Second Amendment to Stock Restriction Agreement
Exhibit 99.1
Second Amendment to
This Second Amendment (the “Amendment”) to the Stock Restriction Agreement dated as of April 17, 1998 by and among ▇▇▇▇▇▇▇ River Associates Incorporated, a Massachusetts corporation (the “Company”), and the persons whose names and addresses appear on Schedule A thereto (including persons made a party thereto through one or more accession agreements), as amended by the First Amendment dated as of March 27, 2003 (as so amended, the “Agreement”), is made as of June 10, 2005 by the Company and the Pre-Offering Stockholders who have executed this Amendment.
WHEREAS, certain parties to the Agreement wish to modify the provisions of the Agreement relating to restrictions on the Transfer of Common Stock and other matters; and
WHEREAS, the parties to this Amendment hold the requisite number of shares of Pre-Offering Stock to effectuate this Amendment to the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. General. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Agreement.
2. Additional Restrictions on Transfer. In addition to the restrictions on Transfer imposed by the Agreement, no Pre-Offering Stockholder shall, on or before November 30, 2005, Transfer any shares of Common Stock, including, without limitation, shares of Pre-Offering Stock, held by such Pre-Offering Stockholder on June 10 2005, or any shares of Common Stock acquired by the Pre-Offering Stockholder between June 10, 2005 and November 30, 2005, whether by gift, grant, purchase, exercise of stock options or otherwise.
3. Effectiveness of this Amendment. This Amendment shall become effective as to all Pre-Offering Stockholders when signed by parties to the Agreement holding the minimum number of shares of Common Stock necessary to effectuate this Amendment. Any Pre-Offering Stockholder who became a party to the Agreement through an accession agreement shall continue to be bound by any additional terms set forth therein.
4. Scope of Amendment. As amended by this Amendment, the Agreement shall continue in full force and effect in accordance with its terms.
5. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws.
6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal as of the date first written above.
|
|
|
▇▇▇▇▇▇▇ RIVER ASSOCIATES INCORPORATED |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President |
|
|
|
|
|
|
|
|
|
|
|
|
|
PRE-OFFERING STOCKHOLDERS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
|
|
|
|
|
|
|
|
|
The Besen Family Trust u/i/d March 30, 1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇, Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Irrevocable Trust 1998, Art. Second |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee |
|
|
|
|
|
|
|
|
▇▇▇▇ Family, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇, Managing Member |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ GST Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ GST Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee |
|
|
|
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Salop Irrevocable GST – Exempt Trust 1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Salop Irrevocable GST – Taxable Trust 1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇, joint tenants with |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
|
|
|
/s/ C. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
|
|
|
C. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Bridger M. ▇▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
|
|
|
|
W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Trust 1998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Charitable Foundation, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President |
|
|
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇ ▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
▇▇▇▇▇▇ Children’s Family Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ |
|
|
|
|
The ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ GST Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇, Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
Girls, Incorporated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ |
|
|
|
|
Chief Operating Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
National Outdoor Leadership School |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇ ▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇▇▇▇, Executive Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
|
|
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|