XXEREAS it is essential to Grey Wolf to retain and attract as directors and officers the most capable persons available;
XXEREAS. Optionee is a key employee of SEI and SEI considers it desirable and in its best interest that Optionee be given an inducement to acquire a proprietary interest in SEI and an added incentive to advance the interests of SEI by possessing an option to purchase shares of the Class A common stock of SEI, no par value per share (the "Common Stock") in accordance with the Stewart Enterprises, Ixx. 0095 Incentive Compensation Plan (the "Plan"), which was adopted by the Board of Directors on August 24, 1995 and amended by the Board of Directors effective December 5, 1995, subject to shareholder approval of the Plan, as amended.
XXEREAS. Fund wants to appoint Service Company as Transfer Agent and Dividend Disbursing Agent, and Service Company wants to accept such appointment;
XXEREAS. Company and Executive are parties to a certain Amended and Restated Split Dollar Insurance and Death Benefit Agreement made as of September 15, 1997 (the "Agreement"); and
XXEREAS the Fund is rexxxxxxxx xxxx the Securities and Exchange Commission ("SEC") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); and
XXEREAS the Company is engaged in the design, development, manufacture and distribution of high performance electronic printed circuit connectors and specialized interconnection devices.
XXEREAS each party wishes to disclose and to receive from the other party certain proprietary information for the purpose of conveying the MPOWER software license as set forth in the Agreement.
XXEREAS the Company desires to issue in a private placement to "accredited investors" (the "Placement") a minimum of 100 (the "Minimum Offering") and a maximum of 140 (the "Maximum Offering") units ("Units") (or fractions thereof) on the terms and conditions set forth herein and in the related Confidential Offering Memorandum (together with all the Exhibits thereto, the "Memorandum"), and the Subscriber desires to acquire the number of Units set forth on the signature page hereof; and
XXEREAS an amendment to the Stockholders Agreement is necessary to reflect the original intent of the parties in light of such contemporaneous transfer;
