Amendment No. 15 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q22d2wyZQnuR2oAuIZlNBMYPi7CMXyIp/Gj1r3SHtU8lVmzSguDZ55gC4pBRwGH1 etBRsZdZ0j397WLU3p9FAA== 0001193125-08-139270.txt : 20080624 0001193125-08-139270.hdr.sgml : 20080624 20080624170156 ACCESSION NUMBER: 0001193125-08-139270 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080624 DATE AS OF CHANGE: 20080624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANKUNITED FINANCIAL CORP CENTRAL INDEX KEY: 0000894490 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 650377773 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43701 FILM NUMBER: 08914732 BUSINESS ADDRESS: STREET 1: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3055692000 MAIL ADDRESS: STREET 1: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMNER ALFRED R CENTRAL INDEX KEY: 0000905475 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANKUNITED FINANCIAL CORP STREET 2: 255 ALHAMBRA CIRCLE CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 3055770600 MAIL ADDRESS: STREET 1: 550 BILTMORE WAY STREET 2: SUITE 700 CITY: CORAL GABLES STATE: FL ZIP: 33134 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 15 TO SCHEDULE 13D Amendment No. 15 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. 15)

BANKUNITED FINANCIAL CORPORATION

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

06652B103

(CUSIP Number)

Alfred R. Camner

Camner, Lipsitz and Poller, P.A.

550 Biltmore Way, Suite 700

Coral Gables, Florida 33134

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 18, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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. ¨

The information required in 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.

SCHEDULE 13D

CUSIP No. 06652B103


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Alfred R. Camner
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) 00
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 4,056,130
		8. Shared Voting Power 301,892
		9. Sole Dispositive Power 3,259,452
		10. Shared Dispositive Power 295,337


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,401,799
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 9.2%
14.	Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

This statement on Schedule 13D (“Schedule 13D”) relates to shares of Class A Common Stock, par value $0.01 per share (the “Class A common stock”) of BankUnited Financial Corporation (the “Company”), a savings and loan holding company, the principal subsidiary of which is BankUnited, FSB. The address of the Company’s principal executive offices is 255 Alhambra Circle, Coral Gables, Florida 33134. Amendment No. 6 on Statement on Schedule 13D was originally filed with the Securities and Exchange Commission by Alfred R. Camner (the “Reporting Person”) on April 24, 1998, as amended by Amendment No. 7, dated March 31, 1999, Amendment No. 8, dated February 24, 2000, Amendment No. 9, dated March 21, 2001, Amendment No. 10, dated April 25, 2002, Amendment No. 11, dated December 17, 2002, Amendment No. 12, dated December 15, 2003, Amendment No. 13, dated November 30, 2004 and Amendment No. 14, dated December 2, 2005, is hereby amended and supplemented as set forth below (as amended, the “Schedule 13D”).

The shares of Class A common stock shown in Item 5 as beneficially owned by the Reporting Person include shares that would be received by the Reporting Person upon the conversion of shares of Noncumulative Convertible Preferred Stock, Series B (the “Series B preferred stock”) and Class B Common Stock, par value $0.01 per share (the “Class B common stock”) beneficially owned by the Reporting Person. Each share of Series B preferred stock is convertible into 1.4959 shares of Class B common stock and each share of Class B common stock is convertible into one share of Class A common stock.

Item 2.

Identity and Background

This Schedule 13D is filed by the Reporting Person, a United States citizen, whose principal occupation is Chairman of the Board, Chief Executive Officer and Director of the Company and of BankUnited, FSB, and Senior Managing Director of the law firm of Camner, Lipsitz and Poller, Professional Association, 550 Biltmore Way, Suite 700, Coral Gables, Florida 33134.

The Reporting Person during the last five years has not (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or 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.

Item 3.

Source and Amount of Funds or Other Consideration

The information contained in Exhibit 1 is incorporated by reference herein.

Item 4.

Purpose of Transaction

The Reporting Person intends to continue to hold the shares of Class A common stock which he beneficially owns for investment purposes. The Reporting Person continuously reviews his equity investments in the Company. As a result, the Reporting Person has, from time to time, acquired, and may, from time to time, acquire, additional securities of the Company for his own account or for purposes of his tax and inheritance planning, either through the exercise of stock options, the receipt of awards under the Company’s employee benefit plans, through one or more privately negotiated transactions, on the open market or otherwise. Any sales by the Reporting Person could cause a change of control of the Company and might result in a change in the composition of the board of directors or management.

The foregoing discussion is qualified in its entirety by reference to that Shareholders’ Agreement, dated June 18, 2008, by and among the Reporting Persons, certain holders of Class B common stock and the Company, which is filed as an exhibit hereto and is incorporated by reference in its entirety to this Item 4.

Item 5.

Interest in Securities of the Issuer

(a) and (b) Set forth below is information relating to the beneficial ownership of Class A common stock by the Reporting Person as of June 18, 2008 (the conversion of the Series B preferred stock has been calculated assuming no issuance of fractional shares and no aggregation of Series B preferred stock beneficially owned indirectly or in different accounts).


Voting Power		Dispositive Power		Total (% of
Sole	Shared	Sole	Shared	Shares Outstanding)
4,056,130(1)(2)	301,892(3)(4)	3,259,452 (1)	295,337(3)	9.2%

1. Includes the following shares:

(i)

1,703,132 shares of Class A Common Stock based upon the Reporting Person’s ownership of 1,138,533 shares of Series B Preferred Stock.

(ii)

1,023,188 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 683,995 shares of Series B Preferred Stock.

(iii)

212,820 shares of Class A Common Stock based upon the Reporting Person’s ownership of 212,820 shares of Class B Common Stock.

(iv)

5,437 shares of Class A Common Stock based upon the Reporting Person’s ownership of 5,437 shares of Class A Common Stock.

(v)

209,897 shares of Class A Common Stock based upon the Reporting Person’s ownership of options exercisable within 60 days for 209,897 shares of Class A Common Stock.

(vi)

8,778 shares of Class A Common Stock based upon the ownership by certain irrevocable trusts established for the benefit of the Reporting Person’s descendants of 5,868 shares of Series B Preferred Stock and 96,200 shares of Class A Common Stock based upon the ownership by these same irrevocable trusts of 96,200 shares of Class B Common Stock. The Reporting Person is the trustee of these irrevocable trusts.

2. Includes 796,678 shares of Class A Common Stock based upon the Reporting Person’s ownership of 532,561 shares of restricted Series B Preferred Stock.

3. Includes the following shares:

(i) 79,776 shares of Class A Common Stock based upon the ownership of the Alfred R. Camner Family Charitable Foundation, Inc. of 79,776 shares of Class B Common Stock. The Alfred R. Camner Family Charitable Foundation, Inc. is a non-profit charitable foundation of which the Reporting Person and his wife are trustees; and

(ii) 215,561 shares of Class A Common Stock based upon the ownership of an irrevocable grantor’s trust (or “rabbi trust”) established by the Company of 26,720 shares of Series B Preferred Stock and 175,591 shares of Class B Common Stock. The Reporting Person is the sole beneficiary of the rabbi trust.

4. Includes 6,555 shares of Class A Common Stock based upon Anne Camner’s ownership of 3,103 shares of Series B Preferred Stock and 1,914 shares of Class A Common Stock based upon Anne Camner’s ownership of 1,914 shares of Class B Common Stock. Anne Camner is the Reporting Person’s wife, and the Reporting Person has been granted voting power over these shares under a revocable proxy.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On June 18, 2008, the Company entered into a shareholders’ agreement (the “Shareholders’ Agreement”) with certain holders of its Series B preferred stock and its Class B common stock. These holders include the Reporting Person, Lawrence H. Blum, Vice Chairman of the board of directors and Corporate Secretary, Allen M. Bernkrant, Director, Marc D. Jacobson, Director and Lauren Camner, Director. Together these holders owned approximately 97.4% of all shares of Series B preferred stock and 97.6% of the Class B common stock outstanding as of June 17, 2008. In addition, the Reporting Person held 100% of the outstanding options for Series B preferred stock as of May 31, 2008. Based on the number of shares of Class A common stock outstanding as of May 31, 2008, and assuming the exchange as of that date of outstanding shares of Series B preferred stock and Class B common stock subject to the Shareholders’ Agreement, the Company’s directors and executive officers as a group would have held approximately 8.7% of the Company’s total voting power as of that date, and approximately 13.9% if they exercised all options exercisable within 60 days of May 30, 2008 to purchase shares of Series 2008 preferred stock and Class A common stock, as applicable, a decline from approximately 51.8% and 61.4%, respectively, as of that date assuming the exchange did not take place.

The Shareholders’ Agreement was approved by an independent committee of the Company’s board of directors comprised of independent members who do not hold any shares of Series B preferred stock or Class B common stock, and its implementation is contingent upon the successful sale of Class A common stock resulting in gross proceeds to us of at least $400 million (the “offering”). Pursuant to the Shareholders’ Agreement immediately prior to and contingent upon such sale of Class A common stock, the Company has agreed to exchange, and the holders of Series B preferred and Class B common stock listed above have agreed to surrender to the Company, the shares of Series B preferred stock and Class B common stock they currently hold for shares of Noncumulative Convertible Preferred Stock Series 2008 (the “Series 2008 preferred stock”), warrants and cash (the “exchange”). The Series 2008 preferred stock will have a one-tenth of a vote per share, the same vote per share as the Class A common stock, instead of two and one-half votes per share of the Series B Preferred stock or one vote per share of Class B common stock. Series 2008 preferred stock will have an annual dividend rate of $0.37 per share, will have a liquidation preference of $4.93 per share, will be redeemable by the Company at a price of $4.93 per share after the tenth anniversary of the issuance of the shares of Series 2008 preferred stock and will be convertible into shares of Class A common stock on a one for one basis, subject to standard anti-dilution adjustments.

The Shareholders’ Agreement also provides that all stock options to purchase shares of Series B preferred stock outstanding as of June 17, 2008 will be settled in shares of Series 2008 preferred stock. The Company has agreed in the Shareholders’ Agreement not to issue any shares, or securities to purchase shares, of Series B preferred stock or Class B common stock. In connection with this exchange, Series B preferred stock holders and Class B common stock holders will receive a total of $1,000,000 in cash and 24,750 warrants for the purchase of 2,475,000 shares of Class A common stock. One-third of the warrants will have a per share exercise price that is 15% higher than the public offering price for shares sold in the offering, one-third will have a per share exercise price that is 30% higher than the offering price for shares sold in the offering, and the final third will have a per share exercise price that is 45% higher than the offering price for shares sold in the offering. All of these warrants will have a term of five years. In the event that the sale of Class A common stock does not result in gross proceeds of at least $400 million through the offering, the Shareholders’ Agreement will be terminated and will not be implemented as described herein.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1

Shareholders’ Agreement, dated June 18, 2008, by and among the Company and certain holders of Class B common stock and Series B preferred stock.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 23, 2008

/s/ Alfred R. Camner

Alfred R. Camner

EXHIBIT INDEX


Exhibit		Description
1		Shareholders’ Agreement, dated June 18, 2008, by and among the Company and certain holders of Class B common stock and Series B preferred stock.

EX-99.1 2 dex991.htm SHAREHOLDERS' AGREEMENT Shareholders' Agreement

Execution Copy

Exhibit 1

SHAREHOLDERS’ AGREEMENT

This Shareholders’ Agreement (this “Agreement”) is dated and effective as of June 18, 2008 (the “Effective Date”), among BankUnited Financial Corporation (the “Company”) and certain holders of the outstanding shares of the Company’s Noncumulative Convertible Preferred Stock, Series B party hereto (such holders, the “Series B Holders”, and such class of stock, the “Series B Preferred Stock”), and certain holders of the outstanding shares of the Company’s Class B Common Stock, $.01 par value party hereto (such holders, the “Class B Common Holders”, and such class of stock, the “Class B Common Stock”). The Series B Holders and the Class B Common Holders are collectively referred to herein as the “B Holders”.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. The parties understand that the Board of Directors of the Company (the “Board”) is currently contemplating an underwritten offering of its Series I Class A Common Stock, $.01 par value (such stock the “Class A Common Stock” and such offering the “Stock Offering”) in which the Company would receive gross proceeds of at least $400 million.

2. Immediately prior to and contingent upon the closing of the Stock Offering, the Series B Holders shall surrender their shares of Series B Preferred Stock to the Company and the Company shall exchange each share of Series B Preferred Stock tendered (the “Series B Exchange”), to effect such Series B Exchange, for:

•

1.4959 shares of a new series of convertible, non-cumulative, perpetual preferred stock (the “Series 2008 Preferred Stock” and holders of such stock, the “Series 2008 Preferred Holders”);

•

$.59 in cash per share of Series B Preferred Stock (the “Series B Cash Consideration”); and

•

Warrants (the “Warrants”) to purchase 1.46 shares of Class A Common Stock per share of Series B Preferred Stock.

3. Immediately prior to and contingent upon the closing of the Stock Offering, the Class B Holders shall surrender their shares of Class B Common Stock to the Company and the Company shall exchange each share of Class B Common Stock tendered (the “Common B Exchange” and, together with the Series B Exchange, the “Exchange”), to effect such Common B Exchange, for:

•

one share of Series 2008 Preferred Stock per share of Class B Common Stock;

•

$.39 in cash per share of Class B Common Stock (the “Class B Cash Consideration”); and

•

Warrants to purchase .97 shares of Class A Common Stock per share of Class B Common Stock.

Shareholder’s Agreement

4. The aggregate Series B Cash Consideration together with the aggregate Class B Cash Consideration shall in no event exceed $1 million. The parties acknowledge that the per share cash consideration and per share warrant consideration were determined on the basis of the number of shares of Series 2008 Preferred Stock for which each share of Class B Common Stock and Series B Preferred Stock are exchangeable in the Exchange.

5. Pursuant to Article IV of the Articles of Incorporation, as amended, of the Company the Board has determined as stated in a duly adopted resolution that the Series 2008 Preferred Stock will:

have an annual non-cumulative dividend rate of $0.37 (thirty seven cents) per share payable quarterly in arrears on the last day of February, May, August and November of each year (unless such day is not a business day, in which event on the next business day);

be entitled to .1 (one tenth) of a vote per share on all matters requiring the vote of stockholders;

be convertible at any time into shares of Class A Common Stock at a rate of 1 share of Class A Common Stock per share of Series 2008 Preferred Stock, subject to customary anti-dilution adjustments, which adjustments shall be reasonably acceptable to the Special Committee of the Board of Directors;

have a par value of $0.01 per share and a liquidation preference of $4.93 per share; and

be redeemable by the Company, at its option and by resolution of its Board of Directors, at a price of $4.93 per share of Series 2008 Preferred Stock, after the tenth anniversary of the issuance of the shares of Series 2008 Preferred Stock.

The total number of shares of New Preferred Stock issued pursuant to the Warrants shall not exceed 2,475,000.

6. The Warrants shall have a term of 5 years from the date of issuance and the exercise price of the Warrants shall be:

with respect to one-third of the Warrants, 115% of the price of the Class A Common Stock in the Stock Offering (the “Offering Price”);

with respect to one-third of the Warrants, 130% of the Offering Price; and

with respect to one-third of the Warrants, 145% of the Offering Price.

The Warrants will contain customary anti-dilution adjustment provisions. The Warrant agreement will be in form and substance reasonably acceptable to the Special Committee of the Board of Directors.

7. The B Holders party hereto agree to exchange all of their Series B Preferred Stock and Class B Common Stock in the Exchange and not to transfer any shares of Class B Common Stock or Series B Preferred Stock prior to the Exchange (or earlier termination of this Agreement) unless the transferee agrees to be bound hereby.

Shareholder’s Agreement

8. The Company has informed the B Holders that it will not issue any shares of Series B Preferred Stock or Class B Common Stock, or securities convertible into or exchangeable for such shares, after the date hereof.

9. Notwithstanding the consummation of the Stock Offering or the provisions of any applicable award agreement to the contrary, each option to acquire shares of Series B Preferred Stock (the “Series B Preferred Options”) will remain outstanding on the same terms and conditions as were applicable prior the consummation of the Stock Offering, except that, in lieu of receiving shares of Series B Preferred Stock upon exercise of any Series B Preferred Option, upon exercise of a Series B Preferred Option, the holder of such Series B Preferred Option shall be entitled to receive a number of shares of Series 2008 Preferred Stock equal to the number of shares of Series B Preferred Stock that the holder would have received upon exercise of the Series B Preferred Option multiplied by 1.4959.

10. This Agreement shall not be deemed to modify or cancel any rights of the parties not expressly changed herein.

11. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations or agreements, whether written or oral, including the Shareholder Agreement, dated October 1, 1997, between the Company and the shareholders thereto. This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, personal representatives, successors and assigns. Except as provided in the immediately preceding sentence, no provision of this Agreement shall confer upon any person other than the parties hereto any rights or remedies hereunder.

12. This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

13. Because of the special and unique relationship of the B Holders and the Company, in addition to any other remedies which the Company or the B Holders may have upon breach of this Agreement, by any B Holder, on the one hand, or the Company, on the other, the non-breaching party shall be entitled to the remedy of specific performance without the necessity of posting any bond or surety, or if such bond or surety may not be so waived, then such bond or surety shall not be required to be in excess of $5,000.

14. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida other than its principles of conflict of laws that would cause the law of another jurisdiction to apply. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be brought in the United States District Court for the Southern District of Florida or any Florida court sitting in Miami-Dade County and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any

Shareholder’s Agreement

such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

15. This Agreement may be amended, modified or supplemented only by written agreement of the Company and the B Holders party hereto to the extent affected hereby and upon such written agreement, such amendment, modification or supplement shall be binding on all parties hereto.

16. This Agreement shall terminate and be of no future effect if the Company shall not complete a Stock Offering in which shares of Class A Common Stock are sold for gross proceeds of at least $400 million and the proceeds thereof are received by July 15, 2008.

Shareholder’s Agreement

IN WITNESS WHEREOF, the Company and the B Holders party hereto have executed this Agreement, or have caused this Agreement to be executed by their duly authorized representatives, as of the Effective Date.


BANKUNITED FINANCIAL CORPORATION

By:		/s/ Neil H. Messinger

Name:		Neil H. Messinger

Title:		Member of Board of Directors and Chair
		of Special Committee of the Board

Shareholder’s Agreement


		SERIES B HOLDERS

		/s/ Alfred R. Camner
		Alfred R. Camner

		/s/ Anne Shari Camner
		Anne Shari Camner

		/s/ Alfred R. Camner
		Camner Trust f/b/o Descendants

		/s/ Alfred R. Camner
		Camner Trust B

		/s/ Robert Lurie
		BU Rabbi Trust f/b/o Alfred R. Camner

		/s/ Danielle Camner
		Danielle Camner

		/s/ Errin Camner
		Errin Camner

		/s/ Lauren Camner
		Lauren Camner

		/s/ Lawrence H. Blum
		Lawrence H. Blum

		/s/ Allen M. Bernkrant
		Allen M. Bernkrant

		/s/ Marc D. Jacobson
		Marc D. Jacobson

Shareholder’s Agreement


		CLASS B COMMON HOLDERS

		/s/ Alfred R. Camner
		Alfred R. Camner

		/s/ Anne Shari Camner
		Anne Shari Camner

		/s/ Alfred R. Camner
		Camner Trust f/b/o Descendants

		/s/ Alfred R. Camner
		Camner Family Foundation

		/s/ Robert Lurie
		BU Rabbi Trust f/b/o Alfred R. Camner

		/s/ Lauren Camner
		Lauren Camner

		/s/ Danielle Camner
		Danielle Camner

		/s/ Errin Camner
		Errin Camner

		/s/ Lawrence H. Blum
		Lawrence H. Blum

		/s/ Allen M. Bernkrant
		Allen M. Bernkrant

		/s/ Marc D. Jacobson
		Marc D. Jacobson

		/s/ James Camner
		James Camner

Shareholder’s Agreement



		/s/ Constance Camner
		Constance Camner

		/s/ Marc Lipsitz
		Marc Lipsitz

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