- 11 -
To evidence their acceptance of the terms
of this Plan and Agreement, the Corporation has
caused this Plan and Agreement to be signed in
its corporate name by its duly authorized officer
and each of the Shareholders has signed such
Shareholder's name hereto.
The decedent's sons, Mr. Christopher Bosca and
Mr. Anthony Bosca, were not parties to the recapitalization
agreement. However, all of the shareholders of HBC,
including the decedent's sons, adopted a resolution
approving the agreement and approving HBC's adoption of it.
Pursuant to the terms of the recapitalization agree-
ment, the decedent transferred a certificate representing
his 402.5 shares of voting common stock to HBC. Decedent
signed a "Stock Transfer Power" which states as follows:
For valuable consideration received, I, Mario
Bosca, hereby irrevocably and unconditionally
transfer, assign and convey 402.5 shares of
common stock of Hugo Bosca Company, Inc., an Ohio
corporation ("Corporation"), standing in the name
of Mario Bosca on the books and records of such
Corporation and represented by certificate number
#13, to the Corporation. I hereby irrevocably
constitute and appoint Christopher Bosca as
attorney-in-fact to transfer said shares of stock
on the books and records of said Corporation,
with full power of substitution in the premise.
In exchange, HBC issued to the decedent a certificate for
402.5 shares of HBC "common Nonvoting Class B". Similarly,
Ms. Baker transferred her 292.5 shares of voting common
stock to HBC and received in exchange 292.5 shares of HBC
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011