Xxxxx Trust. The Xxxxxxx X. Xxxxx Revocable Trust, under trust agreement dated August 27, 2013 (“Xxxxx Trust”) will not sell any of its Class A Shares under the Purchase Agreement and is no longer a Party to, or bound by the terms and obligations of, the Purchase Agreement for any purpose. Accordingly, all references to the “Xxxxx Trust” in the Purchase Agreement (including the exhibits thereto) are hereby omitted.
Xxxxx Trust. To all persons regarding Xxxxxxx
Xxxxx Trust. By: ------------------------------ Name: Title: SIGNATURE PAGES FOR AGREEMENT OF STOCKHOLDERS
Xxxxx Trust. By: ------------------------------ Name: Title: SIGNATURE PAGES FOR AGREEMENT OF STOCKHOLDERS X.X. XXXXX __________ shares of Common Stock 100,000 shares of Series A Preferred Stock __________ shares of Series B Preferred Stock __________ shares of Series C Preferred Stock __________ shares of Series E Preferred Stock __________ shares of Series F Preferred Stock __________ shares of Series G Preferred Stock The execution and delivery hereof by the undersigned Stockholder constitutes, as to all its shares of capital stock of the Company listed above, (i) its written consent under Section 6.5 of the Existing Investor Rights Agreement as to the matters set forth in Section VIII of this Agreement of Stockholders, and (ii) its written consent under the Voting Agreement as to the matters set forth in Section IX of this Agreement of Stockholders.
Xxxxx Trust. This Agreement may not be assigned by one party without the express prior written consent of the other party.
Xxxxx Trust. Xxxxxxx X. Xxxxx, Trustee, Xxxxx 1993 Trust Dated June 10, 1993 c/o The Chalone Wine Group, Ltd. 000 Xxxxxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Xxxxx: Xxxxxxx X. Xxxxx c/o The Chalone Wine Group, Ltd. 000 Xxxxxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Chalone: The Chalone Wine Group, Ltd. 000 Xxxxxxx Xxxx Xxxx, XX 00000 Phone: (000) 000-0000 Fax: (000) 000-0000 Attn.: W. Xxxxxx Xxxxxxxx
Xxxxx Trust. By: /s/ Xxxxxx Job --------------------------------- Name: Xxxxxx Job Title: Trustee XXXXXXX XXXXXXXXXX 1997 TRUST By: /s/ Xxx Xxxxxxxxxx --------------------------------- Name: Xxx Xxxxxxxxxx Title: Trustee XXXXX XXXXXXXXXX 1997 TRUST By: /s/ Xxx Xxxxxxxxxx --------------------------------- Name: Xxx Xxxxxxxxxx Title: Trustee
Xxxxx Trust. By: /s/ Xxxxxx Job --------------------------------- Name: Xxxxxx Job Title: Trustee ANNEX III CONSIDERATION TO BE PAID TO THE STOCKHOLDERS Aggregate consideration to be paid to the STOCKHOLDERS: Minimum cash*/** of $12,393,179 and 1,523,171 shares of Common Stock of HOLDING, to be distributed as follows: Consideration to be paid to each STOCKHOLDER: Shares of Common Stock Stockholder of HOLDING Minimum Cash*/** ----------- ---------- ---------------- Xxxx Xxxxxxxxxx 556,503 $4,637,522 X. Xxxxxxxxxx 1997 Trust 8,997 - X. Xxxxxxxxxx 1997 Trust 8,997 - Xxxxx Xxxxx 556,503 4,637,522 Xxxxxx X. Xxxxx Trust 8,997 - Sydney X. Xxxxx Trust 8,997 - Xxxxx Xxxxxxxx 241,404 2,011,700 Xxxxx Xxxxxxxx 9,053 75,439 Xxxx Xxxxxxxx 9,053 75,439 Xxxxx Xxxxxxxx 9,053 75,439 Xxxxx Xxxxxxxxx 9,053 75,439 Xxxxxx Xxxxxxx 6,035 50,293 X. Xxxxxxxxx 15,088 125,731 X. Xxxxx 15,088 125,731 X. XxXxxxxx 15,088 125,731 X. Xxxxxxxx 15,088 125,731 X. Xxxxx 15,088 125,731 X. Xxxxxxxxx 15,088 125,731 ------ ------- TOTALS: 1,523,171 $12,393,179 MINIMUM VALUE: $29,148,060 (determined by adding (a) the product found by multiplying (i) the aggregate number of shares of HOLDING Stock to be paid to the STOCKHOLDERS by (ii) $11.00 per share) plus (b) the aggregate amount of minimum cash to be paid to the STOCKHOLDERS as specified in the table above. * / Each STOCKHOLDER shall have the right to receive in cash his or her pro rata portion of the amount found by multiplying (a) 991,454 [the number of shares sold on behalf of the STOCKHOLDERS to provide the expected cash portion of the Purchase Price] by (b) the positive difference, if any, found by subtracting (i) $12.50 from (ii) the public offering price of the shares of HOLDING Stock in the IPO. For purposes of this footnote, each STOCKHOLDERS pro rata portion shall based on the minimum cash payable to such STOCKHOLDER relative to the minimum cash payable to all STOCKHOLDERS as specified in the table above. **/ In addition, the STOCKHOLDERS shall be entitled to receive from the COMPANY, as a post-closing adjustment to the aggregate Purchase Price, an amount equal to the "excess working capital" of the COMPANY, determined as of the Closing Date. STOCKHOLDERS who believe they may be entitled to such an adjustment shall cause the COMPANY to prepare a Closing Date Balance Sheet of the COMPANY in accordance with GAAP, except that, for purposes of the ratios described below, xxxxxxxx in excess of costs shall be reclassified from current liabilities and de...
Xxxxx Trust s/Xxxxxx X. Xxxxx --------------------------- Xxxxxx X. Xxxxx, as trustee /s/Xxxx Xxxxxxx --------------------------- Xxxx Xxxxxxx /s/Xxxxx X. Xxxxxx --------------------------- Xxxxx X. Xxxxxx /s/Xxxxx Xxxxx --------------------------- Xxxxx Xxxxx /s/Xxxxx X. Xxxx, Xx. --------------------------- Xxxxx X. Xxxx, Xx. /s/Xxxx X. Xxxx --------------------------- Xxxx X. Xxxx /s/Xxxxx X. Xxxxxxx --------------------------- Xxxxx X. Xxxxxxx /s/Xxxxxx Xxxxx --------------------------- Xxxxxx Xxxxx /s/Xxxxxxx Xxxx --------------------------- Xxxxxxx Xxxx DESIGNATED OFFICERS /s/Xxxx X. Xxxxxxxx --------------------------- Xxxx X. Xxxxxxxx /s/Xxxx X. Xxxxxx, Xx. --------------------------- Xxxx X. Xxxxxx, Xx. /s/Xxxxxx X. Xxxxx --------------------------- Xxxxxx X. Xxxxx
Xxxxx Trust. Defendant’s property is identified as lot 3 in the South Kingstown Tax Assessor’s Map 41. Defendant’s property is much larger in size, and extends to Broad Rock Road, a public right-of-way. The parties share a common border of approximately 340 feet. Xx. Xxxxxx Xxxxx, a licensed surveyor, was the only witness to testify at the trial. He surveyed the property of the plaintiffs (and any rights-of-way adjoining their lot) by attempting to find a bound clearly described in the deed. As the deed description borders two vague rights-of-way without exact location, Xx. Xxxxx indicated that the most certain point to identify on plaintiffs’ boundaries would be the southeasterly corner (the intersection of the Narragansett Electric easement and the property now or formerly owned by the Roman Catholic Xxxxxx). Xx. Xxxxx identified this corner as a point on a stone wall and used this point as the starting point for all other bounds. He determined the location of the entire southern boundary, running along the same stone wall. He measured northerly along the Narragansett Electric easement a distance of 300 feet to find the northeasterly boundary. The survey was submitted as Exhibit B, and describes all the property lines, as well as the proposed easements discussed during settlement conferences. Xx. Xxxxx found xxxxx bounds to corroborate the Narragansett Electric easement line and found the survey to meet an acceptable level of accuracy within the field of surveying. It was, therefore, his opinion that the eastern boundary of the Xxxxx Trust property was as shown on the map. There being no other witnesses to testify at the trial,1 the Court finds that Exhibit B shows the eastern boundary of lot 3 is as shown on Exhibit B.
