EXHIBIT 2.2
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of January 12,
2000 is entered into by and among USA Networks, Inc., a Delaware
corporation ("Buyer"), and each of the stockholders listed on Schedule I to
this Agreement (each, a "Stockholder," and together, the "Stockholders").
WHEREAS, Buyer, P Acquisition Corp. ("Newco") and Precision Response
Corporation (the "Company"), have entered into an Agreement and Plan of
Merger of even date herewith (as may be amended or supplemented from time
to time, the "Merger Agreement"), pursuant to which the parties thereto
have agreed, upon the terms and subject to the conditions set forth
therein, to merge Newco with the Company (the "Merger");
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of, and has the sole right to vote and dispose of the
number of shares (the "Shares") of common stock, par value $.01 per share,
of the Company (the "Company Common Stock") set forth opposite such
Stockholder's name on Schedule I attached hereto (such Shares, together
with any other shares of capital stock of the Company acquired by such
Stockholder after the date hereof and during the term of this Agreement
(including through the exercise of any stock options, warrants or similar
instruments), being collectively referred to herein as the "Subject
Shares");
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Buyer has required that each Stockholder agree, and each
Stockholder is willing to agree, to the matters set forth herein; and
WHEREAS, capitalized terms used but not defined herein have the
meanings set forth in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth below, the parties hereto agree as follows:
1. Voting of Shares.
1.1 Voting Agreement. For so long as this Agreement is in effect,
each Stockholder hereby agrees to vote (or cause to be voted) all of such
Stockholder's Subject Shares, at every annual, special or other meeting of
the stockholders of the Company, and at any adjournment or adjournments
thereof, or pursuant to any consent in lieu of a meeting or otherwise :
(i) in favor of the Merger and the approval of the Merger
Agreement and the Plan of Merger (as defined in the Merger Agreement)
and the approval of the other transactions contemplated thereby, and
any actions required in furtherance thereof;
(ii) against any action or agreement that would result in a
breach in any material respect of any covenant, representation or
warranty or any other obligation of the Company under this Agreement
or the Merger Agreement; and
(iii) against (A) any extraordinary corporate transaction,
such as a merger, rights offering, reorganization, recapitalization or
liquidation involving the Company or any of its subsidiaries other
than the Merger, (B) a sale or transfer of a material amount of assets
or capital stock of the Company or any of its subsidiaries or (C) any
action that is intended, or could reasonably be expected, to
materially impede, interfere with, delay, postpone or adversely affect
the Merger and the other transactions contemplated by the Merger
Agreement.
1.2 Fiduciary Responsibilities. No Stockholder executing this
Agreement who is or becomes during the term hereof a director or officer of
the Company makes (or shall be deemed to have made) any agreement or
understanding herein in his or her capacity as such director or officer.
Without limiting the generality of the foregoing, each Stockholder signs
solely in his, her or its capacity as the record and/or beneficial owner,
as applicable, of such Stockholder's Subject Shares and nothing herein
shall limit or affect any actions taken by such Stockholder (or a designee
of such Stockholder) in his or her capacity as an officer or director of
the Company in exercising his or her or the Company's or the Company's
Board's rights in connection with the Merger Agreement or otherwise.
1.3 Grant of Irrevocable Proxy. Each Stockholder hereby irrevocably
grants to, and appoints, Xxxxxx X. Xxxx, Xxxxxxx X. Xxxxxx and Xxxx Xxxxxx
and any other individual who shall hereafter be designated by Buyer, and
each of them, such Stockholder's proxy and attorney-in-fact (with full
power of substitution), for and in the name, place and stead of such
Stockholder, to vote, or cause to be voted, such Stockholder's Subject
Shares, or grant a consent or approval in respect of such Subject Shares,
at every annual, special or other meeting of the stockholders of the
Company, and at any adjournment or adjournments thereof, or pursuant to any
consent in lieu of a meeting or otherwise, in the manner specified in
Section 1.1 hereof; provided that the foregoing grant of a proxy shall
terminate immediately upon termination of this Agreement in accordance with
its terms, including with respect to matters as to which a record date has
theretofore passed. This grant of proxy is coupled with an interest.
1.4 No Other Grant of Proxy. No Stockholder will, directly or
indirectly, grant any proxies or powers of attorney with respect to such
Stockholder's Subject Shares to any person in connection with or directly
affecting the Merger other than as set forth in Section 1.3 hereof.
2. Representations and Warranties of Stockholder. Each Stockholder,
severally and not jointly, represents and warrants to Buyer as follows:
2.1 Binding Agreement. Such Stockholder has the capacity to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. Such Stockholder has duly and validly executed and delivered this
Agreement and this Agreement constitutes a legal, valid and binding
obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally and by general equitable principles
(regardless of whether enforceability is considered in a proceeding in
equity or at law).
2.2 No Conflict. Neither the execution and delivery of this Agreement
by such Stockholder, the consummation of the transactions contemplated
hereby, nor the performance by such Stockholder of its obligations
hereunder will, (a) require any consent, approval, authorization or permit
of, registration, declaration or filing (except for such filings as may be
required under the federal securities laws or the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvement Act of 1976, as amended, and the rules and
regulations thereunder (the "HSR Act")) with, or notification to, any
governmental entity, (b) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or give
rise to any right of termination, cancellation, or acceleration) under any
contract, agreement, instrument, commitment, arrangement or understanding
applicable to such Stockholder or such Stockholder's Subject Shares, or
result in the creation of a security interest, lien, charge, encumbrance,
equity or claim with respect to any of such Stockholder's Subject Shares,
(c) require any material consent, authorization or approval of any person
other than a governmental entity, or (d) violate or conflict with any
order, writ, injunction, decree, rule, regulation or law applicable to such
Stockholder or such Stockholder's Shares, except for such exceptions to the
foregoing as (i) will not have an adverse effect on the valid performance
by the Stockholders of their obligations hereunder or (ii) become
applicable as result of the business or activities in which Buyer or any of
its respective affiliates is or proposes to be engaged or any acts or
omissions by, or facts pertaining to, Buyer.
2.3 Ownership of Shares. Such Stockholder is the record and beneficial
owner of the Shares set forth opposite such Stockholder's name on Schedule
I attached hereto free and clear of any security interests, liens, charges,
encumbrances, equities, claims, options or limitations of whatever nature
and free of any other limitation or restriction (including any restriction
on the right to vote, sell or otherwise dispose of such Shares), except as
set forth on Schedule II attached hereto. Except as set forth on Schedule
II attached hereto, there are no outstanding options or other rights to
acquire from such Stockholder, or obligations of such Stockholder to sell
or to dispose of, any shares of Company Common Stock. Such Stockholder
holds exclusive power to vote the Shares set forth opposite such
Stockholder's name on Schedule I attached hereto, subject to the
limitations set forth in Section 1 of this Agreement and such limitations,
if any, set forth on such Schedule I. Except as set forth on Schedule I
hereto, as of the date of this Agreement, the Shares set forth opposite
such Stockholder's name on such Schedule I attached hereto represent all of
the shares of capital stock of the Company beneficially owned by such
Stockholder.
3. Representations and Warranties of Buyer. Buyer represents and
warrants to the Stockholders as follows:
3.1 Binding Agreement. Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of
Delaware and has full corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the Merger Agreement by Buyer
and the consummation of the transactions contemplated hereby and thereby
have been duly and validly authorized by the Board of Directors of Buyer,
and no other corporate proceedings on the part of Buyer are necessary to
authorize the execution, delivery and performance of this Agreement and the
Merger Agreement by Buyer and the consummation of the transactions
contemplated hereby and thereby. Buyer has duly and validly executed this
Agreement and this Agreement constitutes a legal, valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its
terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting
creditors' rights generally and by general equitable principles (regardless
of whether enforceability is considered in a proceeding in equity or at
law).
3.2 No Conflict. Neither the execution and delivery of this Agreement,
the consummation by Buyer of the transactions contemplated hereby, nor the
compliance by Buyer with any of the provisions hereof will (a) conflict
with or result in a breach of any provision of its Certificate of
Incorporation or By-laws, (b) require any consent, approval, authorization
or permit of, registration, declaration or filing (except for such filings
as may be required under the federal securities laws or the HSR Act) with,
or notification to, any governmental entity, (c) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation, or
acceleration) under any contract, agreement, instrument, commitment,
arrangement or understanding, (d) require any material consent,
authorization or approval of any person other than a governmental entity,
or (e) violate or conflict with any order, writ, injunction, decree or law
applicable to Buyer, except for such exceptions to the foregoing as are
not reasonably likely to have an adverse effect on the valid performance by
Buyer of its obligations hereunder.
4. Transfer and Other Restrictions. For so long as the Merger
Agreement is in effect:
4.1 Certain Prohibited Transfers. Each Stockholder agrees not to:
(a) sell, transfer, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, such Stockholder's Subject Shares or
any interest contained therein, other than pursuant to this Agreement or as
otherwise disclosed pursuant to Section 2.3 hereof, unless prior to any
such action the proposed transferee of such Subject Shares enters into a
stockholder agreement with Buyer on terms substantially identical to the
terms of this Agreement;
(b) grant any proxies or power of attorney or enter into a voting
agreement or other arrangement with respect to such Stockholder's Subject
Shares, other than this Agreement; nor
(c) enter into, or deposit such Stockholder's Shares into, a
voting trust.
4.2 Efforts. Each Stockholder agrees not to take any action which
would make any representation or warranty of such Stockholder herein untrue
or incorrect in any material respect or take any action that would have the
effect of preventing or disabling such Stockholder from performing its
obligations under this Agreement, other than any action permitted to be
taken by such Stockholder pursuant to the Merger Agreement. Xxxxx X.
Xxxxxxx covenants and agrees to have released within thirty days of the
date of this Agreement 1,033,417 Subject Shares owned by DEFLP 1996-I
Limited Partnership from the pledge held by Northern Trust Bank, including,
to the extent necessary, by repaying all or a portion of the indebtedness
secured by such pledge.
4.3 Additional Shares. Without limiting the provisions of the Merger
Agreement, in the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of
capital stock of the Company on, of or affecting any Stockholder's Subject
Shares or (ii) any Stockholder shall become the beneficial owner of any
additional shares of Company Common Stock or other securities entitling the
holder thereof to vote or give consent with respect to the matters set
forth in Section 1 hereof, then the terms of this Agreement shall apply to
the shares of capital stock or other securities of the Company held by such
Stockholder immediately following the effectiveness of the events described
in clause (i) or the Stockholder becoming the beneficial owner thereof, as
described in clause (ii), as though they were Shares of such Stockholder
hereunder. Each Stockholder hereby agrees, while this Agreement is in
effect, to notify Buyer of the number of any new shares of Company Common
Stock acquired by such Stockholder, if any, after the date hereof.
5. Legend. Each Stockholder shall surrender to the Company all
certificates representing such Stockholder's Subject Shares, and instruct
the Company to place the following legend on such certificates:
"THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF USA
NETWORKS, INC., REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 12, 2000, AND ARE SUBJECT
TO THE TERMS THEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT THE
PRINCIPAL EXECUTIVE OFFICES OF USA NETWORKS, INC."
Buyer hereby agrees that upon termination of this Agreement in accordance
with its terms or the approval of the Merger by the Company's shareholders,
such legend shall be removed.
6. No Solicitation. Until the Merger is consummated or the Merger
Agreement is terminated in accordance with its terms, no Stockholder shall,
nor shall such Stockholder permit any investment banker, attorney or other
advisor or representative of such Stockholder to, directly or indirectly
through another person, solicit, initiate or encourage, or take any other
action to facilitate, any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Acquisition
Proposal; provided that any action which is permitted by the Merger
Agreement to be taken by a stockholder in his or her capacity as a director
or officer or which is permitted by Section 1.2 hereof shall not be
prohibited by the foregoing.
7. Affiliate Agreement. If, at the time the Merger Agreement is
submitted for approval to the stockholders of the Company, the Stockholder
is an "affiliate" of the Company for purposes of Rule 145 under the
Securities Act and applicable SEC rules and regulations, the Stockholder
shall deliver to Buyer at least 30 days prior to the Closing a written
agreement substantially in the form attached as Exhibit B to the Merger
Agreement.
8. Specific Enforcement. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with the terms hereof or were
otherwise breached and that each party shall be entitled to specific
performance of the terms hereof in addition to any other remedy which may
be available at law or in equity. It is accordingly agreed that the
parties will be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any Federal court located in the State of
Delaware or in Delaware state court, the foregoing being in addition to any
other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto (i) consents to submit itself to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement, (ii) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court, and (iii) agrees that it
will not bring any action relating to this Agreement or any of the
transactions contemplated by this Agreement in any court other than a
Federal court sitting in the State of Delaware or a Delaware state court.
9. Termination. This Agreement shall terminate on the earlier of (i)
the termination of the Merger Agreement in accordance with its terms, (ii)
the agreement of the parties hereto to terminate this Agreement and (iii)
consummation of the Merger. Termination shall not relieve any party from
liability for any intentional breach of its obligations hereunder committed
prior to such termination.
10. Survival. The representations and warranties of the parties
contained in this Agreement shall terminate upon the consummation of the
Merger.
11. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given upon (a) transmitter's confirmation
of a receipt of a facsimile transmission, (b) confirmed delivery by a
standard overnight carrier or when delivered by hand or (c) the expiration
of five business days after the day when mailed by certified or registered
mail, postage prepaid, addressed at the following addresses (or at such
other address for a party as shall be specified by like notice):
If to Buyer, to:
USA Networks, Inc.
Carnegie Hall Tower
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxxx & Xxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Stockholders, to:
Xxxxxxx X. Xxxxxx
c/o Precision Response Corporation
0000 X.X. 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxx X. Xxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
and:
Bilzin Xxxxxxx Xxxx Price & Xxxxxxx LLP
2500 First Union Financial Center
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
12. Certain Events. Each Stockholder agrees that this Agreement and
the obligations hereunder shall attach to such Stockholder's Subject Shares
and shall be binding upon any person or entity to which legal or beneficial
ownership of such Subject Shares shall pass, whether by operation of law or
otherwise, including such Stockholder's heirs, guardians, administrators or
successors.
13. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject matter
hereof.
14. Consideration. This Agreement is granted in consideration of the
execution and delivery of the Merger Agreement by Buyer.
15. Amendment. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto; provided that, with respect to the
obligations of any individual Stockholder under this Agreement, this
Agreement may be amended with the approval of such Stockholder and Buyer
notwithstanding the failure to obtain the approval of other Stockholders.
16. Successors and Assigns. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the
other parties hereto. This Agreement will be binding upon, inure to the
benefit of and be enforceable by each party and such party's respective
heirs, beneficiaries, executors, representatives and permitted assigns.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
18. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of
Delaware (without giving effect to the provisions thereof relating to
conflicts of law), other than to the extent Florida law governs the Merger
itself.
19. Severability. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to
be unenforceable, the provision shall be interpreted to be only so broad as
is enforceable. The failure of any Stockholder to perform its obligations
hereunder shall not affect the obligations of, or release from their
obligations, any other Stockholder.
20. Headings; Capitalized Terms. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. Capitalized terms used in
this Agreement without definition shall have the meanings assigned to them
in the Merger Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by each of the Stockholders and a duly authorized officer of Buyer on the
day and year first written above.
USA NETWORKS, INC.
By: _______________________________________
Name:
Title:
MGFLP 1996-I Limited Partnership, a Texas
limited partnership
By: MGFLP 1996-I GP, Inc., General Partner
By: _______________________________________
Name: Xxxx X. Xxxxxx
Title: President
MGFLP 1996-II Limited Partnership, a Texas
limited partnership
By: MGFLP 1996-II GP, Inc., General Partner
By: _______________________________________
Name: Xxxx X. Xxxxxx
Title: President
Xxxx and Xxxx Xxxxxx Foundation
By: _______________________________________
Name: Xxxx X. Xxxxxx
Title: President
SLGFLP 1996-I Limited Partnership, a Texas
limited partnership
By: SLGFLP 1996-I GP, L.C., General Partner
By: SLGFLP 1996-I Holdings, Inc., Managing
Member
By: _______________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
SLGFLP 1996-II Limited Partnership, a Texas
limited partnership
By: SLGFLP 1996-II GP, L.C., General Partner
By: SLGFLP 1996-II Holdings, Inc., Managing
Member
By: _______________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
JHGFLP 1996-I Limited Partnership, a Texas
limited partnership
By: JHGFLP 1996-I GP, L.C., General Partner
By: JHGFLP 1996-I Holdings, Inc., Managing
Member
By: _______________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
JHGFLP 1996-II Limited Partnership, a Texas
limited partnership
By: JHGFLP 1996-II GP, L.C., General Partner
By: JHGFLP 1996-II Holdings, Inc., Managing
Member
By: _______________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
Xxxx X. Xxxxxx
____________________________________________
DEFLP 1996-I Limited Partnership, a Texas
limited partnership
By: DEFLP 1996-I GP, Inc., General Partner
By: _______________________________________
Name: Xxxxx X. Xxxxxxx
Title: President
DEFLP 1996-II Limited Partnership, a Texas
limited partnership
By: DEFLP 1996-II GP, Inc., General Partner
By: _______________________________________
Name: Xxxxx X. Xxxxxxx
Title: President
DEGTLP 1996-I Limited Partnership, a Texas
limited partnership
By: DEGTLP 1996-I GP, Inc., General Partner
By: _______________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
DEGTLP 1996-II Limited Partnership, a Texas
limited partnership
By: DEGTLP 1996-II GP, Inc., General Partner
By: _______________________________________
Name: Xxxxx X. Xxxxxxx
Title: President
RDMFLP 1996-I Limited Partnership, a Texas
limited partnership
By: RDMFLP 1996-I GP, Inc., General Partner
By: _______________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
RDMFLP 1996-II Limited Partnership, a Texas
limited partnership
By: RDMFLP 1996-II GP, Inc., General Partner
By: _______________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: President
RMCFLP 1996-I Limited Partnership, a Texas
limited partnership
By: RMCFLP 1996-I GP, Inc., General Partner
By: _______________________________________
Name: Xxxxxxx X. Xxxxxx
Title: President
Xxxxx X. Xxxxxxx
___________________________________________
SCHEDULE I TO
STOCKHOLDERS AGREEMENT
NAME OF STOCKHOLDER NUMBER OF SHARES NUMBER OF VOTES
-----------------------------------------------------------------------------
MGFLP 1996-I Limited Partnership* 4,959,500 4,959,500
MGFLP 1996-II Limited Partnership* 607,500(1) 607,500
Xxxx and Xxxx Xxxxxx Foundation* 100,030 100,030
SLGFLP 1996-I Limited Partnership* 1,365,000 1,365,000
SLGFLP 1996-II Limited Partnership* 70,000 70,000
JHGFLP 1996-I Limited Partnership* 1,365,000 1,365,000
JHGFLP 1996-II Limited Partnership* 70,000 70,000
Xxxx X. Xxxxxx* 50,000(2) 50,000
DEFLP 1996-I Limited Partnership** 1,180,917 1,180,197
DEFLP 1996-II Limited Partnership** 537,500(3) 537,500
DEGTLP 1996-I Limited Partnership** 578,283 578,283
DEGTLP 1996-II Limited Partnership** 70,000 70,000
RDMFLP 1996-I Limited Partnership *** 795,000 795,000
RDMFLP 1996-II Limited Partnership *** 50,000 50,000
RMCFLP 1996-I Limited Partnership *** 50,000 50,000
-----------------------------------
Total 11,848,730 11,848,730
-----------------------------------
* These entities and individual are part of the same Holder Group (as
defined in that certain Registration Rights Agreement (the "Registration
Rights Agreement") dated January 12, 2000, among USA Networks, Inc. and the
parties to this Stockholders Agreement) for purposes of the Registration
Rights Agreement.
** These entities are part of the same Holder Group for purposes of the
Registration Rights Agreement.
*** These entities are part of the same Holder Group for purposes of the
Registration Rights Agreement.
--------------------
(1) 32,500 of these Shares are not held of record, but in a brokerage
account.
(2) All of these Shares are not held of record, but in a brokerage
account.
(3) 12,500 of these Shares are not held of record, but in a brokerage
account.
In addition to the foregoing Shares, EKPO Investment, Inc. (which is 50%
percent owned by each of Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, Xx.) owns
64,600 Shares, which are not included in the Subject Shares.
