Exhibit A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated effective as of June
26, 2003, is made and entered into by and between Westar Industries, Inc., a
Kansas corporation (fka Westar Capital, Inc.) ("Seller"), on the one hand, and
Xxxxxxx X. Xxxxxxxx, an individual, Xxxx X. Xxxxxxx, an individual, Xxxxxxx X.
Xxxxxxx, an individual, and Xxxxxxxxx X. Xxxx, an individual (collectively,
"Buyers"), on the other.
W I T N E S S E T H
WHEREAS, Seller desires to sell 3,174,265 shares of Class A Common Stock
(the "Common Stock") of Onsite Energy Corporation ("Onsite") and 649,120 shares
of Onsite's Series C Convertible Preferred Stock (the "Preferred Stock"), which
represents all of the shares currently owned by Seller, to Buyers upon the terms
and conditions contained herein. (The Common Stock and the Preferred Stock
collectively shall be referred to herein as the "Onsite Stock").
WHEREAS, Buyers desire to purchase the Onsite Stock upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and of the mutual
representations, warranties, covenants, and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. CONTEMPLATED TRANSACTIONS AND CLOSING.
1.1. Purchase of the Onsite Stock. Upon the terms and subject to the
conditions set forth in this Agreement, on the Closing Date (as defined in
Section 2 below), Buyers shall purchase from Seller, and Seller shall sell to
Buyers, the Onsite Common Stock and the Onsite Preferred Stock.
1.2. Demand and Piggy-Back Rights. Effective as of the Closing (as defined
in Section 2 below), Seller hereby transfers and assigns to Buyers all of
Seller's rights under and resulting from that certain Registration Rights
Agreement dated October 31, 1997, between Seller and Onsite.
1.3. Buyers' Preemptive Rights. Effective as of the Closing, Seller hereby
transfers and assigns to Buyers the "Preemptive Rights," as defined in that
certain Stock Subscription Agreement dated October 28, 1997, between Seller and
Onsite.
1.4. Consideration for Onsite Stock. In consideration of the purchase terms
set forth in Sections 1.1 through 1.4, at the Closing Buyers shall pay to Seller
the sum of $135,000 in immediately available United States Dollars (the
"Purchase Price").
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2. CLOSING.
2.1. Closing Date. The transactions contemplated hereby shall be
consummated at a closing (the "Closing") that shall take place simultaneously at
7:30 A.M. Pacific Daylight Time on June 26, 2003, at Onsite's offices, 000
Xxxxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000, and the offices of Seller,
000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000. The Closing may also be held at such other
time and place as may be agreed upon by the parties. The date of the Closing is
referred to herein as the "Closing Date" and all transactions contemplated
herein to occur at the Closing shall be deemed to occur on the Closing Date and
all transfers and assignments of title shall vest and be deemed effective on the
Closing Date.
2.2. Deliveries at or prior to the Closing. Upon the terms and conditions
set forth in this Agreement, Buyers and Seller shall make the following
deliveries at the Closing of the Closing Date.
2.2.1. Deliveries by Buyers at the Closing. At or before the Closing
Buyers shall deliver to Seller the following:
(a) The Purchase Price by cashier's check or by a wire transfer
in accordance with written instructions from Seller; and
(b) A certificate, executed by Buyers and dated as of the Closing
Date, certifying that all of the representations and warranties set
forth in Section 4 hereof are true and correct in all material
respects and that all of the conditions set forth in Section 4 hereof
have been satisfied.
2.2.2. Deliveries by Seller at the Closing. At or prior to the
Closing, Seller shall deliver to Buyers the following:
(a) Share certificates evidencing the Common Stock, duly endorsed
to Buyers or together with an executed Stock Power Separate From
Certificate substantially in the form attached hereto as Exhibit A;
(b) Share certificates evidencing the Preferred Stock, duly
endorsed to Buyers or together with an executed Stock Power Separate
From Certificate substantially in the form attached hereto as Exhibit
B;
(c) A certificate, executed by Seller and dated as of the Closing
Date, certifying that all of the representations and warranties set
forth in Section 3 hereof are true and correct in all material
respects and that all of the conditions set forth in Section 6 hereof
have been satisfied.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby represents and warrants to Buyers that:
3.1. Title to Properties and Assets. Seller has good and marketable title
to the Onsite Stock, free and clear from any liens and/or encumbrances.
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3.2. Authorization.
3.2.1. All corporate action on the part of Seller, its officers,
directors and stockholders necessary for the sale and transfer of the
Onsite Stock pursuant hereto and the performance of Seller's obligations
hereunder has been taken or will be taken prior to the Closing.
3.2.2. The amounts of Common Stock and Preferred Stock to be
transferred to Buyers in this Agreement represent the entirety of the
shares of Onsite stock owned by Seller.
3.3. Seller's Acknowledgement of Buyers' Insider Status. Seller understands
and acknowledges that Buyers are executive officers of Onsite and likely possess
material non-public information relating to Onsite. Seller waives its rights to
make any claims it may have to any recovery of any damages resulting from
Seller's claims related to lack of knowledge of such material non-public
information.
3.4. No Conflict; No Consents or Approvals Required. Neither the execution
and delivery of this Agreement by Seller, nor the consummation by Seller of the
transactions contemplated hereby will:
(a) Conflict with or violate any provision of the Certificate of
Incorporation or Bylaws of Seller;
(b) Conflict with or violate any law, rule, regulation,
ordinance, order, writ, injunction, judgment or decree applicable to
Seller or by which it or any of its properties or assets are bound or
affected; or
(c) Conflict with or result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination
or cancellation of, or result in the creation of any lien, charge or
encumbrance on any of the respective properties or assets of it
pursuant to any of the terms, conditions or provisions of, any
material note, bond, mortgage, indenture, deed of trust, lease,
permit, license, franchise, authorization, agreement or other
instrument or obligation to which Seller is a party or by which Seller
or any of its properties or assets is bound or affected.
3.5. Litigation. There is no action, suit, proceeding or investigation
pending or currently threatened against Seller that questions the validity of
this Agreement or the right of Seller to enter into it, or to consummate the
transactions contemplated hereby.
3.6. Reports and Other Information. All material reports, documents and
information required to be filed with the Securities and Exchange Commission
with respect to Seller related to this transaction have or will be filed timely.
3.7. Receipt of Information. Seller has received information and the
opportunity to ask questions of Onsite management and has considered such
information in evaluating the terms and conditions of the sale and transfer of
the Onsite Stock, and the business, properties, prospects and financial
condition of Onsite and in deciding to accept Buyers' offer to purchase the
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Onsite Stock. The foregoing, however, does not limit or modify the
representations and warranties of Seller in Section 3 hereof or the right of
Buyers to rely thereon.
3.8. Independent Legal Advice. This Agreement has been negotiated at arms
length and Seller has been given the opportunity to be represented by legal
counsel of its choosing and to the extent Seller has deemed necessary, Seller
has consulted with independent legal counsel with respect to its rights and
obligations under this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF BUYERS.
Buyers represent and warrant that:
4.1. Authorization. All action on the part of Buyers necessary for the
purchase of the Onsite Stock pursuant hereto and the performance of Buyers'
obligations hereunder has been taken or will be taken prior to the Closing.
4.2. Purchase Entirely for Own Account. This Agreement is made with Buyers
in reliance upon such Buyers' representation to Seller, which by Buyers'
execution of this Agreement Buyers hereby confirm, that the Onsite Stock to be
purchased by Buyers will be acquired for investment purposes for Buyers' own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part hereof in violation of applicable federal or state
securities laws. By executing this Agreement, Buyers further represent that
Buyers do not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to any third
person, with respect to any of the Onsite Stock. A transfer of the Onsite Stock
to an Affiliate by Buyers shall not be deemed to be a violation of this
provision. As used herein, the term "Affiliate" shall mean, with respect to any
person, any other person that directly or indirectly through one or more
intermediaries controls or is controlled by or is under common control with such
person.
4.3. Reliance Upon Buyers' Representations. Buyers understand that the
Onsite Stock has not been registered under the Securities Act of 1933, as
amended (the "Securities Act") on the grounds that the transactions contemplated
by this Agreement are exempt from registration under the Securities Act pursuant
to Section 4(2) thereof, and Regulation D promulgated thereunder, and that
Seller's reliance on such exemption is predicated on Buyers' representations set
forth herein.
4.4. Investment Experience. Buyers represent that they are experienced in
evaluating and investing in securities of companies and acknowledges that they
are able to fend for themselves, can bear the economic risk of the investment,
and have such knowledge and experience in financial and business matters that
they are capable of evaluating the merits and risks of the investment in the
Onsite Stock.
4.5. Accredited Buyers. Buyers represent that they are executives officers
of Onsite and are therefore "accredited Buyers" as that term is defined in
Regulation D, 17 C.F.R. 230.501(a).
4.6. Restricted Securities. Buyers understand that the Onsite Stock
transferred hereunder may not be sold, transferred or otherwise disposed of
without registration under the Securities Act or any exemption therefrom, and
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that in the absence of an effective registration statement covering the Onsite
Stock, or an available exemption from registration under the Securities Act, the
Onsite Stock must be held indefinitely. In particular, Buyers is aware that the
Onsite Stock may not be sold pursuant to Rule 144, 17 C.F.R. 230.144, unless all
of the conditions of that Rule are met.
4.7. Independent Legal Advice. This Agreement has been negotiated at arms
length and Buyers have been given the opportunity to be represented by legal
counsel of their choosing and to the extent Buyers have deemed necessary, Buyers
have consulted with independent legal counsel with respect to their rights and
obligations under this Agreement.
5. CONDITIONS OF BUYERS' OBLIGATIONS AT CLOSING.
The obligations of Buyers under this Agreement are subject to the
fulfillment on or before the Closing Date of each of the following conditions,
the waiver of which shall not be effective against Buyers unless consented to by
Buyers in writing:
5.1. Representations and Warranties. The representations and warranties of
Seller contained in Section 2 hereof shall be true and correct in all material
respects on and as of the Closing Date.
5.2. Performance. Seller shall have performed and complied with all
agreements, obligations, and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing Date.
5.3. Qualifications. All authorizations, approvals, or permits, if any, of
any governmental authority or regulatory body that are required in connection
with the sale of the Onsite Stock pursuant to this Agreement shall be duly
obtained and effective as of the Closing Date.
5.4. Proceedings and Documents. All corporate and other proceedings in
connection with the transactions contemplated to occur on the Closing Date and
all documents incident thereto shall be reasonably satisfactory in form and
substance to Buyers, or Buyers' counsel, as the case may be.
6. CONDITIONS OF SELLER'S OBLIGATIONS AT CLOSING.
The obligations of Seller to Buyers under this Agreement are subject to the
fulfillment on or before the Closing Date of each of the following conditions by
Buyers, the waiver of which shall not be effective unless consented thereto in
writing:
6.1. Representations and Warranties. The representations and warranties of
Buyers contained in Section 4 hereof shall be true and correct in all material
respects on and as of the Closing Date.
6.2. Qualifications. All authorizations, approvals, or permits, if any, of
any governmental authority or regulatory body that are required in connection
with the lawful issuance and sale of the Onsite Stock pursuant to this Agreement
shall be duly obtained and effective as of the Closing Date.
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6.3. Performance. Buyers shall have performed and complied with all
agreements, obligations, and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing Date.
7. RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; COMPLIANCE WITH SECURITIES
ACT
7.1. Restrictions on Transferability. Upon the transfer of the Onsite Stock
from Seller to Buyers, the Onsite Stock shall not be further transferable,
except upon the conditions specified in this Section. Buyers will cause any
successor or proposed transferee of the Onsite Stock to agree to take and hold
the Onsite Stock subject to the conditions specified in this Section. Buyers
acknowledge the restrictions upon its right to transfer the Onsite Stock set
forth in this Section.
7.2. Restrictive Legends. Each certificate representing the Onsite Stock
shall (unless otherwise permitted or unless the securities evidenced by such
certificate shall have been registered under the Securities Act) be stamped or
otherwise imprinted with a legend in the following form (in addition to any
legend required under applicable state securities laws):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993
OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF
COUNSEL SATISFACTORY TO SELLER THAT SUCH REGISTRATION IS NOT REQUIRED.
8. MISCELLANEOUS.
8.1. Entire Agreement. This Agreement and the schedules and other documents
referred to herein constitute the entire agreement among the parties and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, or covenants except as specifically set forth
herein or therein.
8.2. Survival of Warranties. The warranties, representations and covenants
of Seller and Buyers, jointly and severally, contained in or made pursuant to
this Agreement shall survive the execution and delivery of this Agreement and
the Closing Date.
8.3. Successors and Assigns. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
8.4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
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8.5. Counterparts. This Agreement may be executed in one or more
counterparts, each of which may be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement may be executed by
a party and sent to the other parties via facsimile transmission and the
facsimile transmitted copy shall have the same integrity, force and effect as an
original document.
8.6. Title and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
8.7. Notices. All notices or other communications required hereunder shall
be in writing and shall be sufficient in all respects and shall be deemed
delivered after 5 days if sent via registered or certified mail, postage
prepaid; the next day if sent by overnight courier service; or one business day
after transmission, if sent by facsimile, to the following:
If to Seller: Westar Industries, Inc.
C/O Westar Energy, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: General Counsel
Fax: 000-000-0000
If to Buyers: Xxxxxxx X. Xxxxxxxx
c/o Onsite Energy Corporation
000 Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Xxxx X. Xxxxxxx
c/o Onsite Energy Corporation
000 Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Xxxxxxx X. Xxxxxxx
c/o Onsite Energy Corporation
000 Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax: (000) 000-0000
Xxxxxxxxx X. Xxxx
c/o Onsite Energy Corporation
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Fax: (000) 000-0000
Any party hereto may change its address for purposes hereof by notice to all
other parties hereto.
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8.8. Dispute Resolution. No party to this Agreement shall be entitled to
take legal action with respect to any dispute relating hereto until it has
complied in good faith with the following alternative dispute resolution
procedures. This Section shall not apply to the extent it is deemed necessary to
take legal action immediately to preserve a party's adequate remedy.
8.8.1. Negotiation. The parties shall attempt promptly and in good
faith to resolve any dispute arising out of or relating to this Agreement,
through negotiations between representatives who have authority to settle
the controversy. Any party may give the other party written notice of any
such dispute not resolved in the normal course of business. Within 20 days
after delivery of the notice, representatives of both parties shall meet at
a mutually acceptable time and place, and thereafter as often as they
reasonably deem necessary, to exchange information and to attempt to
resolve the dispute, until the parties conclude that the dispute cannot be
resolved through unassisted negotiation. Negotiations extending sixty days
after notice shall be deemed at an impasse, unless otherwise agreed by the
parties.
If a negotiator intends to be accompanied at a meeting by an attorney,
the other negotiator(s) shall be given at least three working days' notice
of such intention and may also be accompanied by an attorney. All
negotiations pursuant to this clause are confidential and shall be treated
as compromise and settlement negotiations for purpose of the Federal and
state Rules of Evidence.
8.8.2. ADR Procedure. If a dispute with more than $20,000.00 at issue
has not been resolved within 60 days of the disputing party's notice, a
party wishing resolution of the dispute ("Claimant") shall initiate
assisted Alternative Dispute Resolution ("ADR") proceedings as described in
this Section. Once the Claimant has notified the other ("Respondent") of a
desire to initiate ADR proceedings, the proceedings shall be governed as
follows: By mutual agreement, the parties shall select the ADR method they
wish to use. That ADR method may include arbitration, mediation,
mini-trial, or any other method which best suits the circumstances of the
dispute. The parties shall agree in writing to the chosen ADR method and
the procedural rules to be followed within 30 days after receipt of notice
of intent to initiate ADR proceedings. To the extent the parties are unable
to agree on procedural rules in whole or in part, the current Center for
Public Resources ("CPR") Model Procedure for Mediation of Business
Disputes, CPR Model Mini-trial Procedure, or CPR Commercial Arbitration
Rules--whichever applies to the chosen ADR method--shall control, to the
extent such rules are consistent with the provisions of this Section. If
the parties are unable to agree on an ADR method, the method shall be
arbitration.
The parties shall select a single Neutral third party to preside over
the ADR proceedings, by the following procedure: Within 15 days after an
ADR method is established, the Claimant shall submit a list of five
acceptable Neutrals to the Respondent. Each Neutral listed shall be
sufficiently qualified, including demonstrated neutrality, experience and
competence regarding the subject matter of the dispute. A Neutral who is an
attorney or former judge shall be deemed to have adequate experience. None
of the Neutrals may be present or former employees, attorneys, or agents of
either party. The list shall supply information about each Neutral,
including address, and relevant background and experience (including
education, employment history and prior ADR assignments). Within 15 days
after receiving the Claimant's list of Neutrals, the Respondent shall
select one Neutral from the list, if at least one individual on the list is
acceptable to the Respondent. If none on the list are acceptable to the
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Respondent, the Respondent shall submit a list of five Neutrals, together
with the above background information, to the claimant. Each of the
Neutrals shall meet the conditions stated above regarding the Claimant's
Neutrals. Within 15 days after receiving the Respondent's list of Neutrals,
the Claimant shall select one Neutral, if at least one individual on the
list is acceptable to the Respondent. If none on the list are acceptable to
the Claimant, then the parties shall request assistance from the Center for
Public Resources, Inc., to select a Neutral.
The ADR proceeding shall take place within 30 days after the Neutral
has been selected. The Neutral shall issue a written decision within 30
days after the ADR proceeding is complete. Each party shall be responsible
for an equal share of the costs of the ADR proceeding. The parties agree
that any applicable statute of limitations shall be tolled during the
pendency of the ADR proceedings, and no legal action may be brought in
connection with this Agreement during the pendency of an ADR proceeding.
The Neutral's written decision shall become final and binding on the
parties, unless a party objects in writing within 30 days of receipt of the
decision. The objecting party may then file a lawsuit in any court allowed
by this Agreement. The Neutral's written decision shall be admissible in
the objecting party's lawsuit.
8.9. Amendments and Waivers. Any term of this Agreement may be amended and
the observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively), only with
the written consent of the parties. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon Buyers, its successors or
assigns, and each future holder of such securities and Seller. A waiver by any
party hereto of a default in the performance of this Agreement shall not operate
as a waiver of any future or other default, whether of a like or different kind.
8.10. Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the parties shall use their efforts to substitute provisions
of substantially the same effect. The balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SELLER:
WESTAR INDUSTRIES, INC.
(fka Westar Capital, Inc.)
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
-----------------------------------
Title: Secretary
-----------------------------------
Date: June 26, 2003
BUYERS:
/s/Xxxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxxx, an individual
Date: June 26, 2003
/s/Xxxx X. Xxxxxxx
-------------------------------------------
Xxxx X. Xxxxxxx, an individual
Date: June 26, 2003
/s/Xxxxxxx X. Xxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxx, an individual
Date: June 26, 2003
/s/Xxxxxxxxx X. Xxxx
-------------------------------------------
Xxxxxxxxx X. Xxxx, an individual
Date: June 26, 2003
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Exhibit A to
Stock Purchase Agreement
STOCK POWER SEPARATE FROM CERTIFICATE
(Class A Common Stock)
For value received, the undersigned hereby sells, assigns and transfers to
Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxx
(collectively, "Transferees"), in accordance with that certain Stock
Distribution Agreement among Transferees, 3,174,265 shares of Class A Common
Stock of Onsite Energy Corporation, a Delaware corporation (the "Company"),
standing in the undersigned's name on the books of the Company and represented
by the following share certificates:
--------------------------------------------------------------------------------
Share Certificate Number of Shares
------------------------------------ ----------------------------------
CA-
------------------------------------ ----------------------------------
CA-
------------------------------------ ----------------------------------
CA-
------------------------------------ ----------------------------------
--------------------------------------------------------------------------------
WESTAR INDUSTRIES, INC.
(fka Westar Capital, Inc.)
By:
------------------------------
Name:
-------------------------
Title:
-------------------------
Exhibit A
Exhibit B to
Stock Purchase Agreement
STOCK POWER SEPARATE FROM CERTIFICATE
(Series C Convertible Preferred Stock)
For value received, the undersigned hereby sells, assigns and transfers to
Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxx
(collectively, "Transferees"), in accordance with that certain Stock
Distribution Agreement among Transferees, 649,120 shares of Series C Convertible
Preferred Stock of Onsite Energy Corporation, a Delaware corporation (the
"Company"), standing in the undersigned's name on the books of the Company and
represented by the following share certificates:
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Share Certificate Number of Shares
---------------------------------------- ------------------------------------
PC-01 200,000
---------------------------------------- ------------------------------------
PC-02 3,250
---------------------------------------- ------------------------------------
PC-03 4,955
---------------------------------------- ------------------------------------
PC-04 5,075
---------------------------------------- ------------------------------------
PC-05 200,000
---------------------------------------- ------------------------------------
PC-06 10,074
---------------------------------------- ------------------------------------
PC-07 200,000
---------------------------------------- ------------------------------------
PC-08 10,320
---------------------------------------- ------------------------------------
PC-09 15,446
---------------------------------------- ------------------------------------
--------------------------------------------------------------------------------
WESTAR INDUSTRIES, INC.
(fka Westar Capital, Inc.)
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
---------------------------
Title: Secretary
---------------------------
Signature Guaranteed:
By: /s/ Xxxx Xxxxxxxx
-----------------
Exhibit B
