Exhibit 2
STOCKHOLDERS VOTING AGREEMENT
BY AND AMONG
PAN PACIFIC RETAIL PROPERTIES, INC.
AND
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.,
LF STRATEGIC REALTY INVESTORS L.P.,PROMETHEUS WESTERN RETAIL TRUST
AND PROMETHEUS WESTERN RETAIL, LLC
Dated as of November 5, 2002
STOCKHOLDERS VOTING AGREEMENT
This STOCKHOLDERS VOTING AGREEMENT (this "Agreement") is entered into as
of November 5, 2002, by and among PAN PACIFIC RETAIL PROPERTIES, INC., a
Maryland corporation ("Parent"), LAZARD Freres REAL ESTATE INVESTORS L.L.C., a
New York limited liability company ("LFREI"), LF STRATEGIC REALTY INVESTORS
L.P., a Delaware limited partnership ("LFSRI"), PROMETHEUS WESTERN RETAIL TRUST,
a Maryland real estate investment trust ("Retail Trust"), and PROMETHEUS WESTERN
RETAIL, LLC, a Delaware limited liability company (the "Stockholder" and,
together with LFREI, LFSRI and Retail Trust, the "Lazard Parties").
W I T N E S S E T H:
WHEREAS, as of the date hereof, the Stockholder is the record owner of
13,405,660 shares of common stock, par value $0.01 per share (the "Common
Stock"), of Center Trust, Inc., a Maryland corporation (the "Company") (such
13,405,660 shares of Common Stock are collectively referred to herein as the
"Subject Shares" and do not include the additional 2,261,006 shares of Common
Stock (the "Additional Shares") owned by the Stockholder as of the date hereof);
WHEREAS, Parent, MB Acquisition, Inc., a Maryland corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and the Company are
concurrently entering into an Agreement and Plan of Merger, dated as of the date
hereof (such Agreement and Plan of Merger as in effect on the date hereof, the
"Merger Agreement"), pursuant to which Merger Sub will merge with and into the
Company, with the Company surviving as a wholly-owned subsidiary of Parent on
the terms and subject to the conditions set forth in the Merger Agreement (the
"Merger"); and
WHEREAS, as a condition to the willingness of Parent to enter into the
Merger Agreement, and as an inducement and in consideration therefor, each
Lazard Party is entering into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 CAPITALIZED TERMS. For purposes of this Agreement, capitalized
terms used and not defined herein shall have the respective meanings ascribed to
them in the Merger Agreement.
SECTION 1.2 OTHER DEFINITIONS. FOR PURPOSES OF THIS AGREEMENT:
(a) "Affiliate" means, with respect to any specified Person, any Person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified. For
purposes of this Agreement, with respect to
each Lazard Party, the term "Affiliate" shall not include the Company and the
Persons that directly, or indirectly through one or more intermediaries, are
controlled by the Company.
(b) "Person" means an individual, corporation, limited liability company,
partnership, association, trust, unincorporated organization, other entity or
group.
(c) "Representative" means, with respect to any particular Person, (i) any
director, officer or employee of such Person and (ii) any consultant, investment
banker, financial advisor, agent or other representative of such Person acting
in its capacity as a representative of such Person.
ARTICLE II
VOTING AGREEMENT AND IRREVOCABLE PROXY
SECTION 2.1 AGREEMENT TO VOTE THE SUBJECT SHARES. Each Lazard Party hereby
agrees that, during the period commencing on the date hereof and continuing
until the termination of this Agreement (such period, the "Voting Period"), at
any meeting (or any adjournment or postponement thereof) of the Company's
stockholders, however called, or in connection with any written consent of the
of the Company's stockholders, the Stockholder shall vote (or cause to be voted)
the Subject Shares (x) in favor of the Company Voting Proposal (and any actions
directly required in furtherance thereof), (y) against any action, proposal,
transaction or agreement which, to the knowledge of any Lazard Party, is
intended to result in a breach of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Merger Agreement or
of any Lazard Party under this Agreement, and (z) except as otherwise agreed to
in writing in advance by Parent, against the following actions or proposals
(other than the transactions contemplated by the Merger Agreement): (i) any
Acquisition Proposal; and (ii) (A) any change in the persons who constitute the
board of directors of the Company that is not approved in advance by at least a
majority of the persons who were directors of the Company as of the date of this
Agreement (or their successors who were so approved); (B) except as permitted in
the Merger Agreement, any change in the present capitalization of the Company or
any amendment of the Company's charter or bylaws; (C) except as permitted in the
Merger Agreement, any other material change in the Company's corporate structure
or business; or (D) any other action or proposal involving the Company or any of
its subsidiaries that, to the knowledge of any Lazard Party, is intended, or
could reasonably be expected, to prevent, impede, interfere with, materially
delay or materially adversely affect the transactions contemplated by the Merger
Agreement. Any such vote shall be cast or consent shall be given in accordance
with such procedures relating thereto as shall ensure that it is duly counted
for purposes of determining that a quorum is present and for purposes of
recording the results of such vote or consent. Each Lazard Party agrees not to
enter into any agreement, letter of intent, agreement in principle or
understanding with any Person that violates or conflicts with the provisions and
agreements contained in this Agreement.
SECTION 2.2 GRANT OF IRREVOCABLE PROXY. Each Lazard Party hereby appoints
Xxxxxx X. Xxxx or, in his absence, Xxxxxx X. Xxxxx or such other designee as may
be certified by Xxxxxx X. Xxxx, and each of them individually, as such Lazard
Party's proxy and attorney-in-fact, with full power of substitution and
resubstitution, to vote or act by written consent during the Voting Period with
respect to the Subject Shares only, in accordance with Section 2.1 and only as
to the
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matters enumerated in Section 2.1. This proxy is given to secure the performance
of the duties of each Lazard Party under this Agreement and shall be valid until
the termination of this Agreement pursuant to Section 6.1, at which time it will
terminate and become invalid. The Stockholder shall promptly cause a copy of
this Agreement to be deposited with the Company at its principal place of
business. Each Lazard Party shall take such further action or execute such other
instruments as may be necessary to effectuate the intent of this proxy.
SECTION 2.3 NATURE OF IRREVOCABLE PROXY. The proxy and power of attorney
granted pursuant to Section 2.2 by each Lazard Party shall be irrevocable during
the term of this Agreement, shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy and shall revoke any and all
prior proxies granted by such Lazard Party. The power of attorney granted by
each Lazard Party herein is a durable power of attorney and shall survive the
dissolution or bankruptcy of such Lazard Party.
ARTICLE III
COVENANTS
SECTION 3.1 GENERALLY.
(a) Each Lazard Party agrees that during the Voting Period, except as
contemplated by the terms of this Agreement, it shall not (i) sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of (collectively, a
"Transfer"), or enter into any contract, option or other agreement with respect
to, or consent to, a Transfer of, any or all of the Subject Shares; provided,
however, that the Stockholder may Transfer some or all of the Subject Shares to
another Lazard Party so long as such Lazard Party agrees, in a writing delivered
to Parent, to abide by the obligations of the Stockholder hereunder; (ii)
acquire any additional securities of the Company; provided, however, that if
Parent provides written consent to any issuance of Company securities that would
otherwise be prohibited by Section 5.1(b) of the Merger Agreement during the
Voting Period, then the Stockholder shall be entitled to exercise its
participation rights under Section 4.2 of that certain Stockholders Agreement by
and among LFREI, LFSRI, the Stockholder and the Company, dated as of June 1,
1997 (the "Stockholders Agreement") with respect to such issuance; or (iii) take
any action that would have the effect of preventing, impeding, interfering with
or materially adversely affecting its ability to perform its obligations under
this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the
Common Stock by reason of any stock dividend or distribution, split-up,
recapitalization, combination, exchange of shares or the like, (i) the term
"Subject Shares" shall be deemed to refer to and include the Subject Shares as
well as all such stock dividends and distributions and any securities into which
or for which any or all of the Subject Shares may be changed or exchanged or
which are received in such transaction and (ii) the term "Additional Shares"
shall be deemed to refer to and include the Additional Shares as well as all
such stock dividends and distributions and any securities into which or for
which any or all of the Additional Shares may be changed or exchanged or which
are received in such transaction.
SECTION 3.2 STANDSTILL OBLIGATIONS OF LAZARD PARTIES; NO EFFECT ON
DIRECTORS. Each Lazard Party, jointly and severally, covenants and agrees with
Parent that, during the Voting Period:
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(a) Such Lazard Party shall not, nor shall such Lazard Party permit any
controlled Affiliate of such Lazard Party to, nor shall such Lazard Party
knowingly act in concert with or knowingly permit any controlled Affiliate to
act in concert with any Person to, solicit or participate, directly or
indirectly, in any solicitation of proxies or powers of attorney or similar
rights to vote from any holder of shares of Common Stock, nor shall they seek to
advise or influence any Person with respect to the voting of any shares of
Common Stock in connection with any vote or other action on any matter, other
than to recommend that stockholders of the Company vote in favor of the Company
Voting Proposal and otherwise as expressly provided by Article II of this
Agreement; provided, however, that the Stockholder shall be permitted to vote
the Additional Shares in their sole discretion and, in the event the Company has
received an Acquisition Proposal or if the Stockholder is so required by law, to
publicly announce whether or not it intends to vote the Additional Shares in
favor of, or against, the Company Voting Proposal.
(b) Such Lazard Party shall not, nor shall such Lazard Party permit any
controlled Affiliate of such Lazard Party to, nor shall such Lazard Party
knowingly act in concert with or knowingly permit any controlled Affiliate to
act in concert with any Person other than a Lazard Party to, deposit any shares
of Common Stock in a voting trust or subject any shares of Common Stock to any
arrangement or agreement with any Person with respect to the voting of such
shares of Common Stock, except as provided by Article II of this Agreement.
(c) Such Lazard Party shall not, and shall use its reasonable best efforts
to cause its Representatives not to, directly or indirectly, through any
officer, director or agent, enter into, solicit, initiate, conduct or continue
any discussions or negotiations with, or knowingly encourage or substantively
respond to any inquiries or proposals by, or provide any information to, any
Person, other than Parent, concerning any Acquisition Proposal; provided,
however, that a Representative of a Lazard Party may refer any Person seeking to
initiate any such negotiations to the Company or the Board of Directors of the
Company. Each Lazard Party hereby represents that it is not now engaged in
discussions or negotiations with any party other than Parent with respect to any
Acquisition Proposal. Each Lazard Party shall (i) promptly notify Parent (orally
and in writing) if any offer is made to it, any discussions or negotiations are
sought to be initiated with it, any inquiry, proposal or contact is made or any
information is requested from it with respect to any Acquisition Proposal, (ii)
promptly notify Parent of the terms of any proposal that he or it may receive in
respect of any Acquisition Proposal, (iii) promptly provide Parent with a copy
of any such offer, if written, or a written summary of such offer, if not in
writing, and (iv) promptly inform Parent of any material changes to the terms of
any Acquisition Proposal of which it is aware.
(d) Notwithstanding any of the provisions of this Agreement, the parties
acknowledge that the Stockholder has three representatives on the Company's
Board of Directors and agree that such persons will act in their capacities as
directors of the Company solely in accordance with their duties to the Company
and its stockholders.
SECTION 3.3 TERMINATION OF STOCKHOLDERS AGREEMENT. Each Lazard Party that
is a party to the Stockholders Agreement agrees that, prior to the Closing (as
such term is defined in the Merger Agreement), it shall execute and deliver an
Agreement to Terminate Stockholders Agreement, effective as of the Effective
Time (the "Termination Agreement"), in substantially the form attached hereto as
Exhibit A; provided, however, that prior to and as a condition to the
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execution and delivery by any Lazard Party of the Termination Agreement, the
Company shall have entered into the Termination Agreement pursuant to Section
6.19 of the Merger Agreement, such instrument to be effective as of the
Effective Time.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH LAZARD PARTY
Each Lazard Party hereby represents and warrants, jointly and severally,
to Parent as follows:
SECTION 4.1 DUE ORGANIZATION, ETC. Each Lazard Party is an entity duly
organized and validly existing under the laws of the jurisdiction of its
organization. Each Lazard Party has all necessary corporate, limited liability
company, partnership or trust power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby by each Lazard Party has been duly authorized by all
necessary action on the part of such Lazard Party.
SECTION 4.2 OWNERSHIP OF SHARES. As of the date hereof, the Stockholder is
the record and lawful owner of the Subject Shares and, together with the other
Lazard Parties, has the sole power to vote (or cause to be voted) the Subject
Shares. Except as set forth in the Stockholders Agreement, no Lazard Party nor
any controlled Affiliate of a Lazard Party owns or holds any right to acquire
any additional shares of any class of stock of the Company or other securities
of the Company or any interest therein or any voting rights with respect to any
securities of the Company. The Stockholder has good and valid title to the
Subject Shares free and clear of any and all pledges, mortgages, liens, charges,
proxies, voting agreements, encumbrances, adverse claims, options, security
interests and demands of any nature or kind whatsoever, other than those created
by this Agreement or the Stockholders Agreement.
SECTION 4.3 NO CONFLICTS. (i) No filing with any governmental authority,
and no authorization, consent or approval of any other Person is necessary for
the execution of this Agreement by any Lazard Party and the consummation by any
Lazard Party of the transactions contemplated hereby and (ii) none of the
execution and delivery of this Agreement by the Lazard Parties, the consummation
by any Lazard Party of the transactions contemplated hereby or compliance by any
Lazard Party with any of the provisions hereof shall (A) conflict with or result
in any breach of the organizational documents of any Lazard Party, (B) result
in, or give rise to, a violation or breach of or a default under any of the
terms of any material contract, understanding, agreement or other instrument or
obligation to which any Lazard Party is a party or by which any Lazard Party or
any of the Subject Shares or assets may be bound, or (C) violate any applicable
order, writ, injunction, decree, judgment, statute, rule or regulation which, in
the case of clauses (B) and (C), could reasonably be expected to materially
adversely affect such Lazard Party's ability to perform any of its obligations
under this Agreement.
SECTION 4.4 RELIANCE BY PARENT. Each Lazard Party understands and
acknowledges that Parent is entering into the Merger Agreement in reliance upon
the execution and delivery of this Agreement by such Lazard Party.
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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to the Lazard Parties as follows:
SECTION 5.1 DUE ORGANIZATION, ETC. Parent is a company duly organized and
validly existing under the laws of Maryland. Parent has all necessary corporate
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by Parent has been
duly authorized by all necessary action on the part of Parent.
SECTION 5.2 CONFLICTS. (a) No filing with any governmental authority, and
no authorization, consent or approval of any other Person is necessary for the
execution of this Agreement by Parent and, except as provided in the Merger
Agreement, for the consummation by Parent of the transactions contemplated
hereby and (b) none of the execution and delivery of this Agreement by Parent,
the consummation by Parent of the transactions contemplated hereby shall (i)
conflict with or result in any breach of the organizational documents of Parent,
(ii) result in a violation or breach of or a default under any of the terms of
any material contract, understanding, agreement or other instrument or
obligation to which Parent is a party or by which Parent or any of its assets
may be bound, or (iii) violate any applicable order, writ, injunction, decree,
judgment, statute, rule or regulation which could reasonably be expected to
adversely affect Parent's ability to perform its obligations under this
Agreement.
SECTION 5.3 RELIANCE BY THE LAZARD PARTIES. Parent understands and
acknowledges that the Lazard Parties are entering into this Agreement in
reliance upon the execution and delivery of the Merger Agreement by Parent.
ARTICLE VI
TERMINATION
SECTION 6.1 TERMINATION. This Agreement shall terminate, and neither
Parent nor any Lazard Party shall have any rights or obligations hereunder and
this Agreement shall become null and void and have no effect upon the earliest
to occur of (i) the mutual consent of Parent and each Lazard Party, (ii) the
Effective Time, (iii) the date of termination of the Merger Agreement in
accordance with its terms or (iv) April 30, 2003; provided, however, that
termination of this Agreement shall not prevent any party hereunder from seeking
any remedies (at law or in equity) against any other party hereto for such
party's breach prior to the termination of this Agreement of any of the terms of
this Agreement.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 PUBLICATION. Subject to the Stockholder's prior review,
comment and approval (not to be unreasonably withheld), each Lazard Party hereby
permits Parent to publish and disclose in the Registration Statement and Proxy
Statement/Prospectus (including all documents and schedules filed with the
Securities and Exchange Commission) its identity and
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ownership of shares of Common Stock and the nature of its commitments,
arrangements and understandings pursuant to this Agreement.
SECTION 7.2 AFFILIATE LETTERS. The Stockholder agrees to execute an
affiliate agreement, within the time period set forth in the Merger Agreement,
in substantially the form attached hereto as Exhibit B.
SECTION 7.3 FURTHER ACTIONS. Each of the parties hereto agrees that it
will use its best efforts to do all things necessary to effectuate this
Agreement.
SECTION 7.4 AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified, except upon the execution
and delivery of a written agreement executed by each of the parties hereto. The
failure of any party hereto to exercise any right, power or remedy provided
under this Agreement or otherwise available in respect hereof at law or in
equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.
SECTION 7.5 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by cable,
telecopy, telegram or telex, by registered or certified mail (postage prepaid,
return receipt requested), or by overnight courier, to the respective parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):
If to Parent:
Pan Pacific Retail Properties, Inc.
0000-X Xxxxx Xxxxxxx Xxxxx
Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Fax No.: (000) 000-0000
with an additional copy to:
Xxxxxx & Xxxxxxx
000 Xxxx Xxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Fax No.: (000) 000-0000
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If to any Lazard Party:
Lazard Freres Real Estate Investors L.L.C.
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxxxxx
Fax No.: (000) 000-0000
with an additional copy to:
Xxxxxxxx and Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxxx, Esq.
Xxxxxx Xxxxx, Esq.
Fax No.: (000) 000-0000
SECTION 7.6 SEVERABILITY. If any term or other provision of this agreement
is invalid, illegal or incapable of being enforced because of any rule of law or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
adverse to any party to this Agreement. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties hereto as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.
SECTION 7.7 ENTIRE AGREEMENT. This Agreement (together with the Merger
Agreement, to the extent referred to herein) constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof.
SECTION 7.8 ASSIGNMENT. This Agreement shall not be assigned by operation
of law or otherwise without the prior written consent of each of the parties,
except that Parent may assign and transfer its rights and obligations hereunder
to any direct or indirect wholly subsidiary of Parent.
SECTION 7.9 PARTIES IN INTEREST. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and their respective successors
and assigns, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
SECTION 7.10 GOVERNING LAW AND CONSENT TO JURISDICTION; WAIVER OF TRIAL BY
JURY.
(A) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD, TO THE FULLEST EXTENT
PERMITTED BY
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LAW, TO THE CONFLICTS OF LAWS PROVISIONS THEREOF WHICH MIGHT RESULT IN THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
(B) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
SECTION 7.11 SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges
and agrees that the other parties would be irreparably damaged in the event any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. Accordingly, each of the parties
agrees that they each shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement and the terms and conditions hereof in any action instituted in
any court of the United States or any state having competent jurisdiction, in
addition to any other remedy to which such party may be entitled, at law or in
equity.
SECTION 7.12 HEADINGS. The descriptive headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
SECTION 7.13 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and by the different parties in separate counterparts, each of
which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Parent and each Lazard Party have caused this
Agreement to be duly executed as of the day and year first above written.
PAN PACIFIC RETAIL PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------------------------
Xxxxxx X. Xxxx
Chairman, President and Chief Executive Officer
LAZARD Freres REAL ESTATE INVESTORS L.L.C.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Principal
LF STRATEGIC REALTY INVESTORS L.P.
By: Lazard Freres Real Estate Investors L.L.C.
Its: General Partner
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Principal
PROMETHEUS WESTERN RETAIL TRUST
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
PROMETHEUS WESTERN RETAIL, LLC
By: Prometheus Western Retail Trust
Its: Managing Member
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
[Signature Page to Stockholders Voting Agreement]
Exhibit A
Agreement to Terminate Stockholders Agreement
Exhibit B
Affiliate Letter
