Exhibit 10.1


 





STOCK PURCHASE AGREEMENT


 


STOCK PURCHASE AGREEMENT
(the “Agreement”), dated as of July 5, 2016, by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation
(the “Company”) and the persons listed on Schedule I hereto (collectively, the “Sellers”).


 


R E C I T A L S


 


WHEREAS, the Company
intends, but has not made any public announcement of such intention, to conduct a public modified Dutch auction self-tender offer
for up to $300 million in consideration (the “Total Consideration”) of shares of its Class A common stock, par
value $0.001 per share (“Class A Common Stock”), at prices ranging from $66.00 to $72.50 per share (the “Price
Range”), subject to the other terms and conditions thereof which shall be determined by the Company’s Board of
Directors (or a designated committee thereof) (the “Board of Directors” and such offer, as it may be adopted
or amended from time to time, the “Tender Offer”);


 


WHEREAS, as of the
date hereof, the Sellers beneficially own (within the meaning of Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended
(“Rule 13d-3(d)”) or “Beneficially Own”), in the aggregate, 14,264,058 shares of the Class A Common Stock
(including, in the aggregate, 13,085,282 shares of the Company’s Class B common stock, par value $0.001 per share (“Class
B Common Stock”) that are immediately convertible on a one-for-one basis into shares of Class A Common Stock), representing
in the aggregate Beneficial Ownership of approximately 23.16% of the outstanding shares of Class A Common Stock as of July 1, 2016
(as determined in accordance with Rule 13d-3(d));


 


WHEREAS, upon the request
of the Company, in order to maximize liquidity for other shareholders, not impact the purchase price received by shareholders participating
in the Tender Offer and provide full transparency and certainty regarding the Sellers’ participation in the Company’s
stock repurchase program, each Seller has determined not to exercise such Seller’s respective right to tender any of such
Seller’s shares of Class A Common Stock (either owned as of the date hereof or issuable upon conversion of shares of Class
B Common Stock or upon the exercise of currently exercisable options), either owned directly or by such Seller’s Entities
(as hereinafter defined) pursuant to the Tender Offer;


 


WHEREAS, in connection
with this Agreement, the Company has offered each Seller the opportunity to participate on a pro rata basis in the sales by the
Sellers (and each such Seller’s Entities) contemplated by this Agreement and offered to Sellers who expressed a desire to
participate fully in this Agreement the opportunity to participate on a greater than pro rata basis in relation to Sellers who
have determined to participate on a less than pro rata basis, such that the Sellers in the aggregate have individually agreed to
participate in this Agreement on the basis set forth in this Agreement; and


 


WHEREAS, the Company
wishes to purchase from the Sellers severally, and the Sellers severally wish to sell to the Company, each such Seller’s
Shares (as hereinafter defined), on the terms and subject to the conditions set forth in this Agreement.


 






     


     


    

 


NOW THEREFORE, in consideration
of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Sellers hereby severally agree with the Company and the Company agrees with each Seller as follows:


 


section
1

PURCHASE AND SALE OF THE SHARES; THE CLOSING


 


1.1             
Purchase and Sale of Class A Common Stock. Subject to the completion of the Tender Offer and the other terms
and conditions of this Agreement, and on the basis of the representations, warranties and covenants set forth herein, each Seller
severally agrees to sell to the Company and, as applicable, cause to be sold to the Company by trusts or other entities on whose
behalf such Seller acts (as identified in Schedule I hereto and referred to in this Agreement as “such Seller’s
Entities”), and the Company agrees to purchase from each Seller and, as applicable, such Seller’s Entities, such
aggregate number of shares (“such Seller’s Shares” and the aggregate of such Seller’s Shares for
all Sellers, the “Shares”) of Class A Common Stock (rounded to the nearest whole number of shares) equal to
such Seller’s percentage participation (“Percentage Participation”) as set forth next to such Seller’s
name on Schedule I hereto, multiplied by the product of (i) 14,264,058 and (ii) a fraction, the numerator of which is the
aggregate number of shares of Class A Common Stock purchased by the Company in the Tender Offer and the denominator of which is
47,313,055 (representing the outstanding shares of Class A Common Stock owned by all shareholders of the Company other than the
Sellers and each such Seller’s Entities, as of July 1, 2016). Each Seller may allocate among such Seller and, as applicable,
such Seller’s Entities, the number of such Seller’s Shares to be sold by such Seller and, as applicable, such Seller’s
Entities.


 


1.2             
Purchase Price. The per share purchase price (“Per Share Purchase Price”) for the Shares
shall be equal to the price per share paid by the Company for the shares of Class A Common Stock tendered by the holders of Class
A Common Stock in the Tender Offer. The purchase price (“Purchase Price”) for each Seller and, as applicable,
each of such Seller’s Entities shall equal the Per Share Purchase Price specified in Section 1.2 multiplied by the number
of such Seller’s Shares purchased by the Company from each such Seller and, as applicable, each of such Seller’s Entities
pursuant to Section 1.1 of this Agreement.


 


1.3             
The Closing. Subject to the terms and conditions hereof, the purchase and sale of the Shares contemplated
by this Agreement (the “Closing”) will take place at the offices of Curtis, Mallet-Prevost, Colt & Mosle
LLP, 101 Park Avenue, New York, New York 10178 at 10:00 a.m., New York City time on the eleventh business day following the expiration
date of the Tender Offer, or at such other later date or place as the parties shall mutually agree. At the Closing, (a) each Seller
and, as applicable, each of such Seller’s Entities, will deliver to the Company the number of such Seller’s Shares
to be purchased by the Company (such delivery to be made in such form as reasonably determined by the Company as necessary to effect
the transfer of such Shares), and (b) the Company shall deliver the Purchase Price to each Seller and, as applicable, each of such
Seller’s Entities by wire transfer of immediately available funds to one or more accounts specified by each respective Seller
at least one business day prior to the Closing.


 






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section
2

REPRESENTATIONS AND WARRANTIES OF SELLERS


 


In order to induce
the Company to enter into this Agreement, each Seller, severally and not jointly, hereby represents and warrants to the Company
as follows:


 


2.1             
Ownership of Shares. As of the date of this Agreement, such Seller Beneficially Owns the number of shares
of Class A and Class B Common Stock set forth opposite such Seller’s name on Schedule I hereto. At the Closing, such
Seller and, as applicable, such Seller’s Entities shall own the number of such Seller’s Shares to be sold to the Company
by such Seller and, as applicable, such Seller’s Entities and such Seller’s Shares, when delivered by such Seller and,
as applicable, by such Seller’s Entities to the Company, shall be free and clear of any liens, claims or encumbrances, including
rights of first refusal and similar claims, except for restrictions of applicable state and federal securities laws. There are
no restrictions on the transfer of such Seller’s Shares to be sold to the Company by such Seller and, as applicable, such
Seller’s Entities imposed by any shareholder or similar agreement or any law, regulation or order, other than applicable
state and federal securities laws, other than restrictions that currently apply to the transfer of shares of Class B Common Stock
as set forth in the Company’s Certificate of Incorporation.


 


2.2             
Authorization. Such Seller has full right, power and authority to execute, deliver and perform this Agreement
and to sell, assign and deliver or cause to be sold, assigned and delivered such Seller’s Shares to be sold by such Seller
and, as applicable, such Seller’s Entities to the Company. This Agreement is the legal, valid and, assuming due execution
and delivery by the Company, binding obligation of such Seller, enforceable in accordance with its terms, except to the extent
that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws, now or hereafter in effect, relating to or affecting the rights of creditors or creditors’ rights generally or by general
principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).


 


2.3             
No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby by such Seller (a) will not constitute a breach or violation of or default under any judgment,
decree or order or any agreement or instrument of such Seller or such Seller’s Entities, or to which any of such Seller or
such Seller’s Entities is subject, (b) will not result in the creation or imposition of any lien upon the Shares to be sold
by such Seller or such Seller’s Entities, and (c) will not require the consent of or notice to any governmental entity or
any party to any contract, agreement or arrangement with any of such Seller or such Seller’s Entities.


 


2.4             
U.S. Persons. Such Seller is a U.S. person for U.S. federal income tax purposes.


 






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section
3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


In order to induce
the Sellers to enter into this Agreement, the Company hereby represents and warrants as follows:


 


3.1             
Organization and Corporate Power; Authorization. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of New York. The Company has the requisite power and authority to execute, deliver
and perform this Agreement and to acquire the Shares. As of the Closing, the Company will have sufficient capital to purchase the
Shares hereunder. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby have been approved by a majority of the disinterested directors on the Board of Directors and have been otherwise
duly authorized by all requisite action on the part of the Company. This Agreement and any other agreements, instruments, or documents
entered into by the Company pursuant to this Agreement have been duly executed and delivered by the Company and are the legal,
valid and, assuming due execution by the other parties hereto, binding obligations of the Company, enforceable against the Company
in accordance with their terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors
or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in
a proceeding at law or in equity).


 


3.2             
Capital Stock. The authorized capital stock of the Company consists of (a) 100,000,000 shares of Class A Common
Stock, of which 48,374,634 shares were issued and outstanding as of July 1, 2016 and (b) 50,000,000 shares of Class B Common Stock,
of which 13,085,282 shares were issued and outstanding as of July 1, 2016.


 


3.3             
No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby by the Company (a) will not constitute a breach or violation of or default under any judgment,
decree or order or any agreement or instrument of the Company or to which the Company is subject, and (b) will not require the
consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with the Company.


 


section
4

CONDITIONS TO THE COMPANY’S OBLIGATIONS


 


The obligations of
the Company under Section 1 to purchase the Shares at the Closing from each Seller and, as applicable, each of such Seller’s
Entities are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Company in accordance
with Section 8.9:


 


4.1             
Representations and Warranties. The representations and warranties of such Seller contained in Section 2 shall
be true and correct in all material respects on and as of the date of the Closing with the same effect as though such representations
and warranties had been made on and as of the date of the Closing.


 


4.2             
Performance. Such Seller shall have performed and complied in all material respects with all agreements, obligations,
and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the
Closing.


 






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4.3             
Tender Offer. The expiration of the Tender Offer shall have occurred and the Company shall have purchased
shares of Class A Common Stock pursuant thereto in accordance with the terms thereof.


 


4.4             
Delivery of Shares. Such Seller and, as applicable, such Seller’s Entities shall have delivered all
of such Seller’s Shares to be sold by such Seller and, as applicable, by such Seller’s Entities at the Closing, free
and clear of any liens, claims or encumbrances, along with all documents or other instruments necessary for a valid transfer.


 


4.5             
Further Assurances. No governmental authority shall have advised or notified the Company that the consummation
of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification
or advice shall not have been withdrawn after the exhaustion of the Company’s good faith efforts to cause such withdrawal.


 


section
5

CONDITIONS TO SELLERS’ OBLIGATIONS


 


The obligations of
each Seller under Section 1 to sell or cause to be sold such Seller’s Shares at the Closing are subject to the fulfillment
as of the Closing of each of the following conditions unless waived by such Seller in accordance with Section 8.9:


 


5.1             
Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall
be true and correct in all material respects as of the date of the Closing with the same effect as though such representations
and warranties had been made on and as of the date of the Closing.


 


5.2             
Performance. The Company shall have performed and complied in all material respects with all agreements, obligations
and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the
Closing.


 


5.3             
Tender Offer. (a) The expiration of the Tender Offer shall have occurred and (b) the Company shall have purchased
shares of Class A Common Stock pursuant thereto in accordance with the terms thereof.


 


5.4             
Further Assurances. No governmental authority shall have advised or notified such Seller that the consummation
of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification
or advice shall not have been withdrawn after the exhaustion of such Seller’s good faith efforts to cause such withdrawal.


 


section
6

COVENANTS


 


6.1             
No Purchase of Class A Common Stock. Until eleven business days following the expiration date of the Tender
Offer, each Seller agrees that such Seller and such Seller’s affiliates (including such Seller’s Entities) will not,
directly or indirectly, purchase any shares of Class A Common Stock.


 






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6.2             
No Sale of Class A Common Stock or Class B Common Stock. Each Seller agrees that such Seller and such Seller’s
affiliates (including such Seller’s Entities) will not, directly or indirectly, tender any shares of Class A Common Stock
in the Tender Offer, or, from the date hereof until the first trading day after the Company publicly announces the final results
of the Tender Offer, sell any shares of Class A Common Stock, including shares issuable upon the conversion of shares of Class
B Common Stock or upon the exercise of currently exercisable options, or during such period, sell any shares of Class B Common
Stock.


 


6.3             
Tender Offer; Final Results. The Company shall not reduce the Price Range or the Total Consideration in the
Tender Offer without the prior written consent of Sellers whose Percentage Participations in the aggregate represent greater than
50% of the Sellers’ Percentage Participations. The Company shall advise Sellers of the final results of the Tender Offer,
including the number of shares purchased by the Company in the Tender Offer and the per share price paid in the Tender Offer.


 


6.4             
Conversion of Class B Common Stock. Each Seller agrees to convert or cause such Seller’s Entities to
convert such number of shares of Class B Common Stock (“Converted Class A Common”) as may be necessary so that
such Seller and, as applicable, such Seller’s Entities may sell such Seller’s Shares at the Closing. As between shares
of Class A Common Stock owned by a Seller and such Seller’s Entities as of the date hereof and shares of Converted Class
A Common, such Seller and such Seller’s Entities shall sell such shares of Class A Common Stock and Converted Class A Common
in proportion to the shares of Class A Common Stock and Class B Common Stock that such Seller and such Seller’s Entities
own as of the date hereof, provided that such Seller may sell or cause to be sold a greater number of shares of Converted Class
A Common than such proportion.


 


6.5             
Closing Conditions. Each Seller and the Company shall use their commercially reasonable efforts to ensure
that each of the conditions to Closing is satisfied.


 


6.6             
Withholding. The Purchase Price shall be paid to each Seller and, as applicable, such Seller’s Entities
subject to any and all U.S. federal, state, local or foreign income, backup withholding or withholding taxes unless such Seller
or, as applicable, such Seller’s Entities provide a properly completed and executed Internal Revenue Service Form W-9 which
certifies the Seller’s or such Seller’s Entity’s U.S. person status and taxpayer identification number.


 


section
7

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; LIMITATION ON LIABILITY


 


7.1             
Survival. All representations and warranties hereunder shall survive the Closing except that the representations
and warranties in Sections 2.3 and 3.3 shall only survive the Closing until the second anniversary of the Closing.


 


7.2             
Limitation on Liability. Notwithstanding the foregoing, in no event shall any Seller’s liability for
breach of the representations, warranties and covenants exceed the Purchase Price to be paid by the Company to such Seller and
such Seller’s Entities. The obligations of each Seller under this Agreement are several and not joint and no Seller shall
have any liability hereunder for the breach of the representations, warranties and covenants of any other Seller hereunder.


 






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section
8

MISCELLANEOUS


 


8.1             
Adjustments. Wherever a particular number is specified herein, including, without limitation, number of shares
or price per share, such number shall be adjusted to reflect any stock dividends, stock-splits, reverse stock-splits, combinations
or other reclassifications of stock or any similar transactions and appropriate adjustments shall be made with respect to the relevant
provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations
of the Company and the Sellers under this Agreement.


 


8.2             
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors and assigns of the parties hereto.


 


8.3             
Entire Agreement; Amendment. This Agreement contains all the terms agreed upon among the parties with respect
to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written with
respect to such subject matter. Neither this Agreement nor any provision hereof may be amended, changed or waived other than by
a written instrument signed by the party against who enforcement of any such amendment, change or waiver is sought.


 


8.4             
Cooperation. The Company and the Sellers shall, from and after the date hereof, cooperate in a reasonable
manner to effect the purposes of this Agreement.


 


8.5             
Termination. The Company or any Seller may terminate this Agreement if (a) the Tender Offer is not commenced
by July 21, 2016, (b) the Tender Offer is terminated without the purchase of any shares of Class A Common Stock or (c) if the Tender
Offer is not consummated by September 16, 2016; provided that the Company may not terminate this Agreement under this clause (c)
unless the Tender Offer is terminated. Upon termination of this Agreement pursuant to this Section 8.5, none of the parties hereto
shall have any liability hereunder except for breaches of such party’s representations, warranties or covenants occurring
prior to the date of such termination.


 


8.6             
Notices. All notices and all other communications hereunder shall be in writing and shall be deemed given
if delivered personally or sent by registered or certified mail, postage prepaid (return receipt requested), sent by facsimile
(receipt of which is confirmed) or sent by a nationally recognized overnight courier (receipt of which is confirmed) to a party
at the following addresses (or at such other address for a party as shall be specified by like notice):


 


If to the Sellers: as set forth in the stock register of the
Company.


 






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If to the Company:


 


MSC Industrial Direct Co., Inc.

75 Maxess Road

Melville, New York 11747

Attn: General Counsel

Facsimile: (516) 812-1175


 


Each such notice or
other communication shall be effective at the time of receipt if delivered personally or sent by facsimile (with receipt confirmed)
or nationally recognized overnight courier (with receipt confirmed), or three (3) business days after being mailed, registered
or certified mail, postage prepaid, return receipt requested.


 


8.7             
Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.


 


8.8             
GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or other legal proceeding relating to this Agreement or the enforcement
of any provision of this Agreement will be brought or otherwise commenced in any state or federal court sitting in the Borough
of Manhattan of the City of New York. Each party hereto agrees to the entry of an order to enforce any resolution, settlement,
order or award made pursuant to this Section 8.8 by the state and federal courts sitting in the Borough of Manhattan of the City
of New York and in connection therewith hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise,
in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that
its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum,
that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be
enforced in or by any of the above-named courts.


 


8.9             
Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing
to any party upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy, nor
shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach
or default under this Agreement, or any waiver of any provisions or conditions of this Agreement must be in writing and shall be
effective only to the extent specifically set forth in writing, and that all remedies, either under this Agreement, by law or otherwise,
shall be cumulative and not alternative.


 


8.10         
Consents. Any permission, consent, or approval of any kind or character under this Agreement shall be in writing
and shall be effective only to the extent specifically set forth in such writing.


 






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8.11         
Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision
of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction
or injunctions to prevent or cure breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement
in addition to any other remedy to which they are entitled at law or in equity, and any party sued for breach of this Agreement
expressly waives any defense that a remedy in damages would be adequate.


 


8.12         
Payment of Fees and Expenses. Each party shall be responsible for paying its own fees, costs and expenses
in connection with this Agreement and the transactions herein contemplated.


 


8.13         
Construction of Agreement. No provision of this Agreement shall be construed against either party as the drafter
thereof. The titles of the Sections of this Agreement are for convenience of reference only and in no way define, limit, extend,
or describe the scope of this Agreement or the intent of any of its provisions.


 


8.14         
Counterparts. This Agreement may be executed in any number of counterparts, including via facsimile, each
of which shall be an original, but all of which together shall constitute one instrument.


 


 


[Signatures follow on next page]


  




    - 9 - 


     


    

 


 


IN WITNESS WHEREOF,
the parties have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first written above.


 


	 	MSC INDUSTRIAL DIRECT CO., INC.
	 	 	 
	 	By:	
        /s/ Steve Armstrong

	 	Name: 	Steve Armstrong
	 	Title:	Senior Vice President, General Counsel and Corporate Secretary
	 	 	 
	 	 
	 	 	 
	 	
        /s/ Mitchell Jacobson

	 	Mitchell Jacobson
	 	 	 
	 	 	 
	 	
        /s/ Marjorie Gershwind Fiverson

	 	Marjorie Gershwind Fiverson
	 	 	 
	 	 	 
	 	
        /s/ Erik Gershwind

	 	Erik Gershwind
	 	 	 
	 	 	 
	 	
        /s/ Stacey Bennett

	 	Stacey Bennett
	 	 	 
	 	 	 
	 	
        /s/ Harlan B. Korenvaes

	 	Harlan B. Korenvaes


  


 





[Purchase Agreement]







 




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Schedule I


 


	Name of Seller 	Number of Shares of

Class A Common Stock

Beneficially Owned(1)	Number of Shares of

Class B Common Stock

Beneficially Owned	Percentage

Participation
	 	 	 	 
	Mitchell Jacobson	348,553(2)	7,836,579(3)	61.8
	 	 	 	 
	Marjorie Gershwind Fiverson	1,127(4)	2,455,612(5)	26.2
	 	 	 	 
	Erik Gershwind	136,060(6)	1,272,458(7)	6.0
	 	 	 	 
	Stacey Bennett	─(8)	1,012,833(9)	6.0
	 	 	 	 
	Harlan B. Korenvaes	693,036(10)	507,800(11)	0





 


(1) Excludes Class B Common Stock.


 


(2) Includes 123,057 shares held by a family
charitable foundation, of which Mr. Jacobson is a director, and 107,829 shares held by a trust, of which Mr. Jacobson is the settlor
and Mr. Jacobson’s spouse is a co-trustee. Inclusion of shares held by the trust shall not be deemed to be an admission of
Beneficial Ownership other than to the extent of Mr. Jacobson’s pecuniary interest.


 


(3) Includes 1,121,613 shares held by grantor
retained annuity trusts, of which Mr. Jacobson is the settlor, sole annuitant and trustee and 2,129,108 shares held by trusts,
of which Mr. Jacobson is the settlor and Mr. Jacobson’s spouse is a co-trustee. Inclusion of shares held by the trusts shall
not be deemed to be an admission of Beneficial Ownership other than to the extent of Mr. Jacobson’s pecuniary interest.


 


(4) Includes 1,127 shares held by a family
charitable foundation, of which Ms. Gershwind Fiverson is a director. Excludes 650,000 shares held by limited liability companies
of which Ms. Gershwind Fiverson is a member and which shares are included for Mr. Korenvaes and as to which shares Ms. Gershwind
Fiverson disclaims beneficial ownership.


 


(5) Includes 1,044,251 shares held by grantor
retained annuity trusts, of which Ms. Gershwind Fiverson is the settlor, sole annuitant and trustee. Inclusion of shares held by
the trusts shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Ms. Gershwind Fiverson’s
pecuniary interest.


 


(6) Includes 117,197 shares issuable upon
the exercise of currently exercisable stock options and 14,754 unvested restricted shares. Excludes 1,127 shares held by a family
charitable foundation, of which Mr. Gershwind is a director and which shares are included for Ms. Gershwind Fiverson. Also excludes
650,000 shares held by limited liability companies of which Mr. Gershwind is a member and which shares are included for Mr. Korenvaes
and as to which shares Mr. Gershwind disclaims beneficial ownership.


 


(7) Includes 459,623 shares held by grantor
retained annuity trusts, of which Mr. Gershwind is the settlor, sole annuitant and trustee, 170,778 shares held by a trust of which
Mr. Gershwind is a co-trustee and beneficiary, and 18,280 shares held by a trust of which Mr. Gershwind is a trustee. Inclusion
of shares held by the trusts shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Mr. Gershwind’s
pecuniary interest.


 


(8) Excludes 123,057 shares held by a family
charitable foundation, of which Ms. Bennett is a director and which shares are included for Mr. Jacobson and 1,127 shares held
by a second family charitable foundation, of which Ms. Bennett is a director and which shares are included for Ms. Gershwind Fiverson.
Also excludes 650,000 shares held by limited liability companies of which Ms. Bennett is a member and which shares are included
for Mr. Korenvaes and as to which shares Ms. Bennett disclaims beneficial ownership.


 






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(9) Includes 459,623 shares held by grantor
retained annuity trusts, of which Ms. Bennett is the settlor, sole annuitant and trustee, 170,778 shares held by a trust of which
Ms. Bennett is a co-trustee and beneficiary, and 18,280 shares held by a trust of which Ms. Bennett is a trustee. Inclusion of
shares held by the trusts shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Ms. Bennett’s
pecuniary interest.


 


(10) Includes 43,036 shares held by a trust
of which Mr. Korenvaes is a trustee and 650,000 shares held by limited liability companies of which Mr. Korenvaes is the manager
and each of Ms. Gershwind Fiverson, Mr. Gershwind and Ms. Bennett are members. Inclusion of shares held by the trust and the limited
liability companies shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Mr. Korenvaes’
pecuniary interest.


 


(11) Includes 507,800 shares held by a
trust of which Mr. Korenvaes is a trustee. Inclusion of shares held by the trust shall not be deemed to be an admission of Beneficial
Ownership other than to the extent of Mr. Korenvaes’ pecuniary interest.


 



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