AMENDMENT TO STOCKHOLDERS’ AGREEMENT
Exhibit 10.1
AMENDMENT TO STOCKHOLDERS’ AGREEMENT
This AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of March 11, 2024 (this “Amendment”), by and among the Depository, ▇▇▇▇▇▇▇▇ Beach Brands Holding Company, a Delaware corporation (the “Corporation”), the new Participating Stockholder identified on the signature pages hereto (the “New Participating Stockholder”) and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 29, 2017, as amended (the “Stockholders’ Agreement”), by and among the Depository, the Corporation and the Participating Stockholders. Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined.
This Amendment sets forth the terms and conditions on which the New Participating Stockholder will join in and become a party to the Stockholders’ Agreement.
Pursuant to Section 8 of the Stockholders’ Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders’ Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee.
In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows:
1.Representations and Warranties. The New Participating Stockholder represents and warrants to the other Participating Stockholders and the Corporation as follows:
(a)The New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the beneficial owner of, the shares of Class B Common Stock identified below such New Participating Stockholder’s name on the signature pages hereto (except as otherwise described thereon), and except as otherwise described thereon such New Participating Stockholder does not own of record or beneficially or have any interest in any other shares of Class B Common Stock or any options to purchase or rights to subscribe or otherwise acquire any other shares of Class B Common Stock other than pursuant to the Stockholders’ Agreement;
(b)The New Participating Stockholder has the right, power and authority to execute and deliver this Amendment and to perform such New Participating Stockholder’s obligations hereunder and under the Stockholders’ Agreement; if this Amendment is being executed by a trustee on behalf of a trust, such trustee has full right, power and authority to enter into this Amendment on behalf of the trust and to bind the trust and its beneficiaries to the terms hereof; if this Amendment is being executed on behalf of a Participating Stockholder Organization, the person executing this Amendment is a duly authorized representative of such Participating Stockholder Organization with full right, power and authority to execute and deliver this Amendment on behalf of such Participating Stockholder Organization and to bind such Participating Stockholder Organization to the terms hereof; the execution, delivery and performance of this Amendment by such New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which such New Participating Stockholder is a party or by which such New Participating Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to such New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body;
(c)This Amendment and the Stockholders’ Agreement constitute legal, valid and binding agreements on the part of such New Participating Stockholder; the shares of Class B Common Stock owned beneficially by such New Participating Stockholder are fully paid and non-assessable; and
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(d)The shares of Class B Common Stock owned beneficially by the New Participating Stockholder
are now held by the New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders’ Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate).
2.Address for Notices. The address for all notices to each New Participating Stockholder provided pursuant to the Stockholders’ Agreement shall be the address set forth below such New Participating Stockholder’s name on the signature pages hereto, or to such other address as such New Participating Stockholder may specify to the Depository.
3.Agreement to be Bound by Stockholders’ Agreement. The New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders’ Agreement applicable to Participating Stockholders.
4.Beneficiaries. The New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment.
5.Amendment of Stockholders’ Agreement. The Stockholders’ Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder.
6.Signature of Amendment by Trusts, Minors and Incompetents.
(a)In order for a trust exclusively (as defined in Section 1.11 of the Stockholders’ Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder:
(i)the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders’ Agreement or shall sign this Amendment as a Participating Stockholder;
(ii)the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such minor beneficiaries; or
(iii)the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such incompetent beneficiaries.
(b)If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary has not previously signed the Stockholders’ Agreement, then if such beneficiary shall fail or be unable to sign this Amendment for a period of 30 calendar days following notification to such beneficiary of the terms of this Amendment and the Stockholders’ Agreement by the Depository and following signature of this Amendment by the trustee, the trust shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable.
(c)In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.
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(d)In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.
(e)In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Amendment on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder.
(f)When a minor described in Section 6(c) or(d) reaches the age of majority, or an incompetent described in Section 6(e) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such Family Member of the terms of the Stockholders’ Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock were then to be converted.
7.Power of Attorney. The undersigned New Participating Stockholder hereby constitutes and appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities to:
(a)execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934 of beneficial ownership of shares of Class B Common Stock subject to the Stockholders’ Agreement as amended by this Amendment, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k) under such Exchange Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and
(b)execute and deliver any and all Amendments whereby a Family Member, Charitable Organization or Participating Stockholder Organization becomes a Participating Stockholder or any other amendment to the Stockholders’ Agreement in accordance with Section 8 of the Stockholders’ Agreement, other than those amendments that (i) extend the term of the Stockholders’ Agreement or(ii) amend Section 2, 3, 4 or 8 of the Stockholders’ Agreement, thereby granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them, or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 7. The grant of this power of attorney shall not be affected by any disability of such undersigned New Participating Stockholder. If applicable law requires additional or substituted language or formalities (including witnesses or acknowledgments) in order to validate the power of attorney intended to be granted by this Section 7, each New Participating Stockholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney.
8.Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, without production of the others.
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IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.
| ▇▇▇▇▇▇ Associates HBB, L.P. | ||||||||||||||||||||
| By: ▇▇▇▇▇▇ Management, Inc., its Managing Partner | ||||||||||||||||||||
| (a new Participating Stockholder) | ||||||||||||||||||||
| Name: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. | |||||||||||||||||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., President | ||||||||||||||||||||
| Number of Shares of Class B Common Stock | Certificate No. | |||||||
[Signature Page to Amendment to Stockholders’ Agreement]
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| ▇▇▇▇▇▇▇▇ BEACH BRANDS HOLDING COMPANY, as Depository | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. | |||||||||||||
| ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. | ||||||||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||||||||
[Signature Page to Amendment to Stockholders’ Agreement]
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| ▇▇▇▇▇▇▇▇ BEACH BRANDS HOLDING COMPANY | |||||||||||||||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. | ||||||||||||||||
| ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. | |||||||||||||||||
| Senior Vice President, General Counsel and Secretary | |||||||||||||||||
[Signature Page to Amendment to Stockholders’ Agreement]
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| THE PARTICIPATING STOCKHOLDERS listed in Annex A attached hereto and incorporated herein by this reference | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. | |||||||||||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. | ||||||||||||||
[Signature Page to Amendment to Stockholders’ Agreement]
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Annex A
PARTICIPATING STOCKHOLDERS
1.▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
2.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
3.▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
4.▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ (f/k/a ▇▇▇▇▇ ▇. ▇▇▇▇▇▇)
5.▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (f/k/a ▇▇▇▇▇ ▇. ▇▇▇▇▇▇)
6.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
7.▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
8.▇▇▇▇▇ ▇. ▇▇▇▇▇▇
9.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
10.▇▇▇▇▇ ▇. ▇▇▇▇▇▇
11.▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (f/k/a ▇▇▇▇▇ ▇. ▇▇▇▇▇▇)
12.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
13.▇▇▇▇▇ ▇. ▇▇▇▇▇▇
14.▇▇▇▇▇ ▇. ▇▇▇▇▇▇
15.▇▇▇▇▇▇ ▇. ▇▇▇▇▇
16.▇▇▇▇▇ ▇▇▇▇▇▇
17.▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
18.▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
19.▇▇▇▇▇ ▇. ▇▇▇▇▇▇
20.▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
21.▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
22.▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
23.▇▇▇▇▇ ▇. ▇▇▇▇▇▇
24.▇▇▇▇▇▇ Management, Inc.
25.▇▇▇▇▇▇ Associates I, L.P. (f/k/a CTR Family Associates, L.P.)
26.The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, for the benefit of grandchildren
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27.The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
28.The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as trustee, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., for the benefit of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
29.The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire ▇. ▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
30.The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
31.The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne ▇. ▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
32.The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
33.The Trust created under the Agreement, dated September 28, 2000, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
34.The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
35.The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ for the benefit of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
36.The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as trustee, and ▇▇▇▇▇ ▇. (▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇ for the benefit of ▇▇▇▇▇ ▇. (▇▇▇▇▇▇) ▇▇▇▇▇▇▇▇
37.The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as trustee, and ▇▇▇▇▇ ▇. (▇▇▇▇▇▇) ▇▇▇▇▇▇ for the benefit of ▇▇▇▇▇ ▇. (▇▇▇▇▇▇) ▇▇▇▇▇▇
38.▇▇▇▇▇▇ ▇▇▇▇▇▇
39.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
40.National City Bank as agent under the Agreement, dated July 16, 1969, with ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
41.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee fbo ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ under Irrevocable Trust No. 1, dated December 18, 1997, with ▇▇▇▇▇ ▇▇▇▇▇▇, Grantor
42.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ under Irrevocable Trust No. 1, dated December 18, 1997, with ▇▇▇▇▇ ▇▇▇▇▇▇, Grantor
43.▇▇▇▇▇▇ Associates II, L.P.
44.▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
45.▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
46.The Trust created under the Agreement, dated July 24, 1998, as amended, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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47.▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
48.▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (by ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. as Custodian)
49.The Claiborne ▇. ▇▇▇▇▇▇, ▇▇. Revocable Trust dated August 25, 2000
50.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
51.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
52.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust, dated September 11, 2000
53.The Trust created under the Agreement, dated December 20, 1993 for the benefit of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
54.▇▇▇▇▇ ▇▇▇▇▇▇▇▇
55.▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇▇▇)
56.Trust created under the Agreement, dated June 1, 1995, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
57.Trust created by the Agreement, dated June 17, 1999, between ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as trustee, and ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., creating a trust for the benefit of ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
58.▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 2002 Trust, dated November 5, 2002
59.▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2002 Trust, dated November 5, 2002
60.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
61.▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2004 Trust created by the Agreement, dated December 10, 2004, between ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
62.▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2004 Trust created by the Agreement, dated December 10, 2004, between ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
63.▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (by ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ as Custodian)
64.▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
65.Trust created by the Agreement, dated December 21, 2004 for the benefit of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
66.▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
67.▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Custodian)
68.Trust created by the Agreement, dated December 21, 2004, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
69.▇▇▇▇▇▇ Associates IV, L.P.
70.Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Trustees, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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71.Trust created by the Agreement, dated May 10, 2007, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Grantor, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as co-trustees, for the benefit of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
72.Trust created by Agreement, dated May 10, 2007, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
73.Trust created by the Agreement dated December 21, 2004, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
74.▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
75.▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
76.2012 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
77.2012 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
78.2012 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
79.2012 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
80.2012 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust
81.The ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ Trust, ▇▇▇▇▇ ▇.▇. Trustee u/a/d October 14, 2009
82.▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Custodian)
83.▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Custodian)
84.▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Custodian)
85.Trust created by the Agreement, dated April 10, 2009, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as trustee, creating a trust for the benefit of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
86.Trust created by the Agreement, dated December 21, 2004, between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
87.▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Custodian)
88.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
89.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
90.▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust #1 of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated June 18, 2011
91.The ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust/Custody dtd December 12, 2001, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, for the benefit of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
92.▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust, dated February 26, 1998, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
93.▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Trust Agreement dated December 8, 2005, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Trustee
94.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Exempt Family Trust u/a dated January 21, 1966 and as amended, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
95.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
96.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.-▇▇▇▇ ▇▇▇-Brokerage Account #*****
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97.▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.-▇▇▇▇ ▇▇▇-Brokerage Account #*****
98.▇▇▇▇▇ ▇▇▇▇▇▇
99.BTR 2012 GST for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
100.BTR 2012 GST for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
101.BTR 2012 GST for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
102.BTR 2012 GST for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
103.BTR 2012 GST for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
104.BTR 2012 GST for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
105.BTR 2012 GST for Claiborne ▇. ▇▇▇▇▇▇, ▇▇.
106.BTR 2012 GST for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
107.BTR 2012 GST for ▇▇▇▇ ▇. ▇▇▇▇▇▇
108.BTR 2012 GST for ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
109.The ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dated August 15, 2012
110.Trust created by the Agreement, dated August 20, 2009 between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
111.▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, as trustee, and ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, creating a trust for the benefit of ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
112.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust for children of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
113.2016 ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
114.2016 ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust
115.AMR Associates, LP
116.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust for Children of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. dtd 08/26/2016 FBO Claiborne Read ▇▇▇▇▇▇ III
117.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust for Children of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ dtd 12/27/2013 FBO ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
118.▇▇▇▇▇▇▇▇▇ Read ▇▇▇▇▇▇ III (by ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as Custodian)
119.▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ (by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Custodian)
120.Vested Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. U/A/D December 4, 2015
121.Vested Trust for ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ U/A/D December 4, 2015
122.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Custodian)
123.▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. (by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Custodian)
12
124.▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Custodian)
125.The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., as Co-Trustee, for the benefit of the grandchildren.
126.▇▇▇▇▇▇ Associates V, L.P.
127.▇▇▇▇▇▇ Associates VI, L.P.
128.▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (by ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. as Custodian)
129.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Trustee of the Trust FBO ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ U/T/A Vested Trusts for Children of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. dated 08/26/2016
130.▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Main Trust u/a/d December 30, 2015
131.BTR 2020 GST Trust for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
132.BTR 2020 GST Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
133.BTR 2020 GST Trust for ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
134.BTR 2020 GST Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
135.BTR 2020 GST Trust for Claiborne ▇. ▇▇▇▇▇▇, ▇▇.
136.BTR 2020 GST Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
137.BTR 2020 GST Trust for ▇▇▇▇ ▇. ▇▇▇▇▇▇
138.BTR 2020 GST Trust for ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
139.BTR 2020 GST Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
140.BTR 2020 GST Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
141.CRW 2020 GST Trust for ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇
142.CRW 2020 GST Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
143.HRB 2020 GST Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
144.HRB 2020 GST Trust for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
145.JCB 2020 GST Trust for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
146.JCB 2020 GST Trust for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
147.▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Main Trust u/a/d November 30, 2015, as amended
148.▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Main Trust u/a/d November 10, 2015, as amended
149.▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Main Trust u/a/d December 4, 2015, as amended
150.▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Main Trust u/a/d December 22, 2015
13
