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EXHIBIT 4.9
WAIVER AGREEMENT
This Waiver Agreement (the "Agreement") is made and entered into as of
September 9, 1999, by and among General Magic, Inc., a Delaware corporation
(the "Company") and the stockholders listed on the Schedule of Stockholders
attached hereto (each a "Stockholder," and collectively, the "Stockholders"),
which include all of holders of the issued and outstanding shares of the Series
D Convertible Preferred Stock of the Company (the "Series D Stock").
WHEREAS, as of March 30, 1999, the Company issued and sold to the
Stockholders a total of 2,000 shares of its Series D Stock pursuant to a
Securities Purchase Agreement, dated as of March 30, 1999, by and among the
Company and the Stockholders (the "Series D Agreement") and in connection
therewith the Company filed a Certificate of Designations, Preferences and
Rights with respect to the Series D Stock with the Secretary of State of
Delaware (the "Series D COD").
WHEREAS, pursuant to an Exchange Agreement, dated as of the date
hereof, by and among the Company and certain of the Stockholders (the "Exchange
Agreement"), the Company has offered and certain of the Stockholders have agreed
to exchange an aggregate of 1,000 shares of the Series D Stock for the Company's
Series F Convertible Preferred Stock (the "Series F Stock") on a share for share
basis.
WHEREAS, the Stockholders desire to waive their rights under Sections
2(d)(i) and 2(d)(iii) of the Series D COD, Section 4(g) and 4(m) of the Series D
Agreement, Section 8(a) of the warrants issued in connection with the Series C
Convertible Preferred Stock (the "Series C Warrants") and Section 8(a) of the
warrants issued in connection with the Series D Stock (the "Series D Warrants"
and collectively with the Series C Warrants, the "Warrants") with respect to the
issuance of the Series F Stock in connection with the Exchange Agreement;
WHEREAS, the Stockholders desire to waive certain rights under Sections
3(d)(i) and 3(h)(i) of the Series D COD;
WHEREAS, the Stockholders (other than RGC International Investors, LDC
("RGC")) desire to waive all rights relating to the Registration Rights
Agreement, dated as of March 30, 1999, by and among certain of the Stockholders
and the Company, as amended (the "Series D Registration Rights Agreement") under
the Series D COD;
WHEREAS, the Stockholders desire to waive their rights under Section
2(d)(i) of the Series D COD, Section 8(a) of the Series C Warrants and Section
8(a) of the Series D Warrants with respect to the issuance of Common Stock under
that certain Common Stock Investment Agreement, dated as of July 30, 1999, by
and between the Company and Cripple Creek Securities, LLC., as in effect on July
30, 1999 (the "Investment Agreement"), provided there are no amendments or
waivers of provisions thereof (i) relating to (A) the aggregate dollar amount of
the shares of Common Stock issuable under the Investment Agreement, (B) the per
share purchase price or the $2.00 per share minimum purchase price or (C)
additional consideration to be received or costs or expenses recoverable by the
Investor thereunder or (ii) which would result in a larger number of shares of
Common Stock being issued or available for issuance under
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the Investment Agreement than was contemplated on July 30, 1999 by the
Investment Agreement (collectively, the "Prohibited Amendments or Waivers").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Agreement Upon Transfer; Legend.
(a) Each Stockholder agrees not to transfer, sell or exchange
(collectively, "Transfer") any shares of Series D Stock (other than the exchange
for Series F Stock pursuant to the Exchange Agreement) or the Warrants to any
transferee unless such transferee agrees in writing to be bound by the terms and
provisions of this Agreement.
(b) Each certificate representing any shares of Series D Stock or
any Warrants shall be endorsed by the Company with a legend reading
substantially as follows:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AS SET FORTH IN A WAIVER AGREEMENT, DATED
SEPTEMBER 9, 1999, AS IT MAY BE AMENDED FROM TIME TO TIME, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. NO
REGISTRATION OR TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS
OF THE ISSUER UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN
COMPLIED WITH.
2. Rights Under the Series D COD.
(a) Each Stockholder agrees that the issuance of the Series F Stock
as contemplated by the Exchange Agreement and any issuance of Common Stock under
the Investment Agreement, provided there are no Prohibited Amendments or
Waivers, shall not result in any adjustment to the Fixed Conversion Price (as
defined in the Series D COD). Each Stockholder agrees to waive any and all
rights under Section 2(d)(i) of the Series D COD with respect to the issuance of
the Series F Stock and the issuance of the Common Stock under the Investment
Agreement, provided there are no Prohibited Amendments or Waivers.
(b) Each Stockholder agrees that the Ratchet Date, as defined in
Section 2(d)(i)(A) of the Series D COD, shall be the earlier of (i) the date on
which an aggregate of at least 600 Preferred Shares (as defined in the Series D
COD) have been converted pursuant to Section 2 of the Series D COD and (ii) the
date which is one year after the date the Registration Statement (as defined by
and filed pursuant to the Registration Rights Agreement dated September 9, 1999
by and among certain of the Stockholders and the Company (the "Series F
Registration Rights Agreement")) is declared effective by the SEC.
(c) Each Stockholder agrees not to exercise its rights under Section
2(d)(iii) of the Series D COD with respect to the issuance of the Series F Stock
and agrees to waive any and
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all its rights under Section 2(d)(iii) of the Series D COD with respect to
issuance of the Series F Stock.
(d) Each Stockholder (other than RGC as to the shares of Common
Stock issuable upon conversion of the Series D Stock not exchanged by RGC
pursuant to the Exchange Agreement) agrees that the failure of the Registration
Statement (as defined in the Series D COD) to be declared effective within 180
days after the Issuance Date (as defined in the Series D COD) shall not
constitute a Triggering Event (as defined in the Series D COD) under Section
3(d)(i) of the Series D COD or an Excluded Redemption Event (as defined in the
Series D COD) under Section 3(h)(i) of the Series D COD and agrees to waive any
and all rights relating to the failure of such Registration Statement to be
declared effective within such time period, but only to the extent that the
following proviso is enforceable against the Company; provided, however, that
the Company agrees that a Triggering Event (as defined in the Certificate of
Designations, Preferences and Rights of the Series F Stock (the "Series F COD"))
under Section 3(d)(i) of the Series F COD shall constitute a Triggering Event
under Section 3(d)(i) of the Series D COD as of the date of such Triggering
Event under the Series F COD and an Excluded Redemption Event (as defined in the
Series F COD) under Section 3(h)(i) of the Series F COD shall constitute an
Excluded Redemption Event under Section 3(h)(i) of the Series D COD as of the
date of such Excluded Redemption Event under the Series F COD.
(e) Each Stockholder (other than RGC as to the shares of Common
Stock issuable upon conversion of the Series D Stock not exchanged by RGC
pursuant to the Exchange Agreement) agrees that the lapses for any reason in the
effectiveness of or the unavailability of a Registration Statement (as defined
in the Series D COD) shall not constitute a Triggering Event (as defined in the
Series D COD) under Section 3(d)(ii) of the Series D COD or an Excluded
Redemption Event (as defined in the Series D COD) under Section 3(h)(ii) of the
Series D COD and agrees to waive any and all rights relating to the lapses for
any reason in the effectiveness of or the unavailability of such Registration
Statement (but only to the extent that the following proviso is enforceable
against the Company); provided, however, that the Company agrees that a
Triggering Event (as defined in the Series F COD) under Section 3(d)(ii) of the
Series F COD shall constitute a Triggering Event (as defined in the Series D
COD) under Section 3(d)(ii) of the Series D COD as of the date of such
Triggering Event under the Series F COD and an Excluded Redemption Event (as
defined in the Series F COD) under Section 3(h)(ii) of the Series F COD shall
constitute an Excluded Redemption Event (as defined in the Series D COD) under
Section 3(h)(ii) of the Series D COD as of the date of such Excluded Redemption
Event under the Series F COD.
(f) Each Stockholder (other than RGC as to the shares of Common
Stock issuable upon conversion of the Series D Stock not exchanged by RGC
pursuant to the Exchange Agreement) agrees to waive all rights to an extension
to the Maturity Date (as defined by the Series D COD) pursuant to Section 2(g)
of the Series D COD (but only to the extent that the following proviso is
enforceable against the Company); provided, however, that the Company agrees
that an extension to the Maturity Date (as defined in the Series F COD) pursuant
to Section 2(g) of the Series F COD shall result in an equivalent extension to
the Maturity Date (as defined by the Series D COD) under Section 2(g) of the
Series D COD.
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(g) Each Stockholder (other than RGC as to the shares of Common
Stock issuable upon conversion of the Series D Stock not exchanged by RGC
pursuant to the Exchange Agreement) agrees to waive all rights pursuant to
Section 5(i) of the Series D COD (but only to the extent that the following
proviso is enforceable against the Company); provided, however, that the Company
agrees that it will not exercise its rights under Section 5 of the Series D COD
unless on each day during the period beginning 60 trading days prior to the
Company's Election Conversion Date (as defined in the Series D COD) and ending
on and including the Company's Election Conversion Date (as defined in the
Series D COD), no Grace Period (as defined in Section 3(f) of the Series F
Registration Rights Agreement) shall be in effect and the Registration Statement
(as defined in the Series F Registration Rights Agreement) shall have been
effective and available for the sale of no less than 125% of the Registrable
Securities (as defined in the Series F Registration Rights Agreement).
(h) Each Stockholder (other than RGC as to the shares of Common
Stock issuable upon conversion of the Series D Stock not exchanged by RGC
pursuant to the Exchange Agreement) agrees to waive all rights pursuant to
Section 7(i) of the Series D COD (but only to the extent that the following
proviso is enforceable against the Company); provided, however, that the Company
agrees that it will not exercise its rights under Section 7 of the Series D COD
unless on each day during the period beginning 20 trading days prior to the
Company's Reset Redemption Date (as defined in the Series D COD) and ending on
and including the Company's Reset Redemption Date (as defined in the Series D
COD), no Grace Period (as defined in Section 3(f) of the Series F Registration
Rights Agreement) shall be in effect and the Registration Statement (as defined
in the Series F Registration Rights Agreement) shall have been effective and
available for the sale of no less than 125% of the Registrable Securities (as
defined in the Series F Registration Rights Agreement).
(i) The Company and each Stockholder (other than RGC as to the
shares of Common Stock issuable upon conversion of the Series D Stock not
exchanged by RGC pursuant to the Exchange Agreement) agree that (I) the term
"Registration Rights Agreement" as such term is used in Sections 2(b)(xvi),
3(d)(vii), 3(g), 5(v), 6 and 7(iv) of the Series D COD shall mean and refer to
the Series F Registration Rights Agreement; (II) the term "Registration
Statement" as such term is used in Sections 3(i)(i), 3(i)(ii), 4(a) and 6 of
the Series D COD shall mean and refer to the Registration Statement (as defined
in the Series F Registration Rights Agreement); and (III) the term "Registrable
Securities" as such term is used in Sections 3(i)(ii) and 6 of the Series D COD
shall mean and refer to the Registrable Securities (as defined in the Series F
Registration Rights Agreement).
3. Rights under Series D Agreement.
(a) Each of the Stockholders consents, under Section 4(g) of the
Series D Agreement, to the issuance of the Series F Stock as contemplated by the
Exchange Agreement.
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(b) Each of the Stockholders agrees to waive any and all its rights
under Section 4(m) of the Series D Agreement with respect to the issuance of the
Series F Stock as contemplated by the Exchange Agreement.
4. Rights under Series C Warrants and Series D Warrants.
(a) Each Stockholder agrees to exclude the issuance of the Series F
Stock as contemplated by the Exchange Agreement and any issuance of Common Stock
under the Investment Agreement, assuming there are no Prohibited Amendments or
Waivers, from Section 8(a) of the Series C Warrants and agrees that such
issuances shall not result in any adjustment to the Warrant Exercise Price (as
defined in the Series C Warrants). Each Stockholder agrees to waive any and all
rights under Section 8(a) of the Series C Warrants with respect to the issuance
of the Series F Stock and the Common Stock under the Investment Agreement,
assuming there are no Prohibited Amendments or Waivers.
(b) Each Stockholder agrees to exclude the issuance of the Series F
Stock as contemplated by the Exchange Agreement and any issuance of Common Stock
under the Investment Agreement, assuming there are no Prohibited Amendments or
Waivers, from Section 8(a) of the Series D Warrants and agrees that such
issuances shall not result in any adjustment to the Warrant Exercise Price (as
defined in the Series D Warrants). Each Stockholder agrees to waive any and all
rights under Section 8(a) of the Series D Warrants with respect to the issuance
of the Series F Stock and the Common Stock under the Investment Agreement,
assuming there are no Prohibited Amendments or Waivers.
5. Governing Law; Miscellaneous.
(a) Governing Law; Jurisdiction; Jury Trial. The corporate laws of
the State of Delaware shall govern all issues concerning the relative rights of
the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by and interpreted in accordance with the laws of the State of New
York without regard to the principles of conflict of laws. Each party hereby
irrevocably submits to the non-exclusive jurisdiction of (i) the state and
federal courts sitting in the City of New York, borough of Manhattan and (ii)
the state and federal courts sitting in the State of California, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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(b) Counterparts. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.
(c) Headings. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement.
(d) Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
(e) Entire Agreement; Amendments. This Agreement supersedes all
other prior oral or written agreements between the Stockholders, the Company,
their affiliates and persons acting on their behalf with respect to the matters
discussed herein, and, except as specifically set forth herein, neither the
Company nor any Stockholder makes any representation, warranty, covenant or
undertaking with respect to such matters. No provision of this Agreement may be
amended other than by an instrument in writing signed by the Company and holders
of the Series D Stock, the Series F Stock and the Warrants representing at least
2/3 of the shares of the Common Stock issuable upon conversion or exercise of
the Series D Stock, the Series F Stock and the Warrants held by the Stockholders
(determined on an as converted to Common Stock basis at the time of such
determination, without regard to any limitations on conversions or exercises),
and no provision hereof may be waived other than by an instrument in writing
signed by the party against whom enforcement is sought. No such amendment shall
be effective to the extent that it applies to less than all of the holders of
the Series D Stock, the Series F Stock and the Warrants then outstanding. No
consideration shall be offered or paid to any person to amend or consent to a
waiver or modification of any provision of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement or holders
of the Series D Stock, the Series F Stock and the Warrants. Notwithstanding the
foregoing, this last sentence of this Section 5(e) and the provisions relating
to RGC in Sections 2(d), 2(e), 2(f), 2(g), 2(h) and 2(i) shall not be deleted or
otherwise amended without the written consent of RGC.
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(f) Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) upon receipt, when delivered by a
delivery service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:
If to the Company:
General Magic, Inc.
000 X. Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone:(000) 000-0000
Facsimile:(000) 000-0000
Attention:President
With a copy to:
Xxxxxx Godward LLP
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Telephone:(000)000-0000
Facsimile:(000)000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
If to a Stockholder, to its address and facsimile number on the
Schedule of Stockholders, with copies to such Stockholder's representatives as
set forth on the Schedule of Stockholders. Each party shall provide five (5)
days' prior written notice to the other party of any change in address or
facsimile number. Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of such transmission or (C)
provided by a courier or overnight courier service shall be rebuttable evidence
of personal service, overnight or courier delivery or transmission by facsimile
in accordance with clause (i), (ii) or (iii) above, respectively.
(g) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective permitted successors
and assigns. The Company shall not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the holders of the
Series D Stock, the Series F Stock and the Warrants representing at least
two-thirds (2/3) of Common Stock issuable upon conversion or exercise of the
Series D Stock, the Series F Stock and the Warrants held by the Stockholders
(determined on an as converted to Common Stock basis at the time of such
determination, without regard to any limitations on conversions or exercises),
including by merger or consolidation, except pursuant to a Major Transaction
with respect to which the Company is in compliance with Sections 2(d)(iv) and 3
of the Series D COD.
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(h) No Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.
(i) Further Assurances. Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
(j) No Strict Construction. The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.
(k) Remedies. Each Stockholder and each holder of the Series D Stock
shall have all rights and remedies set forth in this Agreement and all rights
and remedies which such holders have been granted at any time under any other
agreement or contract relating to the subject matter hereof and all of the
rights which such holders have under any law. Any person having any rights under
any provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law.
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IN WITNESS WHEREOF, the Stockholders and the Company have caused this
Waiver Agreement to be duly executed as of the date first written above.
COMPANY: INVESTORS:
GENERAL MAGIC, INC. HFTP INVESTMENT LLC
By: Promethean Asset Management, L.L.C.
Its: Investment Manager
By:
----------------------------
Name: Xxxxxx Xxxxxxx
Its: Chief Executive Officer and
President By:
------------------------------------
Name: Xxxxx X. X'Xxxxx, Xx.
Its: President
THEMIS PARTNERS L.P.
By: Promethean Asset Management, L.L.C.
Its: General Partner
By:
------------------------------------
Name: Xxxxx X. X'Xxxxx, Xx.
Its: President
HERACLES FUND
By: Promethean Asset Management, L.L.C.
Its: Investment Advisor
By:
------------------------------------
Name: Xxxxx X. X'Xxxxx, Xx.
Its: President
RGC INTERNATIONAL INVESTORS, LDC
By: Xxxx Xxxx Capital Management,L.P.
Its: Investment Manager
By: RGC General Partner Corp.
Its: General Partner
By:
------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Its: Managing Director
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HALIFAX FUND, L.P.
By: The Palladin Group, L.P.
Its: Attorney-in-Fact
By:
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
PALLADIN PARTNERS I, L.P.
By: Palladin Asset Management, L.L.C.
Its: General Partner
By:
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
PALLADIN OVERSEAS FUND LIMITED
By: The Palladin Group L.P.
Its: Attorney-in-Fact
By:
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
THE GLENEAGLES FUND COMPANY
By: The Palladin Group L.P
Its: Attorney-in-Fact
By:
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
LANCER SECURITIES LTD.
By: The Palladin Group L.P
Its: Attorney-in-Fact
By:
------------------------------------
Name: Xxxxxx Xxxxxxx
Its: Managing Director
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CONSECO DIRECT LIFE
By: The Palladin Group L.P.
Its: Attorney-in-Fact
By:
------------------------------------
Name: Xxxxxx Xxxxxxx
Its: Managing Director
PALLADIN SECURITIES, LLC
By:
------------------------------------
Name: Xxxxxx Xxxxxxx
Its: Principal
XXXXXX CAPITAL LTD.
By:
------------------------------------
Name:
Its: Vice President
XXXXXXX CAPITAL LTD.
By:
------------------------------------
Name:
Its: Vice President
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SCHEDULE OF STOCKHOLDERS
INVESTOR ADDRESS INVESTOR'S REPRESENTATIVES' ADDRESS
INVESTOR NAME AND FACSIMILE NUMBER AND FACSIMILE NUMBER
--------------------------- ----------------------------------------- -----------------------------------
HFTP Investment LLC Promethean Asset Management, L.L.C. Xxxxxx Xxxxxx & Xxxxx
000 Xxxxxxxxx Xxxxxx, 00xx Floor 000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxx X. X'Xxxxx, Xx. Attn: Xxxxxx X. Xxxxxxxx, Esq.
Facsimile: 000-000-0000 Facsimile: 312-902-1061
Telephone: 000-000-0000 Telephone: 000-000-0000
Residence: New York
Themis Partners, L.P. Promethean Asset Management, L.L.C. Xxxxxx Xxxxxx & Xxxxx
000 Xxxxxxxxx Xxxxxx, 00xx Floor 000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxxx X. X'Xxxxx, Xx. Attn: Xxxxxx X. Xxxxxxxx, Esq.
Facsimile: 000-000-0000 Facsimile: 312-902-1061
Telephone: 000-000-0000 Telephone: 000-000-0000
Residence: New York
Heracles Fund Bank of Bermuda (Cayman) Limited Xxxxxx Xxxxxx & Xxxxx
X.X. Xxx 000 525 West Monroe, Suite 1600
0xx Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000-0000
Xx. Xxx'x Drive Attn: Xxxxxx X. Xxxxxxxx, Esq.
Georgetown, Grand Cayman Facsimile: 312-902-1061
Cayman Island, BWI Telephone: 000-000-0000
Attn: Xxxxx X. Xxxxxxxx
Facsimile: 000-000-0000
Residence: Cayman Islands
RGC International Investors, c/o Xxxx Xxxx Capital Management, L.P. Xxxx Xxxx Capital Management, L.P.
LDC 0 Xxxx Xxxxx Xxxx, Xxxxx 000 3 Bala Plaza East, Suite 200
Bala Cynwyd, Pennsylvania Bala Cynwyd, Pennsylvania
Attn: Xxxx Xxxxxxxx Attn: Xxxx Xxxxxxxx
Facsimile: 000-000-0000 Facsimile: 000-000-0000
Telephone: 000-000-0000 Telephone: 000-000-0000
Residence: Cayman Islands
Palladin Partners I, L.P. c/o The Palladin Group L.P. The Palladin Group L.P.
000 Xxxxxxxxx Xxxxxx As Investment Advisor
Xxxxxxxxx, Xxx Xxxxxx 00000 000 Xxxxxxxxx Xxxxxx
Attn: Xxxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: 000-000-0000 Attn: Xxxxx Xxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
Residence: New York Telephone: 000-000-0000
Halifax Fund, L.P. x/x Xxxxx Xxxx Xxxxxxxx (Xxxxxx Xxxxxxx) Ltd. The Palladin Group L.P.
Corporate Centre, West Bay Road As Investment Advisor
X.X. Xxx 00000 SMB 195 Maplewood Avenue
Grand Cayman, Cayman Islands Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: 000-000-0000 Attn: Xxxxx Xxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
Residence: Cayman Islands Telephone: 000-000-0000
The Gleneagles Fund Company c/o Citco Fund Services (Cayman Islands) Ltd. The Palladin Group L.P.
Corporate Centre, West Bay Road As Investment Advisor
X.X. Xxx 00000 SMB 195 Maplewood Avenue
Grand Cayman, Cayman Islands Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: 000-000-0000 Attn: Xxxxx Xxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
Residence: Cayman Islands Telephone: 000-000-0000
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INVESTOR ADDRESS INVESTOR'S REPRESENTATIVES' ADDRESS
INVESTOR NAME AND FACSIMILE NUMBER AND FACSIMILE NUMBER
--------------------------- ----------------------------------------- -----------------------------------
Palladin Overseas Fund Limited x/x Xxxxx Xxxx Xxxxxxxx (Xxxxxx Xxxxxxx) Ltd. The Palladin Group L.P.
Corporate Centre, West Bay Road As Investment Advisor
X.X. Xxx 00000 SMB 195 Maplewood Avenue
Grand Cayman, Cayman Islands Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: 000-000-0000 Attn: Xxxxx Xxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
Residence: Cayman Islands Telephone: 000-000-0000
Xxxxxx Capital Ltd. Citadel Investment Group, L.L.C. Xxxxxx Xxxxxx & Zavis
000 Xxxx Xxxxxxxxxx Xxxxxx 000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxx Attention: Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx X. Simpler Facsimile: (000) 000-0000
Facsimile: (000) 000-0000 Telephone: (000) 000-0000
Telephone: (000) 000-0000
Residence: Illinois
Xxxxxxx Capital Ltd. Citadel Investment Group, L.L.C. Xxxxxx Xxxxxx & Zavis
000 Xxxx Xxxxxxxxxx Xxxxxx 000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx Xxxxxxx Attention: Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx X. Simpler Facsimile: (000) 000-0000
Facsimile: (000) 000-0000 Telephone: (000) 000-0000
Telephone: (000) 000-0000
Residence: Illinois
Lancer Securities Ltd. c/o The Palladin Group L.P. The Palladin Group L.P.
000 Xxxxxxxxx Xxxxxx As Investment Advisor
Xxxxxxxxx, Xxx Xxxxxx 00000 000 Xxxxxxxxx Xxxxxx
Attn: Xxxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: 000-000-0000 Attn: Xxxxx Xxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
Residence: New York Telephone: 000-000-0000
Conseco Direct Life c/o The Palladin Group L.P. The Palladin Group L.P.
000 Xxxxxxxxx Xxxxxx As Investment Advisor
Xxxxxxxxx, Xxx Xxxxxx 00000 000 Xxxxxxxxx Xxxxxx
Attn: Xxxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: 000-000-0000 Attn: Xxxxx Xxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
Residence: New York Telephone: 000-000-0000
Palladin Securities, LLC c/o The Palladin Group L.P. The Palladin Group L.P.
000 Xxxxxxxxx Xxxxxx As Investment Advisor
Xxxxxxxxx, Xxx Xxxxxx 00000 000 Xxxxxxxxx Xxxxxx
Attn: Xxxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Facsimile: 000-000-0000 Attn: Xxxxx Xxxxxxx
Telephone: 000-000-0000 Facsimile: 000-000-0000
Residence: New York Telephone: 000-000-0000
