EXECUTION VERSION
AGREEMENT
THIS AGREEMENT (this "AGREEMENT") is made and entered into as of April 25,
2006, by and among Xxxxxx Xxxxxxx LLC, a Delaware limited liability company,
Xxxxx Xxxxx Fund LP, a Delaware limited partnership, and Xxxxx Xxxxx Offshore
Fund LTD, a British Virgin Islands company (collectively, "XXXXXX XXXXXXX"), and
The Allied Defense Group, Inc., a Delaware corporation ("ADG" or the "COMPANY").
RECITALS
WHEREAS, Xxxxxx Xxxxxxx is, as of the date hereof, the "beneficial owner"
(within the meaning of Rule 13d-3 under the Exchange Act) of 812,400 shares of
Common Stock;
WHEREAS, the Company and Xxxxxx Xxxxxxx desire to make certain legally
binding and enforceable representations, warranties, covenants, agreements and
undertakings upon the terms and subject to the conditions set forth in this
Agreement;
NOW THEREFORE, in consideration of the premises and mutual promises herein
made, and in consideration of the representations, warranties, covenants,
undertakings and agreements herein contained, the Company and Xxxxxx Xxxxxxx,
intending to be legally bound, hereby agree as follows:
I. DEFINITIONS. For purposes of this Agreement, the terms below are defined as
follows:
"AFFILIATE" has the meaning given to such term in Rule 12b-2 under the
Exchange Act, as in effect on the date of this Agreement.
"AMEX" means the American Stock Exchange.
"ANNUAL MEETING" means the 2006 Annual Meeting of holders of Common Stock.
"ASSOCIATE" has the meaning given to such term in Rule 12b-2 under the
Exchange Act, as in effect on the date of this Agreement.
"BOARD" means the Board of Directors of the Company.
"CEO" means Xxxx X. Xxxxxxxx, President and Chief Executive Officer of ADG.
"COMMON STOCK" means common stock, $0.10 par value, of ADG.
"CONTINUING DIRECTORS" means each of: X. X. Xxxxxxx Xxxx, III, J. R.
Xxxxxxx, Xxxx X. Xxxxx, Xx., Xxxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X.
Xxxxxxxx and Xxxxxxx X. Xxxxxx.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"NOMINEES" means, collectively, the Continuing Directors, the CEO and the
Pirate Nominee, and any replacement nominees appointed pursuant to Section II.3
hereof.
"PERSON" means an individual, corporation, partnership, association, trust,
unincorporated organization, limited liability entity or other entity.
"PIRATE GROUP" means Xxxxxx Xxxxxxx (and each of its employees, principals,
general partners and managing members), each Person who "controls" (as such term
in used in Rule 12b-2 under the Exchange Act) Xxxxxx Xxxxxxx, and each other
Person that is acting together or in concert with Xxxxxx Xxxxxxx in such a
manner as to constitute a "group" within the meaning of Rule 13d-5(b)(1) under
the Exchange Act for the purpose of acquiring, holding, voting or disposing of
securities of ADG.
"PIRATE NOMINEE" means Xxxxxxx X. Xxxxxx, or any other nominee of Xxxxxx
Xxxxxxx.
"SEC" means the Securities and Exchange Commission including, as
applicable, the Staff thereof.
II. AGREEMENTS OF ADG.
1. ANNUAL MEETING. ADG shall use its reasonable commercial efforts to hold
the Annual Meeting not later than June 30, 2006.
2. BOARD NOMINEES.
a. As recommended by the nominating committee of the Board (the
"NOMINATING COMMITTEE"), the Board shall nominate for election as
Company directors at the Annual Meeting nine (9) nominees consisting
only of: the Continuing Directors, the CEO and the Pirate Nominee.
b. The Board shall recommend at the Annual Meeting and in all proxy
and soliciting materials with respect thereto that the stockholders of
ADG vote for the election of the Nominees, and only the Nominees, as
directors of the Company. Neither the Board nor the Company shall take
any position or make any statements inconsistent with such
recommendations.
c. The Board shall appoint the appropriate officers of ADG to solicit
proxies for the election of the Nominees in connection with the Annual
Meeting, which proxy solicitation shall be conducted on behalf of the
Company in a reasonable and timely manner and in accordance with
applicable laws, rules and regulations.
d. Validly executed proxies that are timely received by ADG shall be
voted in the manner specified in such proxies, and if no specification
is made therein then in favor of the election of each of the Nominees.
3. REPLACEMENT NOMINEES. If, at any time prior to the election of directors
at the Annual Meeting, any of the Nominees is unwilling or unable to stand for
election as a director at the Annual Meeting and the Company is so notified
thereof, the following procedures shall apply:
a. If a Continuing Director or the CEO is unwilling or unable to stand
for election, then after consultation with and after giving good faith
consideration to any reasonable input from Xxxxxx Xxxxxxx, the
Nominating Committee shall recommend to
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the Board the nomination of a replacement nominee for each such unable
or unwilling individual.
b. If the Pirate Nominee is unwilling or unable to stand for election,
then Xxxxxx Xxxxxxx promptly shall designate to the Nominating
Committee for its review and consideration a replacement nominee of
Xxxxxx Xxxxxxx, and the Nominating Committee thereupon shall recommend
to the Board that such replacement nominee be nominated for election
to the Board at the Annual Meeting.
4. PROXY MATERIALS.
a. The preliminary proxy statement, definitive proxy statement on
Schedule 14A and all other proxy solicitation materials to be
delivered to any of the Company's stockholders in respect of the
Annual Meeting shall be prepared in accordance with this Agreement
and, to the extent required by applicable law, disclose the substance
of this Agreement.
b. ADG shall provide Xxxxxx Xxxxxxx with true and complete copies of
(i) any draft proxy statement, (ii) any other proxy solicitation
materials and (iii) any other materials that disclose, discuss or
refer to this Agreement and the transactions contemplated hereby (such
documents described in clauses (i), (ii) and (iii), collectively, the
"MEETING DOCUMENTS"), not less than three (3) days in the case of
proxy statements, and not less than two (2) days in the case of other
proxy solicitation materials or other materials that disclose, discuss
or refer to this Agreement and the transactions contemplated hereby,
prior to the earlier of filing such Meeting Documents with the SEC or
disseminating the same to any stockholders, to permit Xxxxxx Xxxxxxx a
reasonable opportunity to review and comment thereon. ADG may redact
from any such Meeting Documents any material non-public information.
ADG shall consider in good faith the reasonable comments of Xxxxxx
Xxxxxxx and its counsel.
c. The Company shall promptly deliver to Xxxxxx Xxxxxxx a copy of any
comments of the SEC regarding any Meeting Documents and of any request
from the SEC for amendments or supplements thereto or for any
additional information in respect thereof. The Company shall provide
Xxxxxx Xxxxxxx and its counsel with a reasonable opportunity (in no
event less than one business day) to review all proposed responses to
such comments and requests, including the relevant portions of any
documents to be filed in response thereto, in each case in advance of
their being provided to or, as applicable, filed with the SEC.
5. BOARD CHANGES. ADG, through the Nominating Committee, has commenced a
process to identify one (1) or two (2) new Board members (such additional
directors hereinafter referred to as, the "NEW DIRECTORS"). Subject to ADG's
criteria for director-candidates and its published corporate governance
policies, practices and procedures therefor, ADG will consider candidates with
strong financial literacy skills and expertise and/or substantial acumen and
experience in the electronic security industry. The Nominating Committee will
consider any qualified candidates suggested by Xxxxxx Xxxxxxx. ADG will conduct
and conclude the New Directors search process described herein and recommend for
appointment to the Board the New
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Directors as soon as reasonably practicable following the Annual Meeting. In
connection with the appointment of any New Directors, the Nominating Committee
will consider the appropriate size of the Board and prior to the addition of any
New Directors will consider, after giving due consideration to the input of the
Pirate Nominee, the extent to which a reduction in the number of ADG
directorships may be appropriate.
6. SHAREHOLDERS RIGHTS AGREEMENT. Not later than the 10th day next
following the Annual Meeting, the Company shall amend the Rights Agreement dated
as of June 6, 2001 between ADG and Mellon Investor Services, LLC (the "RIGHTS
AGREEMENT") to (x) change the definition of "Acquiring Person" to increase the
"Beneficial Ownership" (as such term is defined in the Rights Agreement)
threshold referenced therein from 15% to 20%; and (y) include a three-year
independent director evaluation (TIDE) provision therein, which shall provide,
in general, that no less often than every three (3) years and prior to the
occurrence of any "Distribution Date" (as such term is defined in the Rights
Agreement), a committee of independent outside directors (none of whom are
current or former employees of the Company) shall determine whether the Rights
Agreement or any of the material terms thereof is in the best interests of the
Company's stockholders and, if such determination is not so made, then the
Company shall promptly terminate or modify the terms of the Rights Agreement, as
deemed appropriate. The first such review and determination shall take place no
later than January 31, 2008.
7. STRATEGIC REVIEW COMMITTEE. At the regular meeting of directors held
immediately following the Annual Meeting (or, if such regular meeting is not so
held, then not later than the 10th day next following the Annual Meeting), the
Board shall establish a committee of directors to identify, consider and review
potential courses of action and strategic alternatives to increase stockholder
value (the "STRATEGIC REVIEW COMMITTEE"), and the Strategic Review Committee
shall promptly thereafter engage the services of applicable advisors to assist
it in connection therewith. The Strategic Review Committee shall consist of
three members: the Chairman of the Board, the CEO and the Pirate Nominee. The
Strategic Review Committee shall submit a preliminary report of its findings and
recommendations to the full Board at the regularly scheduled November 2006
meeting of the Board or, if the Strategic Review Committee shall so determine,
at an earlier regular or special meeting of the Board.
8. FIDUCIARY DUTIES AND APPLICABLE LAWS. For purposes of clarification and
notwithstanding anything (express or implied) to the contrary contained in this
Agreement, the parties hereby expressly affirm and it is hereby understood,
acknowledged and agreed that all covenants, agreements and undertakings of the
parties set forth in this Agreement (including those contained in Sections II.1
through II.7, inclusive, of this Agreement) are subject to (i) the requirements
of applicable law (including, as it relates to ADG, the fiduciary duties of the
Board and Nominating Committee as determined in good faith by the Board and the
Nominating Committee in consultation with and upon the advice of counsel); (ii)
the Company's currently existing corporate governance policies, practices codes
and procedures as specified in its published organizational and constituent
instruments, Board committee charters and SEC filings (including with respect to
Board composition and director nominations), and (iii) the corporate governance
regulations and criteria of AMEX; provided, however, that the Company hereby
represents and warrants that the Board has unanimously determined, in
consultation with and upon the advice of counsel, that this Agreement and the
transactions contemplated hereby are in the best interests of the Company and
its stockholders. The Company further represents and warrants that, after
consultation with and upon the advice of counsel, it is not aware of any reason
why the matters set
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forth in clauses (i)-(iii) of the immediately preceding sentence would prevent
full compliance with the covenants, agreements and undertakings set forth in
this Agreement. In the event that the Company attempts to rely on this Section
II.8 in order to avoid compliance with any covenant, agreement or undertaking
set forth in this Agreement, it shall notify Xxxxxx Xxxxxxx in writing as to the
specific violation of applicable law or regulation that would prevent the
Company's compliance with any provision of this Agreement, at which time the
provisions of Section III.1.a of this Agreement shall no longer apply and shall
be null and void, ab initio, with no further action by any party.
III. AGREEMENTS OF XXXXXX XXXXXXX.
1. COVENANTS OF XXXXXX XXXXXXX.
a. Xxxxxx Xxxxxxx agrees with respect to the Annual Meeting, and until
the conclusion thereof, that neither Pirate Group nor any of its
controlled Affiliates or Associates shall, except as expressly
provided in this Agreement, directly or indirectly, in a single
transaction or series of related transactions, with respect to the
Company:
(i) propose, initiate, support or participate in any
"solicitation" (as such term is used in Regulations 14A and 14C
under the Exchange Act, but without giving effect to any "exempt
solicitation" or permitted communications contemplated
thereunder, including as contemplated by Rule 14a-1(1)(2)(iv),
Rule 14a-2(b)(2) or Rule 14a-12 under the Exchange Act) of
proxies or consents for the nomination, election, appointment,
removal, or confirmation in office of ADG's directors, or
relating to the size of the Board; actively encourage any person
with respect to the voting of any Company securities in
opposition to the Nominees; propose, initiate, support or
participate in any solicitation of the Company's stockholders
regarding any (binding or precatory) stockholder proposals
whether pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange
Act, or otherwise, or cause or actively encourage (or attempt to
cause) any other Person to propose, initiate or support any such
stockholder proposal;
(ii) seek, propose, negotiate with or provide any confidential or
non-public information to any other Person with respect to, or
make any public statement or recommendation with respect to any:
merger, consolidation, business combination, tender or exchange
offer, sale or purchase of all or a material portion of the
Company's assets or securities, dissolution, liquidation,
restructuring, recapitalization, or any similar transactions
involving the Company;
(iii) deposit any securities of the Company in any trust or
subject any voting securities to any arrangement or agreement
with respect to the voting of any such securities, in each case
for the purpose of evading Section III.1.d hereof;
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(iv) make any demand or request pursuant to Section 220 of the
Delaware General Corporation Law or Rules 14a-7 or 14d-5 under
the Exchange Act, for any Company stockholder list, or any
related material, or for the books and records of the Company;
(v) initiate, participate in or have any discussions or
communications, or enter into any arrangements, commitments,
understandings, plans or agreements (whether written or oral)
with, or advise, finance, assist, become a participant in or
actively encourage, any other Person in connection with any of
the foregoing (including by granting any waiver to any legal,
financial, advisory, public relations, proxy solicitation or
other firm that represented or was engaged by Xxxxxx Xxxxxxx, its
Affiliates, Associates or any of their legal counsel with respect
to the Company, which would permit any such firm to represent any
Person in connection with matters adverse to the Company), or
make any investment in or enter into any agreement, arrangement
or understanding with any other Person for the purpose of
engaging, or offering or proposing to engage, in any of the
foregoing;
(vi) make or publicly disclose any statement regarding any
intent, purpose, plan or proposal with respect to the Board, the
Company, its management, policies or affairs or any of its
securities or assets or this Agreement that is inconsistent with
the standstill provisions of this Agreement, including any
intent, purpose, plan or proposal that is conditioned on, or
would require a waiver, amendment, nullification or invalidation
of, any provision of this Agreement; or
(vii) otherwise take, or solicit, cause or actively encourage
others to take, any action inconsistent with the proscriptions
and restrictions set forth above.
b. Notwithstanding any provision of this Agreement, Xxxxxx Xxxxxxx
shall not be prevented from complying with the requirements of
Sections 13(d) and 16(a) of the Exchange Act and the rules and
regulations thereunder, in each case, as from time to time in effect,
or any successor provisions or rules with respect thereto, or any
other applicable law or rule or regulation of any governmental or
regulatory body. Notwithstanding any other provision of this
Agreement, the Pirate Nominee, during the term of his service as a
director of the Company, shall not be prohibited from acting in his
capacity as a director and complying with his fiduciary duties as a
director of the Company.
c. Xxxxxx Xxxxxxx will promptly after receiving from ADG a draft of
the Meeting Documents verify and confirm all information relating to
the Pirate Nominee required under applicable law and ADG's
organizational instruments to be included therein. All such
information provided by Xxxxxx Xxxxxxx shall be true and correct.
d. At the Annual Meeting, Xxxxxx Xxxxxxx will vote all of its Common
Stock for election of the Nominees.
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IV. REPRESENTATIONS AND WARRANTIES.
1. REPRESENTATIONS AND WARRANTIES OF ADG. The execution and delivery
by ADG of this Agreement and the performance by ADG of its obligations
hereunder (i) have been duly authorized by all requisite corporate
action; (ii) do not require the approval of any third Person,
including stockholder approval in their capacity as such; and (iii) do
not and will not violate any law, rule or regulation, any order of any
court or other agency of government, the Certificate of Incorporation
of ADG, as amended, or the By-Laws of ADG, as amended, any policy,
procedures or codes of ADG, or any provision of any indenture,
agreement or other instrument to which ADG or any of its properties or
assets is bound, or conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument, or result in the creation or
imposition of, or give rise to, any lien, charge, restriction, claim,
encumbrance or adverse penalty of any nature whatsoever pursuant to
any such indenture, agreement or other instrument. ADG has the full
legal right and power and all authority and approval required to enter
into, execute and deliver this Agreement and to perform fully its
obligations hereunder. This Agreement constitutes the valid and
binding obligation of ADG enforceable against it in accordance with
the terms hereof.
2. REPRESENTATIONS AND WARRANTIES OF XXXXXX XXXXXXX. The execution and
delivery by Xxxxxx Xxxxxxx of this letter agreement and the
performance by Xxxxxx Xxxxxxx of its obligations hereunder (i) have
been duly authorized by all requisite company or limited partnership
action; (ii) do not require approval of any third Person, including by
any owners or holders of any equity, membership or similar interest in
Xxxxxx Xxxxxxx in their capacity as such; and (iii) do not and will
not violate any law, rule or regulation, any order of any court or
other agency of government, the charter or other organizational
documents of Xxxxxx Xxxxxxx, as amended, or any provision of any
agreement or other instrument to which Xxxxxx Xxxxxxx or any of its
properties or assets is bound, or conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default
under any such agreement or other instrument, or result in the
creation or imposition of, or give rise to, any lien, charge,
restriction, claim, encumbrance or adverse penalty of any nature
whatsoever pursuant to any such agreement or other instrument. Xxxxxx
Xxxxxxx has the full legal right and power and all authority and
approval required to enter into, execute and deliver this Agreement
and to perform fully its obligations hereunder. This Agreement
constitutes the valid and binding obligation of Xxxxxx Xxxxxxx
enforceable against it in accordance with the terms hereof.
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V. MISCELLANEOUS.
1. PRESS RELEASES. Concurrently with the execution hereof, ADG will issue
the press release in the form attached hereto as EXHIBIT A. Without the prior
consent of the other party, which consent shall not be unreasonably withheld or
delayed, ADG and Xxxxxx Xxxxxxx shall not, and shall not permit any of their
respective Affiliates or agents to, issue any press release or public statement
regarding this Agreement, except to the extent that the disclosing party is
advised by its legal counsel that such action is required by applicable law.
Schedule 13D filings required to be made by Xxxxxx Xxxxxxx with the SEC shall
not be considered public statements for purposes of this Section V.1.
2. AMENDMENT OF AGREEMENT. This Agreement may be amended and any provision
hereof waived only by written instrument executed on behalf of ADG and Xxxxxx
Xxxxxxx.
3. FURTHER ASSURANCES. Each party agrees to take or cause to be taken such
further actions, and to execute, deliver and file or cause to executed,
delivered and filed such further documents and instruments, and to obtain such
consents, as may be reasonably required or requested by the other party in order
to effectuate fully the purposes, terms and conditions of this Agreement.
4. GOVERNING LAW. This Agreement will be construed in accordance with and
governed by the internal substantive and procedural laws of the State of
Delaware, without regard to principles of conflicts of laws.
5. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but each of which shall constitute one
and the same agreement.
6. ENTIRE AGREEMENT; ETC. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, both written and oral, among the parties or
any of them with respect to the subject matter hereof. Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. If the Company enters into an agreement with any other stockholder of
the Company with respect to the Annual Meeting, which agreement contains terms
more favorable to such stockholder than those set forth herein (including by way
of being less restrictive), then the Company shall immediately provide Xxxxxx
Xxxxxxx with a copy of such agreement, and this Agreement shall automatically be
deemed to have been amended to reflect such new or amended terms more favorable
to the Pirate Parties unless Xxxxxx Xxxxxxx shall notify the Company in writing
that it does not wish for this Agreement to be so amended in whole or in part.
At the request of Xxxxxx Xxxxxxx, the Company and Xxxxxx Xxxxxxx shall promptly
execute an amended version of this Agreement to reflect such new or amended
terms, it being agreed that the execution of such amended version of this
Agreement shall not be required for such amendment to be effective.
7. NOTICES. All notices, requests and demands to or upon a party hereto, to
be effective with respect to this Agreement, shall be in writing, and shall be
sent by certified or registered mail,
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return receipt requested, by personal delivery against receipt, by overnight
courier or by facsimile and, unless otherwise expressly provided herein, shall
be deemed to have been validly given, delivered or received immediately when
delivered against receipt, three (3) business days after deposit in the U.S.
mail, postage prepaid, one (1) business day after deposit with an overnight
courier for overnight delivery or, in the case of facsimile notice
electronically confirmed, when sent, addressed as follows:
If to Company: The Allied Defense Group, Inc.
0000 Xxxxxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx
Facsimile No.: (000) 000-0000
With a copy to: Baxter, Baker, Xxxxx, Conn & Xxxxx, P.A.
Sun Trust Building
Suite 2100
000 X. Xxxxxxxxx Xx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Xx.
Facsimile No.: (000) 000-0000
If to Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx LLC
the Xxxxx Xxxxx Funds: 000 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxxxxxx Xxxxx, Esq.
Facsimile No. (000) 000-0000
With a copy to: Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
or to such other address as each party may designate for itself by notice given
in accordance with this Section.
8. INTERPRETATION. No provision of this Agreement shall be construed
against or interpreted to the disadvantage of any party hereto by any court or
other governmental or judicial authority by reason of such party having or being
deemed to have structured or dictated such provision. Each party hereto
acknowledges that it has had the benefit of legal counsel of its own choice and
has been afforded an opportunity to review this Agreement with its legal counsel
and that this Agreement shall be construed as if jointly drafted by the parties.
Any breach by or nonperformance of any provision of this Agreement that calls
for action to be taken by the Board shall constitute a breach of this Agreement
by the Company. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning of terms contained
herein. Unless the context of this Agreement otherwise requires, as used herein:
(i) words of any gender shall be deemed to include each other gender; (ii) words
using the singular or plural
9
number shall also include the plural or singular number, respectively; (iii) the
words "hereof", "herein" and "hereunder" and words of similar import refer to
this Agreement as a whole and not to any particular provision of this Agreement;
(iv) the word "including" and words of similar import mean "including, without
limitation"; (v) "or" is not exclusive; and (vi) provisions apply to successive
events and transactions.
9. INJUNCTIVE RELIEF. Each of Xxxxxx Xxxxxxx, on the one hand, and the
Company, on the other, acknowledges that a party will suffer irreparable harm if
any other party breaches this Agreement. Accordingly, a non-breaching party
shall be entitled, in addition to any other rights and remedies that it may
have, at law or at equity, to an injunction, without the posting of a bond or
other security, enjoining or restraining any other party from any violation of
this Agreement. Each party hereby consents to the other parties' right to the
issuance of such injunction.
[Signature page follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on
the date hereof by the signatories set forth below.
THE ALLIED DEFENSE GROUP, INC.
By: /s/ X. X. Xxxxxxx Xxxx, III
-------------------------------
X. X. Xxxxxxx Xxxx, III,
Chairman of the Board
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Xxxx X. Xxxxxxxx,
President and Chief Executive Officer
XXXXXX XXXXXXX LLC
By: /s/ Xxxxxx X. Xxxxxx Xx.
-------------------------------
Xxxxxx X. Xxxxxx Xx.
Managing Member
XXXXX XXXXX FUND LP
By: Xxxxxx Xxxxxxx LLC, its general partner
By: /s/ Xxxxxx X. Xxxxxx Xx.
-------------------------------
Xxxxxx X. Xxxxxx Xx.
Managing Member
XXXXX XXXXX OFFSHORE FUND LTD
By: Xxxxxx Xxxxxxx LLC, its investment advisor
By: /s/ Xxxxxx X. Xxxxxx Xx.
-------------------------------
Xxxxxx X. Xxxxxx Xx.
Managing Member
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