PREFERRED STOCK EXCHANGE AGREEMENT
THIS PREFERRED STOCK EXCHANGE AGREEMENT (this "Agreement") is made
and entered into as of the 10th day of January, 2002, by and among Gardenburger,
Inc., an Oregon corporation (the "Company"), and the holders of the Company's
outstanding preferred stock (collectively, the "Holders") who have executed the
signature pages to this Agreement.
WHEREAS, the Company and the Holders are parties (or the permitted
assigns of parties) to a Stock Purchase Agreement dated March 29, 1999, as
amended April 14, 1999 (the "Stock Purchase Agreement"); and
WHEREAS, the Company simultaneously is (i) entering into a Revolving
Credit and Term Loan Agreement dated as of January 10, 2002 (the "New Senior
Credit Agreement"), with CapitalSource Finance LLC as a Lender and as Agent
("CapitalSource"), (ii) issuing an Amended and Restated Convertible Senior
Subordinated Note (the "New Dresdner Note") in the aggregate principal amount of
$17,364,375 to Dresdner Kleinwort Private Equity Partners LP, a Delaware limited
partnership ("Dresdner"), pursuant to the terms and conditions set forth in a
Second Amendment to Note Purchase Agreement ("Second Amendment") dated as of
January 10, 2002, by and among Dresdner and the Company, and (iii) issuing a
Stock Purchase Warrant (the "Dresdner Stock Purchase Warrant") to purchase
557,981 shares of the Company's Common Stock (as defined in Section 7 below) to
Dresdner; and
WHEREAS, one of the conditions to consummation of the New Senior
Credit Agreement and the Second Amendment is the execution of this Agreement
providing for the exchange of the outstanding shares of the Company's Series A
Convertible Preferred Stock ("Series A Stock") for shares of its newly-created
Series C Convertible Preferred Stock ("Series C Stock") and the exchange of the
outstanding shares of the Company's Series B Convertible Preferred Stock
("Series B Stock") for shares of its newly-created Series D Convertible
Preferred Stock ("Series D Stock") by the holders of all of the outstanding
shares of the Series A Stock and Series B Stock and the issuance of stock
purchase warrants to purchase an aggregate of 557,981 shares of the Company's
Common Stock, to the holders of the Company's preferred stock;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, the parties agree as follows:
1. CONSENTS; WAIVER. Subject to the terms and conditions set forth
herein, each Holder consents to the Company entering into the New Senior Credit
Agreement, issuing the New Dresdner Note and the Dresdner Stock Purchase Warrant
to Dresdner and creating and designating the terms of Series C Stock and Series
D Stock as set forth in EXHIBIT A attached hereto and waives the Holder's right
under the terms of the Series A Stock and Series B Stock to deem the exchange of
the Company's Preferred Stock contemplated by this Agreement as a liquidation.
2. EXCHANGE OF PREFERRED STOCK. Subject to the terms and conditions
set forth herein, each Holder hereby agrees to accept:
1
(a) One (1) share of Series C Stock in exchange for every five (5)
shares of Series A Stock held by such Holder on the Closing Date (as defined in
the New Senior Credit Agreement); and
(b) One (1) share of Series D Stock in exchange for every five (5)
shares of Series B Stock held by such Holder on the Closing Date.
3. ISSUANCE OF PREFERRED STOCK AND WARRANTS.
(a) STOCK CERTIFICATES. Within five (5) calendar days after
receiving notice from the Company that the Closing (as defined in the New Senior
Credit Agreement) has occurred, each Holder will deliver all stock certificates
(or notice and an appropriate indemnity in a form acceptable to the Company of
the loss, destruction, theft or mutilation of such certificate(s)) evidencing
shares of Series A Stock or Series B Stock to the Company duly endorsed for
transfer to the Company. Within five (5) calendar days after receiving a
Holder's stock certificates for Series A Stock and Series B Stock, the Company
will prepare and forward, by registered mail to such Holder's address as shown
in the Company's stock ledger, certificates for shares of Series C Stock and
Series D Stock in the amounts specified on SCHEDULE I attached hereto. All
shares of Series C Stock and Series D Stock will be deemed to have been
originally issued on the Closing Date, each Holder will be deemed for all
purposes to become the registered holder of Series C Stock and Series D Stock,
respectively, in the amounts specified on SCHEDULE I attached hereto at Closing,
and all outstanding shares of Series A Stock and Series B Stock owned by Holders
will be deemed canceled at Closing.
(b) WARRANTS. Concurrently with the delivery of certificates for
shares of Series C Stock and Series D Stock to a Holder pursuant to Section 3(a)
above, the Company will issue a Warrant in the form attached hereto as EXHIBIT B
(a "Warrant" and collectively, the "Warrants") to purchase the number of shares
of Common Stock set forth opposite such Holder's name in SCHEDULE I attached
hereto and deliver it to such Holder as provided in Section 3(a).
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Holders as of the date hereof and as of the
Closing Date as follows:
(a) REAFFIRMATION OF ORIGINAL STOCK PURCHASE AGREEMENT.
(i) To induce the Holders to enter into this Agreement, the
Company reaffirms that all representations and warranties contained in the Stock
Purchase Agreement are true, correct and complete in all material respects on
and as of the date hereof, except (i) as reflected in any schedule to the New
Senior Credit Agreement, (ii) to the extent such representations and warranties
specifically relate to an earlier date in which case they were true, correct and
complete in all material respects on and as of such earlier date, (iii) as has
been disclosed in (A) reports or forms filed with the Securities and Exchange
Commission by the Company or any of its officers, directors or stockholders, (B)
with respect to Farallon, its affiliates, and Rosewood Capital III, L.P.,
written information contained in information packets circulated to board members
in connection with board meetings, and (C) written information provided to all
Holders under Section 2 of the Investor Rights Agreement dated April 14, 1999,
2
among the Company and the Holders (the "Rights Agreement"), and (iv) as
otherwise disclosed in SCHEDULE I of this Agreement.
(ii) Except as expressly set forth in this Agreement, the
terms, provisions and conditions of the Rights Agreement are unchanged, and said
agreement shall remain in full force and effect and is hereby confirmed.
(b) AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has all
requisite corporate power and authority to enter into and perform its
obligations under this Agreement. The execution, delivery, and performance by
the Company of its obligations under this Agreement have been duly authorized by
all necessary corporate action on the part of the Company. This Agreement has
been duly executed and delivered by the Company and (assuming due execution and
delivery by Holders who hold all of the outstanding shares of the Series A Stock
and Series B Stock) is a legal, valid, and binding obligation of the Company and
is enforceable against the Company in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy laws or other similar laws
affecting creditors' rights generally, and except insofar as the availability of
equitable remedies may be limited by applicable law from time to time.
(c) NO CONFLICT OR VIOLATION. The execution and delivery of this
Agreement by the Company, the performance by the Company of its terms and the
issuance and delivery of shares of Series C Stock and Series D Stock and
Warrants to purchase a total of 557,981 shares of Common Stock will not on the
Closing Date conflict with or result in a violation of (i) the Articles of
Incorporation or Bylaws of the Company as in effect on the Closing Date, or (ii)
any agreement (including, without limitation, the New Senior Credit Agreement,
the New Dresdner Note, the Second Amendment and the Dresdner Stock Purchase
Warrant), instrument, law, rule, regulation, order, writ, judgment, or decree to
which the Company is a party or is subject; provided that the representations
and warranties of the Holders contained in Section 5 hereof are true, correct
and complete. No shareholder action is required to consummate the transaction
contemplated by this Agreement other than that which will have been obtained or
waived prior to Closing.
(d) CAPITALIZATION. On the Closing Date, the authorized capital
stock of the Company under its Restated Articles of Incorporation, as amended
(the "Restated Articles") will consist of 25,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock, no par value ("Preferred Stock"), of which
9,002,101 shares of Common Stock, 2,762,500 shares of Series A Stock, and
487,500 shares of Series B Stock were issued and outstanding on the date hereof.
The total number of shares of Common Stock reserved for issuance under the
Company's stock option plans and option agreements issued outside of a stock
option plan at the date hereof is 4,651,000. The number of shares issuable under
the New Dresdner Note at the conversion price in effect under Section 5(b)
thereof as of the Closing Date will not exceed 1,750,000. As of the Closing Date
and immediately thereafter, the authorized capital stock of the Company will
include 552,500 shares of Series C Stock and 97,500 shares of Series D Stock,
which will be deemed issued and outstanding and will, when issued, be validly
issued, fully paid and nonassessable. The terms of the Series C Stock and Series
D Stock will be as set forth in EXHIBIT A. The shares of Common Stock to be
issued upon conversion of the Series C Stock and Series D Stock, when issued,
will be validly issued, fully paid and nonassessable. The Company
3
has reserved 4,062,500 shares of its Common Stock for issuance upon conversion
of the Series C Stock and Series D Stock. There are no statutory or contractual
shareholders preemptive rights or rights of refusal with respect to the issuance
of the shares of Series C Stock or Series D Stock contemplated hereby or the
issuance of Common Stock upon conversion of such shares or the issuance of the
Warrants or Warrant Shares (as defined below). Subject to the truth,
completeness and accuracy of the Holders' representations and warranties herein,
the Company has not violated any applicable federal or state securities laws in
connection with the issuance to the Holders of shares of Series C Stock or
Series D Stock or of the Warrants as contemplated herein and such transactions
do not require registration under the Securities Act of 1933 or registration or
qualification under any applicable state securities laws.
(e) VALIDITY OF WARRANTS AND WARRANT SHARES. The Warrants to be
issued to the Holders pursuant to this Agreement and the Warrant Shares issuable
upon exercise of the Warrants, when issued, will be duly and validly issued,
fully paid and nonassessable (assuming, in the case of the Warrant Shares,
payment of the exercise price is made in accordance with the terms of the
Warrants). As of the date hereof, the Warrant Shares issuable upon full exercise
of the Warrants represent in the aggregate 5 percent of the Common Stock
outstanding, including for this purpose all securities convertible to Common
Stock and all options, warrants, and other rights to purchase Common Stock
issued and outstanding on the date hereof, in each case with a conversion or
exercise price equal to or less than $.60 per share of Common Stock, and after
giving effect to the issuance of all Warrants listed on SCHEDULE I hereto and
the Dresdner Stock Purchase Warrant. The Company has reserved 557,981 shares of
its Common Stock for issuance upon exercise of the Warrants.
(f) SEC FILINGS. The Company's annual report on Form 10-K for the
fiscal year ended September 30, 2001 did not contain, at the time it was filed,
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements made therein
in light of the circumstances under which they were made, not misleading. Except
for certain filings required to be filed by persons subject and pursuant to
Section 16 of the Securities Exchange Act, for the preceding 12 months the
Company has timely filed all forms, reports and exhibits thereto required under
the Securities Act and the Securities Exchange Act with the Securities and
Exchange Commission.
5. REPRESENTATIONS AND WARRANTIES OF THE HOLDERS. Each Holder
represents and warrants to the Company as follows:
(a) INVESTMENT INTENTION. The Holder is acquiring the Series C
Stock, Series D Stock, and Warrant issuable to such Holder hereunder, and if any
portion of such Warrant is exercised, the Warrant Shares so issuable, for
investment solely for the Holder's own account and not with a view to, or for
resale in connection with, the distribution or other disposition thereof. Each
Holder agrees and acknowledges that the Holder will not, directly or indirectly,
offer, transfer, or sell any shares of Series C Stock or Series D Stock, the
Warrant or any Warrant Shares, or solicit any offers to purchase or acquire the
Holder's shares of Series C Stock or Series D Stock, Warrant or Warrant Shares,
unless the transfer or sale is (i) pursuant to an effective registration
statement under the Securities Act of 1933, as amended, and the rules and
regulations thereunder (the "SECURITIES ACT") and has been registered under any
applicable state securities or "blue sky" laws, or (ii) pursuant to an exemption
from registration under the Securities Act and applicable
4
state securities or "blue sky" laws.
(b) LEGENDS.
(i) FEDERAL. The Holder has been advised by the Company that
certificates representing the Series C Stock, the Series D Stock and the
Warrants will bear substantially the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE
"RESTRICTED SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE
ACT. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR
OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE REGISTRATION
AND QUALIFICATION REQUIREMENTS OF STATE AND FEDERAL SECURITIES LAWS,
IN COMPLIANCE WITH RULE 144, OR PURSUANT TO AN OPINION OF COUNSEL,
SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION OR
COMPLIANCE IS NOT REQUIRED AS TO SUCH SALE, OFFER, PLEDGE, OR OTHER
TRANSFER.
(ii) STATE. Such other legends as may be required by applicable
state corporate or blue sky laws, including:
THE CORPORATION WILL FURNISH THE SHAREHOLDER WITH THE DESIGNATIONS,
RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH
SERIES OR CLASS OF ITS CAPITAL STOCK ON REQUEST IN WRITING AND
WITHOUT CHARGE.
(iii) OPINION. Upon reasonable request of the Company in
connection with any transfer of Series C Stock, Series D Stock, the Warrant or
Warrant Shares (other than a transfer pursuant to a public offering registered
under the Securities Act, pursuant to Rule 144(k) or Rule 144A promulgated under
the Securities Act (or any similar rules then in effect), or to an affiliate of
the Holder), the Holder will deliver, if requested by the Company, an opinion of
counsel knowledgeable in securities laws reasonably satisfactory to the Company
to the effect that such transfer may be effected without registration under the
Securities Act.
(c) ADDITIONAL INVESTMENT REPRESENTATIONS. The Holder is an
"accredited investor" as such term is defined in Rule 501 promulgated under the
Securities Act.
6. CONDITIONS. This Agreement will become effective when each of the
following have occurred or been waived:
(a) Counterparts hereof have been executed by the Company and
Holders of all of the outstanding shares of the Series A Stock and Series B
Stock.
5
(b) The Second Amendment and the New Dresdner Note have been
executed and delivered by the Company to Dresdner.
(c) The Closing under the New Senior Credit Agreement has occurred.
(d) The Company has executed and delivered to Dresdner the Dresdner
Stock Purchase Warrant.
(e) The Company has executed and delivered to the Holders a
Registration Rights Agreement in the form attached hereto as EXHIBIT C.
(f) Filing of Designations of Terms for the Series C Stock and
Series D Stock with the Oregon Secretary of State, with evidence thereof
delivered to the Holders.
(g) All representations and warranties contained or incorporated
into this Agreement are true and correct and all covenants have been performed.
(h) The Holders have received a legal opinion of counsel to the
Company in the form attached hereto as EXHIBIT D.
7. MISCELLANEOUS
(a) AMENDMENT OF REGISTRATION STATEMENT. The Company hereby
covenants and agrees that it will, as soon as practicable after the Closing
Date, prepare and file a post-effective amendment to the registration statement
filed pursuant to Section 3.1 of the Rights Agreement so that the Series C Stock
and Series D Stock are covered under such registration statement, unless counsel
for the Company determines that such amendment is not permitted under the
Securities Act of 1933, and use its reasonable best efforts to have such
post-effective amendment (if any) declared effective by the Securities and
Exchange Commission as soon as practicable after filing.
(b) DEFINITIONS. For the purposes of this Agreement, the following
terms have the following meanings:
"COMMON STOCK" means, collectively, the Company's Common Stock, no
par value, and any capital stock of any class of the Company hereafter
authorized which is not limited to a fixed sum or percentage of par or stated
value in respect of rights of the holders thereof to participate in dividends or
in distribution of assets upon any liquidation, dissolution or winding up of the
Company.
"WARRANT SHARES" means shares of the Common Stock obtained or
obtainable upon exercise of the Warrants, as such may be adjusted by the terms
of the Warrant; provided, that if there is a change such that the securities
issuable upon exercise of the Warrants are issued by an entity other than the
Company or there is a change in the class of securities so issuable, then the
term "Warrant Shares" will mean shares of the security issuable upon exercise of
the Warrants if such security is issuable in shares, or will mean the equivalent
units in which such security is issuable if such security is not issuable in
shares.
6
(c) BINDING ON SUCCESSORS AND ASSIGNS. This Agreement and all the
provisions hereof will be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, except that
neither this Agreement nor any rights or obligations hereunder may be assigned
by the Company without the prior written consent of holders of a majority of the
outstanding shares of Series A Stock and Series C Stock taken as a whole.
(d) AMENDMENT. This Agreement may be amended only by a written
instrument signed by the Company and the Holders.
(e) WAIVER. Any party hereto may (i) extend the time for the
performance of any of the obligations or other acts of the other party hereto,
(ii) waive any inaccuracies of the other party hereto in the representations and
warranties contained herein or in any document delivered pursuant hereto, and
(iii) waive compliance of the other party hereto with any of the agreements or
conditions herein. Any agreement on the part of a party hereto to any such
extension or waiver shall be valid as to such party if set forth in an
instrument in writing signed by such party.
(f) SEVERABILITY. In the event that any one or more of the
provisions hereof, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, it being
intended that all rights, powers and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.
(g) APPLICABLE LAW. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Oregon, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of Oregon or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than those of the
State of Oregon.
(h) EXPENSES. The Company will pay all reasonable fees and expenses
of outside counsel for Rosewood Capital III, L.P., and Farallon Partners,
L.L.C., and its affiliates incurred in connection with the review, negotiation
and preparation of this Agreement and the other documents arising out of or
related to extension of the redemption dates of their respective investments in
the Company in connection with the New Senior Credit Agreement.
(i) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
(j) DESCRIPTIVE HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of the terms contained herein.
7
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year set forth in the heading hereof.
THE COMPANY: GARDENBURGER, INC.
By /s/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx, President
PREFERRED STOCKHOLDERS: ROSEWOOD CAPITAL III, L.P.
By: Rosewood Capital Associates, LLC,
General Partner
By /s/ Xxxx X. Xxxxxxxx
----------------------------------
Xxxx X. Xxxxxxxx, Managing Director
FARALLON CAPITAL PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P.
TINICUM PARTNERS, L.P., and
FARALLON CAPITAL (CP) INVESTORS, L.P.
By: Farallon Partners, L.L.C.,
as general partners of each
By /s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx,
Managing Member
FARALLON CAPITAL OFFSHORE INVESTORS, INC.
By: Farallon Capital Management, L.L.C.,
Its Agent and Attorney-in-Fact
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Xxxx X. Xxxxxx,
Managing Member
U.S. DEVELOPMENT CAPITAL PORTFOLIO
COMPANY
By [illegible]
----------------------------------
Title Secretary
------------------------------
8
DB CAPITAL INVESTORS, L.P.
By /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxx Xxxxxxx , Partner
------------------------
CASTLEWOOD EXPANSION PARTNERS, L.P.
By BT Investment Partners, Inc.,
its general partner
By /s/ Xxxxxxxx Xxxxxxx
----------------------------------
Xxxxxxxx Xxxxxxx, Director
January 10, 2002
/s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxxx
XXXXXX & XxXXXXX INTERNATIONAL
LAGUNITAS PARTNERS, L.P.
LOCKHEED XXXXXX
XXXXXXXX COLLEGE
By /s/ X. Xxxxxxxxx XxXxxxx
----------------------------------
X. Xxxxxxxxx McBaine, Managing Member
Xxxxxx & XxXxxxx Capital Management LLC
executing in the following capacities:
XXXXXX & McBAINE INTERNATIONAL,
Attorney-in-Fact
LOCKHEED XXXXXX, Attorney in Fact
XXXXXXXX COLLEGE, Attorney in Fact and
LAGUNITAS PARTNERS, L.P., General Partner
9
SCHEDULE I
--------------------------------------------------------------------------------
PURCHASER NAME, ADDRESS, FAX NO. OF SHARES NO. OF SHARES OF NO. OF WARRANT
NO. OF SERIES C SERIES D STOCK SHARES
STOCK
--------------------------------------------------------------------------------
Rosewood Capital III, L.P.
Xxx Xxxxxxxx Xxxxx, Xxxxx
0000 170,000 30,000 171,686
Xxx Xxxxxxxxx, XX 00000
(000) 000-0000
--------------------------------------------------------------------------------
Farallon Capital Partners, 47,600 8,400 48,072
L.P.*
--------------------------------------------------------------------------------
Farallon Capital 51,000 9,000 51,506
Institutional Partners, L.P.*
--------------------------------------------------------------------------------
Farallon Capital 8,500 1,500 8,584
Institutional Partners II,
L.P.*
--------------------------------------------------------------------------------
Farallon Capital Offshore 44,200 7,800 44,639
Investors, Inc.*
--------------------------------------------------------------------------------
Farallon Capital (CP) 5,100 900 5,151
Investors, L.P.*
--------------------------------------------------------------------------------
Farallon Capital 10,200 1,800 10,301
Institutional Partners III,
L.P.*
--------------------------------------------------------------------------------
Tinicum Partners, L.P.* 3,400 600 3,434
--------------------------------------------------------------------------------
DB Capital Investors, L.P.
Attn: Xxx Xxxxxxx
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx 85,000 15,000 85,843
Mailstop NYC01-2602
Xxx Xxxx, XX 00000
Ph: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
Castlewood Expansion 25,500 4,500 25,753
Partners, L.P.
Attn: Xxxxxxxx Xxxxxxx
00 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Mailstop NYC01-2602
Xxx Xxxx, XX 00000
Ph: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
1
--------------------------------------------------------------------------------
U.S. Development Capital
Portfolio Company
Attn: Xxx Xxxx, Secretary 25,500 4,500 25,753
000 Xxxxxxxxx Xxxx Xxxxxx
Xxxxx 000
1000 Xxxxxxxxx Road, N.E.
Xxxxxxx, XX 00000
Ph: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
Xxxxxx & XxXxxxx Capital
Management
Attn: X. Xxxxxxxxx McBaine,
Member Manager
00 Xxxxxx Xxxxx, Xxxxxxxxx
Xxx Xxxxxxxxx, XX 00000
Ph: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
Lagunitas Partners, L.P. 38,250 6,750 38,629
--------------------------------------------------------------------------------
Xxxxxx & McBaine 12,750 2,250 12,877
International
--------------------------------------------------------------------------------
Lockheed Xxxxxx 11,900 2,100 12,018
--------------------------------------------------------------------------------
Xxxxxxxx College 5,100 900 5,151
--------------------------------------------------------------------------------
Xxxxx X. Xxxx
00 Xxxx Xxxxxx Xxxxx
00xx Xxxxx 4,250 750 4,292
Xxxxxxx, XX 00000
Ph: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
Xxxxxxx X. Xxxxxxxxx
000 X. Xxxxxxxx Xxxxxx
Xxxxx 0000 4,250 750 4,292
Xxxxxxx, XX 00000
Ph: (000) 000-0000
--------------------------------------------------------------------------------
Total 552,500 97,500 557,981
--------------------------------------------------------------------------------
* *c/o Farallon Capital Management LLC, Xxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000, Attn: Xxxx Xxxxxx, Facsimile: (000) 000-0000.
2
