ADVISORY AGREEMENT
ADVISORY
AGREEMENT made this 15th
day of
August, 2007, by and among VGG Holding LLC, a Delaware limited liability company
("VGG
Holding"),
AX
Holding Corp., a Delaware corporation ("Holding"),
Aeroflex Incorporated, a Delaware corporation ("Aeroflex"
and,
together with Holding, the "Companies"
and
each, a "Company"),
Veritas Capital Fund Management, L.L.C., a Delaware limited liability company
("Veritas"),
GGC
Administration, LLC, a Delaware limited liability company ("Golden
Gate"),
and
Xxxxxxx, Xxxxx & Co. ("Goldman")
(each
an "Advisor"
and
collectively, the "Advisors").
W
I T
N E S S E T H:
WHEREAS,
Affiliates of the Advisors are members of VGG Holding;
WHEREAS,
VGG Holding owns all of the outstanding capital stock of Holding;
WHEREAS,
the Companies desire to retain the Advisors to provide business and
organizational strategy, financial and advisory services to the Companies and
their direct and indirect subsidiaries upon the terms and conditions hereinafter
set forth, and the Advisors are willing to undertake such
obligations;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, the parties agree as follows:
1. Appointment.
The
Companies hereby engage the Advisors, and each Advisor severally and not jointly
hereby agrees, upon the terms and subject to the conditions set forth herein,
to
provide certain services to the Companies and their direct and indirect
subsidiaries as described in Section
3
hereof.
2. Term.
The
term of this Agreement (the "Term")
shall
be for an initial term commencing on the date hereof and expiring December
31,
2013. Such term shall be renewed automatically for additional one-year terms
thereafter unless the Advisors or the Companies shall give notice in writing
within thirty (30) days before the expiration of the initial term or any
one-year renewal thereof of its desire to terminate this Agreement. The rights
and obligations of an Advisor under this Agreement shall automatically terminate
if Affiliates of such Advisor cease to own Percentage Interests of VGG Holding
of at least 5%. If any Advisor gives notice of non-renewal pursuant to the
second sentence of this Section 2 or the rights and obligations of any Advisor
are terminated pursuant to the third sentence of this Section 2, then the term
of this Agreement shall nevertheless be renewed with respect to each other
Advisor and the annual fee payable pursuant to Section
5(b)
to the
terminating Advisor shall thereafter be payable to the remaining Advisors pro
rata in accordance with the portion of the Advisory Fee payable pursuant to
Section
5(b)
to the
terminating Advisor shall thereafter be payable to the remaining Advisors pro
rata in accordance with the proportion that the Percentage Interests of the
Affiliates of each remaining Advisor bears to the aggregate Percentage Interests
of the Affiliates of all remaining Advisors unless otherwise agreed by such
remaining Advisors. The provisions of Section
6
shall
survive the termination of this Agreement. "Percentage
Interests"
shall
have the meaning ascribed to it in the amended and restated limited liability
company agreement of VGG Holding LLC, dated as of the date hereof, among the
parties thereto, as the same may be amended from time to time (the "LLC
Agreement").
3. Duties
of the Advisors.
Each
Advisor shall provide the Companies and their direct and indirect subsidiaries
with such services for the Companies and their direct and indirect subsidiaries
as mutually agreed by the Advisors and VGG Holding’s board of managers, which
may include, without limitation, business and organizational strategy, financial
and advisory services (collectively, the "Services").
The
fees and other compensation specified in this Agreement will be payable by
the
Companies regardless of the extent of Services requested by the Companies
pursuant to this Agreement, and regardless of whether or not the Companies
request the Advisors to provide any such Services.
3.1. Exclusions
from "Services".
Notwithstanding anything in the foregoing to the contrary, the following
services are specifically excluded from the definition of "Services":
(a) Independent
Accounting Services.
Accounting services rendered to the Companies, their direct or indirect
subsidiaries, or the Advisors with respect to the Companies, with prior notice
and consultation with the management of the Companies, by an independent
accounting firm or accountant (i.e.,
an
accountant who is not an employee of any of the Advisors or their
Affiliates);
(b) Legal
Services.
Legal
services rendered to the Companies, their direct or indirect subsidiaries,
or
any of the Advisors with respect to the Companies, with prior notice and
consultation with the management of the Companies, by an independent law firm
or
attorney (i.e.,
an
attorney who is not an employee of any of the Advisors or their Affiliates);
and
(c) Independent
Actuarial Services.
Actuarial services rendered to the Companies, their direct or indirect
subsidiaries, or any of the Advisors with prior notice and consultation with
the
management of the Companies, by an independent actuarial firm or actuary
(i.e.,
an
actuary who is not an employee of any of the Advisors or their
Affiliates).
(d) For
the
avoidance of doubt, nothing herein shall prevent the Companies from separately
engaging Goldman or its Affiliates to provide investment banking or other
financial advisory services for additional compensation on terms approved by
the
board of managers of VGG Holding.
3.2. Definition
of Affiliate.
"Affiliate"
shall
mean, with respect to any specified individual, corporation, limited liability
company, partnership, association, trust or other entity or organization (each,
a "Person"),
a
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with, such specified
Person (it being understood that a Person shall be deemed to "control"
another
Person, for purposes of this definition, if such Person directly or indirectly
has the power to direct or cause the direction of the management and policies
of
such other Person, whether through holding beneficial ownership interests in
such other Person, through contracts or otherwise).
4. Powers
of the Advisors.
So that
they may properly perform their duties hereunder, the Advisors shall, subject
to
Section
8
hereof,
have the authority to do all things necessary and proper to carry out the duties
set forth in Section
3.
2
5. Compensation
and Reimbursement.
(a) Merger
Fee.
As
consideration payable to the Advisors with respect to the services provided
by
the Advisors in connection with the acquisition of the capital stock of Aeroflex
on the date hereof and the financing related thereto, which services included,
but were not limited to, financial advisory services and corporate structure
review (the "Initial
Services"),
the
Companies shall pay to the Advisors a transaction fee (the "Merger
Fee")
in an
aggregate amount equal to $22,000,000, earned and payable on the date hereof,
which Merger Fee shall be apportioned among the Advisors as follows: (i) to
Veritas, $10,175,000, (ii) to Golden Gate, $5,912,500 and (iii) to Goldman,
$5,912,500.
(b) Annual
Advisory Fee.
As
consideration payable to the Advisors or any of their Affiliates for providing
the Services to the Companies and their direct and indirect subsidiaries, the
Companies shall pay to the Advisors an annual advisory fee (the "Advisory
Fee")
in an
aggregate amount equal to the greater of (i) $2,200,000 and (ii) 1.8% of
Consolidated Adjusted EBITDA (as defined in the Credit and Guaranty Agreement,
dated as of the date hereof, among the Company, certain subsidiaries of the
Company and the lenders thereto, as amended from time to time) for the prior
fiscal year, due and payable in advance on each anniversary of the date hereof;
provided that the annual fee in respect of the first full year shall be paid
on
October 1, 2007. The Advisory Fee shall be apportioned among the Advisors as
follows: (i) 45.4545455% to Veritas, (ii) 31.8181818% to Golden Gate, and (iii)
22.72727273% to Goldman; provided
that, if, at any time after the date hereof, there is a change in the Percentage
Interests of VGG Holding owned by the Affiliates of any Advisor, the amounts
payable to the Advisors pursuant to this Section 5(b) shall be adjusted and
thereafter be payable to the Advisors pro rata in accordance with the proportion
that the Percentage Interests of the Affiliates of each Advisor bears to the
aggregate Percentage Interests of the Affiliates of all Advisors (after giving
effect to any changes in the Percentage Interests of the Affiliates of each
Advisor). Such
payments shall accrue to the extent not paid.
(c) Transaction
Fees.
In
connection with any transaction in which the Companies or their direct or
indirect subsidiaries may be involved in the future, including, without
limitation, acquisitions, divestitures, financings (including additional equity
investments in VGG Holding) or liquidity events, (each, a "Transaction")
the
Company shall pay to the Advisors an aggregate fee (a "Transaction
Fee")
equal
to (i) if any Advisor or its Affiliates provides any debt or equity financing
(or any commitment to provide such financing) in connection with such
Transaction, not less than the amount which, when allocated pro rata in
accordance with the proportion that the Percentage Interests of the Affiliates
of each Advisor bears to the aggregate Percentage Interests of the Affiliates
of
all Advisors (after giving effect to any changes in the Percentage Interests
of
the Affiliates of each Advisor) at such time (taking into account any new
investment being made at such time), provides to such Advisor a fee of 1% of
the
amount of such financing (or commitment) and (ii) if no Advisor nor any of
their
respective Affiliates is providing any such financing (or commitment), not
less
than 1% of the aggregate value (as determined by the board of managers of VGG
Holding) of such Transaction. Such payments shall accrue to the extent not
paid.
For the avoidance of doubt, no Transaction Fee (other than the Merger Fee)
shall
be payable to any Advisor in respect of the Initial Services.
3
(d) Out
of
Pocket Expenses.
In
addition to any fees payable to the Advisors pursuant to this Agreement, the
Companies shall, or shall cause one or more of their Affiliates to, at the
direction of the Advisors, pay directly or reimburse each of the Advisors or
any
of their Affiliates, from time to time upon request, for any Expenses (as
hereinafter defined) incurred in connection with the Services provided for
in
Section
3
hereof.
For purposes of this Agreement, the term "Expenses"
shall
mean the reasonable amounts paid by an Advisor or any of its Affiliates in
connection with the Services provided for in Section
3,
any
requested amendment or waiver of any agreement between the Advisor and its
Affiliates that own an equity interest in VGG Holding and the sale or
disposition by such Affiliate or Advisor of its equity interests in VGG Holding,
including without limitation (i) fees and disbursements of any independent
professionals and organizations, including independent auditors and outside
legal counsel, investment bankers or other financial advisors or consultants,
(ii) costs of any outside services of independent contractors such as
financial printers, couriers, business publications or similar services and
(iii) transportation, per diem, telephone calls, entertainment and all
other reasonable expenses actually incurred by the Advisor or any of its
Affiliates in rendering the Services provided for herein. All reimbursements
for
Expenses shall be made promptly upon or as soon as practicable after
presentation by the Advisor to the Companies of the statement in connection
therewith. Nothing in this Section 5 shall limit any obligations of VGG Holding
to reimburse any costs and expenses to the Advisors or their Affiliates as
provided in the LLC Agreement.
6. Indemnification.
(a) The
Companies will, jointly and severally, indemnify and hold harmless, to the
fullest extent permitted by law, each of the Advisors and their respective
officers, directors, employees, members, partners, agents, representatives,
Affiliates and controlling persons (if any) (each being an "Indemnified
Party")
from
and against any and all losses, claims, damages and liabilities, joint or
several (the "Liabilities"),
to
which such Indemnified Party may become subject under any applicable federal
or
state law, any claim made by any third party or otherwise, relating to or
arising out of the Services contemplated by this Agreement or the engagement
of
the Advisors pursuant to, and the performance by the Advisors or such
Indemnified Party of the Services, and the Companies will reimburse any
Indemnified Party for all costs and expenses (including without limitation
reasonable attorneys' fees and expenses) as they are incurred in connection
with
the investigation of, preparation for or defense of any pending or threatening
claim, or any action or proceeding arising therefrom, whether or not such
Indemnified Party is a party thereto. The Companies will not be liable under
the
foregoing indemnification provision to the extent that any loss, claim, damage,
liability, cost or expense is determined by a court, in a final judgment from
which no further appeal may be taken, to have resulted solely from the gross
negligence or willful misconduct of the Indemnified Party. The reimbursement
and
indemnity obligations of the Companies under this paragraph shall be in addition
to any liability which the Companies may otherwise have, shall extend upon
the
same terms and conditions to any Affiliate of the Advisors and the stockholders,
officers, directors, employees, members, partners, agents, representatives,
Affiliates and controlling persons (if any), as the case may be, of the Advisors
and any such Affiliate and shall be binding upon and inure to the benefit of,
and shall be enforceable by, any successors, assigns, heirs and personal
representatives of the Companies, the Advisors, any such Affiliate and any
such
person.
4
(b) If
such
indemnification is for any reason not available or insufficient to hold an
Indemnified Party harmless, the Companies agree to contribute to the Liabilities
involved in such proportion as is appropriate to reflect the relative benefits
received (or anticipated to be received) by the Companies, on the one hand,
and
by the Advisors, on the other hand, with respect to the Services or, if such
allocation is determined by a court or arbitral tribunal to be unavailable,
in
such proportion as is appropriate to reflect other equitable considerations
such
as the relative fault of the Companies, on the one hand, and of the Advisors,
on
the other hand; provided, however, that to the extent permitted by applicable
law, the Indemnified Parties shall not be responsible for amounts which in
the
aggregate are in excess of the amount of all fees actually received by the
Advisors from the Company with respect to the Services. Relative benefits to
the
Companies, on the one hand, and to the Advisors, on the other hand, with respect
to the Services shall be deemed to be in the same proportion as (i) the total
value received or proposed to be received by the Companies in connection with
the Services or any transactions to which the Services relate bears to (ii)
all
fees actually received by the Advisors in connection with the Services. Relative
fault shall be determined, in the case of Liabilities arising out of or based
on
any untrue statement or any alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Companies to the Advisors and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act
of
1933, as amended) shall be entitled to contribution from any person who was
not
guilty of such fraudulent misrepresentation.
(c) Upon
receipt by an Indemnified Party of actual notice of any pending or threatened
action, claim, suit, investigation or proceeding (an "Action")
against such Indemnified Party with respect to which indemnity may be sought
under this Agreement, such Indemnified Party shall promptly notify the Companies
in writing; provided that failure to so notify the Companies shall not relieve
the Companies from any liability which the Companies may have on account of
the
indemnity provisions under this Agreement or otherwise, except to the extent
the
Companies shall have been materially prejudiced by such failure. The Companies
shall have the right to assume the defense of any such Action including the
employment of counsel reasonably satisfactory to such Indemnified Party. Any
Indemnified Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of
such
counsel shall be at the expense of such Indemnified Party, unless: (i) the
Companies have failed to assume the defense and employ counsel promptly or
(ii)
the named parties to any such Action (including any impleaded parties) include
such Indemnified Party and the Companies, and such Indemnified Party shall
have
been advised by counsel that there may be one or more legal defenses available
to it which are different from or in addition to those available to the
Companies; provided that the Companies shall not in such event be responsible
hereunder for the fees and expenses of more than one firm of separate counsel
in
connection with any Action in the same jurisdiction, in addition to any local
counsel. The Companies shall not, without the Advisors' prior written consent,
settle, compromise, or consent to the entry of any judgment in or otherwise
seek
to terminate any Action in respect of which indemnification may be sought
hereunder (whether or not any Indemnified Party is a party therein) unless
the
Companies have given the Advisors reasonable prior written notice thereof and
such settlement, compromise, consent or termination includes an unconditional
release of each Indemnified Party from any liabilities arising out of such
Action. The Companies will not permit any such settlement, compromise, consent
or termination to include a statement as to, or an admission of, fault,
culpability or a failure to act by or on behalf of an Indemnified Party, without
such Indemnified Party's prior written consent. No Indemnified Party seeking
indemnification, reimbursement or contribution under this Agreement will,
without the Companies' prior written consent, settle, compromise, consent to
the
entry of any judgment in or otherwise seek to terminate any Action referred
to
herein.
(d) The
Companies' obligations hereunder shall be in addition to any rights that any
Indemnified Party may have at common law or otherwise.
5
(e) The
provisions of this Section 6 and any modification thereof shall apply to the
Services provided to the Companies by the Advisors (including related activities
prior to the date hereof) and shall remain in full force and effect regardless
of the completion or termination of this Agreement. If any term, provision,
covenant or restriction herein is held by a court of competent jurisdiction
to
be invalid, void or unenforceable or against public policy, the remainder of
the
terms, provisions and restrictions contained herein shall remain in full force
and effect and shall in no way be affected, impaired or
invalidated.
7. Distributions.
The
Companies shall cause their subsidiaries to distribute funds to the Companies
to
the extent necessary for the Companies to satisfy their obligations under this
Agreement.
8. Independent
Contractors.
Nothing
herein shall be construed to create a joint venture or partnership between
any
of the Advisors, on the one hand, and the Companies, on the other hand, or
an
employee/employer relationship. In connection with the Services, the Advisors
are acting as independent contractors and not in any other capacity pursuant
to
this Agreement, with duties owing solely to the Companies. Neither the Advisors
nor the Companies shall have any express or implied right or authority to assume
or create any obligations on behalf of or in the name of the other or to bind
the other to any contract, agreement or undertaking with any third
party.
9. Notices.
Any
notice or other communications required or permitted to be given hereunder
shall
be in writing and delivered by hand or mailed by registered or certified mail,
return receipt requested, or by telecopier to the party to whom it is to be
given at its address set forth herein, or to such other address as the party
shall have specified by notice similarly given and the mailing date shall be
deemed the date from which all time periods pertaining to a date of notice
shall
run.
| (i) |
If
to Aeroflex, VGG Holding or
Holding:
|
AX
Holding Corp.
00
Xxxxx
Xxxxxxx Xxxx
Xxxxxxxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxx Xxxxx
Facsimile
No.: (000)
000-0000
E-mail:
xxx.xxxxx@xxxxxxxx.xxx
with
a
copy to:
Xxxxxxx
Xxxx & Xxxxx LLP
000
Xxxxx
Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxxxx X. Xxxx
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxxxx.xxxx@xxx.xxx
6
| (ii) |
if
to Veritas, to it at:
|
Veritas
Capital Fund Management, L.L.C.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx X. XxXxxx
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxxx@xxxxxxxxxxxxxx.xxx
with
a
copy to:
Xxxxxxx
Xxxx & Xxxxx LLP
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Fax:
(000) 000-0000
Attention:
Xxxxxxxx Xxxx, Esq
E-mail:
xxxxxxxx.xxxx@xxx.xxx
| (iii) |
if
to Golden Gate, to it at:
|
GGC
Administration, LLC
Xxx
Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000
| Attention: |
Xxxxxxxx
Xxxx
|
Xxxx
Xxxxx
Facsimile
No.: (000) 000-0000
| E-mail: |
xxxxx@xxxxxxxxxxxxx.xxx
|
xxxxxx@xxxxxxxxxxxxx.xxx
with
a
copy to
Xxxxxxxx
& Xxxxx
000
Xxxxxxxxxx Xxxxxx
Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000
| Attention: |
Xxxxxxx
X. Xxxxxx, P.C.
|
Xxxxxxx
X. Xxxxxx
Facsimile
No.: (000) 000-0000
| E-mail: |
xxxxxxx@xxxxxxxx.xxx
|
xxxxxxx@xxxxxxxx.xxx
| (iv) |
if
to Goldman, to it at:
|
Xxxxxxx,
Xxxxx & Co.
00
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx X. Xxxxxxxxx
Facsimile
No.: (000) 000-0000
E-mail:
xxxxx.xxxxxxxxx@xx.xxx
with
a
copy to:
Fried,
Frank, Harris, Xxxxxxx & Xxxxxxxx LLP
Xxx
Xxx
Xxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
Attention:
Xxxxxxxxxxx Xxxx
Facsimile
No.: (000) 000-0000
E-mail:
xxxxxxxxxxx.xxxx@xxxxxxxxxx.xxx
7
10. Assignment.
This
Agreement shall inure to the benefit of and be binding upon the parties and
their successors and assigns. However, neither this Agreement nor any of the
rights of the parties hereunder may be transferred or assigned by any party
hereto, except that (i) if either Company shall merge or consolidate with or
into, or sell or otherwise transfer substantially all its assets to, another
corporation which assumes the obligations of such Company under this Agreement,
such Company may assign its rights hereunder to that corporation and (ii) each
Advisor may assign its rights and obligations hereunder to any Affiliate of
such
Advisor with the prior written consent of each other Advisor, which consent
shall not be unreasonably withheld. Any attempted transfer or assignment in
violation of this Section 10
shall be
void.
11. Permissible
Activities.
Nothing
herein shall in any way preclude any of the Advisors or their Affiliates or
their respective officers, directors, employees, members and partners from
engaging in or investing in any business activities or from performing services
for its or their own account or for the account of others, including companies
which may be or are in competition with the business conducted by the Companies
or their direct or indirect subsidiaries.
12. Confidentiality.
Any
advice or opinions provided by the Advisors may not be disclosed or referred
to
publicly or to any third party (other than the Companies' legal, tax, financial
or other advisors), except in accordance with the Advisors' prior written
consent.
13. Amendment
and Waiver.
No
amendment or waiver of any provision of this Agreement, or consent to any
departure by either party from any such provision, shall in any event be
effective unless the same shall be in writing and signed by the parties to
this
Agreement. The waiver of any party of any breach of this Agreement shall not
operate or be construed to be a waiver of any subsequent breach.
14. Entire
Agreement.
This
Agreement contains the entire agreement between the parties hereto and
supersedes all prior agreements and understandings, oral and written, among
the
parties hereto with respect to the subject matter hereof.
15. Section
Headings.
The
section headings contained herein are included for convenience of reference
only
and shall not constitute a part of this Agreement for any other
purpose.
8
16. Applicable
Law.
This
Agreement and the rights and obligations of the parties hereunder shall be
governed by, and construed and interpreted in accordance with, the internal
laws
of the State of New York. Each of the parties hereto hereby irrevocably submits
to the exclusive jurisdiction of any Federal court sitting in the Southern
District of New York over any suit, action or proceeding arising out of or
relating to this Agreement. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted or not prohibited by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in an inconvenient
forum. Each of the parties hereto hereby irrevocably consents to the service
of
process in any suit, action or proceeding by sending the same by certified
mail,
return receipt requested or by overnight courier service, to the address of
such
party set forth in Section 9
or in
the records of the Companies. EACH
PARTY HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION BROUGHT
HEREUNDER OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
17. Severability.
Any
section, clause, sentence, provision, subparagraph or paragraph of this
Agreement held by a court of competent jurisdiction to be invalid, illegal
or
ineffective shall not impair, invalidate or nullify the remainder of this
Agreement, but the effect thereof shall be such section, clause, sentence,
provision, subparagraph or paragraph so held to be invalid, illegal or
ineffective.
[Remainder
of Page Intentionally Left Blank]
9
IN
WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day
and
year first above written.
| AEROFLEX INCORPORATED | ||
| |
|
|
| By: | /s/ Xxxx Xxxxx | |
|
Name:
Xxxx Xxxxx
Title:
EVP, President AMS
|
||
| AX HOLDING CORP. | ||
| |
|
|
| By: | /s/ Xxxxxx X. XxXxxx | |
|
Name:
Xxxxxx X. XxXxxx
Title:
President
|
||
| VGG HOLDING LLC | ||
| |
|
|
| By: | /s/ Xxxxxx X. XxXxxx | |
|
Name:
Xxxxxx X. XxXxxx
Title:
President
|
||
| VERITAS CAPITAL FUND MANAGEMENT, L.L.C. | ||
| |
|
|
| By: |
/s/ Xxxxxx
X.
XxXxxx
|
|
|
Name:
Xxxxxx X. XxXxxx
Title:
Authorized
Signatory
|
||
| GGC ADMINISTRATION, LLC | ||
| |
|
|
| By: |
/s/
|
|
|
Name:
Title:
|
||
| XXXXXXX, SACHS & CO | ||
| |
|
|
| By: |
/s/
|
|
|
Name:
Title:
|
||
10
