FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT
This First Amendment, dated as of January 30, 2003, to Stockholders'
Agreement, dated as of January 14, 2003, by and among ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇") and, severally and not jointly, each of the Stockholders listed on
Schedule I thereto of ▇.▇. ▇▇▇▇▇▇▇▇ & CO., INC., a New Jersey corporation (the
"Company").
Recitals
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A. As of January 14, 2003, the parties executed a Stockholders'
Agreement (the "Agreement").
B. The parties now desire to amend the Agreement to make the Agreement
consistent with a change made to the compensation to be received by Leighton
from the Company
Agreement
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In consideration of the agreements contained herein, the parties hereto
hereby agree as follows:
Section 1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Agreement.
Section 2. Amendment.
(a) Section 1(a) of the Agreement is amended by deleting the
words "and the issuance of options to purchase 375,000 shares of Common
Stock to Leighton."
Section 3. Effect of Amendment. Except as expressly stated herein,
the Agreement is and shall be unchanged and remain in full force and effect.
Except as specifically stated herein, the execution and delivery of this
Amendment shall in no way release, harm or diminish, impair, reduce or otherwise
affect, the respective obligations and liabilities under the Agreement, all of
which shall continue in full force and effect.
Section 4. Miscellaneous. This Amendment is a contract made under and
shall be construed in accordance with and governed by the laws of the state of
New Jersey. This Amendment shall benefit and bind the parties hereto and their
respective assigns, successors and legal representatives. This Amendment may be
executed in two or more counterparts, and it shall not be necessary that the
signatures of all parties hereto be contained on any one counterpart hereof;
each counterpart shall be deemed an original, but all of which together shall
constitute one and the same instrument. All titles or headings to the sections
or other divisions of this Amendment are only for the convenience of the parties
and shall not be construed to have any effect or meaning with respect to the
other content of such sections, subsections or the divisions, such other content
being controlling as to the agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
STOCKHOLDERS
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
TRUST MADE OCTOBER 8, 1993 BY
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ TRUST DATED
DECEMBER 22, 1999
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
