Chrixxxxxxx X. Xxxxx; 22. Therxxx X. Xxxx; 23. Darcxx Xxxxx; 24. Ed Sxxxxxxxxx; 25. Wen Xx; 26. Charxxx Xxxxxx, Xx.; 27. Davix X. Xxxxxxxxx; 28. Michxxx Xxxxxxxxx; 29. Donaxx X. Xxxxxx; xxd 30. Larrx Xxxix Xxxxxx. 2 The Stock Option Agreement Series A, dated as of December 23, 1996 between the Company and Charxxx X. Xxxxx, xx identical in all material respects to Exhibit 10.12 except (i) with respect to the number of shares which are subject to the option and (ii) that the Agreements do not provide for monthly vesting of the option. The Stock Option Agreements Series A, each dated as of December 30, 1996, between the Company and the following employees are identical in all material respects to Exhibit 10.12 except (i) with respect to the number of shares which are subject to the option and (ii) that the Agreements do not provide for monthly vesting of the options:
Chrixxxxxxx X. Xxxxxxx Offer letter of employment 8. Nicoxx Xxxxxx Offer letter of employment 9. Ferrx Xxxatur Offer letter of employment 10. Jasox Xxxxx Offer letter of employment 11. Rich Xxxxxxx Offer letter of employment 12. Debbxx Xxxxxx Offer letter of employment 13. Susax X. Xxxxxx Offer letter of employment 14. Danixxxx Xxxxx Offer letter of employment 15. Bryaxxx Xxxxxx Offer letter of employment 16. Tracxx Xxxxxxx Offer letter of employment 17. F. Gilmxx Xxxxx Offer letter of employment 18. Mike Xxxxxx Offer letter of employment 19. Tom Xxxxxx Offer letter of employment 29. Wandx Xxxxxxx Offer letter of employment EXHIBIT J ALLOCATION
Chrixxxxxxx X. Xxxxxxx ----------------------------------- Chrixxxxxxx Xxxxxxx Xxtness: /s/Jonax Xxxxx ----------------------- ACCEPTED: Kings Road Entertainment, Inc. /s/Kennxxx Xxxxxx ------------------------- By: Kennxxx Xxxxxx Xxx: CEO
Chrixxxxxxx X. Xxxxxxxx xx hereby deleted as a party to the Stockholders Agreement shall no longer have any rights or obligations hereunder and, hereafter, (x) all references to the Johnxxxx Xxxup shall be deemed to be references solely to Messrs. Davix X.
Chrixxxxxxx X. Xxxxxxxx xx liable to Lender for 33.334% of Maximum Aggregate Liability; (b) Berexxxx Xxxxxxx & Xompany, L.P. is liable to Lender for 33.333% of Maximum Aggregate Liability; and (c)
Chrixxxxxxx X. Xxxx ------------------------------------------ Chrixxxxxxx Xxxx, xx the initial Trustee /s/ J. Waltxx Xxxxxxxx ------------------------------------------ J. Waltxx Xxxxxxxx, xx an initial Back-Up Trustee /s/ Harlxx Xxxx ------------------------------------------ Harlxx Xxxx, xx an initial Back-Up Trustee CITADEL COMMUNICATIONS CORPORATION By: /s/ Lawrxxxx X. Xxxxxx ---------------------------------------- Name: Larrx Xxxxxx Title: President STOCKHOLDERS: ABRY BROADCAST PARTNERS II, L.P. By: ABRY CAPITAL, L.P. Its General Partner By: ABRY HOLDINGS, INC. Its General Partner By: /s/ Roycx Xxxxxxx ---------------------------------------- Name: Roycx Xxxxxxx Title: President ABRY/CITADEL INVESTMENT PARTNERS, L.P. By: ABRY CAPITAL, L.P. Its General Partner By: ABRY HOLDINGS, INC. Its General Partner By: /s/ Roycx Xxxxxxx ---------------------------------------- Name: Roycx Xxxxxxx Title: President Exhibit A to Voting Trust Agreement THIS VOTING TRUST CERTIFICATE IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS OF A CERTAIN VOTING TRUST AGREEMENT, DATED MARCH __, 1997 BY AND AMONG CITADEL COMMUNICATIONS CORPORATION (THE "COMPANY"), THE TRUSTEE OF THE VOTING TRUST AND THE BENEFICIAR(Y)(IES) OF THE VOTING TRUST. THE BENEFICIAL INTEREST IN SHARES OF THE CAPITAL STOCK OF THE COMPANY REPRESENTED BY THIS VOTING TRUST CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE VOTING TRUST AGREEMENT, A COPY OF WHICH IS ON FILE AT THE ISSUER'S REGISTERED OFFICE IN THE STATE OF NEVADA. THE SECURITIES REPRESENTED BY THIS VOTING TRUST CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAW AND THE SECURITIES REPRESENTED HEREBY CANNOT BE TRANSFERRED UNLESS IT IS REGISTERED OR QUALIFIED UNDER SUCH FEDERAL AND ANY APPLICABLE STATE SECURITIES LAW OR UNLESS AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE ABRY STOCK UNDER A CERTAIN SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF JUNE 28, 1996, AS AMENDED, AND CERTAIN OF THE COMPANY'S STOCKHOLDERS AND, AS SUCH, ARE SUBJECT TO CERTAIN VOTING PROVISIONS, PURCHASE RIGHTS AND RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCKHOLDERS AGREEMENT. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. Certificate No. VTC - Date of Issuance: ------ ------ Number of Shares Beneficially Represented Hereby: ...
Chrixxxxxxx X. Xxxxxxxx....................................
Chrixxxxxxx X. Xxxxxx(x) . . . . . . . . . . . . . . . 714 0 Elaixx Xxxxxx(x) . . . . . . . . . . . . . . . . . . . 714 0 Ludo J. Rxxxxxxx, Xx.D.(c) . . . . . . . . . . . . . . 3,000 0 Santx X. Xxxxx(x) . . . . . . . . . . . . . . . . . . . 1,000 0 Gregxxx X. Xxxxxx(x) . . . . . . . . . . . . . . . . . 120 0 ------- ------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 960,000 144,000 ------- -------
Chrixxxxxxx X. Xxxxx Xx a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Xxxxx xxx be deemed the beneficial owner of the (i) 4,417,140 shares owned by Legion Partners I, (ii) 255,375 shares owned by Legion Partners II, and (iii) 200 shares owned by Legion Partners Holdings. Raymxxx Xxxxx Xx a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Xxxxx xxx be deemed the beneficial owner of the (i) 4,417,140 shares owned by Legion Partners I, (ii) 255,375 shares owned by Legion Partners II, and (iii) 200 shares owned by Legion Partners Holdings. EXHIBIT B FORM OF PRESS RELEASE VONAGE APPOINTS NEW INDEPENDENT DIRECTOR TO ITS BOARD HOLMDEL, N.J., March 15, 2019 – Vonage Holdings Corp. (NYSE: VG), a business cloud communications leader, today announced that it appointed Michxxx X. XxXxxxxxx xx an independent director to the Company’s Board of Directors, effective today. Vonage’s board will now be comprised of nine directors, eight of whom are independent. “We welcome Mike XxXxxxxxx xx our Board as we continue to execute on our strategic priorities,” said Gary Xxxxxx, Xxair of the Nomination and Governance Committee. “The addition of Mike XxXxxxxxx xx an independent director will add extensive operating and leadership experience, as well as keen investor perspectives from Mr. XxXxxxxxx’x xxxti-decade investment career focused on increasing shareholder value,” said Chrix Xxxxx, Xx-Founder and Managing Director of Legion Partners Asset Management, LLC (“Legion Partners”). “We appreciate the very constructive relationship we have had with Vonage and the Board, and management’s continued efforts to deliver shareholder value.” In connection with today’s announcement, Legion Partners has agreed to abide by certain customary standstill provisions and to support Vonage’s slate of nominees at the 2019 Annual Meeting. The complete agreement will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission. About Michxxx XxXxxxxxx Mr. XxXxxxxxx, xxe 53, is a private investor. He has served as a director of SPS Commerce, Inc., a provider of cloud-based supply chain management software, since March 2018, and as a director of Adacel Technologies, a developer of operational air traffic management systems and advanced air traffic control simulation and training solutions, since May 2017. From April 2016 until the com...
Chrixxxxxxx X. Xxxxx xxxresents and warrants that as of the date of this Pledge Agreement he is the record owner of 2,896,331 issued and outstanding Shares.
