SHAREHOLDER. COMMUNICATIONS ELECTION SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ¨ The Custodian is authorized to release the Fund’s name, address, and share positions. NO x The Custodian is not authorized to release the Fund’s name, address, and share positions.
SHAREHOLDER. SIGNED by)/s/ Xxxxxx X. Xxxxxx duly authorised)Xxxxxx X. Xxxxxx for and on behalf of) SEVEN SEAS CRUISES LTD. ) HOLDING SIGNED by)/s/ Xxxxxx X. Xxxxxx duly authorised)Xxxxxx X. Xxxxxx for and on behalf of) NORWEGIAN CRUISE LINE) HOLDINGS LTD.) LENDERS SIGNED by )/s/ Xxxx-Xxxxx Xxxxxx duly authorised )Xxxx-Xxxxx Xxxxxx for and on behalf of) CRÉDIT AGRICOLE CORPORATE) AND INVESTMENT BANK ) )/s/Xxxxxx Xxxxxxx )Xxxxxx Xxxxxxx SIGNED by)/s/ Xxxxxx Xxxxxxx duly authorised )Xxxxxx Xxxxxxx for and on behalf of) BNP PARIBAS FORTIS) SIGNED by)/s/ Xxxxxx Xxxxxx duly authorised )Xxxxxx Xxxxxx for and on behalf of) HSBC BANK PLC) SIGNED by)/s/ Xxxxx Xxxx duly authorised )Xxxxx Xxxx for and on behalf of) KFW IPEX-BANK GMBH) SIGNED by)/s/ Xxxxxxxxx Xxxxxxx duly authorised )Xxxxxxxxx Xxxxxxx for and on behalf of) CASSA DEPOSITI E PRESTITI S.P.A.) SIGNED by) duly authorised ) for and on behalf of)
SHAREHOLDER s/ Xxxx X. Xxxxxx ------------ ------------------ Xxxx X. Xxxxxx
SHAREHOLDER. Chrixxxxxxx X. XxXxxxxxx Address: 1262 Xxxx Xxxx, Xxxxxx, XX 00000 Facsimile:(610) 000-0000 SHARES HELD OF RECORD: ------------------------------------ SHARES SUBJECT TO OPTIONS AND OTHER RIGHTS: ------------------------------------ ADDITIONAL SECURITIES BENEFICIALLY OWNED: ------------------------------------ Exhibit A FORM OF IRREVOCABLE PROXY The undersigned shareholder of CFM Technologies, Inc., a Commonwealth of Pennsylvania corporation (the "Company"), hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes Brad Xxxxxxx xxx Mattxxx Xxxhnology, Inc., a Delaware corporation ("Parent"), and each of them, the attorneys and proxies of the undersigned with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to (i) all outstanding shares of capital stock of the Company owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy, and (ii) any and all other shares of capital stock of the Company which the undersigned may acquire on or after the date hereof and which are Subject Securities (as defined in the Voting Agreement between the undersigned and Parent of even date herewith). (The shares of the capital stock of the Company referred to in clauses (i) and (ii) of the immediately preceding sentence are collectively referred to as the "Shares.") Upon the execution hereof, all prior proxies given by the undersigned with respect to any of the Shares are hereby revoked, and the undersigned agrees that no subsequent proxies will be given with respect to any of the Shares. This proxy is irrevocable, is coupled with an interest and is granted in connection with the Voting Agreement, dated as of the date hereof, between Parent and the undersigned (the "Voting Agreement"), and is granted in consideration of Parent entering into the Agreement and Plan of Merger, dated as of the date hereof, among Parent, M2C Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the "Merger Agreement"). The attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Shares at any time until the earlier to occur of the valid termination of the Merger Agreement or the effective time of the merger contemplated thereby (the "Merger") at any meeting of the shareholders of the Company, however called, or in connection with any solicitation of written consents ...
SHAREHOLDER. The term “Shareholder” shall mean any current or future shareholder of the Practice.
SHAREHOLDER. COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule, as applicable, to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule, as applicable, prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES ☐ The Custodian is authorized to release the Fund’s name, address, and share positions. NO ☒ The Custodian is not authorized to release the Fund’s name, address, and share positions. SIGNATURE PAGE
SHAREHOLDER hereby represents and warrants that Shareholder owns of record and beneficially (as defined in Rule 13d-3 under the Exchange Act), good and valid title to all of the shares of the capital stock of Sun, and options to acquire shares of capital stock of Sun, shown on Exhibit A attached hereto, free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests, voting trusts or agreements, or impositions, except as otherwise disclosed on Exhibit A, and such shares represent all of the shares, or rights to acquire shares, of capital stock of Sun owned by Shareholder. For purposes hereof, the shares of capital stock of Sun and the options to acquire shares of capital stock of Sun set forth on Exhibit A attached hereto, and any such shares and options hereafter acquired by Shareholder, shall be referred to herein as the "Stock." It is understood and agreed that the term "Stock" shall not include any securities owned by Shareholder as a trustee or fiduciary of a trust or account of which they are not the principal beneficiary, and that this Agreement is not in any way intended to affect the exercise by the Shareholder of Shareholder's fiduciary responsibility with respect to any such securities.
SHAREHOLDER. XXXXXXX X. XXXXX CUSTODIAN UNDER CUTMA FOR XXXXXX X. XXXXX By: /s/ Xxxxxxx X. Xxxxx -------------------------------- Print Name: Xxxxxxx X. Xxxxx ------------------------ Title: Custodian/Trustee ----------------------------- INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. COMPANY: PURCHASERS: XXXXXXXX.XXX ABS CAPITAL PARTNERS III, L.P. BY: ABS PARTNERS III, LLC ITS: GENERAL PARTNER By: By: -------------------------------- --------------------------------- Xxxx X. Xxxxx, Xx. Managing Member PURCHASER: -------------------------- By: --------------------------------- Name: ------------------------------- Title: ------------------------------ PRIOR HOLDERS: SHAREHOLDER: XXXXXXX X. XXXXX CUSTODIAN UNDER CUTMA FOR XXXX XXXXXXXX X. XXXXX By: /s/ Xxxxxxx X. Xxxxx -------------------------------- Print Name: Xxxxxxx X. Xxxxx ------------------------ Title: Custodian/Trustee ----------------------------- INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. COMPANY: PURCHASERS: XXXXXXXX.XXX ABS CAPITAL PARTNERS III, L.P. BY: ABS PARTNERS III, LLC ITS: GENERAL PARTNER By: By: -------------------------------- --------------------------------- Xxxx X. Xxxxx, Xx. Managing Member PURCHASER: -------------------------- By: --------------------------------- Name: ------------------------------- Title: ------------------------------ PRIOR HOLDERS:
SHAREHOLDER. By: -------------------------------- Print Name: ------------------------ Title: ----------------------------- INVESTOR RIGHTS AGREEMENT SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. COMPANY: PURCHASERS: XXXXXXXX.XXX ABS CAPITAL PARTNERS III, L. P. BY: ABS PARTNERS III, LLC ITS: GENERAL PARTNER Signature: By: ------------------------- --------------------------------- Xxxx X. Xxx Xxxx X. Xxxxx, Xx. Vice President and Chief Managing Member Financial Officer THE XXXXXXXX LIVING TRUST, U/A/D 1/22/98 By: /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx, Trustee PRIOR HOLDERS:
SHAREHOLDER. [Name of Shareholder] /s/ Xxxxxxx Xxxx ---------------------------------------- Signature ---------------------------------------- Print Name of Signatory ---------------------------------------- Print Title of Signatory if signing on behalf of an Entity First Amendment to Voting Agreement and Irrevocable Proxy The undersigned hereby confirms that it has received and reviewed a copy of the First Amendment to Voting Agreement and Irrevocable Proxy (the "First Amendment") and, by execution hereof, hereby agrees to be bound by the terms of the Agreement as amended by the First Amendment.
