STOCK PURCHASE AGREEMENT
entered into
December 24, 2003
XXXXXX BROS. CO.,
a California corporation
Xxxxxxxxx Xxxxx,
and
Xxx X. Xxxxxx
as trustee
Table of Contents Page
ARTICLE I PURCHASE AND SALE OF SHARES 1
Section 1.1 Sale and Transfer of Shares. 1
Section 1.2 Consideration; Allocation of Purchase Price. 2
Section 1.3 Reimbursement of Expenses. 2
Section 1.4 Proxy. 2
ARTICLE II REPRESENTATIONS AND WARRANTIES OF XXXXXXXXX CROWE2 2
Section 2.1 Power and Authority. 3
Section 2.2 Binding Agreement. 3
Section 2.3 Good Title Conveyed. 3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE 3
Section 3.1 Power and Authority. 3
Section 3.2 Binding Agreement. 3
Section 3.3 Good Title Conveyed. 3
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3
Section 4.1 Organization. 4
Section 4.2 Authorization; Validity of Agreement;
Necessary Action. 4
Section 4.3 Consents and Approvals; No Violations. 4
ARTICLE V INDEMNIFICATION 5
Section 5.1 Indemnification Obligations of the Company. 5
Section 5.2 Notice of Third Party Claims; Defense. 6
Section 5.3 Survival. 7
Section 5.4 Subrogation. 7
Section 5.5 Tax Effect of Indemnification Payments. 7
Section 5.6 Remedies Cumulative. 7
ARTICLE VI MISCELLANEOUS 7
Section 6.1 Fees and Expenses. 7
Section 6.2 Amendment and Modification. 7
Section 6.3 Notices. 8
Section 6.4 Counterparts. 9
Section 6.5 Entire Agreement; Assignment. 9
Section 6.6 Severability. 9
Section 6.7 Governing Law. 10
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is entered
into as of December 24, 2003, by and among Xxxxxx Bros. Co., a California
corporation (the "Company"), Xxxxxxxxx Xxxxx and Xxx X. Xxxxxx, as trustee
("Trustee") for the trusts listed on Schedule I (collectively, the "Trusts")
W I T N E S S E T H
WHEREAS, Xxxxxxxxx Xxxxx is the owner of 203,430 shares of the
common stock of the Company ("Common Stock");
WHEREAS, the Trusts collectively own 240,415 shares of Common
Stock that are held for the benefit of Xxxxxxxxx Xxxxx and her children:
Xxxxxx Xxxxx and Xxxxx Xxxxx and other members of the Xxxxx family
(collectively, the Xxxxx Beneficiaries");
WHEREAS, certain of the Xxxxx Beneficiaries and Trustee are a
party to litigation pending in the Superior Court for the State of
California for the County of Los Angeles (the "Court"), entitled; in the
Matter of the Xxx X. Xxxxxx I Children's Trust, Pursuant to Children's Trust
Agreement, dated October 24, 1957, Case No. BP 079060 (the "Litigation");
WHEREAS, the parties to the Litigation have entered into that
certain Settlement Agreement, dated as of December 23, 2003 (the "Settlement
Agreement") pursuant to which such parties have agreed to settle the
Litigation (the "Settlement") in accordance with the Settlement Agreement and
such Settlement Agreement has been approved by the Court;
WHEREAS, pursuant to the terms of the Settlement Agreement,
and as part of the Settlement, the Company has agreed to purchase all of the
shares of Common Stock owned by Xxxxxxxxx Xxxxx and owned by the Trusts for
the benefit of the Xxxxx beneficiaries (collectively, the "Xxxxx Family
Shares"), and Xxxxxxxxx Xxxxx and the Trustee, on behalf of the Trusts, have
agreed to sell to the Company all the Xxxxx Family Shares, subject to the
terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the foregoing and the
mutual representations, warranties, covenants and agreements set forth
herein, intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
Section 1.1 Sale and Transfer of Shares.
(a) Xxxxxxxxx Xxxxx by the concurrent execution of one or more
stock powers in the form of Exhibit A, and by delivery to the Company of all
related stock certificates, hereby sells, conveys, assigns, transfers and
delivers to the Company all the Xxxxx Family Shares owned by her, free and
clear of any and all liens (including liens for taxes), charges, security
interests, options, claims, mortgages, pledges, proxies, voting trusts or
agreements, obligations, understandings or arrangements or other restrictions
on title or transfer of any nature whatsoever (collectively, "Encumbrances").
(b) Subject to the terms and conditions of this Agreement,
Trustee by the concurrent execution of one or more stock powers in the form
of Exhibit B, in his capacity as Trustee of each Trust, and by delivery to
the Company of all related stock certificates, hereby sells, conveys,
assigns, transfers and delivers to the Company all the Xxxxx Family Shares
owned by the Trusts, free and clear of all Encumbrances.
Section 1.2 Consideration; Allocation of Purchase Price.
In consideration of the aforesaid sale, conveyance,
assignment, transfer and delivery to the Company of the Xxxxx Family Shares,
concurrently with the execution and delivery of this Agreement and the
aforementioned stock powers, and the delivery of the related stock
certificates, the Company shall deliver to Xxxxxxxxx Xxxxx and the Trustee
(on behalf of the Trusts), a total of $110,961,042.95 (One Hundred Ten
Million Nine Hundred Sixty-One Thousand Forty-Two Dollars and Ninety-Five
Cents (the "Purchase Price")). The Purchase Price shall be allocated among
Xxxxxxxxx Xxxxx and the Trusts as set forth in the Settlement Agreement and
shall be delivered by wire transfer or bank transfer of immediately available
funds in accordance with such allocation.
Section 1.3 Reimbursement of Expenses.
Concurrently with the wire transfer of the Purchase Price to
Xxxxxxxxx Xxxxx and the Trustee (on behalf of the Trusts) pursuant to Section
1.2, the Company shall deliver by wire transfer of immediately available
funds $200,207.05 (Two Hundred Thousand Two Hundred Seven Dollars and Five
Cents) to counsel to Xxxxxxxxx Xxxxx in accordance with the wire transfer
instructions described on Schedule II for transaction costs related to this
Agreement and the consummation of the purchase and sale of the Xxxxx Family
Shares as contemplated hereunder.
Section 1.4 Proxy.
If the Company requests in writing, Xxxxxxxxx Xxxxx and the
Trustee shall each execute a proxy card for the annual meeting of the
Company's shareholders voting the Xxxxx Family Shares held by each of them,
respectively, as directed by the Company.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF XXXXXXXXX XXXXX
Xxxxxxxxx Xxxxx represents and warrants to the Company that
the statements contained in this Article II are true and correct.
Section 2.1 Power and Authority.
Xxxxxxxxx Xxxxx has full power and authority to execute and
deliver this Agreement and to consummate the purchase and sale of the Xxxxx
Family shares owned by her.
Section 2.2 Binding Agreement.
This Agreement has been duly executed and delivered by
Xxxxxxxxx Xxxxx and, assuming the due and valid authorization, execution and
delivery hereof by the Trustee and the Company, this Agreement is a valid and
binding obligation of Xxxxxxxxx Xxxxx enforceable against her in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws of
general application affecting enforcement of creditors? rights generally.
Section 2.3 Good Title Conveyed.
The stock certificates, stock powers, endorsements,
assignments and other instruments concurrently executed and delivered by
Xxxxxxxxx Xxxxx to the Company are valid and binding obligations of Xxxxxxxxx
Xxxxx, enforceable in accordance with their respective terms, and will
effectively vest in the Company good, valid and marketable title to the Xxxxx
Family Shares to be transferred to the Company by Xxxxxxxxx Xxxxx pursuant to
and as contemplated by this Agreement, free and clear of all Encumbrances.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE
Xxx X. Xxxxxx, in his capacity as Trustee of the Trusts,
represents and warrants to the Company that the statements contained in this
Article III are true and correct.
Section 3.1 Power and Authority.
The Trustee has full power and authority to execute and
deliver this Agreement on behalf of the Trusts and to consummate the purchase
and sale of the Xxxxx Family shares owned by the Trusts. No other action on
the part of the Trustee or the Trusts is necessary to authorize the execution
and delivery by the Trustee of this Agreement or the consummation of the
purchase and sale of the Xxxxx Family Shares owned by the Trusts to the
Company hereunder.
Section 3.2 Binding Agreement.
This Agreement has been duly executed and delivered by the
Trustee on behalf of the Trusts and, assuming the due and valid
authorization, execution and delivery hereof by Xxxxxxxxx Xxxxx and the
Company, this Agreement is a valid and binding obligation of the Trustee
enforceable against him in his capacity as Trustee in accordance with its
terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws of
general application affecting enforcement of creditors? rights generally.
Section 3.3 Good Title Conveyed.
The stock certificates, stock powers, endorsements,
assignments and other instruments concurrently executed and delivered by the
Trustee on behalf of the Trusts to the Company are valid and binding
obligations of the Trustee, enforceable in accordance with their respective
terms, and will effectively vest in the Company good, valid and marketable
title to the Xxxxx Family Shares to be transferred to the Company by the
Trustee on behalf of the Trusts pursuant to and as contemplated by this
Agreement, free and clear of all Encumbrances.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Xxxxxxxxx Xxxxx and the
Trustee that the statements contained in this Article IV are true and
correct.
Section 4.1 Organization.
The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of State of California.
Section 4.2 Authorization; Validity of Agreement; Necessary Action.
The Company has full power and authority to execute and
deliver this Agreement and to consummate the purchase and sale of the Xxxxx
Family Shares contemplated hereunder. The execution, delivery and
performance by the Company of this Agreement and the consummation of the
purchase and sale of the Xxxxx Family Shares contemplated hereunder have been
duly authorized by the board of directors of the Company and no other
corporate action on the part of the Company is necessary to authorize the
execution and delivery by the Company of this Agreement or the purchase and
sale of the Xxxxx Family Shares contemplated hereunder. This Agreement has
been duly executed and delivered by the Company and, assuming due and valid
authorization, execution and delivery hereof by Xxxxxxxxx Xxxxx and the
Trustee, this Agreement is a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other similar laws of general application affecting
enforcement of creditors? rights generally.
Section 4.3 Consents and Approvals; No Violations.
None of the execution, delivery or performance of this
Agreement by the Company, the consummation by the Company of the purchase and
sale of the Xxxxx Family Shares contemplated hereunder or compliance by the
Company with any of the provisions hereof will (i) conflict with or result in
any breach of any provision of the articles of incorporation, bylaws or other
organizational documents of the Company, (ii) require any filing with, or
permit, authorization, consent or approval of, any governmental entity,
(iii) require any consent, approval or notice under, or result in a violation
or breach of, or constitute (with or without due notice or the passage of
time or both) a default (or give rise to any right of termination, amendment,
cancellation or acceleration) under, any of the terms, conditions or
provisions of any agreement to which the Company is a party or by which its
assets or properties are bound, or (iv) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to the Company or any of its
assets or properties, including, without limitation, Sections 500 and 501 of
the California Corporations Code and all applicable federal and state
securities laws..
ARTICLE V
INDEMNIFICATION
Section 5.1 Indemnification Obligations of the Company.
The Company shall indemnify, defend and hold harmless
Xxxxxxxxx Xxxxx and the other Xxxxx Beneficiaries, the Trustee (in his
capacity as such) and the Trusts, and all their respective successors,
assigns and attorneys (collectively, the "Indemnified Persons") from and
against and in respect of any and all actual losses, liabilities, damages,
judgments, settlements and expenses (including interest and penalties
recovered by a third party with respect thereto and reasonable attorneys'
fees and expenses and reasonable accountants' fees and expenses incurred in
the investigation, negotiation or defense of any of the same, whether or not
suit is brought, or in asserting, preserving or enforcing any of the rights
of the Indemnified Persons arising under Article V) (collectively, "Damages")
incurred by any of the Indemnified Persons that arise out of or relate to the
purchase and sale of the Xxxxx Family Shares pursuant to this Agreement, the
Settlement Agreement or any of the transactions contemplated by the
Settlement Agreement. If such indemnification is for any reason not
available or insufficient to hold an Indemnified Person harmless, the Company
agrees to contribute to the Damages involved in such proportion as is
appropriate to reflect the relative benefits received (or anticipated to be
received) by the Company, on the one hand, and by the Indemnified Person, on
the other hand, with respect to the purchase and sale of the Xxxxx Family
Shares contemplated hereunder or, if such allocation is determined by a court
or arbitral tribunal to be unavailable, in such proportion as is appropriate
to reflect other equitable considerations such as the relative fault of the
Company on the one hand and of the Indemnified Person on the other hand. For
purposes of determining such relative benefits, the parties agree that the
Company derived substantial benefit by the purchase of the Xxxxx Family
Shares at a price per share significantly below the last trading price for
shares of Company common stock. Notwithstanding the foregoing, the Company
shall not be liable to indemnify any Indemnified Person for (x) any Damages
resulting from any breach of a representation, warranty or covenant of such
Indemnified Person contained in this Agreement, the Settlement Agreement or
any other agreement executed in connection with the Settlement, (y) any
violation of law by an Indemnified Person, except where such violation of law
results from a breach by the Company of any of its representations or
warranties or (z) any taxes, charges, fees, duties, levies, penalties or
other assessments imposed by any federal, state, local or foreign
governmental authority and any interest, penalties or additions attributable
thereto or attributable to any failure to comply with any requirement
regarding tax returns.
Section 5.2 Notice of Third Party Claims; Defense.
An Indemnified Person under this Article V shall give the
Company prompt notice of any third party claim that may give rise to any
indemnification obligation under this Article V, together with the estimated
amount of such claim, and the Company shall have the right to assume the
defense (at the Company's expense) of any such claim through counsel selected
by the Company, subject to the approval of the Indemnified Person, which
shall not be unreasonably withheld (and in this regard Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP is hereby approved by the Indemnified Persons) by so
notifying such Indemnified Person within 30 days of the first receipt by the
Company of such notice from such Indemnified Person. Failure to give such
notice shall not affect the indemnification obligations hereunder in the
absence of actual and material prejudice. If, under applicable standards of
professional conduct, a conflict with respect to any significant issue
between any Indemnified Person and the Company exists in respect of such
third party claim, the Company shall pay the reasonable fees and expenses of
one additional counsel to represent the Xxxxxxxxx Xxxxx and the other Xxxxx
Family Beneficiaries, and one additional counsel to represent the Trustee and
members of the Xxxxxx family, as may be required to be retained in order to
eliminate such conflict, and upon request of the Indemnified Person, shall
advance such expenses. The Company shall be liable for the fees and expenses
of counsel employed by the Indemnified Person for any period during which the
Company has not assumed the defense of any such third party claim (other than
during any period in which the Indemnified Person will have failed to give
notice of the third party claim as provided above). If the Company assumes
such defense, the Indemnified Person shall have the right to participate in
the defense thereof and to employ counsel, at its own expense, separate from
the counsel employed by the Company, it being understood that the Company
shall control such defense. If the Company chooses to defend any third party
claim, the Indemnified Person shall cooperate in the defense thereof. If the
Company chooses to defend any third party claim, the Indemnified Person shall
agree to any settlement, compromise or discharge of such third party claim
that the Company may recommend and that by its terms discharges the
Indemnified Person from the full amount of liability in connection with such
third party claim, and the Indemnified Person shall not be required to agree
to the entry of any judgment or enter into any settlement that (i) provides
for injunctive or other non-monetary relief affecting the Indemnified Person
or (ii) does not include as an unconditional term thereof, the giving of a
release from all liability with respect to such claim by each claimant or
plaintiff to each Indemnified Person that is the subject of such third party
claim. The Indemnified Person shall not enter into any settlement of a third
party claim for which the Company is liable for indemnification without the
written consent of the Company, which consent shall not be unreasonably
withheld.
Section 5.3 Survival.
The indemnification and contribution obligations of the
parties set forth in this Article V and the covenants, representations and
warranties of the parties contained in this Agreement or in any schedule,
instrument or other document delivered pursuant to this Agreement shall
survive the consummation by the Company of the purchase and sale of the Xxxxx
Family Shares contemplated hereunder.
Section 5.4 Subrogation.
The Company shall be subrogated to the Indemnified Person?s
rights of recovery to the extent of any losses satisfied by the Company.
Xxxxxxxxx Xxxxx and the Trustee, as applicable, shall execute and deliver
such instruments and papers as are requested to assign such rights and assist
in the exercise thereof.
Section 5.5 Tax Effect of Indemnification Payments.
All indemnity payments made by the Company to the Indemnified
Persons pursuant to this Agreement shall be treated for all tax purposes as
adjustments to the consideration paid with respect to the Xxxxx Family
Shares.
Section 5.6 Remedies Cumulative.
Subject to the limitations and qualifications set forth in
this Article V, the remedies provided herein shall be cumulative and shall
not preclude the assertion by the parties hereto of any other rights or the
seeking of any other remedies, whether at law or in equity, against the other
parties, or their respective successors or assigns.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Fees and Expenses.
Except for the reimbursement of expenses described in Section
1.3, all costs and expenses incurred in connection with this Agreement and
the consummation of the purchase and sale of the Xxxxx Family Shares
contemplated hereunder shall be paid by the party incurring such expenses,
except that all transfer taxes, if any, shall be borne and paid by Xxxxxxxxx
Xxxxx and the Trustee (in his capacity as such).
Section 6.2 Amendment and Modification.
This Agreement may be amended, modified and supplemented in
any and all respects, but only by a written instrument signed by all of the
parties hereto expressly stating that such instrument is intended to amend,
modify or supplement this Agreement.
Section 6.3 Notices.
Unless otherwise provided herein, all notices, demands,
requests, claims and other communications hereunder shall be in writing and
may be given by any of the following methods: (a) personal delivery;
(b) facsimile transmission; (c) registered or certified mail, postage
prepaid, return receipt requested; or (d) internationally recognized
overnight courier service. Such notices and communications shall be sent to
the appropriate party at its address or facsimile number given below or at
such other address or facsimile number for such as shall be specified by
notice given hereunder (and shall be deemed given upon receipt by such party
or upon actual delivery to the appropriate address, or, in case of a
facsimile transmission, upon transmission thereof by the sender and issuance
by the transmitting machine of a confirmation slip that the number of pages
constituting the notice have been transmitted without error; in the case of
notices sent by facsimile transmission, the sender shall contemporaneously
mail a copy of the notice to the addressee at the address provided for above,
provided however, that such mailing shall in no way alter the time at which
the facsimile notice is deemed received):
if to Xxxxxxxxx Xxxxx, to:
Name: Xxxxxxxxx Xxxxx
Address: 0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
with a copy (which shall not constitute notice) to:
Name: Xxxxxx X. Xxxxx, Esq.
Address: Loeb & Loeb LLP
00000 Xxxxx Xxxxxx Xxxx., Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax No.: 000-000-0000
if to the Trustee, to:
Name: Xxx X. Xxxxxx, Trustee
Address: 0000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
with a copy (which shall not constitute notice) to:
Name: Xxxxxxx Xxxxxx, Esq.
Oldman Xxxxxx et al LLP
Address: 00000 Xxxxxxx Xxxx, XX#X
Xxxxxx, Xxxxxxxxxx 00000-0000
Fax No.: (000) 000-0000
if to the Company, to:
Name: Xxxxxx Bros. Co.
Address: 00000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx
Fax No.: (000) 000-0000
with a copy (which shall not constitute notice) to:
Name: Xxxxxx Xxxxxx, Esq.
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Address: 000 X. Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Fax No.: (000) 000-0000
Section 6.4 Counterparts.
This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when two or more counterparts have been signed by each of the
parties and delivered to the other parties.
Section 6.5 Entire Agreement; Assignment.
This Agreement (including the Exhibits and Schedules attached
hereto) together with the Settlement Agreement and the other agreements
contemplated by the Settlement Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.
This Agreement shall not be assigned by any party, except that
the Company may assign its rights hereunder to an affiliate, provided that no
such assignment by the Company shall relieve the Company of any of its
obligations hereunder.
Section 6.6 Severability.
Any term or provision of this Agreement that is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any
other situation or in any other jurisdiction. If the final judgment of a
court of competent jurisdiction or other authority declares that any term or
provision hereof is invalid, void or unenforceable, the parties agree that
the court making such determination shall have the power to reduce the scope,
duration, area or applicability of the term or provision, to delete specific
words or phrases, or to replace any invalid, void or unenforceable term or
provision with a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable
term or provision.
Section 6.7 Governing Law.
THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY
AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed by their respective
officers
thereunto duly authorized as of the date first written above.
/s/ Xxxxxxxxx Xxxxx
__________________________________________
Xxxxxxxxx Xxxxx
/s/ Xxx X. Xxxxxx
__________________________________________
, in his capacity as Trustee of each of the trusts listed on Schedule I
hereto
XXXXXX BROS. CO.
/s/ Xxx X. Xxxxxx
By: __________________________________________
Xxx X. Xxxxxx
Chief Executive Officer
EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer to _________________________________________________________
203,430 shares of Common Stock of XXXXXX BROS. CO., a California corporation,
represented by certificate number(s) _____________ standing in the name of
the undersigned on the books of said corporation. The undersigned does
hereby irrevocably constitute and appoint attorney
to transfer the shares of said corporation, with full power of substitution
in the premises.
Dated: December___, 2003.
________________________
Xxxxxxxxx Xxxxx
EXHIBIT B
FOR VALUE RECEIVED, the undersigned does hereby sell, assign
and transfer to ___________________________________________________________
______ shares of Common Stock of XXXXXX BROS. CO., a California corporation,
represented by certificate number(s) _____________ standing in the name of
the undersigned on the books of said corporation. The undersigned does
hereby irrevocably constitute and appoint attorney
to transfer the shares of said corporation, with full power of substitution
in the premises.
Dated: December___, 2003.
________________________
Xxx X. Xxxxxx, in his
capacity as Trustee of
_________________
SCHEDULE I
NAME OF TRUST/BENEFICIARY TRUSTEE TAX ID NO. NUMBER OF SHARES
CHILDREN?S TRUST B, October 24, 1957 Xxx X. Xxxxxx 146,365
Beneficiaries: Xxxxx Children
XXXXXXXXX X. XXXXXX TRUST,
December 21, 1964 Xxx X. Xxxxxx 32,175 Beneficiary: Xxxxx Xxxxx
XXXXXXXXX X. XXXXXX TRUST,
December 21, 1964 Xxx X. Xxxxxx 32,175 Beneficiary: Xxxxxx Xxxxx
XXXXXXXXX X. XXXXXX TRUST, August 4, 1969 Xxx X. Xxxxxx 7500 Beneficiary:
Xxxxx Xxxxx
XXXXXXXXX X. XXXXXX TRUST, August 4, 1969 Xxx X. Xxxxxx 7500 Beneficiary:
Xxxxxx Xxxxx
XXXXXXXXX X. XXXXXX TRUST,
August 4, 1969 Xxx X. Xxxxxx 7500 Beneficiary: Xxxxxxxxx Xxxxx
XXXXXXXXX X. XXXXXX TRUST
May 3, 1972 Xxx X. Xxxxxx 2400 Beneficiary: Xxxxx Xxxxx
XXXXXXXXX XXXXXX TRUST
MAY 3, 1972 Xxx X. Xxxxxx 2400 Beneficiary: Xxxxxxxxx Xxxxx
XXXXXXXXX XXXXXX TRUST
May 3, 1972, as succeeded by Declaration of Trust, dated March 12, 1995
Xxx X. Xxxxxx 2400 Beneficiary: Xxxxxx Xxxxx:
TOTAL 240,415
SCHEDULE II
Wire Transfer Instructions:
City National Bank
000 Xxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
ABA# 000000000
Beneficiary: Loeb & Loeb LLP General Account
Acct#XXX-XXXXX2
