("PERMITTED ENCUMBRANCES").
THE SHARES OF COMPANY STOCK TO
BE PURCHASED HEREUNDER WILL BE ALLOCATED FOR PURCHASE AMONG EACH BUYER BY THE
FUND PRIOR TO CLOSING.
1.2.
PURCHASE PRICE PAYMENT.
(A)
PURCHASE PRICE.
THE PURCHASE PRICE FOR EACH SHARE OF CLASS A
COMMON AND CLASS B COMMON SHALL CONSIST OF CASH IN AN AMOUNT EQUAL TO FOUR
HUNDRED DOLLARS (US$400.00) PER SHARE (THE "PER SHARE PURCHASE PRICE").
(B)
PAYMENTS.
AT THE CLOSING, BUYER SHALL PAY TO EACH STOCKHOLDER THE
PRODUCT OF THE PER SHARE PURCHASE PRICE AND THE NUMBER OF SHARES OF COMPANY
STOCK SET FORTH OPPOSITE SUCH STOCKHOLDER'S NAME ON EXHIBIT 1.1 ATTACHED HERETO
(THE "PURCHASE PRICE PAYMENT"), BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS
TO THE UNITED STATES BANK ACCOUNT THAT HAS BEEN DESIGNATED FOR EACH SUCH
STOCKHOLDER BY THE STOCKHOLDERS' REPRESENTATIVE (AS DEFINED IN SECTION 1.4
HEREOF) TO BUYER AT LEAST THREE DAYS PRIOR TO THE CLOSING.
1.3.
TAG-SELLERS.
ON THE DATE HEREOF, THE INVESTORS SHALL DELIVER TO
THE COMPANY A SALE NOTICE CONTEMPLATED BY SECTION 3(C) OF THE SHAREHOLDERS
AGREEMENT IN THE FORM ATTACHED AS EXHIBIT 1.3 ATTACHED HERETO (THE "SALE
NOTICE").
THE COMPANY SHALL ON THE DATE HEREOF NOTIFY THE OTHER STOCKHOLDERS OF
THE SALE NOTICE, AND THE OTHER STOCKHOLDERS SHALL HAVE 7 DAYS FROM THE DATE
HEREOF (THE "TAG DATE") TO ELECT TO PARTICIPATE IN THE PURCHASE AND SALE
CONTEMPLATED BY THIS AGREEMENT AS A "TAG SELLER".
EACH OTHER STOCKHOLDER WHO SO
ELECTS TO BE A TAG SELLER ON OR
2
prior to the Tag Date shall execute a written joinder to this Agreement (in the
form attached to the Sale Notice) on the Tag Date, agreeing to be bound by all
of the terms and conditions of this Agreement as a Tag Seller and Stockholder
hereunder.
Exhibit 1.1 shall be amended on the Tag Date to reflect the addition
of each Tag Seller and the number of shares of Company Stock to be sold by each
such Tag Seller (determined in accordance with the terms of the Sale Notice).
1.4.
STOCKHOLDERS' REPRESENTATIVE .
EACH STOCKHOLDER HEREBY
IRREVOCABLY APPOINTS RONALD A. COLLINS (THE "STOCKHOLDERS' REPRESENTATIVE") AS
SUCH STOCKHOLDER'S REPRESENTATIVE, ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER
OF SUBSTITUTION TO ACT IN THE NAME, PLACE AND STEAD OF SUCH STOCKHOLDER WITH
RESPECT TO THE TRANSFER OF SUCH STOCKHOLDER'S SHARES OF COMPANY STOCK TO BUYER
IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT AND TO ACT ON
BEHALF OF SUCH STOCKHOLDER IN ANY LITIGATION OR ARBITRATION INVOLVING THIS
AGREEMENT AND TO DO OR REFRAIN FROM DOING ALL SUCH FURTHER ACTS AND THINGS, AND
TO EXECUTE ALL SUCH DOCUMENTS, AS SUCH STOCKHOLDERS' REPRESENTATIVE SHALL DEEM
NECESSARY OR APPROPRIATE IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED
UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE POWER:
(A)
TO TAKE ALL ACTION NECESSARY OR DESIRABLE IN CONNECTION WITH THE
WAIVER OF ANY CONDITION TO THE OBLIGATIONS OF THE STOCKHOLDERS TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
(B)
TO RECEIVE, HOLD, AND DELIVER TO BUYER THE CERTIFICATES EVIDENCING
SHARES