EXHIBIT (c)(2)
STOCKHOLDERS AGREEMENT
AGREEMENT dated September 14, 1995, among G-1 HOLDINGS, INC., a Delaware
corporation ("Parent"), USI ACQUISITION COMPANY, a Texas corporation and a
direct wholly-owned subsidiary of Parent ("Sub"), and the other parties
signatory hereto (each a "Stockholder", and collectively, the "Stockholders").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, councurrently herewith, Parent, Sub and U. S. Intec, Inc., a
Texas corporation (the "Company"), have been negotiating in good faith the
terms of an Agreement and Plan of Merger; and
WHEREAS, as an inducement and a condition to continuing such negotiations,
Parent has required that the Stockholders agree, and the Stockholders have
agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representation, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. Fore purposes of this Agreement:
a. "Beneficially Own" or "Beneficially Ownership" with respect to any
securities (as determined pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including pursuant to any
agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a Person shall include securities Beneficially owned by
all of the Persons with whom such person would constitute a "group" as within
the meanings of Section 13(d)(3) of the Exchange Act.
b. "Company Common Stock" shall mean at any time the common stock, $.02
par value, of the Company.
c. "Person" shall mean an individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other entity.
2. Tender of Shares.
a. Each Stockholder hereby agrees to validly tender (and not to withdraw)
pursuant to and in accordance with the terms of such a tender offer (the
"Offer"), as may be commenced by Parent or Sub at a price not less than $9.05
per share (the "Price"), the number of shares of Company Common Stock set forth
opposite such Stockholder's name on Schedule I hereto (the "Existing Shares",
and together with any shares of Company Common Stock acquired by such
Stockholder after the date hereof and
prior to the termination of this Agreement whether upon the exercise of
options, warrants or rights, the conversion of exchange of convertible
or exchangeable securities, or by means of purchase, dividend, distribution
or otherwise, the "Shares"), Beneficially Owned by him, her or it. Each
Stockholder hereby acknowledges and agrees the Parent's or Sub's obligation
to accept for payment and pay for Shares in the Offer, including the Shares
Beneficially Owned by such Stockholder, will be subject to the terms and
condition of the Offer.
b. The transfer by each Stockholder of his, her or its Shares to Sub in
the Offer shall pass to, and unconditionally vest in, Sub good and valid title
to the number of Shares set forth opposite such Stockholder's name on Schedule
I hereto, free and clear of all claims, liens, restrictions, security interest,
pledges, limitations and encumbrances whatsoever.
c. Each Stockholder hereby agrees to permit Parent and Sub to publish
and disclose in the offer documents relating to the Offer and his, her or its
identity and ownership of Company Common Stock and the nature of his, her or
its commitments, arrangements and understandings under this Agreement.
3. Provisions Concerning Company Common Stock. Each Stockholder hereby
agrees that during the period commencing on the date hereof and continuing
until the later of (x) 180 days from the date hereof or (y) if a Merger
Agreement (as hereinafter defined) is executed and delivered within such 180
day period, the first to occur of (i) the closing of any merger (the "Merger")
between Sub and Company providing for the shareholders of the Company to
receive the Price in exchange for each share of Company Common Stock or (ii)
the termination of any such merger agreement (the "Merger Agreement") related
thereto, (such date being herein referenced to as the "Termination Date") at
any meeting of the holders of Company Common Stock, however called, or in
connection with any written consent of the holders of Company Common Stock,
such Stockholder shall vote (or cause to be voted) the Shares of record or
Beneficially Owned by such Stockholder, whether issued, heretofore owned or
hereafter acquired, (I) in favor of the Merger, the execution and delivery by
the Company of the Merger Agreement and the approval of the terms thereof and
each of the other actions contemplated by the Merger Agreement and this
Agreement and any actions required in furtherance thereof and hereof; (II)
against any action or agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other obligation or agreement
of the Company under the Merger Agreement or this Agreement (after giving
effect to any materiality or similar qualifications contained therein); and
(III) except as otherwise agreed to in writing in advance by Parent, against
the following actions (other than the Merger and the transactions contemplated
by the Merger Agreement): (A) any extraordinary corporate transaction, such as
a merger, consolidation or other business combination involving the Company or
its Subsidiaries; (B) a sale,
lease or transfer of a material amount of assets of the Company or its
Subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company of its Subsidiaries; (C) (1) any change in a
majority of the persons who constitute the board of directors of the Company;
(2) any change in the present capitalization of the Company or any amendment
of the Company's Articles of Incorporation or Bylaws; (3) any other material
change in the Company's corporate structure of business; or (4) any other
action which, in the case of each of the matters referred to in clause c(1),
(2), (3) or (4), is intended, or could reasonably be expected to, impede,
interfere with, delay, postpone, or materially adversely affect the Merger
and the transactions contemplated by this Agreement and the Merger Agreement.
Such Stockholder shall not enter into any agreement or understanding with any
person or entity of which would be inconsistent or violative or the
provisions and agreements contained in the Section 3.
4. Options. Each of the Stockholders hereby grants to Parent an irrevocable
option (each, a "Stock Option" and collectively, the "Stock Options") to
purchase the number of Shares set forth opposite such Stockholder's name on
Schedule I hereto (the "Option Shares") at purchase price per share equal to
the Price plus any additional per share price paid to any other stockholder of
the Company pursuant to the Offer or Merger, so long as: (i) all waiting
periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), required for the purchase of the Option Shares upon
such exercise shall have expired or been waived, and (ii) there shall not be in
effect any preliminary or final injunction or other order issued by any court
or governmental, administrative or regulatory agency or authority prohibiting
the exercise of the Stock Options under this Agreement, provided that such
Stock Option shall terminate on the Termination Date. In the event that the
Parent wishes to exercise Stock Options, Parent shall send a written notice
(the "Notice") to the Stockholders identifying the place and date (not less
than two nor more than 20 business days from the date of the Notice) for the
closing of such purchase, provided, however, that if Parent exercises any Stock
-----------------
Option, it must exercise all Stock Options.
Notwithstanding the foregoing, if Parent exercises the Stock Options
pursuant to this Section 4 and unless the Offer or Merger is terminated
pursuant to its terms, Parent shall, within 30 calendar days after the date of
such exercise, offer to all other stockholders of the Company the opportunity
to sell their shares of Company Common Stock to Parent upon the equivalent
terms and conditions provided with respect to exercise of the Stock Options in
this Section 4.
5. Other Covenants, Representations and Warranties. Each Stockholder hereby
represents and warrants to Parent as follows:
a. Ownership of Shares. Such Stockholder is either (i) the record and
Beneficial Owner of, or (ii) the Beneficial Owner but not the record holder of,
the number of shares set forth opposite
such Stockholder's name of Schedule I hereto. On the date hereof, the Existing
Shares set forth opposite such Stockholder's name on Schedule I hereto
constitute all of the Shares owned of record or Beneficially Owned by such
Stockholder. Such Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Section 2 and 3 hereof,
sole power of disposition, sole power of conversion, sole power to demand
appraisal rights and sole power to agree to all of the matters set forth in
this Agreement, in each case with respect to all of the existing Shares set
forth opposite such Stockholder's name on Schedule I hereto, with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
b. Power; Binding Agreement. Such Stockholder has the legal capacity,
power and authority to enter into and perform all of such Stockholder's
obligations under this Agreement. The execution, delivery and performance of
this Agreement by such Stockholder will not violate any other agreement to
which such Stockholder is a party including, without limitation, any voting
agreement, stockholders agreement or voting trust. This Agreement has been
duly and validly executed and delivered by such Stockholder and constitutes a
valid and binding agreement of such Stockholder, enforceable against such
Stockholder in accordance with it terms. There is no beneficiary or holder of
a voting trust certificate or other interest of any trust of which such
Stockholder is Trustee whose consent is required for the execution and delivery
of this Agreement or the consummation by such stockholder of the transactions
contemplated hereby. If such Stockholder is married and such Stockholder's
Shares constitute community property, this Agreement has been duly authorized,
executed and delivered by, and constitutes a valid and binding agreement of,
such Stockholder's spouse, enforceable against such person in accordance with
its terms. The failure of any Stockholder to honor it obligations hereunder
shall not relieve any other Stockholder from its obligations hereunder.
c. No Conflicts. Except for (i) filings under the HSR Act, if applicable,
(A) no filing with, and no permit, authorization, consent or approval of , any
state or federal public body or authority is necessary for the execution of
this Agreement by such Stockholder and the consummation by such Stockholder of
the transactions contemplated hereby and (B) none of the execution and delivery
of this Agreement by such Stockholder, the consummation by such Stockholder of
the transactions contemplated hereby or compliance by such Stockholder with any
of the provisions hereto shall (1) conflict with or result in any breach of any
applicable organizational document applicable to such Stockholder, (2) result
in a violation or breach of, or constitute (with or without notice or lapse of
time or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions or any note, bond, mortgage, indenture, license,
contract commitment, arrangement, understanding, agreement or other instrument
or
obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties or assets may be bound, or
(3) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to such Stockholder or any of such Stockholder's
properties or assets.
d. No Encumbrances. Except as applicable in connection with the
transactions contemplated by Section 2 hereof, such Stockholder's Shares and
the certificates representing such Share are now, and at all times during the
term hereof will be, held by such Stockholder, or by a nominee or custodian for
the benefit of such Stockholder, free and clear of all liens, claims, security
interest, proxies, voting trusts or agreements, understandings or arrangements
or any other encumbrances whatsoever, except for any such encumbrances or
proxies arising hereunder and except that Xx. Xxxxx'x shares are pledged as
collateral for the Note (hereinafter defined).
e. No Finder's Fees. Except for fees payable to First Southwest Company
by the Company, no broker, investment banker, financial adviser or other person
is entitled to any broker's, finder's, financial adviser's or other similar fee
or commission in connection with the transactions contemplated hereby based
upon arrangements made by or on behalf of such Stockholder.
f. No Solicitation. No Stockholder shall, in his, her or its capacity as
such, directly or indirectly, solicit (including by way of furnishing
information) or respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) with respect to
the Company that constitutes an Acquisition Proposal, except as may be
permitted by the Merger Agreement. If any Stockholder receives any such
inquiry or proposal, then such Stockholder shall promptly inform Parent of the
existence thereof. Each Stockholder will immediately cease and cause to be
terminated any existing activities, discussions or negotiations with any
parties conducted heretofore with respect to any of the foregoing.
g. Restriction on Transfer, Proxies and Non-Interference. Except as
applicable in connection with the transactions contemplated by Section 2
hereof, no Stockholder shall, directly or indirectly: (i) offer for sale, sell
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of such Stockholder's Shares or
any interest therein; (ii) except as contemplated by this Agreement, grant any
proxies or powers of attorney, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or (iii) take any action
that would make any representation or warranty of such Stockholder contained
herein untrue or incorrect or have the effect of preventing or disabling such
Stockholder from performing such
Stockholder's obligations under this Agreement.
h. Waiver of Appraisal Rights. Each Stockholder hereby waives any
rights of appraisal or rights to dissent from the Merger that such Stockholder
may have.
i. Reliance by Parent. Such Stockholder understands and acknowledges
that Parent is continuing to negotiate, and causing Sub to negotiate the terms
of the Merger Agreement in reliance upon such Stockholder's execution and
delivery of this Agreement.
j. Further Assurances. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
k. Indemnification; Directors' and Officers' Insurance. (a) Parent
shall indemnify, defend and hold harmless each Stockholder, (the "Indemnified
Parties") against all losses, claims, damages, costs, expenses (including
reasonable attorneys' fees and expenses), liabilities or judgments or amounts
that are paid in settlement with the approval of the indemnifying party (which
approval shall not be unreasonably withheld) of or in connection with any
threatened or actual claim, action, suit, proceeding or investigation based in
whole or in part on or arising in whole or in part out of the fact that such
person executed this Agreement, other than as a result of, or relating to, any
claim of a Stockholder (and Parent will pay expenses in advance of the final
disposition of any such action or proceeding to each Indemnified Party to the
full extent permitted by law). Without limiting the foregoing, in the event any
such claim, action, suit, proceeding or investigation is brought against any
Indemnified Parties, (i) the Indemnified Parties may retain counsel satisfactory
to them and Parent and Parent shall pay all fees and expenses of such counsel
for the Indemnified Parties promptly as statements therefore are received; and
(ii) Parent will use all reasonable efforts to assist in the vigorous defense of
any such matter, provided that Parent shall not be liable for any settlement
effected without its prior written consent. Any Indemnified Party wishing to
claim indemnification under this Section 5.k, upon learning of any such claim,
action, suit, proceeding or investigation, shall notify Parent. The Indemnified
Parties as a group may retain only one law firm to represent them with respect
to each such matter unless there is, under applicable standards of professional
conduct, a conflict in the written opinion of counsel to the Indemnified
Parties, on any significant issue between the positions of any two or more
Indemnified Parties, provided that in no event shall the Parent be obligated to
pay the fees and expenses of more than two law firms on behalf of all
Indemnified Parties.
The provisions of this Section 5.k. are intended to be for the benefit of,
and shall be enforceable by, each Indemnified Party,
his heirs and his personal representatives and shall be binding on all
successors and assigns of Parent, Sub, the Company and the Surviving
Corporation. The provisions of this Section 5.k. shall terminate and shall be
of no force or effect following execution of the Merger Agreement or upon
Parent's delivery of notice to the Indemnified Party that it will immediately
upon the written request of such party terminate the Option relating to the
shares of Company Common Stock owned by such Indemnified Party.
6. Covenant of Xxxxx X. Xxxxx. Xxxxx X. Xxxxx, the President and Chief
Executive Officer of the Company, hereby acknowledges that pursuant to a Debt
Restructuring and Non-Competition Agreement dated as of September 28, 1990, as
amended December 31, 1993, the Company holds Xx. Xxxxx'x secured promissory note
(the "Note") in the principal amount of $2,803,000 (together with all accrued
and unpaid interest thereon, the "Loan Amount"). Xx. Xxxxx agrees that any
amount to be paid to him in the Offer or pursuant to this Stock Option in
exchange for his Shares shall be net of the Loan Amount and that the Loan Amount
shall instead be paid to the Company in full satisfaction of his obligations
under the Note.
7. Stop transfer. Each Stockholder agrees with, and covenants to, Parent that
such Stockholder shall not request that the Company register the transfer (book-
entry or otherwise) of any certificate or uncertificated interest representing
any of such Stockholder's Shares, unless such transfer is made in compliance
with this Agreement (including the provisions of Section 2 hereof). In the
event of a stock dividend or distribution, or any change in the Company Common
Stock by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like, the term "Shares" shall be deemed to refer to
and include the Shares as well as all such stock dividends and distributions and
any shares into which or for which any or all of the Shares xxx be changed or
exchanged.
8. Termination. Except as otherwise provided herein, the covenants and
agreements contained herein with respect to the Shares shall terminate upon the
Termination Date.
9. Stockholder Capacity. No person executing this Agreement who is or becomes
during the term hereof a director of the Company makes any agreement or
understanding herein in his or her capacity as such director. Each Stockholder
signs solely in his or her capacity as the record and beneficial owner of, or
the trustee of a trust whose beneficiaries are the beneficial owners of, such
Stockholder's Shares.
10. Confidentiality. The Stockholders recognize that successful consummation
of the transactions contemplated by this Agreement may be dependent upon
confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, each Stockholder hereby agrees
not to disclose or discuss such matters with anyone not a party to this
Agreement (other than
such Stockholder's counsel and advisors, if any) without the prior written
consent of Parent, except for filings required pursuant to the Exchange Act and
the rules and regulations thereunder or disclosures such Stockholder's counsel
advises are necessary in order to fulfill such Stockholder's obligations imposed
by law, in which event such Stockholder shall give notice of such disclosure to
Parent as promptly as practicable so as to enable Parent to seek a protective
order from a court of competent jurisdiction with respect thereto.
11. Negotiating in Good Faith. In consideration of the Stockholders executing
and delivering this Agreement, Parent and Sub agree to negotiate in good faith
and use its commercially reasonable best efforts to execute and deliver a Merger
Agreement (which shall include an agreement to tender for the outstanding shares
of Company Common Stock) on terms mutually satisfactory to the parties thereto
as soon as practicable; provided that Parent and Sub's failure to execute such
agreement shall not relieve the stockholders from their obligations hereunder.
12. Miscellaneous.
a. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.
b. Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including, without
limitation, such Stockholder's heirs, guardians, administrators or successors.
Notwithstanding any transfer of Shares, the transferor shall remain liable for
the performance of all obligations under this Agreement of the transferor.
c. Assignment. This Agreement shall not be assigned by operation of law
or otherwise without the prior written consent of all the other parties thereof,
provided that Parent may assign, in its sole discretion, its rights hereunder to
any direct or indirect wholly owned subsidiary of Parent, but no such assignment
shall relieve Parent of its obligations hereunder if such assignee does not
perform such obligations.
d. Amendments, Waiver, Etc. This Agreement many not be amended, changed,
supplemented, waived or otherwise modified or terminated, with respect to any
one or more Stockholders, except upon the execution and delivery of a written
agreement executed by the relevant parties hereto; provided that Schedule I
hereto may be supplemented by Parent by adding the name and other relevant
information concerning any stockholder of the Company who agrees to
be bound by the terms of this Agreement without the agreement of any other party
hereto, and thereafter such added stockholder shall be treated as a
"Stockholder" for all purposes of this Agreement.
e. Notices. All notices, requests, claims demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to Stockholder: At the addresses set forth on the Company's
records
If to Parent G-I Holdings, Inc.
or Sub, to: 0000 Xxxx Xxxx Xxxxx
Xxxxx, Xxx Xxxxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Attention: Chief Financial Officer
copy to: G-1 Holdings, Inc.
0000 Xxxx Xxxx
Xxxxx, Xxx Xxxxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Attention: General Counsel
and
Weil, Gotshal & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (telecopier)
Attention: Xxxxxxx X. Xxxxxx, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
f. Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion or any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained
herein.
g. Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
h. Remedies Cumulative. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise of any thereof by any
party shall not preclude the simultaneous or later exercise of any other such
right, power or remedy by such party.
i. No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
j. No Third Party Beneficiaries. This Agreement is not intended to be
for the benefit of, and shall not be enforceable by, any person or entity who or
which is not a party hereto.
k. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
l. Jurisdiction. Each party hereby irrevocably submits to the
jurisdiction of the Court of Chancery in the State of Delaware or the United
States District Court for the Southern District of New York or any court of the
State of New York located in the City of New York in any action, suit or
proceeding arising in connection with this Agreement, and agrees that any such
action, suit or proceeding may be brought in such court (and waives any
objection based on forum non conveniens or any other objection to venue
therein): provided, however, that such consent to jurisdiction is solely for
the purpose referred to in this paragraph (1) and shall not be deemed to be a
general submission to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
m. Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
n. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together shall
constitute one and the same Agreement, provided that the failure of any
Stockholder identified on the signature page to execute this Agreement shall not
relieve the Stockholder parties hereto from their respective obligations
hereunder.
IN WITNESS WHEREOF, Parent and each Stockholder have caused this
Agreement to be duly extended as of the day and year first above written.
G-I HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: S.V.P.
USI ACQUISITION COMPANY
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title:
FIRST SOUTHWEST COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President and CEO
XXXXXXX FAMILY LIMITED PARTNERS
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
490 PARK JOINT VENTURE
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
II-10
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxx
-----------------------------------
Xxx X. Xxxxxxxxx
-----------------------------------
S. Xxxxx Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx
XXXXX X. XXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
XXXXX GROUP II
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
-----------------------------------
Xxxx Xxxx
-----------------------------------
Xxxxxxx Xxxx
XX-11
-----------------------------------
Xxxxxxx Xxxx Xxxxxxx, Jr.
/s/ X. Xxxxx Xxxxx
-----------------------------------
X. Xxxxx Xxxxx
XX-12
SCHEDULE I TO
STOCKHOLDERS AGREEMENT
----------------------
Name of Stockholder Number of Shares Owned
------------------- ----------------------
1. First Southwest Company 179,290
2. Xxxxxxx Family Limited Partnership 65,311
3. 490 Park Joint Venture 81,189
4. Xxxxx X. Xxxxx 814,521
5. Xxxxxx X. Xxxxxxx 5,000
6. Xxxxxx X. Xxxxxxxxx 5,600
7. Xxxxxx X. Xxxx 512,000
8. Xxx X. Xxxxxxxxx 42,100
9. S. Xxxxx Xxxxx 35,800
10. Xxxxxxx Xxxx Xxxxxx, Xx. 14,500
11. X. Xxxxx Xxxxx 15,000
12. Xxxxxx X. Xxxxxxxx 20,000
13. Xxxxx X. Xxxxxxxx 7,500
14. Xxxxx Group II 25,000
15. Xxxx X. Xxxx, Xx. 10,000
16. Xxxxxxx X. Xxxx 3,000
