EXHIBIT 10.20
CO-INVEST PURCHASE AGREEMENT
THIS CO-INVEST PURCHASE AGREEMENT (this "AGREEMENT") is made as of
February 14, 2002, by and between TSI Telecommunication Holdings, LLC, a
Delaware limited liability company (the "COMPANY"), and Project Networks
Partners LLC, a Delaware limited liability company (the "PURCHASER").
The Company and Purchaser desire to enter into an agreement pursuant
to which Purchaser will purchase, and the Company will sell 158.35 Class B
Preferred Units of the Company (the "CLASS B PREFERRED") and 49,602.54 Common
Units of the Company (the "COMMON UNITS"). All Class B Preferred and Common
Units acquired by Purchaser pursuant to this Agreement are referred to herein as
"CO-INVEST UNITS". Certain definitions are set forth in SECTION 8 of this
Agreement.
Concurrently with the execution and delivery of this Agreement by the
Company and Purchaser, GTCR Fund VII, L.P., a Delaware limited partnership
("GTCR FUND VII"), GTCR Fund VII/A, L.P., a Delaware limited partnership ("GTCR
FUND VII/A"), GTCR Co-Invest, L.P., a Delaware limited partnership ("GTCR
CO-INVEST", and together with GTCR Fund VII, GTCR Fund VII/A and any other
investment fund managed by GTCR Xxxxxx Xxxxxx, L.L.C., each an "INVESTOR" and
collectively, the "INVESTORS") will enter into a unit purchase agreement with
the Company (the "INVESTOR PURCHASE AGREEMENT") pursuant to which the Investors
will purchase Class B Preferred and Common Units in accordance with the terms
thereof. Certain provisions of this Agreement are intended for the benefit of,
and will be enforceable by, the Investors.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. PURCHASE AND SALE OF CO-INVEST UNITS.
(a) Upon execution of this Agreement, Purchaser will purchase, and
the Company will sell, 49,602.54 Common Units at a price of $0.0333 per unit,
and 158.35 units of Class B Preferred at a price of $1,000 per unit. Purchaser
further agrees that in connection with the transactions contemplated by this
Agreement, Purchaser will execute and deliver to the Company, this Agreement,
the Securityholders Agreement, the Registration Agreement and the LLC Agreement
and each of the other agreements contemplated hereby or thereby and make the
investment in the Company described herein. The Company will deliver to
Purchaser copies of the certificates representing the Common Units and Class B
Preferred purchased by Purchaser, and Purchaser will deliver to the Company a
cashier's or certified check or wire transfer of immediately available funds in
the aggregate amount equal to the aggregate purchase price for the Class B
Preferred and Common Units being purchased by Purchaser.
(b) Upon the purchase from time to time by the Investors of
Securities (as defined in the Investor Purchase Agreement) of the Company
pursuant to SECTION 1B(ii) of the Investor Purchase Agreement, Purchaser will
purchase, and the Company will sell, (i) units of Class B Preferred, (ii) Common
Units or (iii) any combination of such Securities at the same prices and in the
same proportions as the Investors purchase (each such purchase, a "SUBSEQUENT
CLOSING"). The amount to be invested by Purchaser at any Subsequent Closing
shall equal the result of (i) the amount being invested by the Investors in
connection with such Subsequent Closing DIVIDED BY $244,687,059 MULTIPLIED BY
(ii) $175,686; PROVIDED that without Purchaser's prior consent the aggregate
amount required to be invested by Purchaser pursuant to SECTIONS 1(a) and (b)
shall not at any time exceed $175,686. The Company will deliver to Purchaser
copies of the certificates representing such Securities purchased by Purchaser,
and Purchaser will deliver to the Company a cashier's or certified check or wire
transfer of immediately available funds in the aggregate amount equal to the
price per unit of such Class B Preferred or Common Unit MULTIPLIED BY the number
of such units so purchased by Purchaser at such Subsequent Closing.
(c) In connection with the purchase and sale of the Co-Invest Units,
Purchaser represents and warrants to the Company that:
(i) The Co-Invest Units to be acquired by Purchaser pursuant to
this Agreement will be acquired for Purchaser's own account and not with a
view to, or intention of, distribution thereof in violation of the
Securities Act, or any applicable state securities laws, and the Co-Invest
Units will not be disposed of in contravention of the Securities Act or any
applicable state securities laws.
(ii) Purchaser is sophisticated in financial matters and is able
to evaluate the risks and benefits of the investment in the Co-Invest
Units.
(iii) Purchaser is able to bear the economic risk of its
investment in the Co-Invest Units for an indefinite period of time because
the Co-Invest Units have not been registered under the Securities Act and,
therefore, cannot be sold unless subsequently registered under the
Securities Act or an exemption from such registration is available.
(iv) Purchaser has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of
Co-Invest Units and has had full access to such other information
concerning the Company as it has requested.
(v) Purchaser is a limited liability company duly organized,
validly existing and in good standing under the laws of Delaware and is
qualified to do business in every jurisdiction in which the failure to so
qualify might reasonably be expected to have a material adverse effect on
the financial condition, operating results, assets, operations or business
prospects of Purchaser. Purchaser has all requisite limited liability
company power and authority and all material licenses, permits and
authorizations necessary to own and operate its properties, to carry on its
businesses as now conducted and presently proposed to be conducted and to
carry out the transactions contemplated by this Agreement. The copy of
Purchaser's Limited Liability Company Agreement which
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has been furnished to the Investors' counsel reflect all amendments made
thereto at any time prior to the date of this Agreement and are correct and
complete. Schedule A attached to Purchaser's Limited Liability Company
Agreement contains a complete and correct list of the names and addresses
of all of the members of Purchaser, and sets forth the respective capital
contributions, unit ownership and states of residency of each member.
(vi) The execution, delivery and performance of this Agreement,
the Securityholders Agreement, the Registration Agreement, the LLC
Agreement and all other agreements contemplated hereby to which Purchaser
is a party has been duly authorized by Purchaser. This Agreement, the
Securityholders Agreement, the Registration Agreement, the LLC Agreement
and all other agreements contemplated hereby each constitutes a valid and
binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms. The execution and delivery by Purchaser of this
Agreement, the Securityholders Agreement, the Registration Agreement, the
LLC Agreement and all other agreements contemplated hereby to which
Purchaser is a party and the fulfillment of and compliance with the
respective terms hereof and thereof by Purchaser do not and will not (i)
conflict with or result in a breach of the terms, conditions or provisions
of, (ii) constitute a default under, (iii) result in the creation of any
lien, security interest, charge or encumbrance upon Purchaser's membership
units or assets pursuant to, (iv) give any third party the right to modify,
terminate or accelerate any obligation under, (v) result in a violation of,
or (vi) require any authorization, consent, approval, exemption or other
action by or notice to any court or administrative or governmental body
pursuant to, Purchaser's Limited Liability Company Agreement or any law,
statute, rule or regulation to which Purchaser is subject, or any
agreement, instrument, order, judgment or decree to which the Purchaser is
a party or by which it is bound.
(vii) Each of the members of Purchaser is an accredited investor
as such term is defined in the Securities Act and the rules and regulations
promulgated thereunder.
2. COVENANTS.
(a) Concurrently with the execution of this Agreement, Purchaser
shall execute in blank ten security transfer powers in the form of Exhibit A
attached hereto (the "Security Powers") with respect to the Co-Invest Units and
shall deliver such Security Powers to the Company. The Security Powers shall
authorize the Company to assign, transfer and deliver the Co-Invest Units to the
appropriate acquiror thereof pursuant to Section 3 below and Section 6 of the
Securityholders Agreement and under no other circumstances.
(b) Purchaser has no reason to believe that its members lack the
financial resources necessary to fund their obligations under this Agreement or
any other agreement or instrument executed and delivered by Purchaser in
connection with the transactions contemplated herein or therein.
3. REPURCHASE OPTION.
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(a) If at any time Purchaser fails to purchase any of the Securities
it is required to purchase pursuant to SECTION 1(b) above (a "TRIGGERING
EVENT"), the Investors shall have the option to repurchase (the "REPURCHASE
OPTION") the Common Units purchased by such Purchaser pursuant to this Agreement
(whether held by Purchaser or one or more of Purchaser's transferees, other than
the Company and Investors), pursuant to the terms, conditions and procedures set
forth in SECTIONS 3(b), (c) and (d) below.
(b) Upon a Triggering Event, the number of Common Units subject to
the Repurchase Option at any time (the "REPURCHASE UNITS") shall be equal to (i)
1 MINUS a fraction, the numerator of which shall be the amount actually invested
by Purchaser in connection with a Subsequent Closing, and the denominator of
which shall be the amount required to be invested by Purchaser pursuant to
SECTION 1(b) at such Subsequent Closing MULTIPLIED BY (ii) the aggregate number
of Common Units purchased by Purchaser as of the applicable Triggering Event (as
adjusted for unit splits, dividends, recapitalizations and similar
transactions). The purchase price for each Common Unit will be the Purchaser's
Original Cost for such unit.
(c) The Investors may elect to purchase any or all of the Repurchase
Units by delivering written notice to the holders of the Repurchase Units and
the Company within 60 days of the Triggering Event.
(d) Within 90 days of the Triggering Event, the Company shall provide
the Investors and each holder of the Repurchase Units with written notice
specifying the number of units being purchased by the Investors from each
holder, the aggregate purchase price and the time and place of the closing of
the transaction (which date shall not be more than 30 days or less than 5 days
after delivery of such notice).
(e) The Investors will pay for the Repurchase Units to be purchased
by them pursuant to this SECTION 3 by first offsetting amounts outstanding under
any bona fide debts owed by the holder of the Repurchase Units to any of the
Investors. Each Investor will pay for the Repurchase Units to be purchased by it
by a check or wire transfer of funds after offsetting any bona fide debts owed
by the holder of the Repurchase Units to any of the Investors.
(f) Upon a Triggering Event, Purchaser's future right to purchase
Securities pursuant to SECTION 1(b) above, and its right of first refusal set
forth in SECTION 4 of the Securityholders Agreement, shall terminate
immediately.
4. RESTRICTIONS ON AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT.
Purchaser shall not amend, restate, modify or waive any provision of its Limited
Liability Company Agreement without the prior written consent of GTCR Fund VII.
Purchaser shall enforce the provisions of its Limited Liability Company
Agreement and shall exercise all of its rights and remedies thereunder
(including any restrictions on transfers of units) unless it is otherwise
directed in writing by GTCR Fund VII.
5. RESTRICTIONS ON TRANSFER OF CO-INVEST UNITS.
(a) LEGEND. The certificates representing the Co-Invest Units will
bear a legend in substantially the following form:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
AS OF FEBRUARY 14, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND
CERTAIN OTHER AGREEMENTS SET FORTH IN A CO-INVEST PURCHASE AGREEMENT
BETWEEN THE COMPANY AND A MEMBER OF THE COMPANY DATED AS OF FEBRUARY
14, 2002. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER
HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(b) OPINION OF COUNSEL. No holder of any Co-Invest Units may Transfer
any Co-Invest Units (except pursuant to a Public Sale) without first delivering
to the Company a written notice describing in reasonable detail the proposed
Transfer, together with, if requested by the Company, an opinion of counsel
(reasonably acceptable in form and substance to the Company) that neither
registration nor qualification under the Securities Act and applicable state
securities laws is required in connection with such transfer. In addition, if
the holder of the Co-Invest Units delivers to the Company an opinion of counsel
that no subsequent Transfer of such Co-Invest Units shall require registration
under the Securities Act, the Company shall promptly upon such contemplated
Transfer deliver new certificates for such Co-Invest Units which do not bear the
Securities Act portion of the legend set forth in SECTION 5(a); PROVIDED that an
opinion of counsel shall not be required in connection with a Transfer of
Co-Invest Units pursuant to a Public Sale. If the Company is not required to
deliver new certificates for such Co-Invest Units not bearing such legend, the
holder thereof shall not Transfer the same until the prospective transferee has
confirmed to the Company in writing its agreement to be bound by the conditions
contained in this SECTION 5.
6. DEFINITIONS.
"AFFILIATE" means, (i) with respect to any Person, any Person that
controls, is controlled by or is under common control with such Person or an
Affiliate of such Person, and (ii) with respect to any Investor, any general or
limited partner of such Investor or any other person, entity or investment fund
controlling, controlled by or under common control with such Investor.
"CO-INVEST UNITS" will continue to be Co-Invest Units in the hands of
any holder other than Purchaser (except for the Company and the Investors and
except for transferees in a Public Sale), and except as otherwise provided
herein, each such other holder of Co-Invest Units will succeed to all rights and
obligations attributable to Purchaser as a holder of Co-Invest Units hereunder.
Co-Invest Units will also include equity of the Company (or a corporate
successor to the Company) issued with respect to Co-Invest Units (i) by way of a
unit split, unit dividend, conversion, or other recapitalization or (ii) by way
of reorganization or recapitalization of the
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Company in connection with the incorporation of a corporate successor prior to a
Public Offering.
LLC AGREEMENT" means the Limited Liability Company Agreement of the
Company, dated February 14, 2002, among those Persons who from time to time are
parties thereto, as the same may be amended from time to time pursuant to the
terms thereof.
"ORIGINAL COST" means, with respect to each Common Unit purchased
hereunder, $0.333 (as proportionately adjusted for all subsequent unit splits,
unit dividends and other recapitalizations).
"PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"PUBLIC OFFERING" means the sale in an underwritten public offering
registered under the Securities Act of equity securities of the Company or a
corporate successor to the Company.
"PUBLIC SALE" means (i) any sale pursuant to a registered public
offering under the Securities Act or (ii) any sale to the public pursuant to
Rule 144 promulgated under the Securities Act effected through a broker, dealer
or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).
"REGISTRATION AGREEMENT" means the Registration Agreement, dated as of
the date hereof, by and among the Company, the Investors (or an Affiliate
thereof) and the other Persons party thereto from time to time, as the same may
be amended from time to time pursuant to the terms thereof.
"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.
"SECURITYHOLDERS AGREEMENT" means the Securityholders Agreement of
even date herewith among the Company and certain of its securityholders, as the
same may be amended from time to time pursuant to the terms thereof.
"TRANSFER" means to sell, transfer, assign, pledge or otherwise
dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).
7. NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable
overnight courier service (charges prepaid) to the recipient at the address
below indicated:
IF TO THE COMPANY:
TSI Telecommunication Holdings, LLC
000 Xxxxx Xxxxxxxx Xxxxxx
0
Xxxxx, Xxxxxxx 00000
Attention: G. Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
AND
TSI Telecommunication Holdings, LLC
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx, Jr.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH COPIES TO:
GTCR Fund VII, L.P., GTCR Fund VII/A, L.P.
and GTCR Co-Invest, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
AND:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
IF TO PURCHASER:
Project Network Partners LLC
c/o Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
WITH A COPIES TO:
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Project Network Partners LLC
c/o Xxx Xxxx
000 Xxxx 00xx Xxxxxx, Xxx. 00X
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
AND:
Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
IF TO THE INVESTORS:
GTCR Fund VII, L.P., GTCR Fund VII/A, L.P.
and GTCR Co-Invest, L.P.
c/o GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH A COPY TO:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.
8. GENERAL PROVISIONS.
(a) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or attempted
Transfer of any Co-Invest Units in violation of any provision of this Agreement
shall be void, and the
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Company shall not record such Transfer on its books or treat any purported
transferee of such Co-Invest Units as the owner of such equity for any purpose.
(b) SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) COMPLETE AGREEMENT. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
(d) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(e) SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Purchaser, the Company, the Investors and their respective successors and
assigns (including subsequent holders of Co-Invest Units); PROVIDED that the
rights and obligations of Purchaser under this Agreement shall not be assignable
except in connection with a permitted transfer of Co-Invest Units hereunder.
(f) CHOICE OF LAW. The law of the State of Delaware will govern all
questions concerning the relative rights of the Company and its members. All
other questions concerning the construction, validity and interpretation of this
Agreement will be governed by and construed in accordance with the internal laws
of the State of Delaware, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware.
(g) REMEDIES. Each of the parties to this Agreement (including the
Investors) will be entitled to enforce its rights under this Agreement
specifically, to recover damages and costs (including attorney's fees) caused by
any breach of any provision of this Agreement and to exercise all other rights
existing in its favor.
(h) AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company, the
members of Purchaser holding a majority of the Co-Invest Units held by
Purchaser, and the Majority Holders (as defined in the Investor Purchase
Agreement).
(i) BUSINESS DAYS. If any time period for giving notice or taking
action hereunder expires on a day which is a Saturday, Sunday or holiday in the
state in which the
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Company's chief executive office is located, the time period shall be
automatically extended to the business day immediately following such Saturday,
Sunday or holiday.
(j) ADJUSTMENTS OF NUMBERS. All numbers set forth herein which refer
to unit prices or amounts will be appropriately adjusted to reflect unit splits,
unit dividends, combinations of units and other recapitalizations affecting the
subject class of equity.
(k) LLC AGREEMENT. Purchaser hereby irrevocably waives any right he
may have under Section 18-305 of the Delaware Limited Liability Company Act.
(l) DEEMED TRANSFER OF COMMON UNITS. If the Investors and/or any
other Person acquiring securities shall make available, at the time and place
and in the amount and form provided in this Agreement, the consideration for the
Co-Invest Units to be repurchased in accordance with the provisions of this
Agreement, then from and after such time, the Person from whom such units are to
be repurchased shall no longer have any rights as a holder of such units (other
than the right to receive payment of such consideration in accordance with this
Agreement), and such units shall be deemed purchased in accordance with the
applicable provisions hereof and the Investors and/or any other Person acquiring
securities shall be deemed the owner and holder of such units, whether or not
the certificates therefor have been delivered as required by this Agreement.
(m) RIGHTS GRANTED TO GTCR AND ITS AFFILIATES. Any rights granted to
GTCR VII, GTCR VII/A, GTCR Co-Invest and their Affiliates hereunder may also be
exercised (in whole or in part) by their designees (which may be Affiliates of
GTCR Fund VII, GTCR Fund VII/A and/or GTCR Co-Invest).
* * * * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Co-Invest
Purchase Agreement on the date first written above.
TSI TELECOMMUNICATION
HOLDINGS, LLC
By: /s/ G. Xxxxxx Xxxxx
Name: G. Xxxxxx Xxxxx
Its: Chief Executive Officer
PROJECT NETWORK PARTNERS LLC
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Its: Treasurer
SIGNATURE PAGES TO XXXXXX PURCHASE AGREEMENT
PAGE 1 OF 2
Agreed and Accepted:
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
GTCR FUND VII/A, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
SIGNATURE PAGES TO XXXXXX PURCHASE AGREEMENT
PAGE 2 OF 2
