EXHIBIT 99(f) INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 31st day of October, 1997 among TSG Ventures L.P., a Delaware limited partnership (the "Partnership"), TSGVI Associates, Inc., a Delaware corporation and the general partner of the...Investment Advisory Agreement • February 4th, 1998 • TSG Ventures Lp • Services-automotive repair, services & parking • Delaware
STOCKHOLDERS' AGREEMENTStockholders' Agreement • February 4th, 1998 • TSG Ventures Lp • Services-automotive repair, services & parking • New York
Joint Filing Agreement ------------------------Joint Filing Agreement • February 4th, 1998 • TSG Ventures Lp • Services-automotive repair, services & parking
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of a statement on Schedule 13D (including all amendments thereto) (the "Statement") with respect to the Class A Common Stock, par value $.01 per share of Envirotest Systems Corp., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such Statement. In evidence whereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 29th day of January, 1998.
EXHIBIT 99(c) AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT Amendment No. 2, dated as of March 30, 1993, to the Amended and Restated Stockholders' Agreement, dated as of April 10, 1992, as amended by Amendment No. 1 to the Amended...Stockholders' Agreement • February 4th, 1998 • TSG Ventures Lp • Services-automotive repair, services & parking • New York
FORM OF ENVIROTEST SYSTEMS CORP. DIRECTOR STOCK OPTION PLAN GRANT OF NON- QUALIFIED STOCK OPTIONTSG Ventures Lp • February 4th, 1998 • Services-automotive repair, services & parking
ENVIROTEST SYSTEMS CORP. AMENDMENT NO. 1 Amendment No. 1, dated as of November 10, 1992, to the Amended and Restated Stockholders' Agreement, dated as of April 10, 1992 (the "Agreement"), among Envirotest Systems Corp., a Delaware corporation (the...TSG Ventures Lp • February 4th, 1998 • Services-automotive repair, services & parking
WHEREAS, on the date hereof, the Company is issuing and selling, pursuant to the Envirotest Systems Corp. 1992 Employee Stock Purchase Plan, shares of Class B Common Stock, par value $.01 per share, of the company to, among others, each of Nicholas Dev., Stephen J. Petersen, Paul S. Cherepinsky, Martin J. McFarland, Monty M. Montgomery, John P. Barbarino, James R. Brandenburg, Daniel C. Palmer and Raj Modi, each an employee of certain subsidiaries of the Company (each, an "Employee"); and
W I T N E S S E T H: - - - - - - - - - -TSG Ventures Lp • February 4th, 1998 • Services-automotive repair, services & parking
