EXHIBIT 2
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of July 10, 2001 (this
"Agreement"), among ▇▇▇▇▇▇▇▇▇▇▇ ACQUISITION CORP., a Delaware corporation (the
"Parent"), ▇▇▇▇▇▇ ACQUISITION CORP., a Delaware corporation and wholly owned
subsidiary of the Parent (the "Merger Sub"), and each of the other signatories
hereto (each a "Stockholder", and collectively, the "Stockholders").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, concurrently herewith, the Parent, the Merger Sub
and Tremont Advisers, Inc., a Delaware corporation (the "Company"), are entering
into an Agreement and Plan of Merger (as such agreement may hereafter be amended
from time to time, the "Merger Agreement"; capitalized terms used and not
defined herein have the respective meanings ascribed to them in the Merger
Agreement), pursuant to which the Merger Sub will be merged with and into the
Company (the "Merger");
WHEREAS, as an inducement and a condition to entering into
the Merger Agreement, the Parent and the Merger Sub have required that the
Stockholders agree, and the Stockholders have agreed, to enter into this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements contained
herein, the parties hereto intending to be legally bound, hereby agree as
follows:
1. Definitions. For purposes of this Agreement:
"Beneficially Own" or "Beneficial Ownership" with respect
to any securities shall mean having "beneficial ownership" of such securities
(as determined pursuant to Rule 13d-3 under the Exchange Act), including
pursuant to any agreement, arrangement or understanding, whether or not in
writing. Without duplicative counting of the same securities by the same holder,
securities Beneficially Owned by a Person shall include securities Beneficially
Owned by all other Persons with whom such Person would constitute a "group"
within the meaning of Section 13(d)(3) of the Exchange Act.
2. Provisions Concerning Company Common Stock
(a) Each Stockholder hereby agrees that, prior to the
termination of the Merger Agreement in accordance with its terms, at any meeting
(whether annual or special and whether or not an adjourned or postponed meeting)
of the holders of Company Common Stock, however called, or in connection with
any written consent of the holders of Company Common Stock in lieu of a meeting,
such Stockholder shall vote (or cause to be voted) all shares of Company Common
Stock held of record or Beneficially Owned by such Stockholder, whether
heretofore owned or hereafter acquired (collectively, the "Shares"), (i) in
favor of the Merger, the execution and delivery by the Company of the Merger
Agreement, and the approval of the terms thereof and each of the other actions
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contemplated by the Merger Agreement and any actions required in furtherance
thereof; (ii) against any action or agreement that would result in a breach in
any respect of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement; and (iii) except as
otherwise expressly agreed to in writing in advance by the Parent, against: (A)
any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or any of its Subsidiaries or
the Funds (other than the Merger and the transactions contemplated by the Merger
Agreement); (B) a sale, lease or transfer of a material amount of assets of the
Company or any of its Subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or any of its Subsidiaries; (C) any
change in a majority of the persons who constitute the board of directors of the
Company; (D) any change in the present capitalization of the Company or any
amendment of the Company's certificate of incorporation or bylaws; (E) any other
material change in the Company's corporate structure or business; or (F) any
other action involving the Company or any of its Subsidiaries or Funds which is
intended, or could in any manner be expected, to impede, interfere with, delay,
postpone, or adversely affect the Merger and the transactions contemplated by
the Merger Agreement, including, without limitation, any action to approve or
facilitate any Acquisition Proposal. Such Stockholder shall not enter into any
agreement or understanding with any person or entity the effect of which would
be inconsistent with or violative of the provisions and agreements contained in
this Agreement, including without limitation in this Section 2, and shall not,
prior to the termination of the Merger Agreement in accordance with its terms,
elect to convert any Class A Common Stock owned by such Stockholder into Class B
Common Stock.
(b) In furtherance and not in limitation of the foregoing,
each Stockholder hereby grants to, and appoints the Parent and each of ▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in their respective capacities as officers of the
Parent, and any individual who shall hereafter succeed to any such officer of
the Parent, and any other designee of the Parent, each of them individually, its
irrevocable proxy and attorney-in-fact (with full power of substitution) to vote
the Shares as indicated in this Section 2. Each Stockholder understands and
acknowledges that each of the Parent and the Merger Sub is entering into the
Merger Agreement in reliance upon such Stockholder's execution and delivery of
this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set
forth in this Section 2(b) is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of such Stockholder under this Agreement. Each
Stockholder intends this proxy to be irrevocable and coupled with an interest
and will take such further action and execute such other instruments as may be
necessary to effectuate the intent of this proxy. Each Stockholder hereby
affirms that such irrevocable proxy shall survive such Stockholder's death,
incapacity or incompetence. Each Stockholder hereby authorizes all that each
such proxy may lawfully do or cause to be done by virtue hereof. Such
irrevocable proxy is executed and intended to be irrevocable in accordance with
the provisions of Section 212(e) of the Delaware General Corporation Law.
(c) Each Stockholder represents, severally as to itself and
not jointly, that any proxies heretofore given in respect of such Stockholder's
Shares or any other voting securities of the Company are not irrevocable and
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hereby revokes any and all previous proxies with respect to the Shares or any
other voting securities of the Company.
3. Options. In order to induce the Parent and the Merger
Sub to enter into the Merger Agreement, during the term of this Agreement, each
of the Stockholders, severally as to itself and not jointly, hereby grants to
the Parent an irrevocable option (each, a "Stock Option" and collectively, the
"Stock Options"), exercisable in accordance with the immediately following
sentence, to purchase any or all of such Stockholder's Shares at a purchase
price per Share equal to the Merger Consideration, payable in cash. If the
Merger Agreement is terminated in accordance with its terms, the Stock Options
shall become exercisable with respect to all Stockholders, in whole or in part,
at any time and from time to time from and after such termination, provided,
that the Stock Options cannot be exercised while there exists any preliminary or
final injunction or other order issued by any court or governmental,
administrative or regulatory agency or authority prohibiting the exercise of the
Stock Options or any unexpired waiting period under the HSR Act that has not
been terminated. In the event that the Parent wishes to exercise the Stock
Options, the Parent shall send a written notice (the "Notice") to the
Stockholders identifying the place and date (not less than two Business Days
from the date of the Notice) for the closing of such purchase. At such closing,
the Parent shall receive certificates representing the Shares, duly endorsed for
transfer, and shall make payment therefor by wire transfer of immediately
available funds.
4. Other Representations and Warranties of the
Stockholders. Each Stockholder, severally as to itself and not jointly, hereby
represents and warrants to the Parent and the Merger Sub as follows:
(a) Ownership of Shares. Such Stockholder is the record
holder and Beneficially Owns, with good and valid title, the number of Shares of
Class A Common Stock and Class B Common Stock, respectively, set forth opposite
such Stockholder's name on Schedule I hereto. On the date hereof, the number of
Shares set forth opposite such Stockholder's name on Schedule I hereto
constitute all of the Shares owned of record and Beneficially Owned by such
Stockholder. Such Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Section 2 hereof, and sole
power of disposition, sole power of conversion, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the shares of Class A Common
Stock and Class B Common Stock, respectively, set forth opposite such
Stockholder's name on Schedule I hereto, with no limitations, qualifications or
restrictions on such rights, subject to applicable Securities Laws and the terms
of this Agreement.
(b) Power; Binding Agreement. Such Stockholder has the
legal capacity (if such Stockholder is a natural person), power and authority to
enter into and perform all of such Stockholder's obligations under this
Agreement. The execution, delivery and performance of this Agreement by such
Stockholder will not violate any other agreement to which such Stockholder is a
party, including, without limitation, any voting agreement, stockholders
agreement or voting trust. This Agreement has been duly and validly executed and
delivered by such Stockholder and constitutes a valid and binding agreement of
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such Stockholder, enforceable against such Stockholder in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency and other
similar laws of general applicability relating to or effecting creditors' rights
generally and subject as to enforceability to general equitable principles.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which such Stockholder is trustee whose consent is
required for the execution and delivery of this Agreement or the consummation by
such Stockholder of the transactions contemplated hereby. If such Stockholder is
married and such Stockholder's Shares constitute community property, this
Agreement has been duly authorized, executed and delivered by, and constitutes a
valid and binding agreement of, such Stockholder's spouse, enforceable against
such person in accordance with its terms.
(c) No Conflicts. Except as may be set forth in the Merger
Agreement, (i) no filing with, and no permit, authorization, consent or approval
of, any state or federal public body or authority is necessary as a condition
precedent for the execution of this Agreement by such Stockholder and the
consummation by such Stockholder of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by such Stockholder,
the consummation by such Stockholder of the transactions contemplated hereby or
compliance by such Stockholder with any of the provisions hereof shall (A)
result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which such Stockholder is a party or by
which such Stockholder or any of such Stockholder's properties or assets may be
bound, (B) violate any Applicable Law to such Stockholder or any of such
Stockholder's properties or assets, or (C) if such Stockholder is not a natural
person, conflict with or result in a breach of any applicable organizational
documents applicable to such Stockholder.
(d) Sophistication. Such Stockholder acknowledges that such
Stockholder is an informed and sophisticated investor and, together with such
Stockholder's advisors, has undertaken such investigation as they have deemed
necessary, including the review of the Merger Agreement and this Agreement, to
enable such Stockholder to make an informed and intelligent decision with
respect to the Merger Agreement and this Agreement and the transactions
contemplated thereby and hereby. Such Stockholder will not seek rescission or
revocation of this Agreement or seek to withdraw or revoke any vote, irrevocable
proxy or irrevocable instruction delivered by it or on its behalf in connection
therewith.
(e) No Encumbrances. Except as applicable in connection
with the transactions contemplated hereby, such Stockholder's Shares and the
certificates representing such Shares are now, and at all times during the term
hereof will be, held by such Stockholder, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder in favor of the Parent.
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5. Representations and Warranties of the Parent and the
Merger Sub. Each of the Parent and the Merger Sub represents and warrants to the
Stockholders as follows: this Agreement has been approved by the Board of
Directors of each of the Parent and the Merger Sub, representing all necessary
corporate action on the part of each of them; this Agreement has been duly
executed and delivered by a duly authorized officer of each of the Parent and
the Merger Sub; this Agreement constitutes a valid and binding agreement of each
of the Parent and the Merger Sub, enforceable against each of them in accordance
with its terms, except as may be limited by applicable bankruptcy, insolvency
and other similar laws of general applicability relating to or effecting
creditors' rights generally and subject as to enforceability to general
equitable principles.
6. Covenant of Parent. In the event that (i) the Parent
exercises the Stock Options and (ii) after such exercise and during the term of
this Agreement, at any meeting (whether annual or special and whether or not an
adjourned or postponed meeting) of the holders of Company Common Stock, however
called, or in connection with any written consent of the holders of Company
Common Stock in lieu of a meeting, the Parent will vote the shares of the
Company Common Stock acquired by exercise of the Stock Options for or against
any Superior Proposal or any action, proposal, transaction or other matter
related to or arising in connection with such Superior Proposal submitted to a
vote of the stockholders of the Company pro rata in proportion to the
affirmative and negative votes cast by the other stockholders of the Company
voting in connection therewith (excluding abstentions and broker non-votes).
7. No Solicitation. No Stockholder shall, in his or its
capacity as such, directly or indirectly, (i) initiate, solicit, encourage or
knowingly facilitate (including by way of furnishing information or assistance)
or respond to, or take any other action to facilitate, any inquiries or the
making of any proposal by any person or entity (other than the Parent or any
Affiliate of the Parent) with respect to the Company that constitutes an
Acquisition Proposal, or (ii) prior to the termination of the Merger Agreement
in accordance with its terms, agree to approve or endorse any Acquisition
Proposal. If any Stockholder receives any such inquiry or proposal, then such
Stockholder shall promptly inform the Parent of the existence thereof. Each
Stockholder will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing.
8. Restriction on Transfer, Proxies and Non-Interference.
During the term of this Agreement, except as contemplated by this Agreement or
the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer
for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or understanding
with respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of, any or all of such
Stockholder's Shares or any interest therein; provided that following the
termination of the Merger Agreement in accordance with its terms, each
Stockholder may tender Shares in response to a bona fide tender offer that is
supported by the Board of Directors of the Company provided that such
Stockholder has given to the Parent at least five (5) Business Days advance
notice of such Stockholder's intention to tender Shares; (ii) except as
contemplated by this Agreement, grant any proxies or powers of attorney, deposit
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any Shares into a voting trust or enter into or amend a voting agreement with
respect to any Shares; (iii) exercise any right to require the Company to
register any of the Shares under the Securities Laws; or (iv) take any action
that would make any representation or warranty of such Stockholder contained
herein untrue or incorrect or have the effect of preventing or disabling such
Stockholder from performing such Stockholder's obligations under this Agreement.
9. Waiver of Appraisal Rights. Each Stockholder hereby
waives any rights of appraisal or rights to dissent from the Merger that such
Stockholder may have.
10. Reliance by the Parent. Each Stockholder understands
and acknowledges that the Parent is entering into, and causing the Merger Sub to
enter into, the Merger Agreement in reliance upon such Stockholder's execution
and delivery of this Agreement.
11. Stop Transfer. Each Stockholder agrees with, and
covenants to, the Parent that during the term of this Agreement, such
Stockholder shall not request that the Company register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any of
such Stockholder's Shares, unless such transfer is made in compliance with this
Agreement (including the provisions of Section 2 hereof). In the event of a
stock dividend or distribution, or any change in the Company Common Stock by
reason of any stock dividend, split-up, recapitalization, combination, exchange
of shares or the like, the term "Shares" shall be deemed to refer to and include
the Shares as well as all such stock dividends and distributions and any shares
into which or for which any or all of the Shares may be changed or exchanged.
12. Termination. This Agreement shall terminate upon the
earlier of (a) the Effective Time or (b) if (i) the Company terminates the
Merger Agreement pursuant to Section 7.1(g) thereof, (ii) the Parent terminates
the Merger Agreement pursuant to clause (D) of Section 7.1(d) thereof, (iii) the
Parent terminates the Merger Agreement pursuant to Section 7.1(d) (other than
clause (D) thereof) or Section 7.1(f) thereof at any time after an Acquisition
Proposal has been made or (iv) if the Required Company Vote shall not have been
obtained at a meeting of the stockholders of the Company duly called and held
for such purpose in accordance with Section 5.4 of the Merger Agreement and, at
or prior to such meeting (x) one or more Stockholders have breached this
Agreement or (y) an Acquisition Proposal has been made, 12 months after any such
termination; provided, however, that if the Merger Agreement is terminated in
accordance with its terms under any circumstances not mentioned in clause (b) of
this Section 12, this Agreement shall terminate contemporaneously with the
termination of the Merger Agreement.
13. Stockholder Capacity. No person executing this
Agreement who is or becomes during the term hereof a director or officer of the
Company makes any agreement or understanding herein in his or her capacity as
such director or officer. Each Stockholder signs solely in his or her capacity
as the record and beneficial owner of, or the trustee of a trust whose
beneficiaries are the beneficial owners of, such Stockholder's Shares.
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14. Obligations Several. The obligations of each
Stockholder under this Agreement shall be several and not joint. No Stockholder
shall have any liability, duty or obligation arising out of or resulting from
any failure by any other Stockholder (or any Affiliate thereof) to comply with
the terms and conditions of this Agreement.
15. Confidentiality. The Stockholders recognize that
successful consummation of the transactions contemplated by this Agreement may
be dependent upon confidentiality with respect to the matters referred to
herein. In this connection, pending public disclosure thereof, each Stockholder
hereby agrees not to disclose or discuss such matters with anyone not subject to
a duty of confidentiality with respect thereto (including, without limitation,
the Company's directors, executive officers, financial advisors and legal
counsel) without the prior written consent of the Parent, except for filings
required pursuant to the Exchange Act and the rules and regulations thereunder
or disclosures such Stockholder's counsel advises are necessary in order to
fulfill such Stockholder's obligations imposed by law, in which event such
Stockholder shall give notice of such disclosure to the Parent as promptly as
practicable so as to enable the Parent to seek a protective order from a court
of competent jurisdiction with respect thereto.
16. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger
Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof and supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.
(b) Certain Events. Each Stockholder agrees that this
Agreement, including without limitation the proxy granted pursuant to Section 2,
and the obligations hereunder shall attach to such Stockholder's Shares and
shall be binding upon any Person to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including, without
limitation, such Stockholder's heirs, guardians, representatives, administrators
or successors. Notwithstanding any transfer of Shares, the transferor shall
remain liable for the performance of all obligations under this Agreement of the
transferor.
(c) Assignment. This Agreement shall not be assigned
without the prior written consent of the other party, provided that the Parent
may assign, in its sole discretion, its rights and obligations hereunder to any
direct or indirect wholly owned subsidiary of the Parent, but no such assignment
shall relieve the Parent of its obligations hereunder if such assignee does not
perform such obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated, with
respect to any one or more Stockholders, except upon the execution and delivery
of a written agreement executed by the relevant parties hereto; provided that
Schedule I hereto may be supplemented by the Parent by adding the name and other
relevant information concerning any stockholder of the Company who agrees to be
bound by the terms of this Agreement without the agreement of any other party
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hereto, and thereafter such added stockholder shall be treated as a
"Stockholder" for all purposes of this Agreement.
(e) Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall
be deemed to have been duly received if so given) by hand delivery, telegram,
telex or telecopy, or by mail (registered or certified mail, postage prepaid,
return receipt requested) or by any courier service, such as Federal Express,
providing proof of delivery. All communications hereunder shall be delivered to
the respective parties at the following addresses:
If to a Stockholder: At the addresses set forth on
Schedule I hereto
If to the Parent or the Merger Sub:
Oppenhemer Acquisition Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: President
copies to:
▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid under Applicable Law but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any Applicable Law in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
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(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such breach
the aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
(h) Expenses. Each of the Parent, the Merger Sub and each
Stockholder shall bear its own expenses incurred in connection with this
Agreement and the transactions contemplated hereby, except that in the event of
a dispute concerning the terms or enforcement of this Agreement, the prevailing
party in any such dispute shall be entitled to reimbursement of reasonable legal
fees and disbursements from the other party or parties to such dispute.
(i) Further Assurances. From time to time, at the other
party's request and without further consideration, each party hereto shall
execute and deliver such additional documents and take all such further lawful
action as may be necessary or desirable to consummate and make effective, in the
most expeditious manner practicable, the transactions contemplated by this
Agreement.
(j) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(k) No Waiver. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(l) No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity who or which is not a party hereto; provided that the Company is
intended to be a third party beneficiary of Section 6.
(m) Governing Law. This Agreement shall be governed and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.
(n) Jurisdiction. Each party hereby irrevocably submits to
the exclusive jurisdiction of the Court of Chancery in the State of Delaware or
the United States District Court for the Southern District of New York or any
court of the State of New York located in the City of New York in any action,
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suit or proceeding arising in connection with this Agreement, and agrees that
any such action, suit or proceeding shall be brought only in such court (and
waives any objection based on forum non conveniens or any other objection to
venue therein); provided, however, that such consent to jurisdiction is solely
for the purpose referred to in this paragraph (n) and shall not be deemed to be
a general submission to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
(o) Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
(p) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands as of the date first above written.
▇▇▇▇▇▇▇▇▇▇▇ ACQUISITION CORP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer and Treasurer
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Address: Tremont Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Address: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LEGION INSURANCE COMPANY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
11
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Address: Tremont Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Address: Tremont Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Address: Tremont TASS (Europe) Ltd.
▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address: ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Address: ▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇ ▇▇▇., ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Address: Tremont Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇, ▇▇ ▇▇▇▇▇
12
▇▇▇▇▇▇ ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
13
SCHEDULE I TO
STOCKHOLDERS AGREEMENT
RECORD AND BENEFICIAL OWNERSHIP OF CLASS A COMMON STOCK
Name and Address of Stockholder Number of Shares
------------------------------- ----------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ 195,712
▇▇▇▇ ▇▇▇▇▇▇, Jr. 107,379
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 5,859
RECORD AND BENEFICIAL OWNERSHIP OF CLASS B COMMON STOCK
Name and Address of Stockholder Number of Shares
------------------------------- ----------------
Legion Insurance Company 1,351,536
▇▇▇▇ ▇▇▇▇▇▇, Jr. 546,287
▇▇▇▇▇▇ ▇▇▇▇▇▇ 467,110
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 460,013
▇▇▇▇▇ ▇▇▇▇▇ 155,249
▇▇▇▇▇▇ ▇▇▇▇▇▇ 100,265
▇▇▇▇▇ ▇▇▇▇▇▇ 78,125
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 34,893
▇▇▇▇ ▇▇▇▇▇ 31,249
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 29,653
14