Exhibit 10.4


 


FORM OF


STOCKHOLDERS
AGREEMENT


 


THIS STOCKHOLDERS AGREEMENT,
dated as of               ,
2009 (this “Agreement”), is entered into by and among National Beef, Inc.,
a Delaware corporation (“National Beef”), U.S. Premium Beef, LLC, a
Delaware limited liability company (“USPB”), TKK Investments, LLC, a
Missouri limited liability company (“TKK”), TMKCo, LLC, a Missouri
limited liability company (“TMKCo”, and together with TKK, the “Klein
Entities”), and NBPCo Holdings, LLC, a South Dakota limited liability
company (“NBPCo” and together with USPB and the Klein Entities, the “Founding
Members”).


 


RECITALS


 


WHEREAS,
the Founding Members own all of the outstanding membership units (the “Membership
Units”) of National Beef Packing Company, LLC, a Delaware limited liability
company (“NBP LLC”);


 


WHEREAS,
National Beef is contemplating an offer and sale of its Class A Common
Stock, par value $0.01 per share (the “Class A Common Stock”), to
the public in an underwritten initial public offering (the “IPO”);


 


WHEREAS,
it is contemplated that National Beef will use a portion of the proceeds of the
IPO to purchase from NBP LLC and the Founding Members a number of Membership
Units equal to the number of shares of Class A Common Stock sold in the
IPO;


 


WHEREAS,
upon consummation of the IPO, it is contemplated that National Beef will be
admitted as a member, and appointed as the sole manager, of NBP LLC;


 


WHEREAS,
in order to induce the Founding Members to approve the sale of Membership Units
by NBP LLC and the Founding Members to National Beef and the appointment of
National Beef as the sole manager of NBP LLC, National Beef has agreed to
permit USPB and NBPCo to designate a certain number of persons for nomination
to the board of directors of National Beef (the “Board”) on the terms
and conditions set forth herein; and


 


WHEREAS,
pursuant to the terms of an Exchange Agreement, dated as of                 ,
2009 (the “Exchange Agreement”), between National Beef and each of the
Founding Members, each Founding Member will have the right to exchange its
Membership Units for shares of Class A Common Stock, cash or a combination
thereof under certain circumstances.


 


NOW,
THEREFORE, in consideration of the covenants and agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, National Beef and the Founding Members agree as
follows:


 

















 


ARTICLE I


 


Definitions


 


Section 1.1  Certain Definitions.  For purposes of this Agreement, the following
terms shall have the meanings specified in this Section 1.1:


 


“Affiliate”
has the meaning set forth in the NBP LLC Operating Agreement.


 


“Board”
has the meaning set forth in the Recitals.


 


“Class A
Common Stock” has the meaning set forth in the Recitals.


 


“Class B
Common Stock” means the Class B common stock, par value $0.01 per
share, of National Beef.


 


“Control”
(including the terms “Controlled by” and “under common Control with”), with
respect to the relationship between or among two or more Persons, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or
otherwise.


 


“Designee”
has the meaning set forth in Section 2.1.


 


“Director”
means a member of the Board.


 


“Exchange
Agreement” has the meaning set forth in the Recitals.


 


“Founding
Members” has the meaning set forth in the first paragraph of the Agreement.


 


“Group”
has the meaning set forth in Section 13(d)(3) and Rule 13d-5 of
the Securities Exchange Act of 1934, as amended.


 


“Independent
Director” means any Director who (i) satisfies the definition of an “independent
director” set forth in the applicable rules in the New York Stock Exchange
(“NYSE”) Listed Company Manual, as such rules may be amended from time to
time, (ii) meets the requirements set forth in the NYSE Listed Company
Manual for membership on National Beef’s Audit Committee of the Board and (iii) meets
the requirements for being a “non-employee director” within the meaning of Section 16b-3
under the Securities Exchange Act of 1934, as amended, and meets the
requirements for being an “outside director” within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended. 
If the Class A Common Stock is traded on a stock exchange other
than the NYSE, then, with respect to clauses (i) and (ii) of this
definition, such term shall mean any Director who satisfies the definition of “independent
director” and who meets the requirements for audit committee membership
according to the rules of such other stock exchange.  If the Class A Common Stock is not
traded on any stock exchange, then, with respect to clauses (i) and (ii) of
this definition, such term shall mean any Director who satisfies the definition
of “independent director” set forth in the NYSE Listed Company Manual as if the
Class A Common Stock were traded on the NYSE.


 


“IPO”
has the meaning set forth in the Recitals.


 


“Klein
Entities” has the meaning set forth in the first paragraph of the
Agreement.


 


“Membership
Units” has the meaning set forth in the Recitals.


 


2

















 


“National
Beef” has the meaning set forth in the first paragraph of the Agreement.


 


“NBPCo”
has the meaning set forth in the first paragraph of the Agreement.


 


“NBP
LLC” has the meaning set forth in the Recitals.


 


“NBP
LLC Operating Agreement” means the Amended and Restated Limited Liability
Company Operating Agreement of NBP LLC to be entered into among each of the
Founding Members and NBP LLC in connection with the IPO.


 


“Nominating
and Corporate Governance Committee” means the Nominating and Corporate
Governance Committee of the Board or any committee of the Board authorized to
perform the function of nominating directors for the Board, in each case
consisting solely of Independent Directors.


 


Person” means any
individual, corporation, limited liability company, partnership, trust, joint
stock company, business trust, unincorporated association, joint venture,
governmental authority or other entity or organization of any nature whatsoever
or any Group of two or more of the foregoing.


 


“Post-IPO
Membership Units” means the total number of Membership Units collectively
beneficially owned by the Founding Members immediately following the
consummation of the IPO (or, in the event that any over-allotment option
granted to the underwriters of the IPO is exercised in whole or in part, then
such term shall refer to the total number of Membership Units collectively beneficially
owned by the Founding Members immediately following the closing of the final
exercise of such option).


 


“Securities
Laws” means the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and the rules and regulations
promulgated under such statutes.


 


“TKK”
has the meaning set forth in the first paragraph of the Agreement.


 


“TMK”
has the meaning set forth in the first paragraph of the Agreement.


 


“Transfer”
or “Transferred” means to sell, transfer, give, exchange, bequest,
assign, pledge, encumber, hypothecate or otherwise dispose of, directly or
indirectly, either voluntarily or involuntarily, any of the rights granted
under Article II.


 


“USPB”
has the meaning set forth in the first paragraph of the Agreement.


 


Section 1.2.  Other
Definitional Provisions.  The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Article and Section references are to this Agreement unless otherwise
specified.  The words “include” and “including,”
and variations thereof, shall not be deemed to be terms of limitation, and
shall be deemed to be followed by the words “without limitation.”  The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such
terms.


 


3

















 


ARTICLE II


 


Board Nominations


 


Section 2.1  Designation Rights; Voting Agreement.  (a) Subject to the terms and conditions
set forth in this Article II, so long as the Founding Members collectively
beneficially own at least twenty percent (20%) of the Post-IPO Membership
Units, USPB and NBPCo shall have the right to designate a number of persons for
appointment or nomination, as the case may be, for election to the Board as
follows (each, a “Designee”):


 


(i)  USPB may designate four persons for
appointment or nomination to the Board, as the case may be, at least two of
whom must qualify as Independent Directors at the time of designation; and


 


(ii)  NBPCo may designate two persons for
appointment or nomination to the Board, as the case may be, at least one of
whom must qualify as an Independent Director at the time of designation.;


 


The Founding Members agree that the individual
serving as the chief executive officer of National Beef shall, so long as such
individual holds such position, automatically be designated by USPB and NBPCo
as the seventh person for appointment or nomination to the Board.  For purposes of this Agreement, the
individual serving as the chief executive officer shall be deemed a joint
Designee of USPB and NBPCo.


 


At every meeting of the Board, or a committee
thereof, for which Directors are appointed or are nominated to stand for
election by stockholders of National Beef at an annual or special meeting of
stockholders, USPB and NBPCo will have the right to designate those persons to
be appointed or nominated for election to the Board in accordance with this Section 2.1(a).  If a Designee is not nominated or elected to
the Board because of the Designee’s death, disability, disqualification,
withdrawal as a nominee or for other reason is unavailable or unable to serve
on the Board, the Founding Member who designated such person shall be entitled
to designate promptly another Designee as a replacement.


 


(b)  During the term of this Agreement, at each
annual or special meeting of the stockholders of National Beef called for the
election of Directors, each Founding Member shall vote all of its shares of Class B
Common Stock that it beneficially owns in favor of the election of each of the
Designees under this Agreement.


 


(c)  During the term of this Agreement, subject
to the provisions of Section 2.4, each of the Founding Members will use
its respective reasonable best efforts (including, without limitation, voting
its shares of Class B Common Stock) (i) to cause the number of
Directors constituting the full Board to be set at seven and to effect any
change in the total number of Directors only with the consent of each of USPB
and NBPCo, and (ii) to cause the appointment or nomination of at least one
Independent Director (among the three Independent Directors selected in
accordance with Section 2.1) who meets the requirements of an “audit
committee financial expert” within the meaning of Item 407 of Regulation S-K
under the Securities Exchange Act of 1934, as amended.


 


(d)  At any time a vacancy on the Board occurs
because of the death, disability, resignation or removal of a Director (other
than the chief executive officer), then the Board, or any committee thereof,
shall not fill such vacancy until the earliest to occur of the following: 


 


4

















 


(i) the
Founding Member who had designated such Director has designated a successor
Designee, in which case all of the Founding Members shall use their reasonable
best efforts to cause the Board to fill such vacancy with the appointment of
such successor Designee (in each case subject to the fiduciary duties of the
Board), (ii) such Founding Member fails to designate a successor Designee
within 10 business days of such vacancy, or (iii) such Founding Member has
specifically waived its right under this Section 2.1(d) and has
consented to the Board, or any committee thereof, filling the vacancy with a
nominee selected by the Nominating and Corporate Governance Committee.  In the case of the chief executive officer,
the vacancy created by the death, disability, resignation or removal such
officer shall be filled concurrently with the selection of the new chief
executive officer.


 


Section 2.2  Initial
Designees.  USPB and NBPCo
designate the following persons as the initial Designees to the Board:


 


	
  Founding Member

  	
   

  	
  Designees

  
	
  USPB

  	
   

  	
  Steven D. Hunt

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
           *

  
	
   

  	
   

  	
           *

  
	
  NBPCo

  	
   

  	
   

  
	
   

  	
   

  	
           *

  
	
  USPB/NBPCo

  	
   

  	
  Timothy M. Klein

  (Chief Executive Officer)

  



 






*Indicates an Independent Director.


 


Section 2.3  Effect of Reduction of Holdings; Certain
Events.  (a) If
at any time (i) USPB or NBPCo owns less than five percent (5%) of the
Post-IPO Membership Units or (ii) USPB or NBPCo loses its governance
rights with respect to NBP LLC in accordance with Section 3.5 of the NBP
LLC Operating Agreement, then USPB or NBPCo, as the case may be, shall
immediately and permanently cease to have any rights of designation under Section 2.1.  In such an event, the Directors who were the
Designees of such Founding Member shall lose such Designee status and continue
to serve as Directors until the expiration of their term or their earlier
death, resignation, retirement or removal. 
Following a Founding Member’s loss of its rights to designation, the
number of Directors which such Founding Member had the right to nominate or
appoint under Section 2.1 shall instead be selected by the Nominating and
Corporate Governance Committee, which shall select additional Independent
Directors.  With respect to each
subsequent annual or special meeting of stockholders at which Directors will be
elected, the nominees for these additional Director seats shall be determined
by the Nominating and Corporate Governance Committee rather than by the
Founding Members.


 


(b) If
at any time USPB owns a number of Membership Units which is equal to or less
than the number of Membership Units owned by NBPCo, then USPB’s rights of
designation under Section 2.1 shall be reduced immediately and permanently
to two Directors, at least one of whom must qualify as an Independent Director
at the time of designation.  In such an
event, 


 


5

















 


USPB
shall identify two of its existing Designees as the Designees of USPB who will
lose their Designee status.  Such
Directors will continue to serve as Directors until the expiration of their
term or their earlier death, resignation, retirement or removal.  Following USPB’s loss of its rights to
designation as to the two Directors, such two Directors shall be selected by
the Nominating and Corporate Governance Committee, which shall select
additional Independent Directors.  With
respect to each subsequent annual or special meeting of stockholders at which
Directors will be elected, the nominees for these Director seats shall be
determined by the Nominating and Corporate Governance Committee rather than by
the Founding Members.


 


Section 2.4  Effect of Loss of Controlled Company Status.  Notwithstanding anything to the contrary
provided elsewhere in this Agreement, in the event that National Beef ceases to
qualify as a “controlled company” within the meaning of the rules of the
NYSE (or, if the Class A Common Stock is traded on a stock exchange other
than the NYSE, the comparable rules of such other exchange), then within
twelve months following the date that National Beef ceases to so qualify, the
Board shall, and each of the Founding Members shall use its respective
reasonable best efforts to cause National Beef and the Board to, increase the
size of the Board and to immediately fill the vacancies created thereby with a
number of Independent Directors such that the number of Independent Directors
shall thereafter constitute at least a majority of the full Board; provided,
however, that if, on the date that National Beef ceases to so qualify,
the Board already consists of a number of Independent Directors that
constitutes a majority of the full Board, then no such increase in the size of
the Board shall be required.  The new
Independent Directors appointed to fill such vacancies shall be selected by the
Nominating and Corporate Governance Committee. 
With respect to each subsequent annual or special meeting of
stockholders at which Directors will be elected, the nominees for these
additional Director seats shall be determined by the Nominating and Corporate
Governance Committee rather than by the Founding Members.  The Board shall take such other steps as
reasonably necessary to comply on a timely basis with the requirements of the
NYSE Listed Company Manual (or, if the Class A Common Stock is traded on a
stock exchange other than the NYSE, the comparable rules of such other
exchange), including the corporate governance requirements set forth therein,
upon the loss of the “controlled company” exception.


 


Section 2.5  Personal Right.  USPB’s and NBPCo’s rights under this Article II
are personal to such Founding Member and may not be Transferred.


 


Section 2.6  Certain Covenants of National Beef.  (a)  National Beef
agrees to use its best efforts to cause (i) each Designee to be included
in the Board’s slate of nominees to the stockholders in connection with each
annual or special meeting of stockholders at which Directors will be elected,
and (ii) each Designee to be included in the proxy statement prepared by
the Board of National Beef in connection with the solicitation of proxies for
each such meeting of the stockholders of National Beef and at every adjournment
or postponement thereof.


 


(b)  Notwithstanding anything herein to the
contrary, National Beef shall not be obligated to cause to be nominated for
election to the Board or recommend to the stockholders the election of any
Designee (i) who fails to submit to National Beef on a timely basis such
questionnaires as National Beef may reasonably require of its Directors
generally and such other information as National Beef may reasonably request in
connection with the preparation of its filings under the Securities Laws, or (ii) the
Board or the Nominating and Corporate Governance Committee determines in good
faith, after consultation with legal counsel to the 


 


6

















 


Company,
that such action would constitute a breach of the Directors’ fiduciary duties
or applicable law;  provided, however, that upon the occurrence of either (i) or
(ii) above, National Beef shall promptly notify USPB or NBPCo, as the case
may be, of the occurrence of such event and permit USPB or NBPCo, as the case
may be, a reasonable opportunity to provide an alternate Designee in advance of
the stockholder meeting called for the election of Directors.


 


ARTICLE III


 


Termination


 


Section 3.1  Events of Termination.  This Agreement shall terminate (i) immediately
in the event that the Founding Members collectively beneficially own less than
twenty percent (20%) of the Post-IPO Membership Units or (ii) upon the
written agreement of each of the Founding Members party hereto.


 


Section 3.2  Effect of Termination.  (a)  Upon the termination of this
Agreement, the obligations of each of the parties hereto shall terminate, and
the Directors who were Designees of any Founding Member shall lose such
Designee status and continue to serve as Directors until the expiration of
their term or their earlier death, resignation, retirement or removal.  Following the termination of this Agreement,
the nomination of candidates for Director shall be determined by the Nominating
and Corporate Governance Committee or such other method which the Board may
determine in accordance with National Beef’s certificate of incorporation and
by-laws, applicable law and the rules of the NYSE (or such other
applicable exchange on which the Class A Common Stock is then traded).


 


(b)  National Beef and each Founding Member
agrees that, as of the date of the termination of this Agreement, and without
any further action by National Beef and without any further consideration paid
therefor, ninety percent (90%) of each Founding Member’s holdings of shares of Class B
Common Stock shall be deemed surrendered to National Beef, and such shares
shall be deemed canceled and retired and shall not be deemed outstanding for
any purpose.  Promptly, but in no event
later than three business days following the termination of this Agreement,
each Founding Member shall deliver to National Beef any and all certificates
formerly representing ninety percent (90%) of the shares of Class B Common
Stock held by them.


 


(c)  Nothing in this Agreement or the termination
hereof shall relieve any party for liability for any willful or intentional
breach hereof.


 


ARTICLE IV


 


Miscellaneous


 


Section 4.1  Governing Law.  This Agreement shall be governed by and
construed in all respects in accordance with the laws of the State of Delaware
without giving effect to principles of conflicts of law.


 


7

















 


Section 4.2  Notices.  All notices, demands or other communications
to be given under or by reason of this Agreement shall be in writing and shall
be delivered by hand or sent by facsimile or sent by overnight courier service
and shall be deemed given when received, as follows:


 


	
  If to National Beef:

   

  National
  Beef, Inc.

  12200
  N. Ambassador Dr., Suite 500

  Kansas
  City, Missouri 64163

  Facsimile:
  (816) 713-8889

  Attention:
  Bret G. Wilson

  	
  If to USPB:

   

  U.S.
  Premium Beef, LLC

  12200
  N. Ambassador Dr., Suite 501

  Kansas
  City, Missouri 64163

  Facsimile:
  (816) 713-8810

  Attention:
  Steven D. Hunt

  
	
   

  	
   

  
	
  with a copy to:

  	
  with a copy to:

  
	
   

  	
   

  
	
  Sidley
  Austin LLP

  One
  South Dearborn Street

  Chicago,
  Illinois 60603

  Facsimile:
  (312) 853-7036

  Attention:
  Paul L. Choi

                  John J. Sabl

  	
  Stoel
  Rives LLP

  33
  South Sixth Street, Suite 4200

  Minneapolis,
  Minnesota 55402

  Facsimile:
  (612) 373-8881

  Attention:
  Mark J. Hanson

  
	
   

  	
   

  
	
  If to NBPCo:

   

  NBPCo
  Holdings, LLC

  891
  Two Rivers Drive

  Dakota
  Dunes, South Dakota 57040

  Facsimile:
  (605) 217-8001

  Attention:
  Rich Jochum

  	
  If to the Klein Entities:

   

  TKK
  Investments, LLC

  TMKCo,
  LLC

  10217
  Hwy 92

  Kearney,
  Missouri 64060

  Facsimile:
  (816) 713-8852

  Attention:
  Timothy M. Klein

  
	
  with a copy to:

  	
   

  
	
   

  	
   

  
	
  Koley
  Jessen P.C., LLO

  1125
  S. 103rd Street, Suite 800

  Omaha,
  Nebraska 68124

  Facsimile:
  (402) 390-9005

  Attention:
  Michael M. Hupp

                  Matthew D. Maser

  	
   

  



 


Any
party to this Agreement may change its address for notices, demands and other
communications under this Agreement by giving notice of such change to the
other party hereto in accordance with this Section 4.2.


 


Section 4.3  Benefit of Parties; Transfer Prohibited.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors. This Agreement may not be Transferred by any Founding Member,
except with the prior written 


 


8

















 


consent
of the other Founding Members.  In the
event of a purported Transfer by a Founding Member to any Person without the
consent of the other Founding Members, the transferee shall not have the rights
and powers of a Founding Member under this Agreement, including, without
limitation, the rights to Director designation under Section 2.1.  Nothing herein contained shall confer or is
intended to confer on any third party or entity that is not a party to this
Agreement any rights under this Agreement.


 


Section 4.4  Specific Performance.  Each of the parties to this
Agreement acknowledges that each party hereto will be irreparably damaged if
any of the provisions of this Agreement are not performed in accordance with
their specific terms or are otherwise breached. Accordingly, it is agreed that
each of National Beef and the Founding Members shall be entitled to an
injunction to prevent breaches of this Agreement and to specific enforcement of
this Agreement and its terms and provisions in any action instituted in any
court of the United States or any state having subject matter jurisdiction, in
addition to any other remedy to which the parties hereto may be entitled at law
or in equity. Each of the parties hereto hereby consents to personal
jurisdiction in any such action brought in the United States District Court for
the District of Delaware or in any court of the State of Delaware having
subject matter jurisdiction. No bond or other similar undertaking shall be
required of any party seeking relief under this Section.  Each party agrees that, if such party is
found in any such proceeding to have breached this Agreement, such breaching
party shall not object to the imposition of injunctive or other equitable
remedy issued by such court.  A
prevailing party in any such action shall be entitled to the reimbursement of
its costs and expenses (including reasonable attorneys’ fees and expenses) by
the breaching party in connection with any such action.


 


Section 4.5  Amendment.  This Agreement may not be amended, modified,
altered or supplemented except by means of a written instrument executed on
behalf of each of National Beef and each of the Founding Members.


 


Section 4.6  Waiver.  No failure on the part of either party hereto
to exercise any power, right, privilege or remedy under this Agreement, and no
delay on the part of either party hereto in exercising any power, right,
privilege or remedy under this Agreement, shall operate as a waiver thereof;
and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy.


 


Section 4.7  Severability.  If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part or
degree will remain in full force and effect to the extent not held invalid or
unenforceable.


 


Section 4.8  Entire Agreement.  This Agreement sets forth the entire
understanding of parties hereto and supersedes all other agreements and
understandings between the parties hereto relating to the subject matter
hereof.


 


Section 4.9  Counterparts and Facsimiles.  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 one or more counterparts have been signed by each
of the parties and 


 


9

















 


delivered
to the other. The parties hereto may execute the signature pages hereof
and exchange such signature pages by facsimile transmission.


 


Section 4.10  Interpretation of Agreement.  The Section headings contained in this
Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.  Each
party hereto and its counsel cooperated in drafting and preparation of this Agreement.
Any rule of law or any legal decision that would require interpretation of
any ambiguities in this Agreement against the party that drafted it is of no
application and is hereby expressly waived.


 


[Signature page to follow]


 


10

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first above written.


 


	
   

  	
  NATIONAL
  BEEF, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  PREMIUM BEEF, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NBPCO
  HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TKK
  INVESTMENTS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TMKCO,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to Stockholders
Agreement