EXHIBIT 2.2
EXECUTION VERSION
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FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
BY AND AMONG
XXXXXX TIRE & RUBBER COMPANY,
XXXXXX TYRE & RUBBER COMPANY UK LIMITED
AND
CSA ACQUISITION CORP.
DATED AS OF DECEMBER 3, 2004
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FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "AMENDMENT"), dated
as of December 3, 2004, amends that certain Stock Purchase Agreement, dated as
of September 16, 2004 (the "AGREEMENT"), by and among Xxxxxx Tire & Rubber
Company, a Delaware corporation ("COOPER"), Xxxxxx Tyre & Rubber Company UK
Limited, a company organized under the laws of England and Wales ("XXXXXX UK"
and, together with Cooper, the "SELLERS") and CSA Acquisition Corp., a Delaware
corporation ("BUYER").
A. The parties hereto have previously executed and delivered the Agreement;
B. Pursuant to Section 9.4 of the Agreement, the Agreement may be amended
with the written consent of the Sellers and Buyer; and
C. The parties desire to amend the Agreement as set forth in this
Amendment;
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements herein contained and intending to be
legally bound hereby, Buyer and Sellers hereby agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise stated in this Amendment, capitalized terms used herein
but not defined have the meaning assigned to them in the Agreement.
ARTICLE II
AMENDMENT OF AGREEMENT
2.1 DEFINITIONS. Article I of the Agreement is hereby amended to add or
amend and restate the following defined terms:
"FINAL PURCHASE PRICE" means an amount equal to the Preliminary Purchase
Price, as adjusted to reflect the differences, if any, between (a) Estimated
Cash and Cash Equivalents and Final Cash and Cash Equivalents, (b) Estimated
Debt Obligations and Final Debt Obligations and (c)(i) Target Working Capital
less $30,000,000 and (ii) Working Capital (as finally determined pursuant to
SECTION 2.2(C)(II)). For clarification purposes, in calculating the Final
Purchase Price, the Preliminary Purchase Price shall be (x) increased dollar for
dollar to the extent (A) Working Capital exceeds Target Working Capital less
$30,000,000, (B) Final Cash and Cash Equivalents exceeds Estimated Cash and Cash
Equivalents and (C) Estimated Debt Obligations exceed Final Debt Obligations;
and (y) decreased dollar for dollar to the extent (A) Target Working Capital
less $30,000,000 exceeds Working Capital, (B) Estimated Cash and Cash
Equivalents exceeds Final Cash and Cash Equivalents and (C) Final Debt
Obligations exceed Estimated Debt Obligations.
"PER DIEM AMOUNT" means $150,000 multiplied by the number of calendar days
from and including January 1, 2005 through and including the Closing Date.
"PERMANENT FINANCING" means the debt financing contemplated by the Debt
Securities (as defined and described in the Debt Financing Commitment),
excluding, for the sake of clarity, the Bridge Loan facility contemplated by the
Debt Financing Commitments.
"TARGET WORKING CAPITAL" means $193,000,000.
"WORKING CAPITAL" means the amount, if any, by which the current assets of
the Sold Companies and their consolidated Subsidiaries as of the opening of
business on the Closing Date exceed (b) the current liabilities of the Sold
Companies and their consolidated Subsidiaries as of the opening of business on
the Closing Date.
For purposes of calculating Working Capital, current assets and current
liabilities includes only those accounts reflected on Annex A under the column
"Working Capital, as defined at Sept. 30, 2004". For the purposes of the
foregoing, these accounts will be determined in accordance with GAAP and
consistent with the accounting principles, procedures, policies and methods that
were employed in preparing the accounts reflected in the column "CSA Sept. 30,
2004, as reported" on Annex A. For the avoidance of doubt, any adjustments to
Working Capital due solely to the transactions contemplated by the Agreement and
this Amendment (including any purchase accounting adjustments) will be
disregarded for the purposes of the calculation of Working Capital. On Annex A,
the column "CSA Sept. 30, 2004, as reported" is based on the internal Hyperion
balance sheet of the Sold Companies and their consolidated Subsidiaries. Certain
assets and liabilities relating to the Sold Companies and their consolidated
Subsidiaries, as specified in Annex B, are retained on Xxxxxx'x records at
September 30, 2004. To the extent that any of the assets and liabilities
relating to the Sold Companies and their consolidated Subsidiaries, as specified
in Annex B, is recorded on the internal Hyperion balance sheet of the Sold
Companies and their consolidated Subsidiaries on the Closing Date, such assets
and liabilities will be excluded from the calculation of Working Capital.
"WORKING CAPITAL STATEMENT" has the meaning set forth in SECTION 2.2(C)(I).
2.2 CONSIDERATION. Section 2.2 of the Agreement is hereby amended by
deleting it and replacing it with the following:
"CONSIDERATION. (a) On the Closing Date and subject to the terms and
conditions set forth in this Agreement, the Buyer will pay to Cooper and Xxxxxx
UK, in consideration of the sale, assignment and transfer of the Shares, the
aggregate sum of $1,157,500,000 in cash (in U.S. dollars) plus all Estimated
Cash and Cash Equivalents minus (i) all Estimated Debt Obligations and (ii)
$30,000,000 (the "PRELIMINARY PURCHASE PRICE"). Such amount shall be paid to the
applicable Seller on the Closing Date by means of one or more wire transfers of
immediately available funds to an account or accounts designated in writing by
Cooper at least one Business Day prior the Closing Date.
(b) (i) The Preliminary Purchase Price shall be allocated among the Shares
sold by each Seller in accordance with applicable Law and as set forth on
SCHEDULE 2.2(B) (the "PURCHASE PRICE ALLOCATION"). None of the Sellers, the
Buyer or their respective Affiliates shall take any position inconsistent with
the Purchase Price Allocation on any Tax Return or in any audit or other
proceeding relating to Taxes unless otherwise required by applicable Law.
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(ii) If an adjustment is made to the (A) Preliminary Purchase Price
pursuant to SECTIONS 2.2(C) or 2.3 hereof or otherwise or (B) Final Purchase
Price, the parties shall jointly agree to allocate such adjustment among the
Shares sold by each Seller in accordance with applicable Law and consistent with
the allocations set forth on SCHEDULE 2.2(B) (the "ADJUSTED PURCHASE PRICE
ALLOCATION"). If after good faith negotiations, the parties cannot agree upon
the allocation of such adjustment among the Shares sold by each Seller and such
non-competition and non-solicitation covenants within thirty (30) days after
such adjustment was made, then Cooper and Buyer jointly shall engage the
Arbitration Firm to resolve such dispute and whose fees shall be borne equally
by Cooper and Buyer. The determination by the Arbitration Firm shall be binding
on the parties. None of the Sellers, the Buyer or their respective Affiliates
shall take any position inconsistent with the Adjusted Purchase Price Allocation
on any Tax Return or in any audit or other proceeding relating to Taxes unless
otherwise required by Law.
(c) (i) Within 45 days following the Closing Date, Buyer shall prepare and
deliver to Cooper a statement (the "WORKING CAPITAL STATEMENT") containing a
certificate setting forth the calculation of the Working Capital as of the
opening of business on the Closing Date, together with the workpapers used in
the preparation thereof. The Working Capital Statement shall be prepared in
accordance with the definition of Working Capital.
(ii) After receipt of the Working Capital Statement, Cooper shall have
thirty (30) days to review the Working Capital Statement, together with the
workpapers used in the preparation thereof. Xxxxxx may dispute items reflected
in the calculation of Working Capital only on the basis that such amounts (i)
were not determined in accordance with GAAP or otherwise as required by the
definition of Working Capital or (ii) contain arithmetic error. If within the
30-day period following receipt by Cooper of the Working Capital Statement,
Cooper shall deliver written notice to the Buyer of any dispute it has with
respect to the preparation and content of the Working Capital Statement. Such
notice must describe in reasonable detail the items contained in the Working
Capital Statement that Cooper disputes and the basis for any such disputes. If
Cooper does not notify the Buyer of a dispute with respect to the Working
Capital Statement within such 30-day period, such Working Capital Statement or
any amounts thereon that are not disputed will be final, conclusive and binding
on the parties. In the event of such notification of a dispute, the non-disputed
items will be final, conclusive and binding on the parties and subject to
payment in accordance with SECTION 2.3(E) and SECTION 2.3(F), and Cooper and
Buyer shall negotiate in good faith to resolve any amounts in dispute. If Cooper
and Buyer, notwithstanding such good faith effort, fail to resolve all amounts
in dispute within ten (10) days after Cooper advises Buyer of its objections,
then Cooper and Buyer jointly shall engage the Arbitration Firm to resolve the
amounts in dispute. As promptly as practicable thereafter, Cooper and Buyer
shall each prepare and submit a written presentation to the Arbitration Firm. As
soon as practicable thereafter, Cooper and Buyer shall cause the Arbitration
Firm to determine based solely upon the presentations by Cooper and Buyer, only
those issues still in dispute and only as to whether such amounts were arrived
at in conformity with GAAP, as modified by the manner used to calculate the
Target Working Capital. All fees and expenses relating to this work of the
Arbitration Firm shall be borne by the party whose position was not selected by
the Arbitration Firm. All determinations made by the Arbitration Firm will be
final, conclusive and binding on the parties. For purposes of clarification, if
some but not all of the Working Capital Statement is not
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disputed, such undisputed amounts shall be paid in accordance with SECTION
2.3(E) and SECTION 2.3(F) as they are finally determined pursuant to this
SECTION 2.2(C)(II)."
(iii) For purposes of complying with the terms set forth in this SECTION
2.2(C), each party shall cooperate with and make available to the other parties
and their respective representatives all information, records, data and working
papers, and shall permit reasonable access to its facilities and personnel, as
may be reasonably required in connection with the preparation and analysis of
the Working Capital Statement and the resolution of any disputes thereunder.
(iv) The difference between Working Capital and Target Working Capital less
$30,000,000 will be included in the computation of the Final Purchase Price and
will be paid in accordance with SECTIONS 2.3(E) and (F).
(d) Notwithstanding anything in this Agreement to the contrary, if any of
the Sellers fails to provide the Buyer with the certification provided in
SECTION 2.5(A)(V) in whole or in part, the Buyer shall be entitled to withhold
the requisite amount from the Preliminary Purchase Price in accordance with
Section 1445 of the Internal Revenue Code of 1986, as amended (the "CODE"), and
the Treasury Regulations promulgated thereunder or other applicable Law."
2.3 ADJUSTMENT TO CASH AND CASH EQUIVALENTS AND DEBT OBLIGATIONS.
(a) Section 2.3 of the Agreement is renamed "Adjustment to Cash and
Cash Equivalents and Debt Obligations; Post-Closing Payments."
(b) The first sentence of Section 2.3(a) of the Agreement is hereby
amended by deleting it and replacing it with the following:
"Five (5) Business Days prior to the Closing Date, Cooper shall
prepare and deliver to Buyer a statement (the "ESTIMATED CASH AND DEBT
STATEMENT") of (i) a good faith estimate of the amount of Cash and Cash
Equivalents anticipated to exist immediately prior to the Closing (the
"ESTIMATED CASH AND CASH EQUIVALENTS"), and (ii) a good faith estimate of
the Debt Obligations of the Sold Companies and the wholly-owned
Subsidiaries and the Venture Entity and Non-Wholly Owned Subsidiary Debt
Obligations anticipated to be outstanding immediately prior to the Closing
("ESTIMATED DEBT OBLIGATIONS")."
(c) Section 2.3(c) of the Agreement is hereby amended by deleting it
and replacing it with the following:
"(c) Within fifteen (15) days following receipt by Cooper of the Final
Cash and Debt Statement, Cooper shall deliver written notice to Buyer of
any dispute it has with respect to the preparation or content of the Final
Cash and Debt Statement. Such notice must describe in reasonable detail the
items contained in the Final Cash and Debt Statement that Cooper disputes
and the basis for any such disputes. If Cooper does not notify Buyer of a
dispute with respect to the Final Cash and Debt Statement within such
15-day period, such Final Cash and Debt Statement will be final, conclusive
and binding
4
on the parties. In the event of such notification of a dispute, the
non-disputed items will be final, conclusive and binding on the parties and
subject to payment in accordance with SECTION 2.3(E) and SECTION 2.3(F),
and Cooper and Buyer shall negotiate in good faith to resolve any amounts
in dispute. If Cooper and Buyer, notwithstanding such good faith effort,
fail to resolve all amounts in dispute within ten (10) days after Cooper
advises Buyer of its objections, then Cooper and Buyer jointly shall engage
the Arbitration Firm to resolve the amounts in dispute. As promptly as
practicable thereafter, Cooper and Buyer shall each prepare and submit a
written presentation to the Arbitration Firm. As soon as practicable
thereafter, Cooper and Buyer shall cause the Arbitration Firm to determine
based solely upon the presentation by Cooper and Buyer only those issues
still in dispute. All fees and expenses relating to this work of the
Arbitration Firm shall be borne by the party whose position was not
selected by the Arbitration Firm. All determinations made by the
Arbitration Firm will be final, conclusive and binding on the parties. For
purposes of clarification, if some but not all of the Final Cash and Debt
Statement is not disputed, such undisputed amounts shall be paid in
accordance with SECTION 2.3(E) and SECTION 2.3(F) as they are finally
determined pursuant to this SECTION 2.3(C)."
(d) Sections 2.3(e) and (f) of the Agreement are hereby amended by
replacing the four references to "Section 2.3(c)" with "Sections 2.2(c)(ii)
and 2.3(c)."
(e) A new Section 2.3(g) of the Agreement is hereby added:
"(g) If the Closing occurs on or after January 1, 2005, at the time
the first payment by Buyer or Cooper as contemplated by SECTIONS 2.3(E) and
(F) is made, Buyer shall pay to Cooper by means of one or more wire
transfers of immediately available funds to an account or accounts
designated in writing by Cooper an amount in cash (in U.S. dollars) equal
to the Per Diem Amount. Notwithstanding the foregoing, no payment will be
due to Cooper under this SECTION 2.3(G) if (i)(A) a material adverse change
or material disruption occurs after the date hereof in the financial,
banking or capital markets generally (including, without limitation, the
markets for loans to or debt securities issued by companies similar to
Buyer or the Business) or (B) subsequent to September 30, 2004, any event
or development has occurred relating to the Business (individually or in
the aggregate), in either case that has had a material adverse effect on
the Buyer's ability to complete the Permanent Financing prior to December
31, 2004 or (ii) any of the conditions set forth in SECTIONS 6.1 or 6.3
(including any failure of the Sellers to comply in all material respects
with the agreements and covenants contained herein and excluding SECTION
6.3(E) except to the extent the failure of such condition to be satisfied
is attributable to the Sellers or their subsidiaries (including the Sold
Companies and the Subsidiaries)) has not been satisfied or waived by Buyer
(or, with respect to those conditions which by their terms are not expected
to be satisfied until the Closing Date, would have not been so satisfied)
on or prior to December 31, 2004."
2.4 EMPLOYEES; BENEFIT PLANS COVENANTS.
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(a) Subclause (ii) of Section 5.7(i)(ii)(C)(x) of the Agreement
(through the end of the parenthetical of which such subclause is a part) is
hereby amended by deleting it and replacing it with the following:
"(ii) in the case of the Employment Agreement, arise from a
termination of employment on or before December 31, 2007)"
(b) A new Section 5.7(w) is hereby added to the Agreement that reads
as follows:
"(w) Promptly following December 3, 2004 and continuing through the
Closing, Sellers shall use best efforts to amend the applicable Assumed
Plans, the Standard Products Company (Gaylord, Michigan Plant) UAW Local
388 Collectively Bargained Savings and Retirement Plan and Xxxxxx'x Pension
Plan to reflect applicable terms as set forth in items 4, 5 and 6 of
SCHEDULE 5.1(H), including distribution options and contribution
requirements. Prior to the Closing, Sellers shall also prepare and submit
voluntary compliance filings to the Internal Revenue Service with respect
to such amendments. Sellers shall provide Buyer copies of such filings
prior to submission and provide Buyer with reasonable time to review and
comment on such submissions, which Sellers shall incorporate. Commencing as
of the Closing, Buyer shall take primary responsibility for completing the
voluntary compliance filings with the Internal Revenue Service, and Sellers
shall be entitled to reasonably consult with Buyer and comment, which Buyer
shall in good faith take into account in respect of Buyer's completion of
such voluntary compliance process, and Buyer shall notify Sellers of any
proposal of the Internal Revenue Service to levy any tax, fine, cost or
other charge in connection with such voluntary compliance process so as to
allow Sellers a reasonable time to consult with Buyer with respect to such
proposal."
2.5 FINANCING.
(a) Section 5.23 of the Agreement is hereby amended to add the
following at the beginning thereof:
"Subject to Section 5.24,"
(b) A new Section 5.24 is hereby added to the Agreement that reads as
follows:
"5.24 FINANCING. Buyer shall promptly use commercially reasonable efforts
to market the Permanent Financing. If Buyer is unable to consummate the
Permanent Financing on the terms set forth in the Debt Financing Commitment and
otherwise acceptable to it on or prior to December 31, 2004, Buyer may instead
use commercially reasonable efforts to market the Permanent Financing after
December 31, 2004. If Buyer is unable to consummate the Permanent Financing on
or prior to January 31, 2005, Buyer shall (subject to the satisfaction or waiver
by Buyer of the conditions set forth in SECTIONS 6.1 and 6.3 of the Agreement)
use commercially reasonable efforts to make borrowings under the bridge loan
facility in place of the Permanent
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Financing as contemplated by the Debt Financing Commitments, subject to the
terms and conditions thereof, not later than January 31, 2005."
2.6 REAL PROPERTY. A new Section 5.25 is hereby added to the Agreement that
reads as follows:
"5.25 REAL PROPERTY - GRIFFIN, GEORGIA. If it is determined that the
facility located at 000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx is Leased Real Property
and not Owned Real Property, Sellers shall promptly endeavor to cause Standard
to consummate the purchase of the fee interest in such facility from the Griffin
Spalding Development Authority prior to Closing. In the event Sellers are not
able to cause Standard to consummate the purchase of the fee interest in such
facility prior to Closing, Sellers shall indemnify the Buyer Indemnified Parties
for any Liabilities and Losses due to such inability to transfer the facility
pursuant to SECTION 8.1(A)(XVI)."
2.7 TERMINATION. Section 7.1(b) of the Agreement is hereby amended by
deleting it and replacing it with the following:
"(b) by Cooper or the Buyer, upon written notice to the other party, if the
Closing has not occurred on or before January 31, 2005 (the "OUTSIDE DATE"),
unless the failure of such consummation is due to the failure of the party
wishing to terminate to comply in all material respects with the agreements and
covenants contained herein;"
2.8 INDEMNIFICATION BY THE SELLERS.
(a) Section 8.1(a) of the Agreement is hereby amended to add the
following at the end thereof:
"(xv) (I) the failure of any Assumed Plan, the Standard Products
Company (Gaylord, Michigan Plant) UAW Local 388 Collectively Bargained
Savings and Retirement Plan or Xxxxxx'x Pension Plan (for purposes of this
subsection (XV), each a "Plan") to reflect applicable terms as set forth in
items 4, 5 and 6 of SCHEDULE 5.1(H), including distribution options and
contribution requirements, (II) the failure of a Plan prior to the Closing,
or following the Closing in respect of the compliance issues set forth in
items 4, 5 and 6 of SCHEDULE 5.1(H), to be administered pursuant to its
terms, Plan amendments and/or Internal Revenue Service voluntary compliance
filings described in SECTION 5.7(W) (provided that this clause (II) shall
not apply with respect to any such failure that results from the negligence
of Standard), (III) the unwinding or other correction or alteration of the
changes permitted in items 4, 5 and 6 of SCHEDULE 5.1(H) or (IV) any tax,
fine, cost or other charge imposed by the Internal Revenue Service in
connection with the Internal Revenue Service voluntary compliance filings
described in SECTION 5.7(W); and (xvi) Sellers' inability to cause Standard
to consummate the purchase of the fee interest in the facility located at
000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx from the Griffin Xxxxxxxx Development
Authority prior to Closing."
(b) Section 8.4 of the Agreement is hereby amended by replacing the
reference to "subclauses (II)-(XIV)" with "subclauses (II)-(XVI)."
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2.9 INDEMNIFICATION BY THE BUYER. Section 8.2(a)(iii) is hereby amended by
deleting it and replacing it with the following:
(iii) any payments required to be made by the Sellers after the Closing
under the guarantees set forth as items 4, 5, 6, 9, 10, 14, 20, 21 and 22 on
SCHEDULE 3.6(B).
ARTICLE III
AMENDMENT OF SCHEDULES
3.1 RESTRUCTURING. Notwithstanding Section 5.17(b) of the Agreement, a new
Schedule B is hereby added to the disclosure schedules to the Agreement as set
forth on Exhibit A hereto.
3.2 PURCHASE PRICE ALLOCATION SCHEDULE. Notwithstanding Section 5.17(b) of
the Agreement, a new Schedule 2.2(b) is hereby added to the disclosure schedules
to the Agreement as set forth on Exhibit B hereto.
3.3 SUBSIDIARY SCHEDULE. Notwithstanding Section 5.17(b) of the Agreement,
Schedule 3.4(a) to the Agreement is hereby amended and restated as set forth on
Exhibit C hereto.
3.4 CONSENT SCHEDULE. Notwithstanding Section 5.17(b) of the Agreement,
Schedule 3.6(b) to the Agreement is hereby amended and restated as set forth on
Exhibit D hereto.
3.5 REAL PROPERTY SCHEDULE. Notwithstanding Section 5.17(b) of the
Agreement, Schedule 3.18(b) is amended by noting beside the property listed on
such Schedule that is located at 000 Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx that such
property may be Leased Real Property and not Owned Real Property. Nothing
contained in this Section 3.5 of this Amendment and Section 5.25 of the
Agreement shall be taken into account for purposes of determining whether the
conditions precedent in ARTICLE VI of the Agreement are satisfied.
3.6 DIRECTOR AND OFFICER SCHEDULE. Notwithstanding Section 5.17(b) of the
Agreement, Schedule 3.26 to the Agreement is hereby amended and restated as set
forth on Exhibit E hereto.
3.7 INTERIM COVENANT SCHEDULE. Notwithstanding Section 5.17(b) of the
Agreement, Schedule 5.1 to the Agreement is hereby amended and restated as set
forth on Exhibit F hereto.
ARTICLE IV
MISCELLANEOUS AND GENERAL
4.1 DELIVERIES. Concurrently with the execution and delivery of this
Amendment, Buyer will deliver to Cooper amended Financing Commitments, which
amendments extend the expiration of the Financing Commitments to January 31,
2005.
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4.2 ARTICLE IX OF THE AGREEMENT. The provisions of Article IX of the
Agreement are incorporated into, and made part of, this Amendment.
4.3 COMPLETE AGREEMENT. The Agreement, as amended by this Amendment, and
the disclosure schedules and exhibits hereto and thereto and the other documents
delivered by the parties in connection herewith, together with the
Confidentiality Agreement, contain the complete agreement between the parties
hereto with respect to the transactions contemplated hereby and thereby and
supersede all prior agreements and understandings between the parties hereto
with respect thereto.
4.4 CAPTIONS. The captions contained in this Amendment are for convenience
of reference only and do not form a part of this Amendment.
4.5 AMENDMENT. This Amendment may be amended or modified only by an
instrument in writing duly executed by Buyer and Sellers.
4.6 GOVERNING LAW. This Amendment will be construed under and governed by
the Laws of the State of Delaware applicable to contracts made and to be
performed in that State.
4.7 COUNTERPARTS. This Amendment may be executed in two or more
counterparts, all of which will be considered one and the same agreement and
each of which will be deemed an original.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, Buyer and Sellers have executed or have caused this
Amendment to be executed as of the day and year first above written.
XXXXXX TIRE & RUBBER COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President - Chief
Financial Officer
XXXXXX TYRE & RUBBER COMPANY UK LIMITED
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Director
CSA ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
