EXHIBIT 10.39


 


STOCKHOLDER
AGREEMENT


 


AGREEMENT, dated as of May 1, 2005 (this “Agreement”),
among Newton Acquisition, Inc., a Delaware corporation (“Parent”), Newton
Acquisition Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
and each of the other parties signatory hereto (each a “Stockholder” and
collectively the “Stockholders”).


 


WHEREAS, Parent, Merger Sub and The Neiman Marcus
Group, Inc., a Delaware corporation (the “Company”), have entered
into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger
Agreement”; terms defined in the Merger Agreement and not otherwise defined
herein being used herein as therein defined), pursuant to which, among other
things, Merger Sub will merge with and into the Company (the “Merger”)
and each issued and outstanding share (other than shares cancelled pursuant to Section 2.1
of the Merger Agreement or Dissenting Shares) of Class A Common Stock, Class B
Common Stock and Class C Common Stock (“Common Stock”) will be
converted into the right to receive the Merger Consideration.


 


WHEREAS, as of May 1, 2005 the Stockholders
owned of record and beneficially an aggregate of 6,055,057 shares (and each
Stockholder owned the number of such shares set forth beside such Stockholder’s
name on the signature page hereto) of Class A Common Stock and Class B
Common Stock (such Class A Common Stock and Class B Stock, together
with any other Class A Common Stock, Class B Common Stock or Class C
Common Stock acquired by any Stockholder by purchase or otherwise, in each case
from May 1, 2005 through the term of this Agreement, are collectively
referred to herein as the Stockholders’ “Subject Shares”).


 


WHEREAS, as a condition and inducement to Parent’s
and Merger Sub’s willingness to enter into the Merger Agreement, Parent has
requested that the Stockholders agree, and each of the Stockholders has agreed,
to enter into this Agreement.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


ARTICLE 1


VOTING AGREEMENT; GRANT OF PROXY


 


Section 1.1     Voting
Agreement. a) Each Stockholder hereby agrees to vote all Subject Shares
that such Stockholder is entitled to vote at the time of any vote, to approve
and adopt the Merger Agreement and the Merger, at any meeting of the
stockholders of the Company, and at any adjournment thereof, at which the
Merger Agreement (or any amended version thereof) and the Merger are submitted
for the consideration and vote of the stockholders of the Company.


 

















 


(b)     Each Stockholder
hereby agrees that it shall vote its Subject Shares against, and shall not
provide consents to, the approval of (i) any Acquisition Proposal, (ii) any
extraordinary dividend or distribution by the Company or any subsidiary, (iii) any
change in the capital structure of the Company or any subsidiary (other than pursuant
to the Merger Agreement) and (iv) any other action that would reasonably
be expected to, in any material respect, prevent, impede, interfere with,
delay, postpone, frustrate the purposes of or attempt to discourage the
transactions contemplated by the Merger Agreement.


 


(c)     Each Stockholder
hereby agrees that any agreements among the Stockholders or any of them
(including the Smith/Lurie/Marks Family Stockholders’ Agreement Re: The Neiman
Marcus Group, Inc., dated September 1, 1999, among the Stockholders
(the “Stockholders’ Agreement”)) which could be construed to limit their
respective rights to enter into this Agreement or perform hereunder are amended
to the full extent necessary to assure that entering into this Agreement and
performance hereunder are permitted under each such agreement without breach
thereof.


 


Section 1.2     Irrevocable
Proxy. Each Stockholder hereby irrevocably and unconditionally revokes any
and all previous proxies granted with respect to its Subject Shares. By
entering into this Agreement, each Stockholder hereby irrevocably and
unconditionally grants a proxy appointing Parent as such Stockholder’s
attorney-in-fact and proxy, with full power of substitution, for and in such
Stockholder’s name, to vote, express, consent or dissent, or otherwise to
utilize such voting power in the manner contemplated by Section 1.1 as
Parent or its proxy or substitute shall, in Parent’s sole discretion, deem
proper with respect to such Stockholder’s Subject Shares. The proxy granted by
such Stockholder pursuant to this Article 1 is coupled with an interest
and is irrevocable and is granted in consideration of Parent and Merger Sub
entering into this Agreement and the Merger Agreement and incurring certain
related fees and expenses. Each Stockholder shall perform such further acts and
execute such further documents as may be required to vest in Parent the sole
power to vote such Stockholder’s Subject Shares. Notwithstanding the foregoing,
the proxy granted by each Stockholder shall be revoked upon termination of this
Agreement in accordance with its terms.


 


ARTICLE 2


REPRESENTATIONS AND WARRANTIES OF
STOCKHOLDERS


 


Each Stockholder, severally and not jointly,
represents and warrants to Parent and Merger Sub that:


 


Section 2.1     Authorization.
a) If such Stockholder is not an individual, the execution, delivery and
performance by such Stockholder of this Agreement and the consummation by such
Stockholder of the transactions contemplated hereby are within the corporate or
similar powers of Stockholder and have been duly authorized by all necessary
corporate


 

















 


or
similar action. This Agreement constitutes a valid and binding agreement of
such Stockholder.


 


(b)     If such Stockholder
is married and the Subject Shares set forth on the signature page hereto
opposite such Stockholder’s name constitute community property under applicable
laws, this Agreement has been duly authorized, executed and delivered by, and
constitutes the valid and binding agreement of, such Stockholder’s spouse. If
this Agreement is being executed in a representative or fiduciary capacity, the
Person signing this Agreement has full power and authority to enter into and
perform this Agreement.


 


Section 2.2     Non-Contravention.
The execution, delivery and performance by such Stockholder of this Agreement
and the consummation by such Stockholder of the transactions contemplated
hereby do not and shall not (i) if such Stockholder is not an individual,
violate any organizational documents of such Stockholder, (ii) violate any
applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require
any consent or other action by any Person under, constitute a default under, or
give rise to any right of termination, cancellation or acceleration or to a
loss of any benefit to which such Stockholder is entitled under any provision
of any agreement or other instrument binding on such Stockholder, (iv) result
in the imposition of any Lien on any asset of Stockholder or (v) violate
any other agreement, arrangement or instrument to which such Stockholder is a
party or by which such Stockholder (or any of its assets) is bound.


 


Section 2.3     Ownership
of Subject Shares. Such Stockholder is the record and beneficial owner of
the Subject Shares, free and clear of any Lien and any other limitation or
restriction (including any restriction on the right to vote or otherwise
dispose of the Subject Shares) other than pursuant to the Stockholders’
Agreement. Except for the Stockholders’ Agreement, none of the Subject Shares
is subject to any voting trust or other agreement, arrangement or instrument
with respect to the voting of such shares.


 


Section 2.4     Total
Subject Shares. Except for the Subject Shares set forth beside such
Stockholder’s name on the signature page hereto or any beneficial interest
in Subject Shares that are set forth beside another Stockholder’s name on the
signature page hereto, and except for any options referred to in the
immediately following sentence, such Stockholder does not beneficially own any (i) shares
of capital stock or voting securities of the Company, (ii) securities of
the Company convertible into or exchangeable for shares of capital stock or
voting securities of the Company or (iii) options or other rights to
acquire from the Company any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of the
Company. The Stockholders collectively own options to acquire a number of
shares of capital stock of the Company which does not exceed 125,000 shares in
the aggregate.


 


Section 2.5     Finder’s
Fees. No investment banker, broker, finder or other intermediary is
entitled to a fee or commission from Parent, Merger Sub or the Company in
respect of this Agreement based upon any arrangement or agreement made by or on
behalf of such Stockholder.


 

















 


Section 2.6     Reliance
by Parent and Merger Sub. Such Stockholder understands and acknowledges
that Parent and Merger Sub are entering into the Merger Agreement in reliance
upon such Stockholder’s execution and delivery of this Agreement.


 


ARTICLE 3


COVENANTS OF STOCKHOLDERS


 


Each Stockholder hereby covenants and agrees that:


 


Section 3.1     No
Interference; No Transfers. Except pursuant to the terms of this Agreement,
such Stockholder shall not, without the prior written consent of Parent or
Merger Sub, directly or indirectly, (i) grant any proxies or enter into
any voting trust or other agreement or arrangement with respect to the voting
of any Subject Shares in a manner inconsistent with the terms of this
Agreement, (ii) voluntarily take any action that would or is reasonably
likely to (A) make any representation or warranty contained herein untrue
or incorrect in any material respect or (B) have the effect in any
material respect of preventing such Stockholder from performing its obligations
under this Agreement or (iii) voluntarily sell, assign, transfer, encumber
or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of, any Subject Shares
during the term of this Agreement except for transfers (A) to any person
or entity who is subject to this Agreement or who becomes bound hereby as a
Stockholder by operation of law or by becoming party to and being bound by the
terms of this Agreement as a Stockholder incident to such transfer or (B) to
charitable organizations, provided such shares constitute, in the aggregate
(including all shares so transferred to charitable organizations by all
Stockholders from the date hereof), not more than  250,000  shares
of the outstanding Class A Common Stock and Class B Common Stock (the
“Cap”), and provided further that any shares transferred to any charitable
organization on the terms and conditions of clause (iii)(A) above shall
not be counted toward the Cap. For purposes of this Section 3.1, the term “sell”
or “sale” or any derivatives thereof shall include (i) a sale, transfer or
disposition of record or beneficial ownership, or both and (ii) a short
sale with respect to Common Stock or substantially identical property, entering
into or acquiring an offsetting derivative contract with respect to Common
Stock or substantially identical property, entering into or acquiring a futures
or forward contract to deliver Common Stock or substantially identical property
or entering into any transaction that has the same effect as any of the
foregoing.


 


Section 3.2     Other
Transactions. Such Stockholder shall not, directly or indirectly, (i) take
any action to solicit or initiate any Acquisition Proposal or (ii) engage
in negotiations with, or disclose any nonpublic information relating to the
Company or any of its subsidiaries or afford access to the properties, books or
records of the Company or any of its subsidiaries to, any Person that may be
considering making, or has made, an Acquisition Proposal or has agreed to
endorse an Acquisition Proposal. Such Stockholder shall promptly notify Parent
and Merger Sub after receipt of an Acquisition Proposal or any request for
nonpublic information relating to the Company or any of its subsidiaries


 

















 


or
for access to the properties, books or records of the Company or any of its
subsidiaries by any Person that may be considering making, or has made, an
Acquisition Proposal and shall advise Merger Sub of the status and material
details of any such Acquisition Proposal or request.


 


Section 3.3     Appraisal
Rights. Such Stockholder shall not exercise any rights (including, without
limitation, under Section 262 of the General Corporation Law of the State
of Delaware) to demand appraisal of any Subject Shares which may arise with
respect to the Merger.


 


Section 3.4     Further
Assurances. Parent, Merger Sub and each Stockholder shall each execute and
deliver, or cause to be executed and delivered, all further documents and
instruments and use its reasonable best efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations, to consummate and make
effective the transactions contemplated by this Agreement.


 


ARTICLE 4


MISCELLANEOUS


 


Section 4.1     Amendments;
Termination. Any provision of this Agreement may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed, in the case
of an amendment, by each party to this Agreement or in the case of a waiver, by
the party against whom the waiver is to be effective. This Agreement shall
terminate on the earlier of (i) the Effective Time and (ii) the date
of termination of the Merger Agreement in accordance with its terms; provided
that this Article 4 shall survive any such termination.


 


Section 4.2     Expenses.
All costs and expenses incurred in connection with this Agreement shall be paid
by the party incurring such cost or expense.


 


Section 4.3     Successors
and Assigns. The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided that no party may assign, delegate or otherwise transfer any
of its rights or obligations under this Agreement without the consent of the
other parties hereto, except that each of Parent and Merger Sub may transfer or
assign its rights and obligations to any Affiliate of Parent; provided further
that no such transfer or assignment shall relieve Parent or Merger Sub of its
obligations hereunder.


 


Section 4.4     Governing
Law. This Agreement and all other matters related to or arising from this
Agreement shall construed in accordance with and governed by the laws of the
State of Delaware.


 


Section 4.5     Counterparts;
Effectiveness. This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the


 

















 


signatures
thereto and hereto were upon the same instrument. This Agreement shall become
effective when each party hereto shall have received counterparts hereof signed
by all of the other parties hereto.


 


Section 4.6     Severability.
If any term, provision or covenant of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions and covenants of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.


 


Section 4.7     Interpretation.
The headings contained in this Agreement are for convenience of reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words “include,” “includes,” or “including” are
used in this Agreement, they shall be deemed to be followed by the words “without
limitation.” Other than Section 1.1(c), this Agreement is an agreement
between each of the Stockholders, on the one hand, and the Parent and Merger
Sub, on the other hand, and is not an agreement among the Stockholders.


 


Section 4.8     Specific
Performance. The parties hereto agree that irreparable damage would occur
in the event any provision of this Agreement is not performed in accordance
with the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof in addition to any other remedy to which they
are entitled at law or in equity. It is accordingly agreed that each party
hereto will waive, in any action for specific performance, the defense of
adequacy of a remedy at law.


 


Section 4.9     Acknowledgment.
Each of Parent and Merger Sub acknowledges that each Stockholder signs solely
in its capacity as the record and/or beneficial (as applicable) owner of the
Subject Shares and nothing herein shall limit or affect any actions taken by
such Stockholder, or require such Stockholder to take any action, in his or her
capacity as an officer or director of the Company including to disclose information
acquired solely in his or her capacity as an officer or director.


 


Section 4.10     Merger
Agreement. The obligations of the Stockholders hereunder are subject to
there not having been any change, by amendment or waiver, by any party to the
Merger Agreement to the material terms of the Merger Agreement in a manner
materially adverse to the Stockholders without the prior written consent of
Stockholders holding a majority of the Subject Shares. For purposes of this Section 4.10,
each of the following changes, by amendment or waiver (as applicable), in the
following terms and conditions of the Merger Agreement which require the
Company’s consent shall, without excluding other possibilities, be deemed to be
a change to the material terms of the Merger Agreement in a manner materially
adverse to the Stockholders: (A) a change in the Termination Date; (B) a
change which decreases the Merger Consideration; (C) a change to the form
of Merger Consideration (other than by adding consideration); and (D) an
imposition of any condition to the Merger in addition to those set forth in the
Merger Agreement.


 






 












 


[signatures follow]


 


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


 


	
   

  	
   

  	
   

  	
  NEWTON ACQUISITION,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jonathan Coslet

  
	
   

  	
  Name:

  	
   

  	
  Jonathan Coslet

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Kewsong Lee

  
	
   

  	
  Name:

  	
   

  	
  Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NEWTON ACQUISITION
  MERGER SUB, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jonathan Coslet

  
	
   

  	
  Name:

  	
   

  	
  Jonathan Coslet

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kewsong Lee

  
	
   

  	
  Name:

  	
   

  	
  Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  

  

  



 


 




	
  Class of Common

  Stock

  	
   

  	
  Subject
  Shares Owned

  	
   

  	
  STOCKHOLDERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  244,206

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  267,778

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  621,464

  	
   

  	
  /s/
  Nancy L. Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  L. Marks

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  174,418

  	
   

  	
  /s/
  Amy Smith Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  Amy
  Smith Berylson

  






 

















 




	
  Class B

  	
   

  	
  96

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  6,685

  	
   

  	
  /s/
  Jennifer L.Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  Jennifer
  L. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  144,463

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith

  
	
  Class A

  	
   

  	
  7,980

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  156,056

  	
   

  	
  /s/
  Debra Smith Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Debra
  Smith Knez

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  5,287

  	
   

  	
  /s/
  Brian J. Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Brian
  J. Knez

  
	
  Class A

  	
   

  	
  8,491

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  13,039

  	
   

  	
  /s/
  Cathy J. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
  Cathy
  J. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  144,627

  	
   

  	
  /s/
  Jeffrey R. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey
  R. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  3,205

  	
   

  	
  PHILADELPHIA
  EAGLES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Jeffrey R. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey
  R. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  10,028

  	
   

  	
  /s/
  Jeffrey R. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey
  R. Lurie, as Guardian of Julian M.J. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  10,028

  	
   

  	
  /s/
  Jeffrey R. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey
  R. Lurie, as Guardian of Milena C. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  189,770

  	
   

  	
  SMITH
  MANAGEMENT COMPANY TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, Trustee

  






 

















 




	
  Class B

  	
   

  	
  86,991

  	
   

  	
  MARIAN
  REALTY COMPANY TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy L. Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  L. Marks, Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  144,301

  	
   

  	
  SUSAN
  F. SMITH GRANTOR RETAINED ANNUITY TRUST — 15 YEARS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  28,997

  	
   

  	
  SUSAN
  F. SMITH GRANTOR RETAINED ANNUITY TRUST — 7 YEARS f/b/o AMY SMITH BERYLSON

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Amy Smith Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  Amy
  Smith Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  28,997

  	
   

  	
  SUSAN
  F. SMITH GRANTOR RETAINED ANNUITY TRUST — 7 YEARS f/b/o ROBERT A. SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  






 

















 




	
  Class B 

  	
   

  	
  28,997

  	
   

  	
  SUSAN
  F. SMITH GRANTOR RETAINED ANNUITY TRUST — 7 YEARS f/b/o DEBRA SMITH KNEZ

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Debra Smith Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Debra
  Smith Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/Mark
  D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  39,090

  	
   

  	
  SUSAN
  F. SMITH GRANTOR RETAINED ANNUITY TRUST — 5 YEARS f/b/o AMY SMITH BERYLSON

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Amy Smith Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  Amy
  Smith Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  39,091

  	
   

  	
  SUSAN
  F. SMITH GRANTOR RETAINED ANNUITY TRUST — 5 YEARS f/b/o ROBERT A. SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  39,090

  	
   

  	
  SUSAN
  F. SMITH GRANTOR RETAINED ANNUITY TRUST — 5 YEARS f/b/o DEBRA SMITH KNEZ

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Debra Smith Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Debra
  Smith Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  59,529

  	
   

  	
  AMY
  SMITH BERYLSON GRANTOR RETAINED ANNUITY TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Amy Smith Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  Amy
  Smith Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  18,078

  	
   

  	
  AMY
  SMITH BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o JENNIFER L. BERYLSON

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  18,078

  	
   

  	
  AMY
  SMITH BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o JAMES T. BERYLSON

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  18,078

  	
   

  	
  AMY
  SMITH BERYLSON 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o ELIZABETH S.
  BERYLSON

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  5,376

  	
   

  	
  J-J-E
  1988 TRUST f/b/o JENNIFER L. BERYLSON U/D/T dated 11/1/88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  5,376

  	
   

  	
  J-J-E
  1988 TRUST f/b/o ELIZABETH S. BERYLSON U/D/T dated 11/1/88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  5,376

  	
   

  	
  J-J-E
  1988 TRUST f/b/o JAMES T. BERYLSON U/D/T dated 11/1/88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  52,360

  	
   

  	
  ROBERT
  A. SMITH GRANTOR RETAINED ANNUITY TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana A. Weiss

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  A. Weiss, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  16,070

  	
   

  	
  ROBERT
  A. SMITH 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o MADELEINE W. SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana A. Weiss

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  A. Weiss, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  16,069

  	
   

  	
  ROBERT
  A. SMITH 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o RYAN A. SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana A. Weiss

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  A. Weiss, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  16,069

  	
   

  	
  ROBERT
  A. SMITH 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o JACKSON A. SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana A. Weiss

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  A. Weiss, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  4,741

  	
   

  	
  ROBERT
  SMITH AND DANA WEISS 1994 CHILDREN’S TRUST f/b/o MADELEINE W. SMITH U/D/T
  dated 12/1/94

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana A. Weiss

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  A. Weiss, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  4,741

  	
   

  	
  ROBERT
  SMITH AND DANA WEISS 1994 CHILDREN’S TRUST f/b/o RYAN A. SMITH U/D/T dated
  12/1/94

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana A. Weiss

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  A. Weiss, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  4,741

  	
   

  	
  ROBERT
  SMITH AND DANA WEISS 1994 CHILDREN’S TRUST f/b/o JACKSON A. SMITH U/D/T dated
  12/1/94

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana A. Weiss

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  A. Weiss, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  36,594

  	
   

  	
  DEBRA
  SMITH KNEZ GRANTOR RETAINED ANNUITY TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Debra Smith Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Debra
  Smith Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Brian J. Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Brian
  J. Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  23,803

  	
   

  	
  DEBRA
  SMITH KNEZ 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o JESSICA M. KNEZ

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Brian J. Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Brian
  J. Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  23,802

  	
   

  	
  DEBRA
  SMITH KNEZ 1998 GRANTOR RETAINED ANNUITY TRUST f/b/o ANDREW P. KNEZ

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Brian J. Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Brian
  J. Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  6,199

  	
   

  	
  DEBRA
  AND BRIAN KNEZ 1988 CHILDREN’S TRUST f/b/o JESSICA M. KNEZ U/D/T dated
  11/1/88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Brian J. Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Brian
  J. Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  6,199

  	
   

  	
  DEBRA
  AND BRIAN KNEZ 1988 CHILDREN’S TRUST f/b/o ANDREW P. KNEZ U/D/T dated 11/1/88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Brian J. Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Brian
  J. Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B 

  	
   

  	
  974,134

  	
   

  	
  TRUST
  U/W/O PHILIP SMITH f/b/o RICHARD A. SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/Nancy
  L. Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  L. Marks, as Trustee and not Individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually 

  






 

















 




	
  Class B 

  	
   

  	
  974,134

  	
   

  	
  TRUST
  U/W/O PHILIP SMITH f/b/o NANCY L. MARKS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy L. Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  L. Marks, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  183,793

  	
   

  	
  C-J-P
  TRUST f/b/o CATHY LURIE U/I/T dated 12/10/73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Cathy J. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
  Cathy
  J. Lurie, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  183,793

  	
   

  	
  C-J-P
  TRUST f/b/o PETER LURIE U/I/T dated 12/10/73

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Cathy J. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
  Cathy
  J. Lurie, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  24,104

  	
   

  	
  RICHARD
  A. SMITH 1976 TRUST f/b/o AMY SMITH BERYLSON U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith a/k/a Susan M. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  48,208

  	
   

  	
  RICHARD
  A. SMITH 1976 TRUST f/b/o DEBRA SMITH KNEZ U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith_

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith a/k/a Susan M. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  48,208

  	
   

  	
  RICHARD
  A. SMITH 1976 TRUST f/b/o ROBERT A. SMITH U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith a/k/a Susan M. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  12,052

  	
   

  	
  MARIAN
  SMITH D-R-A 1976 TRUST f/b/o AMY SMITH BERYLSON U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith a/k/a Susan M. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  24,104

  	
   

  	
  MARIAN
  SMITH D-R-A 1976 TRUST f/b/o DEBRA SMITH KNEZ U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith a/k/a Susan M. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  24,104

  	
   

  	
  MARIAN
  SMITH D-R-A 1976 TRUST f/b/o ROBERT A. SMITH U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith a/k/a Susan M. Smith, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  96,416

  	
   

  	
  NANCY
  LURIE MARKS 1976 TRUST f/b/o CATHY J. LURIE U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Darline M. Lewis

  
	
   

  	
   

  	
   

  	
   

  	
  Darline
  M. Lewis, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  96,416

  	
   

  	
  NANCY
  LURIE MARKS 1976 TRUST f/b/o PETER A. LURIE U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Darline M. Lewis

  
	
   

  	
   

  	
   

  	
   

  	
  Darline
  M. Lewis, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  48,208

  	
   

  	
  MARIAN
  SMITH J-C-P 1976 TRUST f/b/o CATHY J. LURIE U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy Lurie Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  Lurie Marks, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  48,208

  	
   

  	
  MARIAN
  SMITH J-C-P 1976 TRUST f/b/o PETER A. LURIE U/D/T dated 12/16/76

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy Lurie Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  Lurie Marks, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  20,058

  	
   

  	
  RICHARD
  A. SMITH FAMILY TRUST U/W/O MARIAN J. SMITH f/b/o DEBRA SMITH KNEZ

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy L. Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  L. Marks, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  30,074

  	
   

  	
  PETER
  A. LURIE TRUST U/W/O MARIAN J. SMITH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy L. Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  L. Marks, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  10,388

  	
   

  	
  A-D-R
  CHARITABLE FOUNDATION AND TRUST U/D/T dated 11/1/68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith a/k/a Susan M. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  59,669

  	
   

  	
  MORRIS
  J. LURIE FAMILY TRUST U/I/T dated 4/15/58 f/b/o CATHY J. LURIE, ET AL?

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy L. Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  L. Marks, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  59,669

  	
   

  	
  MORRIS
  J. LURIE FAMILY TRUST U/I/T dated 4/15/58 f/b/o PETER A. LURIE, ET AL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy L. Marks_

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  L. Marks, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  48,208

  	
   

  	
  AMY
  SMITH BERYLSON 1978 INSURANCE TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Amy Smith Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  Amy
  Smith Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  48,208

  	
   

  	
  ROBERT
  A. SMITH 1978 INSURANCE TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  48,208

  	
   

  	
  DEBRA
  SMITH KNEZ 1978 INSURANCE TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Debra Smith Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Debra
  Smith Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Mark D. Balk

  
	
   

  	
   

  	
   

  	
   

  	
  Mark
  D. Balk, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  4,000

  	
   

  	
  RICHARD
  AND SUSAN SMITH FAMILY FOUNDATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  6,500

  	
   

  	
  RICHARD
  AND SUSAN SMITH 1990 CHARITABLE TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Susan F. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Susan
  F. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Richard A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Richard
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  31,000

  	
   

  	
  NANCY
  LURIE MARKS FAMILY FOUNDATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Nancy Lurie Marks

  
	
   

  	
   

  	
   

  	
   

  	
  Nancy
  Lurie Marks, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  7,809

  	
   

  	
  C.J.L.
  CHARITABLE FOUNDATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Cathy J. Lurie

  
	
   

  	
   

  	
   

  	
   

  	
  Cathy
  J. Lurie, as Trustee and not individually

  






 

















 




	
  Class B

  	
   

  	
  15,500

  	
   

  	
  AMY
  SMITH AND JOHN G. BERYLSON CHARITABLE FOUNDATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Amy Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Amy
  Smith Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  31,000

  	
   

  	
  ROBERT
  AND DANA SMITH CHARITABLE FOUNDATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana Weiss Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  Weiss Smith, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  31,000

  	
   

  	
  KNEZ
  FAMILY CHARITABLE FOUNDATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Debra Smith Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Debra
  Smith Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Brian J. Knez

  
	
   

  	
   

  	
   

  	
   

  	
  Brian
  J. Knez, as Trustee and not individually

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  6,686

  	
   

  	
  /s/
  Amy Smith Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  Amy
  Smith Berylson, as Guardian of James T. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Guardian of James T. Berylson

  






 

















 




	
  Class B

  	
   

  	
  6,686

  	
   

  	
  /s/
  Amy Smith Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  Amy
  Smith Berylson, as Guardian of Elizabeth S. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  John G. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
  John
  G. Berylson, as Guardian of Elizabeth S. Berylson

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  6,686

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith, as Guardian of Madeleine W. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana Weiss Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  Weiss Smith, as Guardian of Madeleine W. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  6,686

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith, as Guardian of Ryan A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana Weiss Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  Weiss Smith, as Guardian of Ryan A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B

  	
   

  	
  6,686

  	
   

  	
  /s/
  Robert A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Robert
  A. Smith, as Guardian of Jackson A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/
  Dana Weiss Smith

  
	
   

  	
   

  	
   

  	
   

  	
  Dana
  Weiss Smith, as Guardian of Jackson A. Smith

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL CLASS B:

  	
   

  	
  6,038,586

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL CLASS A:

  	
   

  	
  16,471