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exercisable first by the corporation, then by each nontransferring
shareholder.
Initially, Mr. DeJoria owned 1,250 shares of JPMS common stock
and Paul Mitchell Associates, Ltd. (PMA), owned 1,250 shares. Mr.
Mitchell owned all of PMA. On February 20, 1982, PMA assigned its
JPMS shares to Mr. Mitchell. On November 20, 1984, Mr. Mitchell
assigned his JPMS shares to the Trust. On August 1, 1987, Mr.
Mitchell, acting as trustee of the Trust, assigned 16 shares of
JPMS common stock to Jeanne Braa, his long-time stage partner in
hair shows, and 8 shares of JPMS common stock to Angus Mitchell,
his son. Mr. DeJoria and JPMS executed written waivers of the
right of first refusal with respect to all of these transfers.
As of April 21, 1989, the common stock of JPMS was owned as
follows:
Number of Shares Percent
Mr. DeJoria 1,250 50.00
The Trust 1,226 49.04
Ms. Braa 16 0.64
Angus Mitchell 8 0.32
Total 2,500 100.00
JPMS' bylaws provided for a board of directors (the Board)
consisting of four directors. However, from 1984 until April 15,
1989, Mr. Mitchell, Mr. DeJoria, and Peter Langenberg were the only
Board members. On April 15, 1989, Mr. Langenberg resigned and Ms.
Braa was elected to replace him.
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