Exhibit 7.1 - Stock Transfer Agreement and Proxies
INSTRUMENT OF CONVEYANCE AND
DECLARATION OF OWNERSHIP
FOR VALUE RECEIVED, Xxxxxxxxxxx X. Xxxxxxxx ("Assignor"), as
of and on the date hereof, hereby transfers, assigns, sells and
conveys to the following ("Assignees"):
1. X. X. Xxxxxxxx, Xx., an undivided twenty percent (20%) interest;
2. Xxxx X. Xxxxxxxx, an undivided twenty percent (20%) interest;
3. Xxxxx X. Xxxxxxxx, an undivided ten percent (10%) interest;
4. Xxxxxx X. Xxxxxxx, an undivided ten percent (10%) interest;
each and all such interests to be owned and held as tenants in
common with the Assignor, in and to the 256,000 (Certificate
#1419) shares of common capital stock ("Stock") of Crown
Laboratories, Inc. ("Company") standing in Assignor's name on the
books and records of the Company.
By this instrument and the Stock Transfer Assignments
Separate from Certificate attached hereto, the Assignor agrees
and declares that, as of the date hereof, the Assignor and the
Assignees each own and hold their respective undivided interests
in and to the Stock as tenants in common and not as partners,
trustees, co-venturers, unincorporated association, or any other
form of business relationship.
IN WITNESS WHEREOF, the undersigned has executed and
delivered this Instrument as of June 10th, 1993.
/s/ Xxxxxxxxxxx X. Xxxxxxxx
___________________________
XXXXXXXXXXX X. XXXXXXXX
/s/ Notary Public
_________________
WITNESS
P R O X Y
I, XXXXX X. XXXXXXXX, do hereby constitute and appoint
XXXXXXXXXXX X. XXXXXXXX, as my attorney and agent for me, and in
my name, place, and xxxxx, to vote as my proxy at any and all
stockholders' meetings to be held between the date of this Proxy
and December 31, 1999, unless sooner revoked, with full power and
authority to cast the number of votes that all my interest in
shares of stock owned jointly by me and my said attorney in Crown
Laboratories, Inc. would entitled me to cast as if I were then
personally present and owned such stock fully and outright in my
own name, and authorize XXXXXXXXXXX X. XXXXXXXX to act for me and
in my name and stated as fully as I could act if I were present,
giving to XXXXXXXXXXX X. XXXXXXXX, as my attorney and agent, full
power of substitution and revocation.
In Witness Whereof, I have executed this Proxy on this 29th
day of March, 1995.
/s/ Xxxxx X. Xxxxxxxx
______________________
XXXXX X. XXXXXXXX
P R O X Y
I, X. X. XXXXXXXX, XX., do hereby constitute and appoint
XXXXXXXXXXX X. XXXXXXXX, as my attorney and agent for me, and in
my name, place, and xxxxx, to vote as my proxy at any and all
stockholders' meetings to be held between the date of this Proxy
and December 31, 1999, unless sooner revoked, with full power and
authority to cast the number of votes that all my interest in
shares of stock owned jointly by me and my said attorney in Crown
Laboratories, Inc. would entitled me to cast as if I were then
personally present and owned such stock fully and outright in my
own name, and authorize XXXXXXXXXXX X. XXXXXXXX to act for me and
in my name and stated as fully as I could act if I were present,
giving to XXXXXXXXXXX X. XXXXXXXX, as my attorney and agent, full
power of substitution and revocation.
In Witness Whereof, I have executed this Proxy on this 29th
day of March, 1995.
/s/ X. X. Xxxxxxxx, Xx.
________________________
X. X. XXXXXXXX, XX.
P R O X Y
I, XXXX X. XXXXXXXX, do hereby constitute and appoint
XXXXXXXXXXX X. XXXXXXXX, as my attorney and agent for me, and in
my name, place, and xxxxx, to vote as my proxy at any and all
stockholders' meetings to be held between the date of this Proxy
and December 31, 1999, unless sooner revoked, with full power and
authority to cast the number of votes that all my interest in
shares of stock owned jointly by me and my said attorney in Crown
Laboratories, Inc. would entitled me to cast as if I were then
personally present and owned such stock fully and outright in my
own name, and authorize XXXXXXXXXXX X. XXXXXXXX to act for me and
in my name and stated as fully as I could act if I were present,
giving to XXXXXXXXXXX X. XXXXXXXX, as my attorney and agent, full
power of substitution and revocation.
In Witness Whereof, I have executed this Proxy on this 29th
day of March, 1995.
/s/ Xxxx X. Xxxxxxxx
_____________________
XXXX X. XXXXXXXX
P R O X Y
I, XXXXXX X. XXXXXXX, do hereby constitute and appoint
XXXXXXXXXXX X. XXXXXXXX, as my attorney and agent for me, and in
my name, place, and xxxxx, to vote as my proxy at any and all
stockholders' meetings to be held between the date of this Proxy
and December 31, 1999, unless sooner revoked, with full power and
authority to cast the number of votes that all my interest in
shares of stock owned jointly by me and my said attorney in Crown
Laboratories, Inc. would entitled me to cast as if I were then
personally present and owned such stock fully and outright in my
own name, and authorize XXXXXXXXXXX X. XXXXXXXX to act for me and
in my name and stated as fully as I could act if I were present,
giving to XXXXXXXXXXX X. XXXXXXXX, as my attorney and agent, full
power of substitution and revocation.
In Witness Whereof, I have executed this Proxy on this 29th
day of March, 1995.
/s/ Xxxxxx X. Xxxxxxx
______________________
XXXXXX X. XXXXXXX
