**EXHIBIT 10.39**

 

**STOCKHOLDERAGREEMENT**

 

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

 

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

 

WHEREAS, as of May 1, 2005 the Stockholdersowned of record and beneficially an aggregate of 6,055,057 shares (and eachStockholder owned the number of such shares set forth beside such Stockholder’sname on the signature page hereto) of Class A Common Stock and Class BCommon Stock (such Class A Common Stock and Class B Stock, togetherwith any other Class A Common Stock, Class B Common Stock or Class CCommon Stock acquired by any Stockholder by purchase or otherwise, in each casefrom May 1, 2005 through the term of this Agreement, are collectivelyreferred to herein as the Stockholders’ “Subject Shares”).

 

WHEREAS, as a condition and inducement to Parent’sand Merger Sub’s willingness to enter into the Merger Agreement, Parent hasrequested 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     VotingAgreement. a) Each Stockholder hereby agrees to vote all Subject Sharesthat such Stockholder is entitled to vote at the time of any vote, to approveand adopt the Merger Agreement and the Merger, at any meeting of thestockholders of the Company, and at any adjournment thereof, at which theMerger Agreement (or any amended version thereof) and the Merger are submittedfor the consideration and vote of the stockholders of the Company.

 

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(b)     Each Stockholderhereby agrees that it shall vote its Subject Shares against, and shall notprovide consents to, the approval of (i) any Acquisition Proposal, (ii) anyextraordinary dividend or distribution by the Company or any subsidiary, (iii) anychange in the capital structure of the Company or any subsidiary (other than pursuantto the Merger Agreement) and (iv) any other action that would reasonablybe expected to, in any material respect, prevent, impede, interfere with,delay, postpone, frustrate the purposes of or attempt to discourage thetransactions contemplated by the Merger Agreement.

 

(c)     Each Stockholderhereby agrees that any agreements among the Stockholders or any of them(including the Smith/Lurie/Marks Family Stockholders’ Agreement Re: The NeimanMarcus Group, Inc., dated September 1, 1999, among the Stockholders(the “Stockholders’ Agreement”)) which could be construed to limit theirrespective rights to enter into this Agreement or perform hereunder are amendedto the full extent necessary to assure that entering into this Agreement andperformance hereunder are permitted under each such agreement without breachthereof.

 

Section 1.2     IrrevocableProxy. Each Stockholder hereby irrevocably and unconditionally revokes anyand all previous proxies granted with respect to its Subject Shares. Byentering into this Agreement, each Stockholder hereby irrevocably andunconditionally grants a proxy appointing Parent as such Stockholder’sattorney-in-fact and proxy, with full power of substitution, for and in suchStockholder’s name, to vote, express, consent or dissent, or otherwise toutilize such voting power in the manner contemplated by Section 1.1 asParent or its proxy or substitute shall, in Parent’s sole discretion, deemproper with respect to such Stockholder’s Subject Shares. The proxy granted bysuch Stockholder pursuant to this Article 1 is coupled with an interestand is irrevocable and is granted in consideration of Parent and Merger Subentering into this Agreement and the Merger Agreement and incurring certainrelated fees and expenses. Each Stockholder shall perform such further acts andexecute such further documents as may be required to vest in Parent the solepower to vote such Stockholder’s Subject Shares. Notwithstanding the foregoing,the proxy granted by each Stockholder shall be revoked upon termination of thisAgreement in accordance with its terms.

 

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OFSTOCKHOLDERS

 

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 andperformance by such Stockholder of this Agreement and the consummation by suchStockholder of the transactions contemplated hereby are within the corporate orsimilar powers of Stockholder and have been duly authorized by all necessarycorporate

 

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orsimilar action. This Agreement constitutes a valid and binding agreement ofsuch Stockholder.

 

(b)     If such Stockholderis married and the Subject Shares set forth on the signature page heretoopposite such Stockholder’s name constitute community property under applicablelaws, this Agreement has been duly authorized, executed and delivered by, andconstitutes the valid and binding agreement of, such Stockholder’s spouse. Ifthis Agreement is being executed in a representative or fiduciary capacity, thePerson signing this Agreement has full power and authority to enter into andperform this Agreement.

 

Section 2.2     Non-Contravention.The execution, delivery and performance by such Stockholder of this Agreementand the consummation by such Stockholder of the transactions contemplatedhereby do not and shall not (i) if such Stockholder is not an individual,violate any organizational documents of such Stockholder, (ii) violate anyapplicable law, rule, regulation, judgment, injunction, order or decree, (iii) requireany consent or other action by any Person under, constitute a default under, orgive rise to any right of termination, cancellation or acceleration or to aloss of any benefit to which such Stockholder is entitled under any provisionof any agreement or other instrument binding on such Stockholder, (iv) resultin the imposition of any Lien on any asset of Stockholder or (v) violateany other agreement, arrangement or instrument to which such Stockholder is aparty or by which such Stockholder (or any of its assets) is bound.

 

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

 

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

 

Section 2.5     Finder’sFees. No investment banker, broker, finder or other intermediary isentitled to a fee or commission from Parent, Merger Sub or the Company inrespect of this Agreement based upon any arrangement or agreement made by or onbehalf of such Stockholder.

 

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Section 2.6     Relianceby Parent and Merger Sub. Such Stockholder understands and acknowledgesthat Parent and Merger Sub are entering into the Merger Agreement in relianceupon such Stockholder’s execution and delivery of this Agreement.

 

ARTICLE 3

COVENANTS OF STOCKHOLDERS

 

Each Stockholder hereby covenants and agrees that:

 

Section 3.1     NoInterference; No Transfers. Except pursuant to the terms of this Agreement,such Stockholder shall not, without the prior written consent of Parent orMerger Sub, directly or indirectly, (i) grant any proxies or enter intoany voting trust or other agreement or arrangement with respect to the votingof any Subject Shares in a manner inconsistent with the terms of thisAgreement, (ii) voluntarily take any action that would or is reasonablylikely to (A) make any representation or warranty contained herein untrueor incorrect in any material respect or (B) have the effect in anymaterial respect of preventing such Stockholder from performing its obligationsunder this Agreement or (iii) voluntarily sell, assign, transfer, encumberor otherwise dispose of, or enter into any contract, option or otherarrangement or understanding with respect to the direct or indirect sale,assignment, transfer, encumbrance or other disposition of, any Subject Sharesduring the term of this Agreement except for transfers (A) to any personor entity who is subject to this Agreement or who becomes bound hereby as aStockholder by operation of law or by becoming party to and being bound by theterms of this Agreement as a Stockholder incident to such transfer or (B) tocharitable organizations, provided such shares constitute, in the aggregate(including all shares so transferred to charitable organizations by allStockholders from the date hereof), not more than****250,000****sharesof the outstanding Class A Common Stock and Class B Common Stock (the“Cap”), and provided further that any shares transferred to any charitableorganization on the terms and conditions of clause (iii)(A) above shallnot 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 ordisposition of record or beneficial ownership, or both and (ii) a shortsale with respect to Common Stock or substantially identical property, enteringinto or acquiring an offsetting derivative contract with respect to CommonStock or substantially identical property, entering into or acquiring a futuresor forward contract to deliver Common Stock or substantially identical propertyor entering into any transaction that has the same effect as any of theforegoing.

 

Section 3.2     OtherTransactions. Such Stockholder shall not, directly or indirectly, (i) takeany action to solicit or initiate any Acquisition Proposal or (ii) engagein negotiations with, or disclose any nonpublic information relating to theCompany or any of its subsidiaries or afford access to the properties, books orrecords of the Company or any of its subsidiaries to, any Person that may beconsidering making, or has made, an Acquisition Proposal or has agreed toendorse an Acquisition Proposal. Such Stockholder shall promptly notify Parentand Merger Sub after receipt of an Acquisition Proposal or any request fornonpublic information relating to the Company or any of its subsidiaries

 

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orfor access to the properties, books or records of the Company or any of itssubsidiaries by any Person that may be considering making, or has made, anAcquisition Proposal and shall advise Merger Sub of the status and materialdetails of any such Acquisition Proposal or request.

 

Section 3.3     AppraisalRights. Such Stockholder shall not exercise any rights (including, withoutlimitation, under Section 262 of the General Corporation Law of the Stateof Delaware) to demand appraisal of any Subject Shares which may arise withrespect to the Merger.

 

Section 3.4     FurtherAssurances. Parent, Merger Sub and each Stockholder shall each execute anddeliver, or cause to be executed and delivered, all further documents andinstruments 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 oradvisable under applicable laws and regulations, to consummate and makeeffective 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 caseof an amendment, by each party to this Agreement or in the case of a waiver, bythe party against whom the waiver is to be effective. This Agreement shallterminate on the earlier of (i) the Effective Time and (ii) the dateof termination of the Merger Agreement in accordance with its terms; providedthat this Article 4 shall survive any such termination.

 

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

 

Section 4.3     Successorsand Assigns. The provisions of this Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns; provided that no party may assign, delegate or otherwise transfer anyof its rights or obligations under this Agreement without the consent of theother parties hereto, except that each of Parent and Merger Sub may transfer orassign its rights and obligations to any Affiliate of Parent; provided furtherthat no such transfer or assignment shall relieve Parent or Merger Sub of itsobligations hereunder.

 

Section 4.4     GoverningLaw. This Agreement and all other matters related to or arising from thisAgreement shall construed in accordance with and governed by the laws of theState 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

 

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signaturesthereto and hereto were upon the same instrument. This Agreement shall becomeeffective when each party hereto shall have received counterparts hereof signedby all of the other parties hereto.

 

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

 

Section 4.7     Interpretation.The headings contained in this Agreement are for convenience of referencepurposes only and shall not affect in any way the meaning or interpretation ofthis Agreement. Whenever the words “include,” “includes,” or “including” areused in this Agreement, they shall be deemed to be followed by the words “withoutlimitation.” Other than Section 1.1(c), this Agreement is an agreementbetween each of the Stockholders, on the one hand, and the Parent and MergerSub, on the other hand, and is not an agreement among the Stockholders.

 

Section 4.8     SpecificPerformance. The parties hereto agree that irreparable damage would occurin the event any provision of this Agreement is not performed in accordancewith the terms hereof and that the parties shall be entitled to specificperformance of the terms hereof in addition to any other remedy to which theyare entitled at law or in equity. It is accordingly agreed that each partyhereto will waive, in any action for specific performance, the defense ofadequacy of a remedy at law.

 

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

 

Section 4.10     MergerAgreement. The obligations of the Stockholders hereunder are subject tothere not having been any change, by amendment or waiver, by any party to theMerger Agreement to the material terms of the Merger Agreement in a mannermaterially adverse to the Stockholders without the prior written consent ofStockholders 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 thefollowing terms and conditions of the Merger Agreement which require theCompany’s consent shall, without excluding other possibilities, be deemed to bea change to the material terms of the Merger Agreement in a manner materiallyadverse to the Stockholders: (A) a change in the Termination Date; (B) achange which decreases the Merger Consideration; (C) a change to the formof Merger Consideration (other than by adding consideration); and (D) animposition of any condition to the Merger in addition to those set forth in theMerger Agreement.

 

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[*signatures follow*]

 

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be dulyexecuted 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     |

 

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| 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                              |

 

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| 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                                         |

 

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| 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                                         |

 

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| 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                                       |

 

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| 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    |   |                                                      |   |

 

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