EXHIBIT 4.6
SHAREHOLDERS AGREEMENT
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THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made and entered into as of
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December 27, 1996, among each Person (as defined below) listed on the signature
pages hereto (such Persons, other Persons who become parties hereto in
accordance with the provisions hereof, and their respective successors and
permitted assigns are hereinafter individually referred to as a "Holder" and
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collectively referred to as the "Holders") and ▇▇▇▇▇▇ Holdings, Inc., a Delaware
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corporation (the "Company").
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W I T N E S S E T H:
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WHEREAS, the Company has authorized capital stock consisting of (i) 49,600
shares of Class A common stock, $.01 par value ("Class A Common"), (ii) 400
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shares of Class B common stock, $.01 par value ("Class B Common") (the Class A
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Common and Class B Common being referred to herein collectively as the "Common
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Stock"), (iii) 6,000 shares of Senior Preferred Stock (the "Senior Preferred
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Stock") which are convertible to shares of Class A Common, and (iv) up to 44,000
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shares of Junior Preferred Stock (the "Junior Preferred Stock") to be
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established and issued upon the unanimous consent of the Company's Board of
Directors as provided herein (the Senior Preferred Stock and the Junior
Preferred Stock being referred to herein collectively as the "Preferred Stock");
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WHEREAS, the Company has entered into certain warrant agreements (the "Warrant
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Agreements") pursuant to which the Company will issue warrants ("Warrants")
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entitling certain Holders to purchase shares of Class A Common, upon the terms
and restrictions provided therein;
WHEREAS, the Holders listed on Schedule 1 will acquire the number of shares of
Common Stock set forth opposite their names on Schedule 1, and as a condition to
such acquisition have agreed to enter into this Agreement;
WHEREAS, the ▇▇▇▇▇▇ Holders (hereinafter defined) will acquire 5,000 shares of
Senior Preferred Stock and the AmeriTel Holders will acquire up to 1,000 shares
of Senior Preferred Stock, and as a condition to such acquisition such Holders
have agreed to enter into this Agreement;
WHEREAS, the Holders listed on Schedule 2 (the "Warrant Holders") will acquire
Warrants entitling them to purchase the number of shares of Class A Common set
forth opposite their names on Schedule 2, and as a condition to the acquisition
of such Warrants have agreed to enter into this Agreement;
WHEREAS, it is intended that all shares of Common Stock, all shares of
Preferred Stock and all Warrants be entitled to the
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benefits and subject to the restrictions contained in this Agreement, whether
such shares or Warrants are issued contemporaneously herewith or are
subsequently issued by the Company, or whether such shares are acquired by
exercise of the Warrants, acquired by conversion of the Preferred Stock,
subsequently issued by the Company or otherwise, and that any Person not already
a party to this Agreement as a condition to such Person acquiring shares of
Common Stock, shares of Preferred Stock or Warrants becomes a party hereto;
NOW, THEREFORE, in consideration of the covenants and agreements made herein,
the Holders and the Company agree as follows:
1. CERTAIN TERMS. As used herein, the following terms shall have the
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meanings set forth below:
"AFFILIATE" with respect to any Person, shall mean (a) any other Person that
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directly, or indirectly, through one or more intermediaries, Controls, or is
Controlled by, or under common Control with such Person, (b) any director,
officer, or partner of such Person, or (c) any father, mother, brother, sister
or descendant of such Person. For purposes of this Agreement, none of the EUFCC
Holders, ▇▇▇▇▇▇ Holders, CIBC or any of their respective Affiliates shall be
deemed to be an Affiliate of the Company.
"AMERITEL HOLDERS" shall mean ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
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Green, Jr., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and their respective Affiliates.
"BUSINESS DAY" means any day on which commercial banks are not authorized or
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required to close in New York, New York, and shall also include any legal
holiday on which the National Market System of the National Association of
Securities Dealers Automated Quotation System is open for trading on a regular
basis.
"CAPITAL STOCK" shall mean the Common Stock and any Common Stock Equivalents.
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"CERTIFICATE" shall mean that certain Restated Certificate of Incorporation of
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the Company filed with the Secretary of State of the State of Delaware on
December 23, 1996.
"CIBC" shall mean CIBC Wood Gundy Ventures, Inc., and its Affiliates.
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"COMMON STOCK EQUIVALENTS" shall mean (without duplication with any other
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Common Stock or Common Stock Equivalents) rights, warrants (including any
contingent warrants), options, convertible securities or indebtedness,
exchangeable securities or indebtedness, or other rights, exercisable for or
convertible
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or exchangeable into, directly or indirectly, Common Stock and securities
convertible or exchangeable into Common Stock, whether at the time of issuance,
upon the passage of time, or upon the occurrence of some future event, including
without limitation, the Warrants and the Senior Preferred Stock.
"CONTROL," "CONTROLS," "CONTROLLED" and "CONTROLLING" with respect to any
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Person shall mean the ability to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.
"EUFCC HOLDERS" shall mean ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇,
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and their respective Affiliates.
"FAIR MARKET VALUE" means fair market value, as determined in good faith by
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the Company's Board of Directors; provided that if any party to a purchase and
sale transaction for which determination of Fair Market Value is required (an
"Appraisal Transaction") objects in writing to such determination within ten
(10) days after receiving notice thereof, then such fair market value will be
determined by an independent appraiser, accountant or investment bank (the
"Appraiser") acceptable to all of the parties to the Appraisal Transaction. If
the parties cannot agree on an Appraiser, then all Persons buying in the
Appraisal Transaction (acting as a group) will select one independent appraiser,
accountant or investment bank and all Persons selling in the Appraisal
Transaction (acting as a group) will select one independent appraiser,
accountant or investment bank, and the two appraisers, accountants or investment
banks will select the Appraiser. The Appraiser's appraisal of the fair market
value will be conclusive and binding on all parties to the Appraisal
Transaction. The costs of the Appraiser will be borne fifty percent (50%) by
all of the buyers in the Appraisal Transaction and fifty percent (50%) by all of
the sellers in the Appraisal Transaction, in each case based on their pro rata
participation in the Appraisal Transaction.
"FULLY-DILUTED COMMON STOCK" shall mean, at any time, the then outstanding
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shares of Common Stock of the Company plus (without duplication) all Common
Stock Equivalents.
"INTERESTED PARTY" means each Person who, as a result of an Involuntary
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Transfer, has an interest in Capital Stock previously owned by a Holder,
including (as applicable) the affected Holder's personal representative, spouse
or successor.
"INVOLUNTARY TRANSFER" means any Marital Relationship Transfer or any transfer
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of Capital Stock by a Holder that results from the attachment, sequestration,
garnishment or other similar involuntary transfer resulting from a bankruptcy or
other proceeding affecting such Holder.
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"MAJORITY IN INTEREST OF THE OTHER HOLDERS" shall mean any group of Holders
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(other than and excluding CIBC, the ▇▇▇▇▇▇ Holders, the EUFCC Holders, Regent
and their respective Affiliates, successors and assigns) that, in the aggregate
beneficially own a majority in interest of the Fully-Diluted Common Stock, not
including any Fully-Diluted Common Stock beneficially owned by the Holders
listed in the preceding parenthetical phrase.
"MARITAL RELATIONSHIP TRANSFER" means any transfer of Capital Stock owned by a
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Holder that results from the divorce of such Holder or the death of such
Holder's spouse under circumstances in which such Holder does not succeed to the
spouse's interest (if any) in such Capital Stock.
"NEW SECURITIES" means any Capital Stock of the Company, whether now
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authorized or newly authorized, except (a) Capital Stock issued by the Company
to directors, employees, consultants or advisors of the Company or its
subsidiaries pursuant to a written compensatory benefit plan adopted by the
Company's board of directors (the "Board of Directors"); (b) Common Stock issued
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upon conversion or exchange of previously issued Common Stock Equivalents; (c)
Capital Stock issued or sold as consideration to the seller(s) in a bona fide
acquisition by the Company (through merger, consolidation, stock purchase or
asset purchase) of the operations of another entity which acquisition shall have
been approved by the Board of Directors; (d) any borrowings, direct or indirect,
from financial institutions or other Persons by the Company, whether or not
presently authorized, including any type of loan or payment evidenced by any
type of debt instruments (including such borrowings which provide for equity
features such as warrants, options or other similar rights to purchase Capital
Stock provided that the aggregate amount of shares subject to issuance
thereunder shall not in the aggregate exceed 10% of the Fully-Diluted Common
Stock); (e) securities issued in a Public Offering; and (f) any right, option or
warrant to acquire any security convertible into any of the securities described
in any of the foregoing subsections (a) through (e) above.
"ONYX HOLDERS" means Onyx ▇▇▇▇▇▇ Partners, L.P. and Sachs Investment Partners
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and their respective Affiliates.
"PERSON" means an individual, partnership, corporation, limited liability
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company, business trust, joint stock company, trust, unincorporated association,
joint venture, governmental authority or other entity of whatever nature.
"PRO RATA" shall mean, with respect to a Holder, the percentage obtained by
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dividing the number of shares of FullyDiluted Common Stock beneficially owned by
such Holder by the total number of shares of Fully-Diluted Common Stock owned by
all Holders that are entitled to participate in the subject transaction.
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"PUBLIC OFFERING" shall mean a registered public offering under the Securities
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Act of equity interests in the Company or any successor to the Company which
public offering is made pursuant to a registration statement on Form S-1 or a
successor form and which yields gross proceeds to the Company of at least
$20,000,000.
"REGENT" shall mean Regent Capital Equity Partners, L.P., and its Affiliates.
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"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any
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similar successor federal statute and the rules and regulations thereunder, all
as the same shall be in effect from time to time.
"SIGNIFICANT HOLDER" means any Holder (and its respective Affiliates,
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successors and permitted assigns) owning five percent (5%) or more of the Fully-
Diluted Common Stock
"SUBSIDIARIES" shall mean AmeriTel Pay Phones, Inc., a Missouri corporation,
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▇▇▇▇▇▇ Telecommunications Corporation, an Alabama corporation, ▇▇▇▇▇▇
Telecommunications of Carolina, Inc., an Alabama corporation, and any other
corporations, partnerships, joint ventures, associations and other entities
controlled by the Company, directly or indirectly through one or more
intermediaries.
"▇▇▇▇▇▇ HOLDERS" shall mean ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and their respective Affiliates.
"THIRD PARTY OFFER" means an offer that a Selling Party receives from a
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proposed buyer to purchase part or all of the Selling Party's Capital Stock,
which complies with the following requirements: (a) the offer must be in
writing and executed by the proposed buyer; (b) all consideration must be cash
in lawful money of the United States; (c) the offer must be by the principal
identified in the offer (and not by an agent acting on behalf of an undisclosed
principal); and (d) the offer must specifically provide that the offer is not
assignable by the proposed buyer.
"VOLUNTARY TRANSFER" means any sale or other transfer of Capital Stock by a
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Holder, except (a) a transfer to such Holder's spouse or descendants or a trust
entirely for the benefit of such Holder or his spouse or descendants; (b) a
testamentary transfer or a transfer by intestate succession; (c) a transfer to
an Affiliate of the Holder or among Affiliates of the Holder; and (d) an
Involuntary Transfer. Notwithstanding anything to the contrary herein, any
transfer among the ▇▇▇▇▇▇ Holders will not be a Voluntary Transfer.
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2. BOARD OF DIRECTORS.
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(a) Each Holder and the Company shall take all actions reasonably within his,
her, or its power to accomplish each of the following (including, without
limitation, the voting of all Common Stock of which a Holder or any of its
Affiliates has beneficial ownership or with respect to which it or any of its
Affiliates has voting power; requesting, in accordance with clause (iii) below,
the removal of any director or directors designated by it pursuant to this
Section 2 who fail to vote in favor of each of the following):
(i) to cause immediately following the consummation of the Company's
senior secured debt financing and subordinated debt financings anticipated
to occur on or about the date hereof (the "Acquisition Financing") the Board
of Directors of the Company and the Board of Directors of each of the
Subsidiaries (collectively, the Board of Directors) to initially consist of
a total of eleven (11) members or such other number may be unanimously
agreed by all members of the Board of Directors;
(ii) subject to Section 2(b) below, to cause immediately following the
consummation of the Acquisition Financings the election to the Board of
Directors of the following persons:
(A) Two (2) Class A/B Directors (as defined in the Certificate)
as designated by CIBC;
(B) One (1) Class A/B Director as jointly designated by the
▇▇▇▇▇▇ Holders;
(C) Five (5) Class B Directors (as defined in the Certificate) as
jointly designated by the EUFCC Holders, with the EUFCC Holders
initially to designate as one of its five (5) designees a member of
AmeriTel Pay Phones, Inc.'s current management and to designate as
another one (1) of its designees a principal owning thirty percent
(30%) or more of the shares of Onyx Partners, Inc.;
(D) Two (2) Class A/B Directors designated by Regent; and
(E) One (1) Class A/B Director designated jointly by all Holders
except the EUFCC Holders, the ▇▇▇▇▇▇ Holders, the AmeriTel Holders, the
Onyx Holders, and CIBC.
(iii) to cause the removal as a director of any person designated
pursuant to Section 2(a)(ii) above if so requested by the Holder(s) who
designated such director;
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(iv) subject to Section 2(b) below, in the event that any director (a
"Withdrawing Director") designated as set forth in Section 2(a)(ii) above is
unable to serve, or once having commenced to serve, is removed or resigns
from the Board of Directors, to cause the election to, and continued service
on, the Board of Directors as such Withdrawing Director's replacement, a
person (the "Substitute Director") designated by the Holder(s) who
designated the Withdrawing Director;
(v) in the event any Holder(s) entitled to designate a director or
directors pursuant to this Agreement choose(s) not to designate any director
or directors, to cause such directorship or directorships to remain vacant
until such time as such Holder(s) desire(s) to make such designation;
(vi) to cause the appointment of observers who are permitted to
attend all meetings of the Board of Directors and who have such other rights
agreed to by the Company in that certain Purchase Agreement for the senior
subordinated notes dated as of December 27, 1996, as the same may be amended
from time to time;
(vii) to cause no action to be taken at any meeting of the Board of
Directors unless each director shall receive at least two Business Days'
notice of such meeting or shall waive such notice; and
(viii) to cause the Board of Directors to cause the Company to take
the actions and fulfill the obligations set forth in Section 6 below.
(b) Except as provided in this Section 2(b), the right to designate a
director or directors of the Company under this Agreement is not assignable.
Notwithstanding the foregoing, CIBC may assign its right to designate directors
under this Agreement in connection with a permitted transfer of all or part of
its Common Stock as follows:
(i) CIBC may assign its right to designate two (2) Class A/B Directors
to any holder or group of holders (as defined in Rule 13d-5(b)(i) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended ("Rule 13d5(b)(i)")) that holds or owns seven and one-half percent
(7.5%) or more of the outstanding Common Stock, provided that CIBC still has
prior to such assignment the right to designate two (2) Class A/B Directors
under this Agreement.
(ii) CIBC may assign its right to designate one (1) Class A/B Director
to any holder or group of holders (as defined in Rule 13d-5(b)(i)) that
holds and owns five percent (5%) or more of the outstanding Common Stock,
provided that CIBC still has prior to such assignment the
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right to designate at least one (1) Class A/B Director under this Agreement.
(c) The right of Holders to designate a director or directors under this
Section 2 shall terminate at such time as set forth below.
(i) At the time CIBC and/or its Affiliates shall own less than seven
and one-half percent (7.5%) of the outstanding Common Stock, CIBC shall have
the right to designate only one (1) Class A/B Director. At the time CIBC
and/or its Affiliates shall own less than five percent (5%) of the
outstanding Common Stock, CIBC shall no longer have the right to designate
any directors.
(ii) At the time the ▇▇▇▇▇▇ Holders and/or their respective Affiliates
shall own less than five percent (5%) of the outstanding Common Stock, the
▇▇▇▇▇▇ Holders lose the right to designate any directors.
(iii) At the time the EUFCC Holders and the Onyx Holders collectively
shall own less than ten percent (10%) of the outstanding Common Stock, the
EUFCC Holders lose the right to designate two (2) Class B Directors, and, in
accordance with Section 2(f), all the Holders of outstanding Common Stock
shall acquire the right to designate one (1) additional Class A/B Director
with such voting power as set forth in the Certificate, which is one (1)
full vote so as to maintain the total number of votes on the Board of
Directors at nine (9) (and the membership on the Board of Directors shall be
reduced to ten (10)). At the time the EUFCC Holders and the Onyx Holders
collectively shall own less than seven and one-half percent (7.5%) of the
outstanding Common Stock, the EUFCC Holders lose the right to designate
another two (2) Class B Directors, and, in accordance with Section 2(f), all
the Holders of outstanding Common Stock shall acquire the right to designate
one (1) additional Class A/B Director with such voting power as set forth in
the Certificate, which is one (1) full vote so as to maintain the total
number of votes on the Board of Directors at nine (9) (and the membership on
the Board of Directors shall be reduced to nine (9). At the time the EUFCC
Holders and the Onyx Holders collectively shall own less than five percent
(5%) of the outstanding Common Stock, the EUFCC Holders lose the right to
designate any directors, and, in accordance with Section 2(f), all the
Holders of outstanding Common Stock shall acquire the right to designate one
(1) additional Class A/B Director with such voting power as set forth in the
Certificate, which is one (1) full vote so as to maintain the total number
of votes on the Board of Directors at nine (9) (and the membership on the
Board of Directors shall remain at nine (9). In determining the percentage
of ownership of the EUFCC Holders and the Onyx Holders for purposes of this
Section 2(c)(iii),
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the Class B Common held by them will be deemed to have been converted into
the appropriate number of Class A Shares as provided in the Company's
Certificate, provided however, that if one of the designees of the EUFCC
Holders is not a designee of Onyx pursuant to Section 2(a)(ii)(C), then the
Common Stock owned by the Onyx Holders shall not be considered in
calculating the percentages pursuant to this clause (iii).
(iv) At the time Regent and/or its Affiliates shall own less than
seven and one-half percent (7.5%) of the outstanding Common Stock, Regent
shall have the right to designate only one (1) Class A/B Director. At the
time Regent and/or its Affiliates shall own less than five percent (5%) of
the outstanding Common Stock, Regent shall no longer have the right to
designate any directors.
(v) At the time any permitted assignee of CIBC's right to designate
two (2) Class A/B Directors shall own less than seven and one-half percent
(7.5%) of the outstanding Common Stock, such Holder shall have the right to
designate only one (1) Class A/B Director. At the time any permitted
assignee of CIBC's right to designate any directors shall own less than five
percent (5%) of the outstanding Common Stock, such Holder loses the right to
designate any directors.
(d) Any Holder (or Holders, in the case of the EUFCC Holders) that has a
right to designate a director or directors hereunder and all of whose designees
for directors, as provided in Section 2(a) above, are not officers or employees
of such Holder or any of its Affiliates shall have the right to have one of its
officers or employees attend and observe all meetings of the Board of Directors;
provided, that such officer or employee shall not be entitled to vote at any
such meeting. The Company shall provide notice to each such Holder, whose
designees for director are not officers or employees of such Holder, at the time
it provides notice to the directors of forthcoming board meetings. The Company
shall pay all reasonable costs of such representative to attend the meeting to
the same extent the Company pays its directors' costs.
(e) For so long as the EUFCC Holders shall have the right under this
Agreement to designate five (5) Class B Directors, each such director designated
by the EUFCC Holders shall have such voting power as set forth in the
Certificate, which is 0.6 vote on any matter voted on by the Board of Directors
(thus, the EUFCC Holders' director designees would have a combined three (3)
director votes, or 0.6 x 5 = 3). For so long as the EUFCC Holders shall have
the right under this Agreement to designate three (3) Class B Directors, each
such director designated by the EUFCC Holders shall have such voting power as
set forth in the Certificate, which is 0.667 vote on any matter voted on by the
Board of Directors (thus, the EUFCC Holders' director designees
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would have a combined two (2) director votes, or 0.667 x 3 = 2). For so long as
the EUFCC Holders shall have the right under this Agreement to designate one (1)
Class B Director, such director shall have such voting power as set forth in the
Certificate, which is one (1) full vote on any matter voted on by the Board of
Directors. In the event the provisions of this Section 2(e) shall be held
invalid or unenforceable under Delaware law at any time while the EUFCC Holders
have the right to designate five (5) Class B Directors under this Agreement, or
in the event the EUFCC Holders convert their Class B Common into Class A Common
at any time the EUFCC Holders would otherwise have the right to designate five
(5) Class B Directors under this Agreement, then, in either such event the EUFCC
Holders shall no longer have the right to designate five (5) Class B Directors
but shall instead have the right to designate only three (3) Class A/B Directors
immediately upon this Section 2(e) being held invalid or unenforceable or upon
such conversion, and those three (3) directors shall have three (3) votes. In
the event the provisions of this Section 2(e) shall be held invalid or
unenforceable under Delaware law at any time while the EUFCC Holders have the
right to designate three (3) Class B Directors under this Agreement, or in the
event the EUFCC Holders convert their Class B Common into Class A Common at any
time the EUFCC Holders would otherwise have the right to designate three (3)
Class B Directors under this Agreement, then, in either such event the EUFCC
Holders shall no longer have the right to designate three (3) Class B Directors
but shall instead have the right to designate only two (2) Class A/B Directors
immediately upon this Section 2(e) being held invalid or unenforceable or upon
such conversion, and those two (2) directors shall have two (2) votes.
(f) Whenever a party who is authorized under this Agreement to designate
one or more members of the Board of Directors loses such right as to one or more
directors, the director designation right as to such seat(s) on the Board of
Directors shall devolve on all the Holders of Common Stock, subject to the
provisions of Section 2(c)(iii) above and in accordance with the Certificate.
(g) The Company shall pay the reasonable expenses of all directors for
attendance at meetings of the Board of Directors.
(h) For so long as the CIBC Holders shall have the right under this
Agreement to designate any directors, in regard to a meeting of the Board of
Directors, a quorum of the Board of Directors shall not be deemed to exist
unless at least one (1) director designated by CIBC is a part of such quorum;
provided, however, if there would have otherwise been a quorum but for the
absence of a CIBC-designated director, a majority of directors present for such
meeting may adjourn the meeting and send a special notice to the CIBC-designated
director(s) and the other directors not in attendance at the meeting setting a
date for reconvening the meeting of the Board of Directors at least three (3)
Business Days after the meeting as to which no quorum existed by virtue of the
absence of a CIBC-designated director was
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adjourned, and the Board of Directors may reconvene at such time and conduct
business if a quorum is otherwise present, regardless of whether a CIBC-
designated director is in attendance. Notwithstanding the foregoing, this
Section 2(h) shall not be applicable to a meeting of the Board of Directors to
consider a Selling Party's Notice pursuant to Section 3(b) hereof.
(i) The Boards of Directors of the Company's Subsidiaries shall at all
times during the term of this Agreement consist of the same members as the
Company's Board of Directors. The Boards of Directors of the Company's
Subsidiaries shall each by resolution designate a committee which consists of
two (2) or more directors. Such committees, to the extent provided in the
resolutions of the respective Board of Directors, shall have and may exercise
all the powers and authority of such Subsidiary's Board of Directors in the
management of the business and affairs of such Subsidiary.
(j) From and after the date of this Agreement the Board of Directors will
not, and will not permit any of the Subsidiaries to enter into, or cause, suffer
or permit to exist, any contract, agreement, understanding, arrangement or
transaction (or any amendments to any of the foregoing) with any of the
Company's Affiliates, any Affiliate of a Holder, or any Affiliate of any
director unless such contract, agreement, amendment, understanding, arrangement
or transaction (or any amendments to any of the foregoing) is fair and equitable
to the Company or such Subsidiary comparable to the terms that would be achieved
in an arm's length transaction with a person that is not an Affiliate and is a
contract, agreement, amendment, understanding, arrangement or transaction (or
any amendments to any of the foregoing) of the kind which would be entered into
by a prudent person in the position of the Company or such Subsidiary with a
person which is not one of its Affiliates. Any director who has a financial
interest in, or is an Affiliate of any party who has a financial interest in,
any contract, agreement, amendment, understanding, arrangement or transaction
(or any amendments to any of the foregoing) that comes before the Board of
Directors, shall (i) disclose the material facts of his or her relationship or
interest as to the contract, agreement, amendment, understanding, arrangement or
transaction (or any amendments to any of the foregoing) to the Board of
Directors and (ii) abstain from voting thereon.
3. TRANSFERS OF CAPITAL STOCK.
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(a) Involuntary Transfers. Upon any Involuntary Transfer of Capital Stock
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affecting a Holder (the "Affected Holder"), each Interested Party and the
Affected Holder, as applicable, will comply with the following provisions:
(i) The Interested Party and in the case of a Marital Relationship
Transfer, the Affected Holder will deliver or cause to be delivered a
written notice (the "Notice of
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Involuntary Transfer") to the Company no later than thirty (30) days after
such Involuntary Transfer. The Notice of Involuntary Transfer will include
(A) a description of the circumstances resulting in the Involuntary
Transfer; (B) the name and address of each Interested Party; and (C) the
type (i.e., Class A Common, Class B Common, Preferred Stock, and/or
Warrants) and amount of Capital Stock subject to the Involuntary Transfer.
(ii) In the case of a Marital Relationship Transfer, the Notice of
Involuntary Transfer will constitute an irrevocable offer by the Interested
Party to sell to the Affected Holder, at Fair Market Value, all or any
portion of the Capital Stock that was subject to the Marital Relationship
Transfer. Such offer will remain open for a period of thirty (30) days
after delivery of the Notice of Involuntary Transfer. Within such 30-day
period, the Affected Holder may elect to accept such offer in whole or in
part by delivering to the Interested Party and the Company written notice of
its irrevocable election to accept such offer. If the Affected Holder does
not accept such offer within such 30-day period with respect to all of the
Capital Stock subject to the Marital Relationship Transfer, then the Company
will have the option, pursuant to Section 3(a)(iii), to purchase any
remaining Capital Stock.
(iii) The Notice of Involuntary Transfer will constitute an
irrevocable offer by the Interested Party to sell to the Company (and/or to
one or more Holders as hereinafter provided), at Fair Market Value, all or
any portion of the Capital Stock subject to the Involuntary Transfer that is
not purchased by the Affected Holder pursuant to Section 3(a)(ii). Such
offer will remain open to the Company for a period of sixty (60) days after
delivery of the Notice of Involuntary Transfer. Within such 60-day period,
the Company may elect to accept such offer in whole or in part by delivering
to the Interested Party written notice of its irrevocable election to accept
such offer. If the Company does not fully exercise its right to purchase
the Capital Stock subject to the Involuntary Transfer, then upon the
expiration of the 60-day period referenced above, the Notice of Involuntary
Transfer shall be deemed to be a "Selling Party's Notice" without a Third
Party Offer and the Interested Party shall be deemed to be a "Selling Party"
as such terms are hereinafter defined, and the Holders shall be given an
opportunity to purchase the remaining Capital Stock, at Fair Market Value,
as provided in Section 3(b) below.
(iv) If the Affected Holder and/or the Company elect to purchase
Capital Stock pursuant to this Section 3(a), the closing of the purchase and
sale will occur on or before the ninetieth (90th) day following delivery of
the Notice of Involuntary Transfer. The purchase price will be payable,
-12-
at the option of the purchaser, (A) in a single lump sum at the closing, or
(B) at least twenty percent (20%) in cash at the closing and the balance in
four (4) equal annual installments of principal and interest, commencing one
year after the closing, in which case each purchaser's obligation to pay the
purchase price will be evidenced by a promissory note executed and delivered
to the Interested Party by such purchaser at the closing. The outstanding
principal amount of each such promissory note will bear interest at a fixed
annual rate equal to the yield of the U.S. Treasury Securities having a
maturity of four years reported in The Wall Street Journal on the date prior
-----------------------
to closing (or the most comparable government bond yield then reported). At
the closing, the purchaser(s) will deliver the consideration payable to the
order of the Interested Party, against delivery by the Interested Party of
the Capital Stock being so purchased, free and clear of all liens, claims
and encumbrances (other than this Agreement) and endorsed in good form for
transfer.
(b) Voluntary Transfers. If any Holder (the "Selling Party") intends to
------------------- ------- -----
effect a Voluntary Transfer (any type of Voluntary Transfer is hereinafter
included within the terms "sell" or "sale") of all or any portion of its Capital
Stock (such Capital Stock or part thereof being hereafter called the "Offered
-------
Stock"), and the Selling Party has received a Third Party Offer with respect to
-----
the Offered Stock, then the Selling Party may consummate a sale of the Offered
Stock only if the Selling Party complies with the terms and conditions of this
Section 3(b), and, if applicable, the "Tag-Along" and "Drag-Along" Rights as
set forth in Section 3(b)(ix) and 3(b)(x).
(i) The proposed transferee (the "Buyer") shall not be a direct
competitor of the Company, as determined promptly and in good faith by the
Board of Directors.
(ii) The Selling Party will deliver or cause to be delivered a written
notice (the "Selling Party's Notice") to the Company of the terms,
provisions, and conditions under which the Selling Party desires to sell the
Offered Stock. The Company will promptly forward a copy of the Selling
Party's Notice to all other Holders. The Selling Party's Notice shall
include the following information:
(A) a statement of the Selling Party's bona fide intention to
sell Capital Stock;
(B) the portion of the Selling Party's Capital Stock that is for
sale and the type of Capital Stock that is for sale (i.e., Class A
Common, Class B Common, Preferred Stock, and/or Warrants);
(C) a copy of such Third Party Offer and the name and address of
the Buyer and reasonably detailed
-13-
information regarding the Buyer's relationship with any of the other
Holders; and
(D) a statement that the Offerees may exercise their "Tag-Along
Right" under Section 3(b)(ix) and a "Transfer Tag Along Notice" as
provided in Section 3(b)(ix)(D) below, if (I) the Selling Party holds
ten percent (10%) or more of the Fully-Diluted Common Stock or if the
Selling Party is an EUFCC Holder and (II) the Selling Party is not part
of a Drag-Along Group that causes the sale of Capital Stock pursuant to
Section 3(b)(x).
With respect to a Notice of Involuntary Transfer that, pursuant to Section
3(a)(iii) hereof, is deemed to become a Selling Party's Notice of Sale in
the absence of a Third Party Offer, the Interested Party shall deliver or
cause to be delivered to all Holders and the Company a copy of the Notice of
Involuntary Transfer with a statement that, pursuant to this Agreement, such
Notice of Involuntary Transfer is deemed to be a Selling Party's Notice of
Sale, with the Interested Party deemed to be the Selling Party. Such
delivery is to be accomplished within ten (10) days of the date upon which
the Notice of Involuntary Transfer is deemed under this Agreement to become
a Selling Party's Notice of Sale, and such delivery shall be deemed, for
purposes of this Section 3(b), to be the delivery of a Selling Party's
Notice of Sale.
(iii) The delivery of the Selling Party's Notice to the other Holders
constitutes an offer (the "Offer") by the Selling Party to sell the Offered
-----
Stock to the Offerees in accordance with the terms of this Section 3(b) for
cash at the same price as specified in the Selling Party's Notice (or for
Fair Market Value in the case of a Notice of Involuntary Transfer that is
deemed under this Agreement to become a Selling Party's Notice of Sale).
(iv) Within ten (10) Business Days of the Company's receipt of the
Selling Party's Notice, the Company shall, subject to the provisions of
Section 3(e), have the right to purchase all of the Offered Stock.
(A) If the Company does not elect to purchase all of the Offered
Stock within such ten (10) Business Day period, then the Company's
right to purchase the Offered Stock shall terminate.
(B) If the Company elects to purchase all of the Offered Stock
pursuant to this Section 3(b), the Company shall notify all of the
Holders within such ten (10) Business Day period that it is purchasing
the Offered Stock, and the sale shall be made in accordance with
Section 3(b)(vii) hereof. The Selling Party shall
-14-
transfer the Offered Stock, free of all liens and encumbrances and
properly endorsed, to the Company, and the Company shall be permitted
to deliver the proper consideration to the Selling Party -- all in
accordance with the provisions of Section 3(b)(vii).
(v) Response from Offerees.
----------------------
(A) Each Offeree shall have a period of ten (10) Business Days
from the date of delivery of the Selling Party's Notice (this ten (10)
Business Day Period is referred to as the "Election Period") to accept
---------------
such Offer on the same terms, provisions, and conditions stated in the
Selling Party's Notice unless the Company has exercised its right
pursuant to clause (iv) above.
(B) If an Offeree desires to accept the offer of a Selling Party
to purchase part or all of the Offered Stock, then prior to the end of
the Election Period, the Offeree must send a written notice of
acceptance to the Company (the "Election Notice"), specifying the
---------------
maximum amount of the Offered Stock that the Offeree would be willing
to purchase (which may be in excess of such Offeree's Pro Rata share of
the Offered Stock) on the terms and conditions set forth in the Selling
Party's Notice. An Offeree's acceptance of the Offer must be actually
received by the Company prior to the expiration of the Election Period.
Any purported acceptance made orally shall be ineffective; an untimely
acceptance shall be ineffective, and any purported acceptance which
varies the terms of such Offer shall be deemed a rejection thereof for
all purposes.
(vi) At the end of the Election Period, the Company shall review the
Election Notices and shall determine the rights of the Offerees and/or the
Buyer to acquire the Offered Stock in accordance with the following
provisions:
(A) First, the Company shall determine if one or more of the
Offerees have permissibly elected to purchase all of the Offered Stock
(this determination shall be made pursuant to Section 3(b)(vi)(C)). If
one or more of the Offerees have permissibly elected to purchase all of
the Offered Stock, then the electing Offerees shall be obligated to
purchase, and the Selling Party shall be obligated to sell, the Offered
Stock in the manner set forth in Section 3(b)(vi)(C)(II).
(B) Second, if the Offerees elected to purchase less than all of
the Offered Stock, the Company shall send a notice to the Offerees
informing them of the amount of Offered Stock which the Offerees have
not yet
-15-
elected to purchase (the "Shortfall Notice"). Each Offeree shall have
a period of five (5) Business Days from the date of delivery of the
Shortfall Notice (the "Extended Election Period") to send a new
Election Notice to the Company specifying the maximum amount of Offered
Stock that the Offeree would be willing to purchase on the terms and
conditions set forth in the Selling Party's Notice. If, after the end
of the Extended Election period, the Offerees have still not elected to
purchase all of the Offered Stock, then the Offer shall be deemed
rejected. In that event, the Company shall notify the Offerees and the
Selling Party that the Offer has been rejected, and the Selling Party
shall have the following options:
(I) The Selling Party may sell the Offered Stock to the
Buyer subject to the "Tag-Along Rights" (if applicable) of all
other Holders as set forth in Section 3(b)(ix); and
(II) If Section 3(b)(vi)(B)(I) does not apply, then the
Selling Holder shall be free to sell the Offered Stock to the
Buyer identified in the Third Party Offer in accordance with
Section 3(b)(viii).
(C) The Offered Stock shall be sold in the manner set forth
below:
(I) First, the Company shall be entitled to purchase all of
the Offered Stock pursuant to Section 3(b)(iv) above; and
(II) Second, if the Company does not elect to purchase all
of the Offered Stock, then the Offered Stock may be sold to, and
may be purchased by, the Offerees in the manner set forth in this
Section 3(b)(vi)(C)(II). The Company must initially evaluate the
Election Notices and, if applicable, those Election Notices
submitted during the Extended Election Period to determine if the
Offerees collectively elected to purchase the entire Offered
Stock. If after the termination of the Election Period, or, if
applicable, the Extended Election Period, the Offerees have not
elected to purchase the entire Offered Stock, then the Offerees
shall have no right to purchase the Offered Stock pursuant to this
Section 3(b)(vi)(C)(II), and the Selling Party shall have those
options described in Section 3(b)(vi)(B). If the Offerees have
elected to purchase the entire Offered Stock, then the electing
Holders shall be entitled to purchase
-16-
the Offered Stock in a manner set forth in clauses (a) and (b)
below:
(a) First, each of the Holders ("Like Kind Offerees")
------------------
owning the same type of Capital Stock as the Offered Stock
(i.e., Common Stock, with no distinction being made for
purposes of this section between Holders of Class A Common
and Class B Common, and/or Preferred Stock and/or Warrants)
(referred to as "Like Kind Stock") shall be entitled to
purchase the amount of the Like Kind Offered Stock such Like
Kind Offeree agreed to purchase in its Election Notice,
provided however, if the aggregate amount which all Like Kind
Offerees have agreed to purchase in their Election Notices is
in excess of the amount of Like Kind Offered Stock, (each
Like Kind Offeree shall be entitled to purchase its pro rata
share of the Offered Stock (based on the relative amounts
each have agreed to purchase in their Election Notices); and
(b) Second, if after the application of Section
3(b)(vi)(C)(II)(a) above, there remains any Offered Stock,
and one or more other Offerees ("Unlike Kind Offerees") have
--------------------
elected to purchase the Offered Stock, then those electing
Unlike Kind Offerees shall be entitled to purchase the amount
of the Offered Stock such Unlike Kind Offerees agreed to
purchase in their Election Notices, provided however, if the
aggregate amount which all Unlike Kind Offerees have agreed
to purchase in their Election Notices is in excess of the
remaining amount of Offered Stock, each Unlike Kind Offeree
shall be entitled to purchase its pro rata share of the
remaining Offered Stock (based on the relative amount each
have agreed to purchase in their Election Notices).
(vii) If, pursuant to this Section 3(b), the Company or one or more
Offerees become obligated to purchase part or all of the Offered Stock, the
Selling Party shall transfer such portion of the Offered Stock, free of all
liens and encumbrances (other than those imposed by this Agreement) and
properly endorsed, to the respective purchasing Offerees thereof within
thirty (30) days after the expiration of the Election Period or the Extended
Election Period, if applicable. This transfer shall be made against delivery
by the purchasing Offerees of immediately available funds payable to the
Selling Party.
-17-
(viii) If, pursuant to Section 3(b)(vi)(B) hereof, the Offer has been
deemed rejected by the Offerees, then subject to Section 3(b)(ix) and
Section 3(b)(x), if applicable, the Selling Party may sell the Offered Stock
to the Buyer identified in the Selling Party's Notice on such other terms
and conditions no less favorable than the terms set forth in the Selling
Party's Notice; provided, however, that such sale must close within ninety
(90) days after the expiration of the Election Period.
(ix) "Tag-Along" Rights. If any Holder of ten percent (10%) or more
------------------
of the Fully-Diluted Common Stock or any EUFCC Holder ("Selling Holder")
--------------
proposes a Voluntary Transfer of Common Stock (the "Offered Common Stock")
--------------------
to a Proposed Buyer pursuant to Section 3(b) hereof, then as to the other
Holders of Common Stock ("Tag-Along Holders"):
-----------------
(A) each Tag-Along Holder shall have the right to require the
Proposed Buyer to purchase from such Tag-Along Holder (and the Selling
Holder shall reduce by a corresponding amount) the number of shares of
Common Stock which is equal to the product of the number of shares of
Offered Common Stock and the fraction the numerator of which is the
number of shares of Common Stock owned by the Tag-Along Holder (and its
Affiliates) and the denominator of which is the total number of shares
of Common Stock outstanding.
(B) Any Common Stock purchased from a Tag-Along Holder pursuant
to this Section 3(b)(ix) shall be purchased at the same price and upon
all of the same terms and conditions (including appropriate
representations and warranties, as applicable) as the proposed transfer
by the Selling Holder.
(C) If a Holder proposes to transfer any Common Stock which is
subject to the provisions of this Section 3(b)(ix), it shall notify, or
cause to be notified, the Company in writing not less than ten (10)
days nor more than thirty (30) days prior to the time of the proposed
transfer (the "Transferor Tag-Along Notice"). The Company will
promptly forward a copy of the Transferor Tag-Along Notice to all other
Holders. The Transferor Tag-Along Notice shall set forth: (I) the
name and address of the Proposed Buyer and reasonably detailed
information regarding the Buyer's relationship with the other Holders;
(II) the proposed amount of consideration, which must be cash in lawful
money of the United States and the terms and conditions of offered by
the Proposed Buyer (the "Third Party Terms"); and (III) that the
Proposed Buyer has been informed of the terms of this Section 3(b)(ix)
and has
-18-
agreed to purchase Common Stock in accordance with the terms hereof.
(D) The Tag-Along Right provided for in this Section 3(b)(ix) may
be exercised by any Tag-Along Holder by delivery of a written notice to
the Company and the Selling Holder (the "Tag-Along Notice") within five
(5) days following receipt of the Transferor Tag-Along Notice (the
"Tag-Along Period"). The Tag-Along Notice shall state the maximum
amount of Common Stock, by type, that such Tag-Along Holder wishes to
include in the transfer to the Proposed Buyer.
(E) Within five (5) Business Days after the expiration of the
Tag-Along Period, the Company shall determine the amount(s) and type(s)
of Common Stock that each Tag-Along Holder shall be entitled to sell,
calculated pursuant to this Section 3(b)(ix). Upon the giving of the
Tag-Along Notice, each Tag-Along Holder shall be obligated to sell to
the Proposed Buyer the amount(s) of Common Stock set forth in the Tag-
Along Notice on the Proposed Buyer's terms. If the Proposed Buyer does
not purchase the Common Stock from any Tag-Along Holder as required
pursuant to this Section 3(b)(ix), then the transfer by any Selling
Holder and all Tag-Along Holders to such Proposed Buyer shall be null
and void and of no effect whatsoever.
(F) After expiration of the Tag-Along Period, if the provisions
of this Section 3(b)(ix) have been complied with and no Tag-Along
Notice has been given, the Selling Holder shall have the right for
sixty (60) days to transfer such Common Stock to the Proposed Buyer on
the Proposed Buyer's terms, but after sixty (60) days, no such transfer
may be made without again giving notice to the other Holders of the
proposed transfer and complying with the requirements of Section 3(b),
including this Section 3(b)(ix).
(x) "Drag-Along" Right.
-----------------
(A) If a Holder or a group of Holders owning Common Stock
representing sixty percent (60%) or more of the total amount of the
outstanding Common Stock plus In the Money Warrants, proposes to
transfer all their Common Stock to any third party who is not a Holder
or an Affiliate of a Holder (each, a "Drag-Along Group") then the Drag-
----------------
Along Group shall have the right to require all other Holders (the
"Compelled Holders") to sell to the third party all of their Capital
------------------
Stock notwithstanding any requirements to deliver a Selling Party's
Notice pursuant to Section 3(b) which would otherwise be applicable.
-19-
(B) If a Third Party Offer is extended contemplating the
acquisition of seventy-five percent (75%) or more of all outstanding
Common Stock and all In the Money Warrants, and (ii) a Holder or a
group of Holders owning Common Stock representing seventy-five percent
(75%) or more of the outstanding Common Stock plus In the Money
Warrants proposes to accept such Third Party Offer (again, each a
"Drag-Along Group"); then the Drag-Along Group shall have the right to
require all Holders of Common Stock and In the Money Warrants (which
for purposes of this Section 3(b)(x) hereof shall include the Drag
Along Group) (the "Compelled Holders") to sell to the third party their
-----------------
outstanding Common Stock and In the Money Warrants in accordance with
the Third Party Offer notwithstanding any requirements to deliver a
Selling Party's Notice pursuant to Section 3(b) which would otherwise
be applicable. For purposes of this Section 3(b)(x), "In the Money
------------
Warrants" shall refer to Warrants having a strike price less than the
--------
per share price at which the third party proposes to purchase the
Common Stock;
(C) Any Common Stock or In the Money Warrants purchased from a
Compelled Holder pursuant to this Section 3(b)(x) shall be purchased at
the same price and on the same terms and conditions as the proposed
transfer by the Drag-Along Group, provided that the purchase price for
the In the Money Warrants shall not be less than the difference between
the per share price of the Common Stock and the strike price of the In
the Money Warrant times the number of shares issuable upon exercise of
such warrants. With respect to Section 3(b)(x)(A), any Common Stock
purchased pursuant thereto will be purchased at the same price and
terms and conditions (including appropriate representations and
warranties, as applicable) as the proposed transfer by the Drag-Along
Group, and any other Capital Stock (other than Senior Preferred Stock
and Common Stock) purchased pursuant thereto shall be purchased at Fair
Market Value but otherwise on all of the same terms and conditions
(including appropriate representations and warranties, as applicable)
as the proposed transfer by the Drag-Along Group. In any circumstance
under Section 3(b)(x)(A) or (B), all Senior Preferred Stock shall be
redeemed at its liquidation preference at the time of the transfer
(which liquidation preference as set forth in the Certificate includes
an amount equal to any accrued but unpaid dividends); provided,
however, the Holders of the Preferred Stock shall be given the
opportunity to exercise their conversion rights and become a Compelled
Holder prior to any redemption.
-20-
(D) The Drag-Along Group that proposes to transfer any Capital
Stock shall, unless otherwise requested by the Buyer for
confidentiality or other reasons, notify, or cause to be notified, the
Company of the proposed transfer not less than ten (10) days prior to
the time of entering into a binding agreement requiring a transfer
pursuant to this Section 3(b)(x). Upon receipt of such notice, the
Company will promptly forward a copy thereof to all Compelled Holders.
In all events the Drag-Along Group shall notify the Company in writing
not less than twenty (20) days nor more than sixty (60) days prior to
the time of such proposed transfer (the "Transferor Drag-Along
---------------------
Notice"). The Company will promptly forward a copy of the Transferor
Drag-Along Notice to all Compelled Holders. The Transferor Drag-Along
Notice shall set forth: (I) the name and address of the third party
and reasonably detailed information regarding the Buyer's relationship
with the other Holders; (II) the proposed amount of consideration
(which must be cash in lawful money of the United States) and terms and
conditions of payment offered by the third party (the "Drag-Along Third
Party Terms"); provided, however that any transfer by the Compelled
Holders of Capital Stock shall be made against delivery of immediately
available funds payable to such Compelled Holders; and (III) that the
third party has been informed of the "Drag-Along Right" provided for in
----------------
this Section 3(b)(x) and has agreed to purchase all outstanding Capital
Stock in accordance with the terms hereof.
(E) Upon the giving of the Transferor Drag-Along Notice, each
Compelled Holder shall be entitled and obligated to sell to the third
party all of his, her, or its Capital Stock on the Drag-Along Third
Party Terms or his, her, or its Applicable Percentage of outstanding
Common Stock and In-the-Money Warrants, whichever the case may be;
provided, however, that neither the Drag-Along Group nor any Compelled
Holder shall consummate the sale of any Capital Stock owned by it
unless the third party purchases all of the Capital Stock described in
the Transferor Drag-Along Notice. If the third party does not purchase
all Capital Stock owned by each Compelled Holder or the Applicable
Percentage of each Holder's of outstanding Common Stock and In-the-
Money Warrants as required by this Section 3(b)(x), then any transfer
by the Drag-Along Group and all Compelled Holders to such third party
shall be null and void and of no effect whatsoever.
(c) Securities Law Compliance. Notwithstanding anything to the contrary
-------------------------
contained herein, no transfer of any Capital Stock of a Holder shall be
permitted if such transfer will violate the registration requirements of
applicable securities laws or cause
-21-
any prior offer and sale of shares of Capital Stock to violate such
requirements. The Company may require the proposed transferee to deliver to the
Company acceptable representations and warranties respecting his, her, or its
status under applicable securities laws and investment intent with respect to
the Capital Stock, and may require the transferor and transferee to supply such
other documentation as the Company may deem advisable in its sole discretion,
including an opinion of counsel that the subject transfer complies with
applicable securities laws and regulations.
(d) Transfers to Affiliates. Each Holder represents and warrants that he,
-----------------------
she, or it has no present intention or pre-existing plan or arrangement to
transfer any of its Capital Stock to an Affiliate or any third party. However,
subject to the requirements of Section 3(c) hereof, a Holder may transfer all or
any part of the Capital Stock held by it to an Affiliate of such Holder,
provided such Holder first obtains the written undertaking of such Affiliate
expressly for the benefit of such Holder, the Company, and the other Holders:
(i) to transfer such Capital Stock to such Holder (or such Holder's successor or
permitted assigns) or to offer the Capital Stock in accordance with the
provisions of Section 3(b) hereof when such Affiliate ceases to be an Affiliate
of such Holder; and (ii) that all of the Capital Stock of the Company that has
been transferred to such Affiliate shall remain subject to all the terms and
restrictions of this Agreement as provided herein. The provisions of Section 8
hereof shall apply to any transfer of Capital Stock by a Holder to an Affiliate.
In the event an Affiliate that is a transferee under this Section 3(d) ceases to
be an Affiliate of the transferring Holder, such Holder shall, cause such
Affiliate to transfer to such Holder (or to another Affiliate of such Holder or
to such Holder's successor or permitted assigns) all the transferred Capital
Stock owned by such former Affiliate in accordance with such undertaking
immediately prior to the time such Affiliate ceases to be an Affiliate of such
Holder or such Holder must offer such Capital Stock for sale in accordance with
the provisions of Section 3(b). An Affiliate that is a transferee under this
Section 3(d) shall, but only to the extent permitted by its undertaking with the
transferring Holder, be permitted to transfer the Capital Stock in accordance
with Section 3(b). In addition, transferors of Capital Stock permitted under
this Section 3(d) between Affiliates of the same Holder shall not be deemed to
be Voluntary Transfers pursuant to Section 3(b).
(e) Waiver of First Right of Refusal by Unanimous Vote of Board.
-----------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, the Board of
Directors may, by unanimous vote, waive the shareholders' first right of
refusal, the Company's first right of refusal and the other restrictions under
this Section 3 except as to an Affected Holder's first right of refusal in the
case of an Involuntary Transfer.
-22-
(f) Regulatory Compliance Cooperation.
---------------------------------
(i) If CIBC determines that is has a Regulatory Problem (as defined below),
then CIBC shall have the right to, and the Company shall take all such actions
as are reasonably requested by CIBC in order to, (a) effectuate and facilitate
the exchange of all or any portion of any voting security then held by CIBC on a
share-for-share basis for shares of a nonvoting security of the Company, which
nonvoting security shall be identical in all respects to the voting security
exchanged for it, except that it shall be nonvoting and shall be convertible
into a voting security on such terms as are requested by CIBC in light of
regulatory considerations then prevailing and CIBC may transfer such nonvoting
securities to an Affiliate of CIBC pursuant to Section 3(d) above, and (b) amend
this Agreement, the Certificate, the Bylaws and related agreements and
instruments to effectuate and reflect the foregoing. The parties to this
Agreement agree to vote their securities in favor of such amendments and
actions.
(ii) For purposes of this Agreement, a "Regulatory Problem" means any set of
facts or circumstances wherein it has been asserted by a governmental regulatory
agency (or CIBC advises the Board of Directors that CIBC believes that there is
a substantial risk of such assertion) that CIBC is not entitled to hold or
exercise any significant right with respect to, the Common Stock.
4. SUBSCRIPTION RIGHTS.
-------------------
The Company will not issue or sell any New Securities without first
complying with this Section 4; provided that Holders holding at least seventy-
five percent (75%) of the outstanding Common Stock and Warrants (having a strike
price less than the per share Fair Market Value of the Common Stock) at the time
may agree in writing to waive the provisions of this Section 4, and such waiver
will be binding on all Holders.
(a) If the Company proposes to issue or sell New Securities, it will give
each Holder written notice of its
intention, describing the type of New Securities and the price and terms upon
which the Company proposes to issue or sell the New Securities. If New
Securities are to be offered or sold as part of a unit with other securities of
the Company, the subscription right granted by this Section 4 will apply to such
units and not to the individual New Securities comprising such units.
(b) Each Holder will have twenty (20) days from the date of receipt of any
such notice to agree to purchase up to its respective Pro Rata Share of the New
Securities, for the price and on the other terms specified in the notice, by
giving written notice to the Company stating the quantity of New Securities
agreed to be purchased.
(c) If a Holder fails to exercise such subscription right fully within such
twenty (20) day period, the other Holders will
-23-
have an additional five (5) day period to purchase the portion not purchased by
such Holder, in the same proportion in which such other Holders were entitled to
purchase the New Securities. Thereafter, the Company will have ninety (90) days
to sell any New Securities at the same price and on the same other terms
specified in the Company's notice. If the Company has not sold the New
Securities within such ninety (90) day period, the Company will not thereafter
issue or sell any New Securities without first offering such securities in the
manner provided above.
(d) The foregoing subscription right may not be assigned or transferred
apart from the Capital Stock.
5. TERMINATION. This Agreement shall terminate:
-----------
(a) in respect of all Holders, upon (i) the effective date of a Public
Offering by the Company, (ii) the merger, consolidation or reorganization of the
Company, or the sale of all or substantially all of the assets of the Company,
if, immediately following such transaction, the Persons who were stockholders of
the Company immediately prior to such transaction own less than a majority of
the combined voting power to elect directors and the combined equity ownership
interest in the surviving entity, or such surviving entity has publicly traded
Common Stock not held by the parties to the Agreement with a market value in
excess of $30,000,000 and listed on a national securities exchange or national
market system, or (iii) the written consent of CIBC, the ▇▇▇▇▇▇ Holders, Regent
and the EUFCC Holders (but only so long as each such party is entitled to
designate at least one (1) member of the Board of Directors pursuant to Section
2 hereof) and a Majority in Interest of the Other Holders; or
(b) in respect of any Holder, when such Holder no longer owns any Capital
Stock.
6. REQUIRED ACTIONS. Each Holder and the Company shall take all action
----------------
reasonably within its power to cause the Company to fulfill the following
obligations and requirements:
(a) Reimbursement for Organizational Expenses. The Company shall reimburse
-----------------------------------------
the EUFCC Holders and their Affiliates for all reasonable expenses,
disbursements, and advances incurred or made, and all fees, deposits, and other
sums paid in connection with the organization of the Company, the qualification
of the Company to do business, the acquisition of the assets of the Company, the
financing of both the acquisition and the operation of the assets by the
Company, and all related matters, provided, however, as to out-of-pocket costs
incurred by the EUFCC Holders and their Affiliates for travel, entertainment,
telephone, delivery expenses, and copying charges, and other similar out-of-
pocket expenses, reimbursement of such out-of-pocket costs shall not exceed
$100,000 in the aggregate unless otherwise approved by the Board of Directors.
-24-
(b) Reimbursement for Operational Expenses. The Company shall enter into a
--------------------------------------
Consulting and Strategic Services Agreement with certain Affiliates of the EUFCC
Holders pursuant to which such Affiliates agree to provide certain consulting
services to the Company in exchange for the compensation provided therein, and
reimbursement of all reasonable, direct, third-party costs and expenses that are
incurred on behalf of, or in connection with, the management and operation of
the business of the Company, including, but not limited to, that portion of the
EUFCC Holders' Affiliates' legal and accounting costs and expenses, telephone,
travel, and entertainment expenses, and additional expenses that are necessary
or appropriate to the conduct of the Company's business and allocable to the
Company the aggregate amount of such reimbursement not to exceed $75,000 per
year, unless otherwise approved by the Board of Directors.
(c) The Company shall enter into a Registration Rights Agreement
substantially in the form attached hereto as Exhibit B, with each Holder in
respect to the Capital Stock owned or which may be acquired by such Holder.
(d) The Company will furnish the following reports to each Holder:
(i) As soon as practicable after the end of each fiscal year of the
Company, and in any event within ninety (90) days thereafter, a consolidated
and consolidating balance sheet of the Company and its subsidiaries, if any,
as at the end of such fiscal year, and consolidated and consolidating
statements of earnings and cash flows of the Company and its subsidiaries
for such year, prepared in accordance with generally accepted accounting
principles consistently applied and setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail and certified by the Chief Financial Officer and independent public
accountants of recognized national standing selected by the Company, and a
Company prepared comparison to the Company's operating plan for such year.
(ii) As soon as practicable after the end of each quarterly accounting
periods in each fiscal year of the Company, and in any event within forty-
five (45) days thereafter, a consolidated and consolidating balance sheet
of the Company and its subsidiaries as of the end of each such quarterly
period, and consolidated and consolidating statements of earnings and cash
flows of the Company and its subsidiaries for such period and for the
current fiscal year to date, prepared in accordance with generally accepted
accounting principles consistently applied and setting forth in comparative
form the figures for the corresponding period of the previous fiscal year
and to the Company's operating plan then in effect and approved by its Board
of Directors, subject to changes resulting from normal year-end audit
-25-
adjustments, all in reasonable detail and certified by the principal
financial or accounting officer of the Company, except that such financial
statements need not contain the notes required by generally accepted
accounting principles.
(iii) As soon as available and in any event within forty-five (45)
days after the end of each fiscal quarter, a written statement setting forth
management's discussion and analysis of the financial condition and results
of operations of the Company and its Subsidiaries for such fiscal quarter.
(iv) The Company will permit any Significant Holder (or a
representative of any Significant Holder) to visit and inspect any of the
properties of the Company, including its books of account and other records
(and make copies thereof and take extracts therefrom), and to discuss its
affairs, finances and accounts with the Company's officers and its
independent public accountants, all at such reasonable times and as often as
any such person may reasonably request.
(v) The Company will deliver the reports described below to each
Significant Holder, who so requests in writing:
(A) As soon as practical after the end of each month and in any
event within forty-five (45) days thereafter, a consolidated and
consolidating balance sheet of the Company and its subsidiaries as at
the end of such month and consolidated and consolidating statements of
earnings and cash flows of the Company and its subsidiaries, for each
month and for the current fiscal year of the Company to date, all
subject to normal year-end audit adjustments, prepared in accordance
with generally accepted accounting principles consistently applied and
certified by the principal financial or accounting officer of the
Company, together with a comparison of such statements to the
corresponding periods of the prior fiscal year and to the Company's
operating plan then in effect and approved by its Board of Directors,
and accompanied by a written statement setting forth management's
discussion and analysis of the financial condition and results of
operations of the Company and its Subsidiaries for such month.
(B) As soon as practicable after the end of each fiscal year (and
in any event no later than sixty (60) days thereafter) the financial
plan of the Company, in such manner and form as approved by the Board
of Directors of the Company, which financial plan shall include at
least a projection of income and a projected cash flow statement for
each fiscal quarter in such fiscal year and a projected balance sheet
as of the end
-26-
of each fiscal quarter in such fiscal year. Any material changes in
such business plan shall be delivered to each Significant Holder as
promptly as practicable after such changes have been approved by the
Board of Directors of the Company and in any event within 30 days after
the end of each fiscal quarter.
(C) With reasonable promptness, such other information and data
with respect to the Company and its subsidiaries as any such person may
from time to time reasonably request.
(D) As soon as practicable after transmission or occurrence and
in any event within ten (10) days thereof, copies of any reports or
communications delivered to any class of the Company's Holders or
broadly to the financial community, including any filings by the
Company with any securities exchange, the Securities and Exchange
Commission, or the National Association of Securities Dealers, Inc.
(e) The provisions of Section 6(d) and this Section 6(e) shall not be in
limitation to any rights which any Holder or Significant Holder may have with
respect to the books and records of the Company and its subsidiaries, or to
inspect their properties or discuss their affairs, finances and accounts, under
the laws of the jurisdictions in which they are incorporated.
(f) Anything in Sections 6(d) and 6(e) to the contrary notwithstanding, no
Holder or Significant Holder by reason of this Agreement shall have access to
any trade secrets or classified information of the Company except as otherwise
required by law. Each Significant Holder hereby agrees to hold in confidence
and trust and not to misuse or disclose any confidential information provided
pursuant to Section 6(d). The Company shall not be required to comply with
Section 6(d) in respect of any Holder whom the Company reasonably determines to
be a competitor or an officer, employee, director or greater than ten percent
(10%) stockholder of a competitor.
(g) Each Holder hereby agrees to execute pledge agreements, blank stock
powers, and other documents to evidence the pledge of his, her, or its Capital
Stock as security for the obligations of the Company under that certain Credit
Agreement for the Company's senior secured debt.
7. AMENDMENT. This Agreement may be amended by the written consent of
---------
CIBC, the ▇▇▇▇▇▇ Holders, Regent, the EUFCC Holders (but only so long as each
such party is entitled to designate at least one (1) member of the Board of
Directors pursuant to Section 2 hereof and only so long as such modification or
amendment would affect such Holder's rights or obligations hereunder) and a
Majority in Interest of the Other Holders, and as so amended shall be binding on
all parties. Notwithstanding the
-27-
foregoing, no provision of this Agreement shall be amended, altered, changed,
repealed or rescinded if the effect thereof would be to materially adversely
affect the rights of, or materially increase the restrictions on or obligations
of, one or more Holders, without the prior written consent of such Holders.
8. SHARES SUBJECT TO THIS AGREEMENT. All Capital Stock of the Company now
--------------------------------
owned or hereafter acquired by any of the Holders shall be subject to the terms
of this Agreement. In the event any Capital Stock is issued by the Company or
transferred in accordance with the terms of this Agreement, the Company or the
transferring Holder (as applicable) shall require as a condition precedent to
such transfer that the transferee (to the extent such Person is not at such time
a party to this Agreement) execute a counterpart of this Agreement agreeing to
be subject to all of the terms and restrictions contained herein. Upon
execution of such counterpart of this Agreement and compliance with any other
requirement imposed by this Agreement with respect to such transfer, such
transferee shall become a "Holder" under this Agreement. The Company hereby
agrees to grant to any such new Holder the registration rights granted to the
other Holders as provided in the form of the Registration Rights Agreement
attached hereto.
9. LEGENDS. Certificates evidencing Capital Stock shall contain
-------
substantially the restrictive legends set forth on EXHIBIT A attached hereto for
---------
so long as this Agreement is in effect or any restrictions on transfer apply.
10. WITHHOLDING. The Company, to the extent required by law, may withhold
-----------
and pay over, or otherwise pay, any withholding or other taxes, and any
penalties and/or interest associated with such withholding or other taxes,
payable by the Company with respect to any Holder as a result of such Holder's
participation in the Company.
11. JUNIOR PREFERRED. Upon the unanimous consent of the Board of
----------------
Directors, the Company may issue a series of Junior Preferred Stock which is
subordinate to the Senior Preferred Stock and senior to the Common Stock. Such
Junior Preferred Stock shall contain a liquidation preference of $1,000 per
share and shall be redeemable by the Company at any time for an amount equal to
said liquidation preference. Upon the unanimous consent of the Board of
Directors, the Company may issue to each Holder of Class A Common one share of
Junior Preferred Stock in exchange for each share of Class A Common held by such
Holder and such Holder shall hereunder agree to such exchange upon issue of said
Junior Preferred Stock provided that issues of Junior Preferred Stock must be
made subject to the rights of the parties under the Registration Rights
Agreement, to all Holders of Class A Common on a pro rata basis and no more than
ninety percent (90%) of the Class A Common may be exchanged for Junior Preferred
Stock.
-28-
12. GENERAL PROVISIONS.
------------------
(a) Addresses and Notices:
---------------------
(i) The address of each Holder for all purposes under this Agreement
shall be the address set forth for such Holder on Schedule 1 or Schedule 2
(as applicable). The address of the Company for all purposes under this
Agreement is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, or such other
address of which the Holders have received ten (10) days prior written
notice.
(ii) Any notices, demand, request or report required or permitted to
be given by or made to the Company or any Holder under this Agreement shall
be in writing and shall be deemed given or made (A) when delivered in
person, (B) one day after being sent by overnight delivery service or (C)
three (3) business days after the date of mailing when sent by United States
registered or certified mail to the address referenced in Section 12(a)(i)
above.
(b) Titles and Captions. All section titles and captions in this Agreement
-------------------
are for convenience only, shall not be deemed part of this Agreement, and in no
way shall define, limit, extend, or describe the scope or intent of any
provisions hereof. Except as specifically provided otherwise, references to
"Sections" are to Sections of this Agreement.
(c) Pronouns and Plurals. Whenever the context may require, any pronoun
--------------------
used in this Agreement shall include the corresponding masculine, feminine, or
neuter forms, and the singular form of nouns, pronouns, and verbs shall include
the plural and vice versa.
(d) Further Action. The parties shall execute all documents, provide all
--------------
information, and take or refrain from taking all actions as may be necessary or
appropriate to achieve the purposes of this Agreement.
(e) Binding Effect. This Agreement shall be binding upon and inure to the
--------------
benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns. The Company shall not
be entitled to assign any of its rights or transfer any of its obligations under
this Agreement without first obtaining the written consent of all Holders.
(f) Final Agreement. This Agreement and the other written agreements
---------------
executed contemporaneously with this Agreement represent the final agreement
between the parties and supersede and may not be contradicted by evidence of
prior, contemporaneous or subsequent oral agreements of the parties. There are
no unwritten oral agreements between the parties.
-29-
(g) Creditors. None of the provisions of this Agreement shall be for the
---------
benefit of or enforceable by any creditors of the Company, except as otherwise
expressly provided herein.
(h) Waiver. No failure by any party to insist upon the strict performance
------
of any covenant, duty, agreement, or condition of this Agreement or to exercise
any right or remedy consequent upon a breach thereof shall constitute waiver of
any such breach or any other covenant, duty, agreement, or condition. No single
or partial exercise of any power or right shall preclude any other or further
exercise thereof or the exercise of any other power or right. No waiver by a
party of any right hereunder or of any default by another shall be binding upon
such party unless in writing.
(i) Counterparts. This Agreement may be executed in counterparts, all of
------------
which together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the
same counterpart.
(j) APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
--------------
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW.
(k) Invalidity of Provisions. If any provision of this Agreement is
------------------------
declared or found to be illegal, unenforceable, or void, in whole or in part,
then the parties shall be relieved of all obligations arising under such
provision, but only to the extent that it is illegal, unenforceable, or void, it
being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to make it
legal and enforceable while preserving its intent or, if that is not possible,
by substituting therefor another provision that is legal and enforceable and
achieves the same objectives.
(l) Specific Performance. The Holders and the Company recognize that the
--------------------
obligations imposed on them under this Agreement are special, unique and of
extraordinary character, and that in the event of breach by any party, damages
will be an insufficient remedy; consequently, it is agreed that the Holders and
the Company may have specific performance (in addition to damages) as a remedy
for the enforcement hereof, without proving damages.
(m) Mandatory Arbitration. Any controversy or claim between or among the
---------------------
parties hereto, including but not limited to those arising out of or relating to
this Agreement, shall be determined by binding arbitration in accordance with
the Federal Arbitration Act (or, if not applicable, the applicable Delaware
law), the rules of practice and procedure for the arbitration of commercial
disputes of the American Arbitration Association
-30-
("A.A.A."), and the "Special Rules" set forth below. In the event of any
inconsistency, the Special Rules shall control. Judgment upon any arbitration
award may be entered in any court having jurisdiction. Any party to this
Agreement may bring an action, including a summary or expedited proceeding, to
compel arbitration of any controversy or claim to which this Agreement applies
in any court having jurisdiction over such action.
(i) Special Rules. The arbitration shall be conducted in the Borough
-------------
of Manhattan, New York, New York and administered by A.A.A., who will
appoint an arbitrator. All arbitration hearings will be commenced within
ninety (90) days of the demand for arbitration. Further, the arbitrator
shall only, upon a showing of cause, be permitted to extend the commencement
of such hearing for an additional sixty (60) days.
IN WITNESS WHEREOF, the parties hereto have executed a counterpart signature
page of this Agreement as of the date first above written.
-31-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
▇▇▇▇▇▇ HOLDINGS, INC.
---------------------
(name of entity)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
-32-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
---------------------------
Name:
-------------------------
Title:
------------------------
Partnership:
------------------------------
(name of partnership)
By:
---------------------------
(name of general partner)
By:
---------------------------
Name:
-------------------------
Title:
------------------------
Individual:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-33-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 19, 1996 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
(Name)
-34-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.*
*If married, spouse should also sign the Spousal Consent on the next page.
-35-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 19, 1996 /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
(Name)
-36-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
---------------------------
Name:
-------------------------
Title:
------------------------
Partnership:
------------------------------
(name of partnership)
By:
---------------------------
(name of general partner)
By:
---------------------------
Name:
-------------------------
Title:
------------------------
Individual:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-37-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 19, 1996 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
(Name)
-38-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
CIBC WOOD GUNDY VENTURES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director, Secretary
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
-----------------------------
Name:*
*If married, spouse should also sign the Spousal Consent on the next page.
-39-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:__________________________
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-40-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 18, 1996 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
(Name)
-41-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
*If married, spouse should also sign the Spousal Consent on the next page.
-42-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
(Name)
-43-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.*
*If married, spouse should also sign the Spousal Consent on the next page.
-44-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 17, 1996 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
(Name)
-45-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-46-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 18, 1996 /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------
(Name)
-47-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Name: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-48-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 15, 1996 /s/ GAY ▇. ▇▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
Gay ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
(Name)
-49-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-50-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 17, 1996 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
(Name)
-51-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-52-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
(Name)
-53-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-54-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
(Name)
-55-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-56-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 15, 1996 /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ -----------------------------------
(Date) (Signature)
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
(Name)
-57-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-------------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
---------------------------------------
(name of partnership)
By:
------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-58-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 17, 1996 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ -----------------------------------
(Date) (Signature)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
(Name)
-59-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
---------------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
--------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. Ursos*
*If married, spouse should also sign the Spousal Consent on the next page.
-60-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 17, 1996 /s/ ▇▇▇▇ ▇. ▇▇▇▇
--------------------------------- --------------------------------
(Date) (Signature)
▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
(Name)
-61-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
---------------------------------------
(name of partnership)
By:
------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-62-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 17, 1996 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
(Name)
-63-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
ONYX ▇▇▇▇▇▇ PARTNERS, L.P.
---------------------------------------
(name of partnership)
By: Onyx Partners, Inc.
------------------------------------
(name of general partner)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Individual:
---------------------------------------
Name: *
---------------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
-64-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
--------------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
SACHS INVESTMENT PARTNERS
--------------------------------------
(name of partnership)
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
(name of general partner)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: General Partner
Individual:
---------------------------------------
Name: *
----------------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
-65-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
REGENT CAPTIAL EQUITY PARTNERS, L.P.
--------------------------------------
(name of entity)
By: Regent Capital Partners, L.P.,
as general partner
By: Regent Capital Holdings, Inc.,
as general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
Partnership:
--------------------------------------
(name of partnership)
By:
-----------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
---------------------------------------
Name:
----------------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
Partnership:
-66-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ AS TRUSTEES FOR THE
-----------------------------------------
▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ FAMILY TRUST DTD 12/17/86
-----------------------------------------------
(name of entity)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
Partnership:
---------------------------------------
(name of partnership)
By:
------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
---------------------------------------
Name: *
-----------------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
Partnership:
-67-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
--------------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
---------------------------------------
(name of partnership)
By:
------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-68-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 19, 1996 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------ -----------------------------------
(Date) (Signature)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
(Name)
-69-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
---------------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
MAISS FAMILY PARTNERSHIP, L.P.
---------------------------------------
(name of partnership)
By: ▇▇▇▇ ▇▇▇▇▇
------------------------------------
(name of general partner)
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: General Partner
Individual:
---------------------------------------
Name: *
----------------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
-70-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
---------------------------------------
(name of partnership)
By:
------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
/s/ NOBATAKA MUTAGUCHI
---------------------------------------
Name: Nobataka Mutaguchi*
*If married, spouse should also sign the Spousal Consent on the next page.
-71-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
---------------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
---------------------------------------
(name of partnership)
By:
-----------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
/s/ SADAFUMI TAKAKUBO
---------------------------------------
Name: Sadafumi Takakubo*
*If married, spouse should also sign the Spousal Consent on the next page.
-72-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
---------------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
---------------------------------------
(name of partnership)
By:
------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
/s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-73-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
CAPITAL ALLIANCE CORPORATION
---------------------------------------
(name of entity)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Partnership:
---------------------------------------
(name of partnership)
By:
------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
---------------------------------------
Name: *
----------------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
-74-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
--------------------------------------
(name of entity)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Partnership:
---------------------------------------
(name of partnership)
By:
------------------------------------
(name of general partner)
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Individual:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
-75-
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 13, 1996 /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------- --------------------------------
(Date) (Signature)
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
(Name)
-76-
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
▇▇▇▇▇▇▇▇ CAPITAL GROUP
-----------------------------
(name of partnership)
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
(name of general partner)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Partner
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
77
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
▇▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ REVOCABLE TRUST
------------------------------
DATED 12/15/95
--------------
(name of entity)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, TRUSTEE
---------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Trustee
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
78
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
TARRAGONA FUND, INC.
--------------------
(name of entity)
By: /s/ ▇.▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
Partnership:
-----------------------------
(name of partnership)
By:__________________________
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
79
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
BONNINGTON CORPORATION
-----------------------------
(name of entity)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
80
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
81
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 14, 1996 /s/ ▇▇▇ ▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
(Name)
82
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
83
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 14, 1996 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
(Name)
84
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
▇▇▇▇ INVESTMENTS LLP
----------------------------
(name of partnership)
By: ▇▇▇▇▇ ▇▇▇▇
---------------------------
(name of general partner)
By: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: President
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
85
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
FIELD TELECOMMS PROFIT SHARING PLAN
-----------------------------------
(name of entity)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President/Trustee
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
86
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-----------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.*
*If married, spouse should also sign the Spousal Consent on the next page.
87
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
88
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------
(Name)
89
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
90
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
91
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
THE ▇▇▇▇▇▇ FAMILY TRUST DATED 10/13/92
--------------------------------------
(name of entity)
By: /s/ ▇▇▇ ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Trustee
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
92
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D.
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D.*
*If married, spouse should also sign the Spousal Consent on the next page.
93
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 17, 1996 /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
(Name)
94
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
------------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
95
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
96
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
(Name)
97
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
-------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
98
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 18, 1996 /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------------
(Name)
99
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 16, 1996 /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------
(Name)
100
SIGNATURES TO SHAREHOLDER
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INTERVIVOS TRUST DATED 7/6/91
----------------------------------------------
(name of entity)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trustee
Partnership:
----------------------------
(name of partnership)
By:
-------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
-----------------------------
Name: *
------------------------
*If married, spouse should also sign the Spousal Consent on the next page.
101
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.*
*If married, spouse should also sign the Spousal Consent on the next page.
102
SIGNATURES TO SHAREHOLDERS AGREEMENT
The undersigned hereby executes this counterpart signature page of the
Shareholders Agreement, dated as of ______________, among ▇▇▇▇▇▇ Holdings, Inc.
and the Holders identified therein.
Corporation or Trust:
-----------------------------
(name of entity)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Partnership:
-----------------------------
(name of partnership)
By:
--------------------------
(name of general partner)
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Individual:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇*
*If married, spouse should also sign the Spousal Consent on the next page.
103
SPOUSAL CONSENT
I acknowledge that I have read the foregoing Shareholders Agreement of
▇▇▇▇▇▇ Holdings, Inc., that I know its contents, that I consent thereto and that
I agree to be bound by its terms and become a party thereto. I am aware that by
its provisions, among other things, my spouse is required to sell his/her
Capital Stock in ▇▇▇▇▇▇ Holdings, Inc., including my community property or other
interest therein (if any), upon his/her death and upon certain other events and
that the transfer of such Capital Stock is otherwise restricted and that I or my
spouse's estate may be required thereunder to sell such shares of Capital Stock.
I am also aware of the rights granted to my spouse and the other parties to the
Agreement to purchase any Capital Stock of ▇▇▇▇▇▇ Holdings, Inc. that I may
acquire by virtue of an Involuntary Transfer (as defined in the Agreement),
including without limitation any Capital Stock that may be awarded or
distributed to me in any dissolution, divorce, legal separation or other similar
proceeding.
December 16, 1996 /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- -----------------------------------------
(Date) (Signature)
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
(Name)
104
EXHIBIT A
To Shareholders Agreement
Form of Legend
--------------
THE TRANSFER AND VOTING OF ANY SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
RESTRICTED BY THE TERMS OF A SHAREHOLDERS AGREEMENT AMONG ▇▇▇▇▇▇ HOLDINGS, INC.
(THE "COMPANY") AND ITS SHAREHOLDERS AND WARRANT HOLDERS, A COPY OF WHICH MAY BE
INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE APPLICABLE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF
SUCH ACT AND THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
THE COMPANY WILL FURNISH TO ANY SHAREHOLDER OR WARRANT HOLDER UPON REQUEST AND
WITHOUT CHARGE A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR SPECIAL RIGHTS OF THE SHARES OF EACH CLASS AND OF
EACH SERIES OF STOCK AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS, SO FAR AS THE SAME HAVE BEEN FIXED, AND THE AUTHORITY
OF THE BOARD OF DIRECTORS TO ESTABLISH OTHER SERIES AND TO FIX THE RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF ANY CLASS OR SERIES BY
AMENDMENT OF THE CERTIFICATE OF INCORPORATION.
-109-
EXHIBIT B
To Shareholders Agreement
REGISTRATION RIGHTS AGREEMENT
The Registration Rights Agreement is not attached hereto.
It is produced as a separate material document.
-110-
