registered in book entry form at Xxxxxx Xxxxxxx
account in San Francisco and would be held under the “street name” for Xxxxxx
Xxxxxxx.
In
the
case of shares issued to a Stockholder that is a trust, the name of the trustee
acting on behalf of the trust also may be shown on the account or on the share
certificate.
