SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Exhibit (d)(i)
SECOND AMENDED AND RESTATED
STOCKHOLDERS’ AGREEMENT
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of May 12, 2003 by and among XXXXXX, INC., a Delaware corporation (the “Corporation”), with offices at 000 00xx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxxxx 00000, and each of the persons listed on Schedule A hereto (each such person, a “Stockholder;” collectively, the “Stockholders”), residing at the address set forth beneath his or her name on Schedule A.
W I T N E S S E T H:
WHEREAS, each Stockholder is the record owner of shares of common stock, $1.00 par value per share (“Common Stock”), of the Corporation; and
WHEREAS, the Stockholders and the Corporation are parties to an Amended and Restated Stockholders’ Agreement dated May 18, 1988 (the “Prior Stockholders Agreement”) which imposes certain restrictions on voting and disposition of the shares of Common Stock now or hereafter owned by the Stockholders upon the terms and subject to the conditions set forth therein; and
WHEREAS, the Stockholders and the Corporation believe that it is in their respective best interests to extend the term of the Stockholders Agreement and to otherwise amend and restate in its entirety the Prior Stockholders Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto hereby amend and restate the Prior Stockholders Agreement to read as follows:
1. Restriction on Transfer of Shares of Common Stock.
Each Stockholder hereby agrees not to sell, transfer, assign, pledge, hypothecate, give, bequeath or otherwise encumber or dispose of (collectively, “transfer”) any of the shares of Common Stock now owned or hereafter acquired by him or her other than as specifically permitted by the provisions of this Agreement. Any transfer not specifically permitted by the provisions hereof shall be void and shall not be effective to constitute the transferee of such shares of Common Stock a stockholder of the Corporation or entitle such transferee to any of the rights, benefits or privileges of a stockholder. The Corporation shall not recognize any transfer of shares of Common Stock unless made in compliance with the provisions hereof and shall not transfer any such shares of Common Stock on the books of the Corporation other than as specifically permitted by the provisions hereof.
2. Legend on Certificates.
Each certificate representing the shares of Common Stock now owned or hereafter acquired by the Stockholders shall bear the following legend:
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“The securities evidenced by this certificate are subject to the terms and provisions (including certain transfer restrictions) of a Second Amended and Restated Stockholders’ Agreement dated as of May 12, 2003 (the “Stockholders’ Agreement”) among Xxxxxx, Inc. (the “Corporation”) and certain of its stockholders. A copy of the Stockholders’ Agreement is on file at the office of the Corporation. No sale, transfer, assignment, pledge, hypothecation, gift, bequest or other encumbrance or disposition of the securities represented by this certificate may be made except in compliance with the terms and provisions, including the transfer restrictions, of the Stockholders’ Agreement.” |
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; provided, that any certificate bearing a legend pursuant to the Prior Stockholders Agreement shall, for all purposes of this Agreement and applicable law, be considered to contain the legend required by this Agreement.
3. Permitted Transfers of Shares of Common Stock.
(a) Any Stockholder may transfer all or any shares of Common Stock owned by him or her to the persons and organizations set forth below (each, a “Permitted Transferee”):
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(i) To his or her spouse, a lineal descendant, his or her siblings and their respective lineal descendants or to a trust for the exclusive benefit of, or to a custodian or other requisite fiduciary for, any of the foregoing persons at any time, in a transaction that is a gift, bequest, devise or inheritance; provided that the trustee or trustees of any such trust or the custodian and other fiduciary designated, as the case may be, shall consist exclusively of the Stockholder, his or her spouse, a lineal descendant, his or her sibling or siblings or a lineal descendant thereof; or |
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(ii) To any organization to which a contribution would be deductible under Section 170 of the Internal Revenue Code of 1986, as heretofore and hereafter amended, at any time, in a transaction that is a gift, bequest, devise or inheritance; provided that the Fair Market Value (as hereinafter defined) of the shares of Common Stock so transferred shall not exceed $5,000 (determined as of the date of such gift, bequest, devise or inheritance, as the case may be) during any calendar year. Each Stockholder who transfers shares of Common Stock pursuant to this Section 3(a)(ii) shall notify each Group Designee (as hereinafter defined) of such transfer within five (5) days after such transfer has been completed. Shares of Common Stock transferred pursuant to this Section 3(a)(ii) shall no longer be, and the transferee of such shares shall not be, subject to the terms and provisions of this Agreement. |
As a condition to the transfer of shares of Common Stock pursuant to Section 3(a)(i), the Permitted Transferee shall be required to become a party to this Agreement and to execute and deliver to the Corporation and the other Stockholders in connection therewith such documents and instruments as the Corporation or the Stockholders Committee (as hereinafter defined) shall reasonably request. Such Permitted Transferee shall, upon the transfer of such shares to him or her, become a member of the Stockholder Group of the Stockholder who shall have transferred the shares to such Permitted Transferee.
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(b) Any Stockholder desiring to transfer shares of Common Stock to a proposed transferee other than to a Permitted Transferee in accordance with the provisions of Sections 3(a)(i) or (ii) hereof shall comply with the following terms and provisions:
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(i) Each Stockholder proposing to transfer shares of Common Stock (the “Transferor”) shall give written notice of the proposed transfer (a “Transfer Notice”) to the Corporation and to the members of each stockholder group (“Stockholder Group”) who has been designated by the members of each such Stockholder Group to receive Transfer Notices hereunder (each, a “Group Designee”). Each Stockholder Group and the initial Group Designee thereof is set forth on Schedule B hereto (in the event of the death, mental or physical incapacity or the unwillingness to serve of a Group Designee, he or she will be succeeded as provided in Section 4(d)). Each Transfer Notice shall indicate the number of shares of Common Stock proposed to be transferred by the Transferor. |
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(ii) For a period of ten (10) days after the Transfer Notice shall be deemed to have been given hereunder (the “First Election Period”), the Group Designee of the Transferor’s Stockholder Group shall have the right, upon notice to the Corporation, all other Group Designees and the Transferor, to purchase all or any portion of the shares of Common Stock proposed to be transferred by the Transferor at a purchase price equal to the Fair Market Value of such shares determined as of the date the Transfer Notice shall be deemed to have been given hereunder (the “Purchase Price”). |
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(1) In the event that during the First Election Period the Group Designee of the Transferor’s Stockholder’s Group shall not have elected to purchase all of the shares of Common Stock proposed to be transferred by the Transferor or has given notice that it has elected not to purchase such shares, each Group Designee of the Stockholder Groups other than the Transferor’s Stockholder Group shall have the right, for a ten (10) day period thereafter (the “Second Election Period”), upon notice to the Transferor, each other Group Designee and the Corporation, to purchase up to fifty (50%) percent of the shares of Common Stock in respect of which a notice of purchase was not given during the |
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First Election Period. In the event that one Group Designee shall not elect to purchase such shares, or shall give notice that he or she has elected not to purchase such shares, the remaining Group Designee shall have the right for a five (5) day period thereafter to purchase such shares at the Purchase Price. |
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(2) In the event that during the Second Election Period the Group Designees of the Stockholder Groups other than the Transferor’s Stockholder’s Group shall not have elected to purchase all of the shares of Common Stock available for purchase during the Second Election Period or has given notice that he or she has elected not to purchase such shares, the Corporation shall have the right, for a fifteen (15) day period thereafter (the “Second Election Period”), upon notice to the Transferor and all Group Designees, to purchase any or all of such remaining shares at the Purchase Price. |
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(3) In the event that the Group Designees and the Corporation shall have elected to purchase less than all the shares of Common Stock proposed to be transferred by the Transferor or have given notices that none of such shares shall be purchased by them, the Transferor shall have the right, for a period of sixty (60) days thereafter, to transfer the shares as to which an election to purchase has not been made. Shares of Common Stock transferred pursuant to this Section 3(b)(v) shall no longer be, and the transferee of such shares shall not be, subject to the terms and provisions of this Agreement; provided, that shares of Common Stock that have not been transferred by the Transferor within such sixty (60) day period shall again become subject to the provisions of this Agreement. |
(c) The closing of any transfer of shares of Common Stock to Group Designees or to the Corporation shall take place, unless otherwise agreed by the parties to the transfer, at the offices of the Corporation at 10:00 A.M. twenty-five (25) days after all election and other periods set forth in Section 3(b) have expired. At the closing, the Transferor shall deliver to the transferee or transferees of the shares of Common Stock (the “Transferee”) certificates representing the shares of Common Stock to be transferred, duly endorsed in blank or accompanied by stock powers duly signed in blank. Upon delivery to the Transferee of such certificates and, if applicable, such stock powers, the Transferee shall pay to the Transferor, by certified or bank cashier’s check (subject to collection), the Purchase Price.
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(d) For purposes of this Agreement, the term “Fair Market Value” shall be deemed to be the closing price of a share of Common Stock on the American Stock Exchange or on such other national securities exchange on which the Common Stock is traded (including, without limitation, the Nasdaq Stock Market) or, if the Common Stock is not traded on a national securities exchange, the average of the closing bid and asked prices for the Common Stock in the over-the-counter market. If neither the closing price on the American Stock Exchange or on a national securities exchange nor the bid and asked prices in the over-the-counter market are available, Fair Market Value shall be deemed to be the book value of the Common Stock as at the end of the immediately preceding fiscal quarter of the Corporation, determined by the independent certified public accountants of the Corporation, as shown on the Corporation’s books and records which, at all times during the term of this Agreement, shall be maintained in accordance with generally accepted accounting principles.
4. Voting Agreement.
(a) Each Stockholder agrees that, for a period from and including the date hereof and to and including April 30, 2018, he or she will vote the shares of Common Stock now owned and hereafter acquired by him or her and all other shares of Common Stock with respect to which he or she has or shares, and hereafter may have or share, voting power and (ii) shares of Common Stock hereafter transferred by a Stockholder pursuant to Section 3(a)(ii)) (the “Voting Shares”), with respect to all matters submitted to the Stockholders at any annual or special meeting of stockholders of the Corporation, or pursuant to a written consent in lieu thereof, as directed by the Stockholders’ Committee (as hereinafter defined).
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(b) A committee of four persons (the “Stockholders’ Committee”) is hereby appointed for the purpose of directing the voting by the Stockholders of the Voting Shares upon all matters which may be submitted to the Stockholders at any annual or special meeting of stockholders of the Corporation or pursuant to a written consent in lieu thereof. The initial members of the Stockholders’ Committee shall be Xxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx. In the event of the death, mental or physical incapacity or the unwillingness to serve of a member of the Stockholders’ Committee (other than Xxx Xxxxxxxx) such member shall be succeeded on the Stockholders’ Committee (and each successor shall be succeeded) by the person whose name is listed next following such member’s or successor’s name on Schedule C hereto. In the event of the death, mental or physical incapacity or unwillingness to serve of any member (other than Xxx Xxxxxxxx) and all successors to such member, the remaining members of the Stockholders’ Committee shall fill the vacancy thereby created. In the event of the death, mental or physical incapacity of Xxx Xxxxxxxx, or Xx. Xxxxxxxx’x unwillingness to serve as a member of the Stockholders’ Committee, the vacancy created thereby shall not be filled and the number of persons comprising the entire Stockholder’s Committee shall contemporaneously therewith be reduced to three persons.
(c) The presence in person or by proxy of at least two-thirds of the members of the Stockholders’ Committee shall constitute a quorum for the transaction of business. The vote of at least two-thirds of the members of the Stockholders’ Committee, or the unanimous written consent of all members without a meeting, shall be the act of the Stockholders’ Committee. The Stockholders’ Committee shall notify each Stockholder in writing of all decisions of the Stockholders’ Committee.
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(d) In the event of the death, mental or physical incapacity or the unwillingness to serve of a member of a Group Designee, such Group Designee shall be succeeded (and each successor shall be succeeded) by the person whose name is listed next following such Group Designee’s or successor’s name on Schedule D hereto. In the event of the death, mental or physical incapacity or unwillingness to serve of any Group Designee and all successors to such Group Designee, the members of the applicable Stockholder Group, by a vote of a majority of the shares of Common Stock owned by such Stockholder Group, shall fill the vacancy thereby created.
5. Notices.
Any notices required or permitted to be given under this Agreement shall be deemed duly given if in writing and when sent by certified mail, return receipt requested, to each Stockholder at his or her address set forth on Schedule A hereto, and notices to the Corporation shall be addressed to it at 000 00xx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxxxx 00000, Attention: Chairman of the Board, or at such other address as any Stockholder or the Corporation shall designate by similar notice to the other parties hereto.
6. Termination.
This Agreement shall terminate (a) on such date upon which all of the Stockholders may agree in writing or at such time as there shall be only one Stockholder or (b) upon the affirmative vote of at least two-thirds of the members of the Stockholders Committee and the affirmative vote of a majority of the shares of Common Stock owned by members of each Stockholder Group.
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7. Remedies.
The Stockholders and the Corporation acknowledge that they will be irreparably damaged in the event that this Agreement is not specifically enforced. Therefore, if any dispute should arise concerning the transfer of any of the shares of Common Stock now owned or hereafter acquired by the Stockholders, or by the Corporation from the Stockholders, an injunction may be issued restraining any transfer pending the determination of such controversy. In the event of any controversy concerning any of the rights or obligations created hereunder, such right or obligation may be enforced by a decree of specific performance. Such remedies however, shall be cumulative and not exclusive and shall be in addition to any other remedy, at law or in equity, which the parties may have under this Agreement or applicable law.
8. Binding Effect Benefit.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, executors, administrators, successors and assigns.
9. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof. There are no representations, warranties, covenants or understandings relating to the subject matter hereof other than those expressly set forth herein.
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10. Waivers.
No waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by the holders of at least two-thirds of the shares of Common Stock owned by the members of each Stockholder Group; provided, that the provisions of Section 3(b) may be waived only upon the unanimous written consent of the Group Designees. No waiver of a breach of any provision hereof shall be deemed a waiver of any subsequent breach or default of any kind or nature.
11. Severability.
The invalidity or unenforceability of any provision of this Agreement, or part of any provision of this Agreement, shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted.
12. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be considered to be an original, but all of which, when taken together, shall constitute one and the same instrument.
13. Headings.
Headings in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.
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14. Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without giving effect to conflicts of laws principles thereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written.
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XXXXXX, INC. |
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By: |
/s/ |
Xxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxx, Chairman of |
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the Board |
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STOCKHOLDER SIGNATURES
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/s/ Xxx Xxxxxxxx |
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/s/ Xxxxx Xxxxxxxxx |
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Xxx Xxxxxxxx |
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Xxxxx Xxxxxxxxx |
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/s/ Xxxxxx Xxxxxxxx |
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/s/ Xxxxx Xxxxxxxxx Xxxxxx |
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Xxxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxxx Xxxxxx |
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/s/ Xxxxxx Xxxxxxxx |
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/s/ Xxxxx Xxxxxxxxx |
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Xxxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxxx |
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/s/ Xxxxx Xxxx Xxxxxxxx |
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/s/ Xxxxx Xxxxxx |
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Xxxxx Xxxx Xxxxxxxx |
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Xxxxx Xxxxxx |
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/s/ Xxxxxx Xxxxxxxx |
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/s/ Xxxxxx Xxxxxxxxx |
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Xxxxxx Xxxxxxxx custodian for |
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Xxxxxx Xxxxxxxxx |
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Xxxxxx Xxxx Xxxxxxxx |
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/s/ Xxxxxx Xxxxxxxx |
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/s/ Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx custodian for |
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Xxxxxxx Xxxx Xxxxxxxx |
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THE XXXXX XXXXXXXX FOUNDATION |
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/s/ Xxxxxx Xxxxxxxx |
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By: |
/s/ Xxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx custodian for |
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Print Name: Xxx Xxxxxxxx |
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Xxxxx Xxxx Xxxxxxxx |
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Print Title: Director |
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/s/ Xxxxxxx Xxxxxxx Xxxxxxxx |
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XXX AND XXXXXX XXXXXXXX |
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FOUNDATION |
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Xxxxxxx Xxxxxxx Xxxxxxxx |
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By: |
/s/ Xxx Xxxxxxxx |
/s/ Xxxxxxxxx Xxxx Xxxxxxx |
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Print Name: Xxx Xxxxxxxx |
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Xxxxxxxxx Xxxx Xxxxxxx |
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Print Title: Director |
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/s/ Xxxx Xxx Xxxxxxx |
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Xxxx Xxx Xxxxxxx |
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/s/ Xxxxxx Xxxxxxxxx |
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Xxxxxx Xxxxxxxxx |
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STOCKHOLDER SIGNATURES
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NATMART LTD. |
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/s/ Xxxxxx Xxxx |
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By: /s/ Xxxxx Xxxxxxxx |
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Xxxxxx Xxxx |
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Print Name: Xxxxx Xxxxxxxx |
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/s/ Xxxxxxx Xxxxxxxx |
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Print Title: General Partner |
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Xxxxxxx Xxxxxxxx |
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/s/ Xxxxxxx Xxxxxxxx |
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/s/ Xxxxxx Xxx Xxxx |
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Xxxxxxx Xxxxxxxx |
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Xxxxxx Xxx Xxxx for Jordyn |
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By: /s/ Xxxxxx Xxx Xxxx |
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Xxxxxxxxxx, a xxxxx |
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Xxxxxx Xxx Xxxx |
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/s/ Xxxxxxxxx Xxxxxx |
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/s/ Xxxxx Xxxx |
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Xxxxxxxxx Xxxxxx |
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Xxxxx Xxxx |
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NATALIE AND XXXXXX XXXXXXXX |
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FOUNDATION |
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/s/ Xxxxxx Xxx Xxxx |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
Xxxxxx Xxx Xxxx |
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Print Name: |
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/s/ Xxxxx Xxxx Wolf |
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Print Title: |
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Xxxxx Xxxx Xxxx |
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XXXXX AND XXXXXXX XXXXXXXX |
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FOUNDATION |
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/s/ Xxxxx Xxxxxxxx |
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By: |
/s/ Xxxxx Xxxxxxxx |
Xxxxx Xxxxxxxx |
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Print Name: Xxxxx Xxxxxxxx |
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/s/ Xxxxxxx Xxxxxxxx |
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Print Title: President |
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Xxxxxxx Xxxxxxxx |
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/s/ Xxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxx, custodian for |
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Xxxxxxx Xxxxxxxx |
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/s/ Xxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxx custodian for |
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Xxxxxxx Xxxxxx Xxxxxxxx |
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/s/ Xxxxxxx Xxxxxxxx |
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Xxxxxxx Xxxxxxxx |
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/s/ Xxxxxxx Xxxxxxxx |
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Xxxxxxx Xxxxxxxx |
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STOCKHOLDER SIGNATURES
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/s/ Xxxxxx Xxxxxxxx |
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XXXX XXXXXXXX MEMORIAL |
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FOUNDATION |
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Xxxxxx Xxxxxxxx |
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/s/ Xxxxxx Xxxxxxxx |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx |
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Print Name: Xxxxxx Xxxxxxxx |
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Print Title: Trustee |
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/s/ Xxxxxx Xxxxxxxx |
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/s/ Xxxxxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx custodian for |
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Xxxxx Xxxx Xxxxxxxx |
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Xxxxxxxxx Xxxxxxxx |
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/s/ Xxxxxx Xxxxxxxx |
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/s/ Xxxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx custodian for |
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Xxxxxxx Xxxxxxxx for Xxxxxx |
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Xxxxxxx Xxxxxx Xxxxxxxx |
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Xxxxxxxx, a minor |
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/s/ Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx |
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/s/ Xxxxxxx Xxxxxxxx |
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Xxxxxxx Xxxxxxxx, Trustee under |
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Estate of Xxxx Xxxxxxxx-Non Marital Trust B |
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/s/ Xxxxxx Xxxxxxxx |
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Xxxxxx Xxxxxxxx, Trustee under |
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Estate of Xxxx Xxxxxxxx-Non-Marital Trust B |
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/s/ Xxxxxxx Xxxxxxxx |
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Xxxxxxx Xxxxxxxx |
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/s/ Xxxx Xxxxxxxx |
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Xxxx Xxxxxxxx |
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/s/ Xxxxx Xxxxxxxx |
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Xxxxx Xxxxxxxx |
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SCHEDULE A
STOCKHOLDERS’ NAMES AND ADDRESSES
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Xx. Xxx Xxxxxxxx |
0000 Xxxxxxxx Xxxxxx |
Xxxx Xxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx |
0000 Xxxxxxxx Xxxxxx |
Xxxx Xxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx |
000 Xxxx 00xx Xxxxxx |
Xxxxxxxxx 00X |
Xxx Xxxx, XX 00000 |
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Xx. Xxxxx Xxxx Xxxxxxxx |
000 Xxxx 00xx Xxxxxx |
Xxxxxxxxx 00X |
Xxx Xxxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx |
CUST Xxxxxxx Xxxx Xxxxxxxx |
000 Xxxx 00xx Xxxxxx |
Xxxxxxxxx 00X |
Xxx Xxxx, XX 00000 |
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Xx. Xxxxx Xxxxxxxxx |
0000 Xxxxxxxx Xxxxxx, 00X |
Xxxx Xxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxxx |
0000 Xxxxxxxx Xxxxxx, 00X |
Xxxx Xxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx |
CUST Xxxxxx Xxxx Xxxxxxxx |
000 Xxxx 00xx Xxxxxx |
Xxxxxxxxx 00X |
Xxx Xxxx, XX 00000 |
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Xx. Xxxxxxx Xxxxxxx Xxxxxxxx |
0 Xxxxx Xxxxxxx |
Xxxxxxxxx Xxxxxx, XX 00000 |
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Xx. Xxxxxxxxx Xxxxxxx |
0000 Xxxxxxx Xxxxxx, Xxx. 0000 |
Xxxxxxx, XX 00000 |
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Xx. Xxxx Xxx Xxxxxxx |
00 Xxxxxxxx Xxx |
Xxxxxxxxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx |
CUST Xxxxx Xxxx Xxxxxxxx |
000 Xxxx 00xx Xxxxxx |
Xxxxxxxxx 00X |
Xxx Xxxx, XX 00000 |
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Xx. Xxxxx Xxxxxxxxx Xxxxxx |
000 Xxxx 00xx Xxxxxx, 0X |
Xxx Xxxx, Xxx Xxxx 00000 |
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SCHEDULE A
STOCKHOLDERS’ NAMES AND ADDRESSES
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Xx. Xxxxx Xxxxxx Xxxxxxxxx |
000 Xxxxxx Xxxxx |
Xxxxxxxxx, XX 00000 |
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Natmart Ltd. |
c/o Xxxxx Xxxxxxxx |
0000 Xxxxxxxxx Xxxxxx |
Xxxx Xxx Xxxx, Xxx Xxxxxx 00000 |
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Xx. Xxxxxxx Xxxxxxxx |
00 Xxxx Xxxxxxx |
Xxxxxxxx, XX 00000 |
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Xx. Xxxxxxx Xxxxxxxx |
00 Xxxxx Xxxx |
Xxxxxxxx, XX 00000 |
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Xx. Xxxxxxx Xxxxxxxx |
00 Xxxx Xxxxxxx |
Xxxxxxxx, XX 00000 |
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Xx. Xxxxx Xxxxxxxx, custodian |
for Xxxxxxx Xxxxxx Xxxxxxxx |
00 Xxxx Xxxxxxx |
Xxxxxxxx, XX 00000 |
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Xx. Xxxxx Xxxxxxxx, custodian |
for Xxxxxxx Xxxxxxxx |
00 Xxxx Xxxxxxx |
Xxxxxxxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx |
000 Xxxxxxx Xxxx |
Xxxxxxxx Xxxxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx |
000 Xxxxxxx Xxxx |
Xxxxxxxx Xxxxx, XX 00000 |
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Xx. Xxxxxxx Xxxxxxxx |
000 XX 000xx Xxxxxx |
Xxxxxxxxx 000 |
Xx. Xxxxx Xxxxx, XX 00000 |
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Xx. Xxxxx Xxxxxxxx |
00 Xxxx Xxxxxxx |
Xxxxxxxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx, custodian |
for Xxxxx Xxxx Xxxxxxxx |
000 Xxxxxxx Xxxx |
Xxxxxxxx Xxxxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx, custodian |
for Xxxxxxx Xxxxxx Xxxxxxxx |
000 Xxxxxxx Xxxx |
Xxxxxxxx Xxxxx, XX 00000 |
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Xx. Xxxxxx Xxxxxxxx |
21897 Arriba Real |
Xxxx Xxxxx, XX 00000 |
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Estate of Xxxx Xxxxxxxx |
c/o Xxxxxx, Inc. |
000 00xx Xxxxxx |
Xxxx Xxx Xxxx, XX 00000 |
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Xx. Xxxxxx Xxx Xxxx |
000 Xxxx 00xx Xxxxxx |
Xxx Xxxx, Xxx Xxxx 00000 |
|
Xx. Xxxxx Xxxx |
000 Xxxx 00xx Xxxxxx, 00X |
Xxx Xxxx, Xxx Xxxx 00000 |
|
Xx. Xxxxxxx Xxxxxxxx |
00000 Xxxxxxxxxx Xxxxx |
Xxxx Xxxxx, XX 00000 |
16
SCHEDULE A
STOCKHOLDERS’ NAMES AND ADDRESSES
|
Xx. Xxxxxx Xxxx |
00 Xxxxx Xxxxxx |
Xxx Xxxx, Xxx Xxxx 00000 |
|
Xx. Xxxxx Xxxx Wolf |
000 Xxxx 00xx Xxxxxx, 0X |
Xxx Xxxx, Xxx Xxxx 00000 |
|
Xx. Xxxxx Xxxxxx |
000 Xxxx 00xx Xxxxxx, 0X |
Xxx Xxxx, Xxx Xxxx 00000 |
|
Xx. Xxxxxx Xxxxxxxxx |
000 Xxxxxx Xxxxx |
Xxxxxxxxx, XX 00000 |
|
Mr. Xxxxxx Xxxxxxxx |
0 Xxxxx Xxxxxxx |
Xxxxxxxxx Xxxxxx, XX 00000 |
|
Xx. Xxxxxx Xxxx |
000 Xxxx 00xx Xxxxxx, 0X |
Xxx Xxxx, Xxx Xxxx 00000 |
|
Xx. Xxxxxxx Xxxxxxxx |
00 Xxxxx Xxxx |
Xxxxxxxx, XX 00000 |
|
Xx. Xxxxxx Xxxxxxxxxx |
c/o Xx. Xxxxxx Xxx Xxxx |
000 Xxxx 00xx Xxxxxx, 00X |
Xxx Xxxx, Xxx Xxxx 00000 |
|
Xx. Xxxx Xxxxxxxx |
0000 Xxxxxxxx Xxxxxx |
Xxxx Xxxxx, XX 00000 |
|
Xx. Xxxxx Xxxxxxxx |
0000 Xxxxxxxx Xxxxxx |
Xxxx Xxxxx, XX 00000 |
|
Xx. Xxxxxxxxx Xxxxxx |
0000 Xxxxx Xxxx Xxxx |
Xxxxxxxxxx, Xxx Xxxx 00000 |
|
Xx. Xxxxxxxxx Xxxxxxxx |
00000 Xxxxxxxxxx Xxxxx |
Xxxx Xxxxx, XX 00000 |
|
Xx. Xxxxxx Xxxxxxxx |
00000 Xxxxxxxxxx Xxxxx |
Xxxx Xxxxx, XX 00000 |
17
SCHEDULE B
STOCKHOLDERS GROUPS
XXX XXXXXXXX STOCKHOLDER GROUP
|
Xxxxxx Xxxxxxxx |
(Group Designee) |
|
Xxxxxx Xxxxxxxx |
CUST Xxxxxx Xxxx Xxxxxxxx |
Unif Gift Min Act NJ |
|
Xxxxx Xxxx Xxxxxxxx |
|
Xxxxxxx Xxxxxxx Xxxxxxxx |
|
Xxxxxxxxx Xxxx Xxxxxxx |
|
Xxxx Xxx Xxxxxxx |
|
Xxxxxx Xxxxxxxx |
cust Xxxxxxx Xxxx Xxxxxxxx |
Unif Gift Min Act NJ |
|
Xxxxxx Xxxxxxxx |
cust Xxxxx Xxxx Xxxxxxxx |
Unif Gift Min Act NJ |
|
Xxx Xxxxxxxx |
|
Xxxxxx Xxxxxxxx |
|
Xxxxx Xxxxxxxxx |
|
Xxxxxx Xxxxxxxxx |
|
Xxxxx Xxxxxx Xxxxxxxxx |
|
Xxxxx Xxxx Xxxxxxxxx |
|
Xxxxx Xxxxxx |
|
Xxxxxx Xxxxxxxxx |
|
Xxxxxx Xxxxxxxx |
|
The Xxxxx Xxxxxxxx Foundation |
|
Abe and Xxxxxx Xxxxxxxx Foundation |
18
SCHEDULE B
STOCKHOLDERS GROUPS
XXXXXX XXXXXXXX STOCKHOLDER GROUP
Xxxxx Xxxxxxxx
(Group Designee)
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx, custodian
for Xxxxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx, custodian
for Xxxxxxx Xxxxxx Xxxxxxxx
Natmart Ltd.
Xxxxxxx Xxxxxxxx
Xxxxxx Xxx Xxxx
Xxxxx Xxxx
Xxxxx Xxxx
Xxxxxx Xxxx
Xxxxxx Xxxx
Xxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxxxx
Xxxxxxxxx Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxxx Foundation
Xxxxx and Xxxxxxx Xxxxxxxx Foundation
19
SCHEDULE B
STOCKHOLDERS GROUPS
XXXXXX XXXXXXXX STOCKHOLDER GROUP
Xxxxxx
Xxxxxxxx
(Group Designee)
Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx, custodian
for Xxxxx Xxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx, custodian
for Xxxxxxx Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Estate of Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Xxxx Xxxxxxxx Memorial Foundation
20
SCHEDULE C
STOCKHOLDERS’ COMMITTEE
The initial members of the Stockholders’ Committee are Xxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx. Successors for each such member (except for Xxx Xxxxxxxx, who shall have no successor) are set forth below under each member’s name in order of succession:
|
|
|
|
|
|
|
|
Xxx Xxxxxxxx |
|
Xxxxxx Xxxxxxxx |
|
Xxxxx Xxxxxxxx |
|
Xxxxxx Xxxxxxxx |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Not Applicable |
Xxxxxxx Xxxxxxxx |
Xxxxxx Xxx Xxxx |
Xxxxxx Xxxxxxxxx |
||||
|
Xxxxxx Xxxxxxxx |
|
|
21
SCHEDULE D
GROUP DESIGNEES
The initial Group Designees are Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx. Successors for each such Group Designee are set forth below under his name in order of succession:
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Xxxxxx Xxxxxxxx |
|
Xxxxx Xxxxxxxx |
|
Xxxxxx Xxxxxxxx |
|
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|
Xxxxxxx Xxxxxxxx |
Xxxxxx Xxx Xxxx |
Xxxxxx Xxxxxxxxx |
||||
Xxxxxx Xxxxxxxx |
|
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22