UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Name of Issuer: PYRAMID OIL CO.
Title of Class of Securities: Common Stock, no par value
CUSIP Number: 747215 10 1
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications:
Julia K. O'Neill
The Feinberg Law Group, LLC
57 River Street, Suite 204
Wellesley, MA 02481
(781) 283-5775
Date of Event which Requires Filing of this Statement: June 15, 2005
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Michael D. Herman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
--------------------------------------------------------------------------------
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER:
1,388,485
--------------------------------------------------------------------------------
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER:
0
--------------------------------------------------------------------------------
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER:
1,388,485
--------------------------------------------------------------------------------
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER:
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,388,485
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(not checked)
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
56%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
Item 1. Security and Issuer.
(a) The name of the issuer is Pyramid Oil Co. (the "Issuer").
(b) The address of the Issuer's principal executive office is 2008
21st Street, Bakersfield, CA 93301.
(c) The title of the class of securities to which this statement
relates is the common stock, no par value, of the Issuer (the
"Common Stock").
Item 2. Identity and Background.
(a) The Reporting Person is Michael D. Herman.
(b) The address of the Reporting Person is PO Box 60446, Colorado
Springs, Colorado 80960.
(c) Michael D. Herman is a self-employed business consultant.
(d) Michael D. Herman has not been convicted in any criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the last 5 years.
(e) Michael D. Herman has not been a party to any civil proceeding
during the last five years as a result of which he has been
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Michael D. Herman is a citizen of the United States of
America.
Item 3. Source and Amount of Funds and Other Consideration.
Mr. Herman acquired the common stock for the aggregate purchase price
of $3,471,212.50. He borrowed the funds through an existing personal line of
credit from [confidential portion omitted and filed separately with the
Securities and Exchange Commission].
Item 4. Purpose of Transaction.
Mr. Herman acquired the shares for investment purposes. Mr. Herman
anticipates being named to the Board of Directors of the Issuer in the near
future.
Except as set forth above, Mr. Herman has no current plans or proposals
that relate to or would result in:
(a) the acquisition or disposition of securities of the Issuer;
(b) an extraordinary corporate transaction involving the Issuer or
any subsidiary;
(c) a sale or transfer of a material amount of assets of the
Issuer or any subsidiary;
(d) any changes in the Issuer's board of directors or management;
3
(e) any material change in the Issuer's capitalization or dividend
policy;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter or bylaws or other actions
that may impede the acquisition of control of the Issuer;
(h) causing the Issuer's securities to cease to be quoted on the
OTC Bulletin Board;
(i) the Issuer's securities becoming eligible for termination of
registration under the Securities Exchange Act of 1934, as
amended (the "34 Act"); or
(j) any similar action.
While Mr. Herman has no current plans or proposals with respect to the
matters described above, except as indicated above, Mr. Herman is not precluded
from making or supporting in the future such plans or proposals as he believes
appropriate.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Herman is the beneficial owner of 1,388,485 shares of
Common Stock, or approximately 56% of the outstanding Common
Stock of the Issuer.
(b) Mr. Herman has sole power to vote, direct the vote, dispose or
and direct the disposition of all of the shares.
(c) The only transaction effected in the Common Stock by Mr.
Herman was the purchase of shares as described in Item 4
hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
There are at present no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Herman and any other person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the securities of the Issuer, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies, or a pledge or
contingency the occurrence of which would give another person voting power of
securities of the Issuer.
Item 7. Material to be filed as Exhibits.
Exhibit A Stock Purchase Agreement dated as of June 7, 2005
4
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Report on Schedule 13D is
true, complete and correct.
Dated: June 20, 2005
/s/ MICHAEL D. HERMAN
-----------------------------------------
Michael D. Herman
5
EXHIBIT INDEX
Exhibit A Stock Purchase Agreement dated as of June 7, 2005
6
EXHIBIT A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
this 7th day of June, 2005, by and among J. Benjamin Hathaway, Jean Hathaway,
Henry D. Hathaway and John J. Hathaway (collectively referred to as "Sellers"),
and Michael D. Herman ("Purchaser"), with reference to the following:
A. Sellers, either directly or jointly with their wives, hold the
number of shares of Common Stock, no par value, of Pyramid Oil Company, a
California corporation (the "Company"), set forth opposite their respective
names on Exhibit A hereto, aggregating 1,388,485 shares (the "Shares") and
constituting approximately 56% of the outstanding shares of Common Stock of the
Company.
B. Sellers severally desire to sell and Purchaser desires to purchase
and acquire the Shares, all on the terms set forth in this Agreement.
Accordingly, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. Sale and Purchase
1.1 Sale and Purchase of Shares. On the basis of the representations
and warranties and upon the terms and conditions hereinafter set forth, on the
Closing Date (as hereinafter defined), Sellers hereby severally agree to sell,
transfer and assign to Purchaser, and Purchaser agrees to purchase, acquire and
accept, the number of Shares set forth opposite their respective names on
Exhibit A hereto. The certificates evidencing the Shares shall be without
restrictive legend and shall be accompanied by such duly executed instruments of
transfer and assignment as Purchaser and its counsel may reasonably require.
Although the obligations of Sellers in this Agreement are several and not joint,
all of the Shares must be sold, assigned and transferred to Purchaser on the
Closing Date in consideration of the full purchase price set forth in Section
1.2 hereof, if any are so sold, assigned and transferred, and Sellers'
obligations hereunder shall be to deliver all of the Shares against payment of
the full purchase price for the Shares. Notwithstanding the foregoing, the
parties understand and acknowledge that 2,000 of the Shares owned beneficially
by Jean E. Hathaway are held in the "street name" of a brokerage firm, and that
the certificate representing such Shares will not be available for delivery to
Purchaser at the Closing. The parties agree that the failure to deliver the
certificate representing such 2,000 Shares at the Closing will not prevent or
delay the Closing. Jean E. Hathaway hereby agrees to provide such certificate
after the Closing, accompanied by such duly executed instruments of transfer and
assignment as Purchaser and its counsel may reasonably require, as soon as he
receives such certificate from the brokerage firm.
1.2 Non-Refundable Deposit. Within one day after full execution of this
Agreement, Purchaser shall pay to Sellers, by wire transfer to Sellers' counsel
Heller Ehrman LLP, a deposit in the amount of $15,000 which shall be applied
toward the purchase price at the Closing. In the event Purchaser fails to
consummate the transaction contemplated hereby for any reason other than a
failure or refusal by any Seller to consummate the transaction, then Sellers
shall be entitled to retain said sum as a cancellation fee. If any Seller fails
or refuses to consummate the transaction contemplated hereby, and Purchaser was
ready, willing and able to consummate the transaction, then such sum shall be
promptly returned to Purchaser by Sellers. The parties acknowledge and agree
that the $15,000 deposit shall not be deemed to be liquidated damages and shall
not limit the damages that may be recoverable or the remedies that may be
available to any party in the event of a breach of this Agreement by any other
party.
1.3 Purchase Price. The full purchase price for the Shares shall be the
sum of $3,471,212.50 ($2.50 per share), which will be paid (less any deposit
previously paid) by wire transfer to Heller Ehrman LLP on the Closing Date for
distribution to each of the Sellers in the amounts as set forth opposite their
names on Exhibit A hereto.
7
1.4 Board Seat. On the Closing Date, J. Benjamin Hathaway shall resign
from his position as a Director of the Company. It is the understanding of the
parties that the remaining members of the Board of Directors have indicated
their intention to appoint Michael D. Herman as a Director to fill the resultant
vacancy on the Board.
2. Closing
The consummation of the sale and purchase contemplated by this Agreement shall
take place at the offices of Heller Ehrman LLP at 10:00 a.m. on or before June
17, 2005, or at such other time and date as shall be agreed upon by Sellers and
Purchaser (the "Closing"), such time and date being hereinafter referred to as
the "Closing Date." The parties shall each use their reasonable commercial
efforts to satisfy the conditions to closing and cause the purchase and sale to
take place.
3. Representations and Warranties of Sellers
Each Seller hereby severally, and not jointly, represents and warrants to
Purchaser as follows:
3.1 Ownership. Seller will transfer, assign and deliver to Purchaser at
the Closing Date good and marketable title to the Shares, free and clear of all
claims, charges, claims, encumbrances or equities of any kind or description.
Apart from the Shares, Seller neither directly nor indirectly holds or owns any
equity or proprietary interest in the Company.
3.2 Authorization. Seller has the right, power and authority to enter
into and to carry out the terms and provisions of this Agreement, and this
Agreement is the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except as enforcement thereof may
be limited by bankruptcy, insolvency and other laws affecting the enforcement of
creditors' rights generally and by equitable principles (whether at law or in
equity).
3.3 Spousal Consent. Seller has obtained consent from his spouse (if
applicable) to the sale of the Shares as contemplated hereby in the form of
Exhibit B hereto, or consent of such Seller's spouse (if applicable) is not
required in order to consummate the sale of the Shares contemplated by this
Agreement.
4. Representations and Warranties of Purchaser
Purchaser hereby represents and warrants to Sellers as follows:
4.1 Capacity. Purchaser is an individual resident of Colorado Springs,
Colorado with legal capacity to enter into this Agreement and perform his
obligations hereunder.
4.2 Authorization. Purchaser has the right, power and authority to
enter into and to carry out the terms and provisions of this Agreement, and this
Agreement is the legal, valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency and other laws affecting the
enforcement of creditors' rights generally and by equitable principles (whether
at law or in equity).
5. Conditions Precedent to Purchaser's Obligation to Close
The obligation of Purchaser to consummate the purchase of the Shares as
contemplated by this Agreement is expressly subject to the satisfaction, on or
prior to the Closing Date, of all of the following conditions (compliance with
which or the occurrence of which may be waived in whole or in part by Purchaser
in writing):
8
5.1 Representations and Warranties. Except as may otherwise be
permitted by this Agreement, all representations and warranties of Sellers
contained in this Agreement shall be true and correct as of the Closing Date as
if made at and as of such date.
5.2 Covenants. Sellers shall have performed and satisfied all covenants
and conditions required by this Agreement to be performed or satisfied by them
on or prior to the Closing Date.
5.3 Absence of Litigation. No action or proceedings shall have been
instituted or threatened prior to or at the Closing Date before any court or
governmental body or authority pertaining to the acquisition by Purchaser of the
Shares hereunder, the result of which could prevent or make illegal the
consummation of such acquisition.
6. Conditions Precedent to Sellers' Obligations to Close
The obligations of Sellers hereunder to consummate the sale of the
Shares as contemplated by this Agreement are expressly subject to the
satisfaction on or prior to the Closing Date of all of the following conditions
(compliance with which or the occurrence of which may be waived in whole or in
part in writing by Sellers):
6.1 Representations and Warranties. Except as may otherwise be permitted by
this Agreement, all representations and warranties of Purchaser contained in
this Agreement shall be true and correct as of the Closing Date as if made at
and as of such date.
6.2 Covenants. Purchaser shall have performed and satisfied all covenants
and conditions required by this Agreement to be performed or satisfied by it on
or prior to the Closing Date.
6.3 Absence of Litigation. No action or proceedings shall have been
instituted or threatened prior to or at the Closing Date before any court or
governmental body or authority pertaining to the sale by Sellers of the Shares
hereunder, the result of which could prevent or make illegal the consummation of
such sale.
7. Miscellaneous
7.1 Brokers and Finders. Sellers and Purchaser each represent to each
other that they have not retained any broker or finder and are not paying any
broker's or finder's fee in connection with the transactions contemplated by
this Agreement, except for fees payable to D.A. Davidson & Co., for which
Sellers shall be solely responsible.
7.2 Purchase for Investment. Purchaser represents that the Shares are
being purchased for investment for its own account and not with a view to the
distribution or resale of any of such Shares.
7.3 Expenses. Sellers agree to pay all expenses incurred by them in
connection with or arising out of this Agreement and the transactions
contemplated hereby, including, but not limited to, all fees and expenses of
their counsel and of D.A. Davidson & Co. Purchaser agrees to pay all expenses
incurred by it in connection with or arising out of this Agreement, including,
but not limited to, all fees and expenses of its counsel.
9
7.4 Termination of Representations. All representations and warranties
of Sellers in this Agreement shall terminate immediately upon the consummation
of the sale and purchase of the Shares under this Agreement, other than the
representations and warranties set forth in Section 3.1 hereof, which shall
survive the consummation of such sale and purchase.
7.5 Lack of Reliance by Purchaser. Purchaser acknowledges that it has
had an opportunity to review the publicly available information concerning the
Company, to conduct due diligence at the Company's offices and to otherwise
independently satisfy itself as to the business affairs, financial results and
condition, capitalization, operations and prospects of the Company, and that it
is not relying on any information or assurances given by Sellers with respect to
any such matters.
7.6 Notices. Any notice or other communications required or permitted
hereunder shall be in writing, and shall be deemed to have been given when
personally delivered, when delivered by overnight courier or twenty-four hours
after being placed in the United States mail, registered, postage prepaid,
addressed as follows:
If to Sellers:
J. Benjamin Hathaway
17150 Advantage Pointe Dr.
Bakersfield, CA 93306
with a copy to:
Neal H. Brockmeyer, Esq.
Heller Ehrman LLP
601 South Figueroa Street
Los Angeles, CA 90017
If to Purchaser:
By Mail:
Michael D. Herman
PO Box 60446
Colorado Springs, CO 80960
By Overnight Courier or Personal Delivery:
Michael D. Herman
4745 Broadlake View
Colorado Springs CO 80906
with a copy to:
Julia K. O'Neill, Esq.
The Feinberg Law Group, LLC
57 River Street, Suite 204
Wellesley, MA 02481
Each of the parties shall be entitled to specify a different address by giving
notice as aforesaid.
7.7 Entire Agreement. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. No amendment, modification or waiver of this Agreement
shall be binding unless executed in writing by the party or parties to be bound
thereby. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
10
7.8 Headings. Section and subsection headings are not to be considered
part of this Agreement and are included solely for convenience and reference and
are not intended to be full or accurate descriptions of the contents thereof.
7.9 Successors and Assigns. All of the terms, provisions and
obligations of this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, representatives,
successors and assigns. No party can assign its rights under this Agreement
without the consent of the other parties.
7.10 Governing Law. The parties agree that the validity, construction
and interpretation of this Agreement shall be governed by the laws of the State
of California.
7.11 Counterparts. This Agreement may be executed in two or more
counterparts, each one of which shall be deemed an original, but all of which
shall constitute one and the same instrument. The exchange of copies of this
Agreement by facsimile transmitted electronically will constitute effective
execution and delivery of this Agreement, and signatures by facsimile
transmitted electronically will constitute original signatures for all purposes
7.12 Third Parties. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person other than Sellers and Purchaser any rights
or remedies under or by reason of this Agreement.
7.13 Appointment of Agent. Each Seller hereby designates and appoints
J. Benjamin Hathaway as his agent and attorney-in-fact with full power and
authority to execute, deliver and receive on his behalf all notices, requests
and other communications under this Agreement; to fix and alter on his behalf
the date, time and place of the Closing; to waive, amend or modify any
provisions of this Agreement; and to take such other action on his behalf in
connection with this Agreement, the Closing and the transactions contemplated
hereby as such agent shall in his discretion deem appropriate. J. Benjamin
Hathaway agrees to act in such capacity.
7.14 Termination. This Agreement and the transactions contemplated
hereby (a) may be terminated at any time prior to the Closing by consent of
Sellers and Purchaser, and (b) shall automatically terminate if the Closing
shall not have occurred prior to June 15, 2005. In the event of termination by
virtue of the Closing not having occurred by such date, other than as a result
of a breach by Sellers or Purchaser of their or its covenants contained herein,
this Agreement shall thereafter become void and of no further force and effect.
7.15 Construction. The parties have each been represented by legal
counsel of their own choosing in connection with the negotiation of the terms of
this Agreement, and the terms shall be interpreted according to their fair
meaning without regard to whether this Agreement was prepared or drafted
initially or principally by either party or its counsel.
7.16 Public Announcement. No party shall issue any public announcement,
press release or similar publicity with respect to this Agreement or the sale
and purchase contemplated hereby, without the consent of the other parties,
except that Sellers can amend the Schedule 13D that they previously filed with
the Securities and Exchange Commission (the "SEC") and file the same with the
SEC, which amendment may include this Agreement as an exhibit.
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first set forth above.
Sellers:
/s/ J. BENJAMIN HATHAWAY
-----------------------------------------
J. Benjamin Hathaway
/s/ JEAN HATHAWAY
-----------------------------------------
Jean E. Hathaway
/s/ HENRY D. HATHAWAY
-----------------------------------------
Henry D. Hathaway
/s/ JOHN J. HATHAWAY
-----------------------------------------
John J. Hathaway
Purchaser:
/s/ MICHAEL D. HERMAN
-----------------------------------------
Michael D. Herman
12
Exhibit A
----------------------------- -------------------- -----------------------
Name and Address Number of Shares Purchase Price
----------------------------- -------------------- -----------------------
J. Benjamin Hathaway 516,908 $1,292,270
17150 Advantage Pointe Dr.
Bakersfield, CA 93306
----------------------------- -------------------- -----------------------
Jean E. Hathaway 301,709 $754,272.50
161 Acacia Ave.
Oroville, CA 95966
----------------------------- -------------------- -----------------------
Henry D. Hathaway 292,209 $730,522.50
P.O. Box 161473
Big Sky, MT 61473
----------------------------- -------------------- -----------------------
John J. Hathaway 277,659 $694,147.50
P.O. Box 96085
Las Vegas, NV 89193
----------------------------- -------------------- -----------------------
13
Exhibit B
Spousal Consent
Reference is hereby made to that certain Stock Purchase Agreement dated
as of June 7, 2005, by and among J. Benjamin Hathaway, Jean Hathaway, Henry D.
Hathaway and John J. Hathaway, and Michael D. Herman. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in such Agreement.
The undersigned is the spouse of J. Benjamin Hathaway, one of the
Sellers under the Agreement, and hereby acknowledges that she has read the
foregoing Agreement and knows its contents. The undersigned is aware that under
the terms of the Agreement, her spouse agrees to sell all of his Shares,
including her community property or joint tenancy interest therein, if any. The
undersigned hereby consents to the sale, approves the provisions of the
Agreement and agrees that the Shares and her interest in them, if any, are
subject to the provisions of the Agreement and that she will take any further
actions necessary to effectuate the provisions of the Agreement.
Dated: June 7, 2005
/s/ NANCY HATHAWAY
-----------------------------------------
NANCY HATHAWAY
Spousal Consent
Reference is hereby made to that certain Stock Purchase Agreement dated
as of June 7, 2005, by and among J. Benjamin Hathaway, Jean Hathaway, Henry D.
Hathaway and John J. Hathaway, and Michael D. Herman. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in such Agreement.
The undersigned is the spouse of Henry D. Hathaway, one of the Sellers
under the Agreement, and hereby acknowledges that she has read the foregoing
Agreement and knows its contents. The undersigned is aware that under the terms
of the Agreement, her spouse agrees to sell all of his Shares, including her
community property or joint tenancy interest therein, if any. The undersigned
hereby consents to the sale, approves the provisions of the Agreement and agrees
that the Shares and her interest in them, if any, are subject to the provisions
of the Agreement and that she will take any further actions necessary to
effectuate the provisions of the Agreement.
Dated: June 7, 2005
/s/ MARION HATHAWAY
-----------------------------------------
MARION HATHAWAY
14
Spousal Consent
Reference is hereby made to that certain Stock Purchase Agreement dated
as of June 7, 2005, by and among J. Benjamin Hathaway, Jean Hathaway, Henry D.
Hathaway and John J. Hathaway, and Michael D. Herman. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in such Agreement.
The undersigned is the spouse of John J. Hathaway, one of the Sellers
under the Agreement, and hereby acknowledges that she has read the foregoing
Agreement and knows its contents. The undersigned is aware that under the terms
of the Agreement, her spouse agrees to sell all of his Shares, including her
community property or joint tenancy interest therein, if any. The undersigned
hereby consents to the sale, approves the provisions of the Agreement and agrees
that the Shares and her interest in them, if any, are subject to the provisions
of the Agreement and that she will take any further actions necessary to
effectuate the provisions of the Agreement.
Dated: June 7, 2005
/s/ MARIA HATHAWAY
-----------------------------------------
MARIA HATHAWAY
Spousal Consent
Reference is hereby made to that certain Stock Purchase Agreement dated
as of June 7, 2005, by and among J. Benjamin Hathaway, Jean Hathaway, Henry D.
Hathaway and John J. Hathaway, and Michael D. Herman. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such
terms in such Agreement.
The undersigned is the spouse of Jean Hathaway, one of the Sellers
under the Agreement, and hereby acknowledges that she has read the foregoing
Agreement and knows its contents. The undersigned is aware that under the terms
of the Agreement, her spouse agrees to sell all of his Shares, including her
community property or joint tenancy interest therein, if any. The undersigned
hereby consents to the sale, approves the provisions of the Agreement and agrees
that the Shares and her interest in them, if any, are subject to the provisions
of the Agreement and that she will take any further actions necessary to
effectuate the provisions of the Agreement.
Dated: June 7, 2005
/s/ MEREDITH HATHAWAY
-----------------------------------------
MEREDITH HATHAWAY
15