Estate of Eugene E. Stone, III, Deceased, C. Rivers Stone, E.E. Stone, IV, Mary Stone Fraser & Rosalie Stone Morris, Co-Personal Representatives - Page 64

                                       - 49 -                                         
                  *       *       *       *       *       *       *                   
                    C.   BOARD OF DIRECTORS - SELECTION OF DIRECTORS                  
                              E.E. Stone, IV and C. Rivers Stone shall                
                         both be selected as initial members of the                   
                         Board.  At least three members of the Board                  
                         shall be independent outside directors; pro-                 
                         vided, however, that the Board initially may                 
                         be comprised solely of management representa-                
                         tives * * * prior to the proposed initial                    
                         public offering of equity securities (“IPO”)                 
                         of Stones, SMC or the surviving entity of the                
                         merger * * *.                                                
                  *       *       *       *       *       *       *                   
               IV. OWNERSHIP OF COMPANY                                               
                    A.   MERGER OF STONES AND SMC                                     
                         Stones and SMC may be merged * * *.  The                     
                    shareholders agree to vote their stock in favor of                
                    any such merger that is recommended by the Board.                 
                  *       *       *       *       *       *       *                   
                    B.   SHARE EXCHANGE                                               
                         The shares of Common Stock of SMC, now held                  
                    by E.E. Stone, IV, C. Rivers Stone, Mary Stone                    
                    Fraser and Rosalie Stone Morris, the shares of                    
                    Common Stock of Stones, held by the Existing                      
                    Trusts * * * may be exchanged or otherwise changed                
                    to align their shares * * * at the Stones corpo-                  
                    rate level in a transaction recommended by the                    
                    Board. * * *                                                      
                  *       *       *       *       *       *       *                   
                         The shareholders agree to vote their stock in                
                    favor of a share exchange consistent with this                    
                    provision that is recommended by the Board and to                 
                    exchange their shares as required.                                
                  *       *       *       *       *       *       *                   
                    I.   PREFERENTIAL RIGHT TO SELL COMMON STOCK                      
                         The New Trusts for Mary Stone Fraser, Mary                   
                    Wyman Stone Fraser Davis and Laura Lawton Stone                   
                    Fraser Arnal (the “Fraser New Trusts”), the New                   





Page:  Previous  39  40  41  42  43  44  45  46  47  48  49  50  51  52  53  54  55  56  57  58  Next

Last modified: May 25, 2011