Exhibit 10.32
EXECUTION COPY
SHAREHOLDERS' AGREEMENT
AMONG
PHARMANETICS, INC.
AND
THE SHAREHOLDERS LISTED ON EXHIBIT B HERETO
DATED MAY 1, 2003
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT (this "Agreement") is entered into as of May
1, 2003 by and among PharmaNetics, Inc., a North Carolina corporation (the
"Company"), Camden Partners Strategic Fund II-A, L.P., a Delaware limited
partnership, Camden Partners Strategic Fund II-B, L.P., a Delaware limited
partnership (collectively, "Camden") and other parties identified as Series B
Preferred Shareholders on Exhibit B hereto, as may be amended from time to time
(collectively with Camden, the "Series B Preferred Shareholders").
WHEREAS, simultaneously with the execution hereof, the Company has
issued to the Series B Preferred Shareholders 89,800 shares of Series B
Preferred Stock pursuant to the Stock Purchase Agreement dated as of the date
hereof among the Company and the Series B Preferred Shareholders (the "Purchase
Agreement"); and
WHEREAS, it is a condition to the obligations of the Series B
Preferred Shareholders under the Purchase Agreement that this Agreement be
executed by the parties hereto, in order to provide, among other things, for
certain rights and responsibilities as set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing and of the
mutual covenants and agreements hereinafter set forth, the parties hereto agree
as follows:
1. DEFINITIONS
For all purposes of this Agreement, capitalized terms specified in
Exhibit A shall have the meanings set forth in Exhibit A, except as otherwise
expressly provided herein.
2. DIRECTORS OF THE COMPANY
In accordance with the Charter and the Bylaws, as amended, of the
Company (the "Bylaws"), one director of the Company shall be elected by the
holders of the Series B Preferred Stock (the "Series B Preferred Director") and
all other directors of the Company shall be elected by the holders of the Common
Stock and the Preferred Stock voting together as a single class (with each share
of Preferred Stock entitled to one vote for each whole share of Common Stock
issuable upon conversion into Common Stock).
Until this Agreement is terminated as provided herein, the Company and
each Series B Preferred Shareholder (for so long as such Series B Preferred
Shareholder owns any Equity Securities of the Company) shall take or cause to be
taken all reasonably necessary actions within its respective power and authority
and in accordance with applicable law (including without limitation the voting
of shares of Equity Securities held by such shareholder or the taking of action
by written consent with respect to such shares) as may be required to effect the
agreements contained in this Section 2.
2.1. Board of Directors
The Company and each Series B Preferred Shareholder shall take or
cause to be taken all necessary actions as may be required:
(1) to establish the authorized size of the Board of Directors of
the Company at seven (7) directors;
(2) to not authorize an increase in the size of the Board of
Directors of the Company beyond nine (9) directors;
(3) to cause to be elected to the Board of Directors the Series B
Preferred Director designated in writing from time to time by Camden, such
person initially being Xxxxxxx X. Xxxxxxxx (the "Camden Director");
(4) to maintain the voting requirements for actions of the Board of
Directors at a majority of directors present at a meeting at which there is a
quorum, except in respect of such matters as this Agreement, the Charter or the
Bylaws or law may impose a greater voting requirement;
(5) to cause to be removed forthwith from the Board of Directors any
Camden Director when removal is requested for any reason, with or without cause,
by Camden, and not to remove a Camden Director for any other reason during the
time of the designation rights of Camden under this Section 2.1;
(6) in the case of death, resignation, or other removal as herein
provided of any Camden Director, to elect only another person designated by
Camden to fill the vacancy created thereby; and
(7) to prevent any action from being taken by the Board of Directors
of the Company during the pendency of any vacancy due to death, resignation or
removal of any Camden Director, unless Camden shall have failed for a period of
five Business Days after written notice from the Company of the vacancy to
designate a replacement.
2.2. Board Committees
The Board of Directors will not establish an executive committee
authorized to exercise the power of the Board of Directors generally unless the
Camden Director is granted representation on such committee proportional to its
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representation on the Board of Directors, nor will the Board of Directors
establish or employ committees (unless the Camden Director is granted
proportional representation thereon) as a means designed to circumvent or having
the effect of circumventing the rights of the Camden Director under this
Agreement or the Charter to representation on the Board of Directors.
2.3. Board Compensation
The Camden Director shall be entitled to receive such cash,
equity-linked or other compensation and expense reimbursement arrangements as
shall be provided to each other non-employee member of the Board of Directors in
performing their duties as directors.
2.4. Board Observer Rights
The Series B Preferred Shareholders, by majority vote (with each share
of Preferred Stock entitled to one vote for each whole share of Common Stock
issuable upon conversion into Common Stock), shall have the right to designate
one person to attend (or have one person attend on his or its behalf) (the
"Series B Representative") all meetings of the Company's Board of Directors and
such person shall be permitted to attend all meetings of committees thereof to
the extent practicable, in each case as an observer, and the Company shall
provide such persons with all information provided to its Board of Directors and
shall reimburse the reasonable expenses incurred by such persons in attending
any meeting; provided, however, that the Company reserves the right to exclude
the Series B Representative from access to any material or meeting or portion
thereof if the Company in good faith believes upon advice of counsel that such
exclusion is reasonably necessary to preserve the attorney-client privilege or
to protect highly confidential proprietary information.
3. TRANSFER OF EQUITY SECURITIES
Any party that acquires from a Series B Preferred Shareholder any
Series B Shares agrees that the Series B Shares it acquired are subject to the
provisions of this Agreement and upon consummation of such Transfer shall be
deemed a Series B Preferred Shareholder.
4. PREEMPTIVE RIGHTS
For a period of three (3) years from the date hereof, the Company
hereby grants to each Series B Preferred Shareholder the right (but not the
obligation) to purchase its pro rata share of any New Securities (as hereinafter
defined) that the Company may, from time to time, propose to sell and issue. A
pro rata share, for purposes of this right, is the portion of the New Securities
obtained by multiplying the total number of New Securities proposed to be issued
by a
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fraction, the numerator of which is the sum of the number of shares of Common
Stock then held by the Series B Preferred Shareholder and the number of shares
of Common Stock into which shares of Series B Preferred Stock then held by the
Series B Preferred Shareholder may then be converted ("Conversion Shares"), and
the denominator of which is the total number of shares of Common Stock and
Conversion Shares then outstanding. For purposes of this Section 4, "New
Securities" shall mean any common stock or preferred stock of the Company,
whether now authorized or not, and rights, options or warrants to purchase such
common stock or preferred stock, and securities of any type whatsoever that are,
or by their terms may become, convertible into common stock or preferred stock
of the Company, but shall not include: (a) shares of Common Stock to be issued
upon conversion of the Preferred Stock or upon the exercise of warrants which
were outstanding as of the date of this Agreement; (b) shares of Common Stock
issued to officers, directors, employees or consultants of the Company upon the
exercise of options issued to such persons, under any stock option or other
equity incentive plan approved by the Board of Directors; (c) securities offered
pursuant to a strategic financing with an entity engaged in the pharmaceutical,
diagnostic or medical device business as approved by the Board of Directors; or
(d) securities offered to the public in an underwritten public offering.
In the event the Company proposes to undertake an issuance of New
Securities, it shall give the Series B Preferred Shareholders written notice of
its intention, describing the type of New Securities, the price and the general
terms upon which the Company proposes to issue the same (a "Sale Notice"). Each
Series B Preferred Shareholder shall have 30 Business Days from the date of
receipt of any such Sale Notice to elect to purchase all or a portion of its pro
rata share of the New Securities for the price and upon the general terms
specified in the Sale Notice by giving written notice to the Company and stating
therein the quantity of New Securities to be purchased.
In the event the Series B Preferred Shareholders fail to exercise
fully the rights granted hereunder within the 30-day period, the Company shall
have 90 days to effect the sale of the New Securities at a price and on terms
substantially the same as those offered to the Series B Preferred Shareholders
in the Sale Notice. In the event the sale is not effected within the 90-day
period, the Company shall not issue and sell the New Securities without again
offering the New Securities to the Series B Preferred Shareholders in the manner
provided in this Section 4.
Notwithstanding Section 6.4 below, each Series B Preferred Shareholder
may, from time to time, assign its rights under this Section 4 or any portion
thereof to any of its Affiliates who agree to be bound under this Agreement. The
aggregate pro rata share of each Series B Preferred Shareholder and its
Affiliates as a group (a "Shareholder Group") shall be equal for all purposes to
the number of securities which would have constituted the pro rata share of such
Series
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B Preferred Shareholder had no such assignment been effected, and may be
allocated among the members of the Shareholder Group in any manner agreed upon
by the Shareholder Group. For purposes of this Section 4, the definition of
"Affiliate" shall only include affiliated entities and shall not include
individuals.
Notwithstanding the foregoing, (i) in the event that the Board of
Directors determines in good faith that the Company may be adversely affected by
a delay in closing the sale of the New Securities, holders of a majority of the
Series B Preferred Stock may waive the rights granted in this Section 4 on
behalf of all Series B Preferred Shareholders prior to the end of the 30-day
period and upon receipt of the acceptances or waivers described herein, the
Company shall be free to consummate the issuance and sale of the New Securities
and (ii) in no event shall the Company be required to sell any New Securities to
a Shareholder that is not an "accredited investor" as such term is defined under
the Act at the time of such proposed sale.
5. ADDITIONAL COVENANTS OF THE COMPANY
The Company hereby covenants as set forth in the following subsections
with each Series B Preferred Shareholder as follows:
5.1. Financial and Business Information
The Company shall furnish to the Series B Preferred Shareholders:
(1) as soon as available and in any event within 75 days after
the end of each fiscal year of the Company (or such shorter period as may be
prescribed by law or regulation with respect to annual filings on Form 10-K), a
copy of the audited balance sheet of the Company as of the end of such fiscal
year and the related audited statements of income and cash flows for the fiscal
year, all prepared in reasonable detail, and certified by independent certified
public accountants of recognized national standing as presenting fairly in all
material respects the financial position of the Company and approved by the
Board of Directors of the Company, including footnotes and setting forth in
comparative form the corresponding figures for the corresponding period of the
preceding fiscal year, subject to the applicable requirements of GAAP; and
(2) as soon as available and in any event within 45 days after
the end of each fiscal quarter of the Company (or such shorter period as may be
prescribed by law or regulation with respect to quarterly filings on Form 10-Q)
(other than the last quarter of each fiscal year), a copy of the unaudited
balance sheet of the Company as of the end of the quarter and the related
unaudited statements of income and cash flows of the Company for the periods
commencing at the end of the previous quarter and ending at the end of the
quarter and
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commencing at the beginning of the fiscal year and ending at the end of the
quarter, in each case setting forth in comparative form the corresponding
figures for the corresponding period of the preceding fiscal year, and
accompanied by a narrative management discussion and analysis of the operating
results and financial condition.
5.2. Restrictive Agreements Prohibited
The Company shall not become a party to any agreement which by its
terms or effects restricts or hinders the Company's performance of, or
obligations pursuant to, this Agreement, the Registration Rights Agreement, the
Charter or the Bylaws.
6. MISCELLANEOUS
6.1. Legend
The certificates or other evidence representing the Series B Preferred
Stock shall bear a legend (the "Legend") in substantially the following form:
The voting rights with respect to, and sale or other
disposition of, the securities represented by this
certificate are restricted by and subject to the provisions
of a Shareholders' Agreement dated as of May 1, 2003, a copy
of which is available for inspection at the offices of the
Company.
6.2. Specific Performance
In addition to any other remedies which the Series B Preferred
Shareholders may have at law or in equity, the Company and the Series B
Preferred Shareholders hereby acknowledge that the harm which might result to
the Series B Preferred Shareholders from breaches by the Company or the Series B
Preferred Shareholders of their respective obligations to take all necessary
actions with respect to the election and the removal of directors of the Company
cannot be adequately compensated by damages. Accordingly, the Company and each
Series B Preferred Shareholder agrees that each other Series B Preferred
Shareholder shall have the right to have all obligations and undertakings set
forth in Section 2 specifically performed by the Company or the other Series B
Preferred Shareholders, as the case may be, and that any other Series B
Preferred Shareholder shall have the right to obtain an order or decree of such
specific performance in any of the courts of the United States of America or of
any state or other political subdivision thereof.
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6.3. Termination
Unless earlier terminated as provided herein, this Agreement, and the
agreements, covenants and obligations of the parties hereunder shall forthwith
terminate and become wholly void and of no effect at such time as there are less
than twenty percent (20%) of the shares of Series B Preferred Stock remaining
outstanding (subject to adjustment for splits, combinations and the like).
6.4. Assignment
Except as expressly contemplated by Section 3, neither the Company nor
any Series B Preferred Shareholder shall assign this Agreement, in whole or in
part, whether by operation of law or otherwise, unless such person shall have
obtained the prior written consent of all the other parties. Any purported
assignment of this Agreement contrary to the terms hereof shall be null and void
and of no force and effect.
6.5. Entire Agreement; Amendment; and Waivers
This Agreement, including the Exhibits hereto constitutes the entire
agreement among the parties hereto with respect to the matters provided for
herein, and it supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein. This Agreement
may be amended, and the provisions hereof may be waived, only by action of
Series B Preferred Shareholders holding a majority of the Series B Preferred
Stock. No delay or failure on the part of any party hereto in exercising any
right, power or privilege under this Agreement or under any other instruments
given in connection with or pursuant to this Agreement shall impair any such
right, power or privilege or be construed as a waiver of any default or any
acquiescence therein. No single or partial exercise of any such right, power or
privilege shall preclude the further exercise of such right, power or privilege,
or the exercise of any other right, power or privilege. No waiver shall be valid
against any party hereto unless made in writing and signed by the party against
whom enforcement of such waiver is sought and then only to the extent expressly
specified therein.
6.6. No Third Party Beneficiaries
It is the explicit intention of the parties hereto that no person or
entity other than the parties hereto is or shall be entitled to bring any action
to enforce any provision of this Agreement against any of the parties hereto,
and the covenants, undertakings and agreements set forth in this Agreement shall
be solely for the benefit of, and shall be enforceable only by, the parties
hereto or their
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respective successors, heirs, executors, administrators, legal representatives
and permitted assigns.
6.7. Binding Effect
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors, heirs, executors,
administrators, legal representatives and permitted assigns.
6.8. Governing Law
This Agreement, the rights and obligations of the parties hereto, and
any claims or disputes relating thereto, shall be governed by and construed in
accordance with the laws of the State of North Carolina (excluding the choice of
law rules thereof).
6.9. Notices
All notices, demands, requests, or other communications which may be
or are required to be given, served, or sent by any party to any other party
pursuant to this Agreement shall be in writing and shall be hand-delivered or
mailed by first-class, registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
(i) If to the Company:
PharmaNetics, Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxxxx
with a copy (which shall not constitute notice) to:
Wyrick, Robbins, Xxxxx & Xxxxxx LLP
The Summit
0000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
(ii) If to Camden:
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Camden Partners Holdings, LLC
Xxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
and Xxxxxxx X. Berkeley
with a copy (which shall not constitute notice) to:
Xxxxx & Xxxxxxx L.L.P.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
(iii) If to any other Series B Preferred Shareholder:
To such Series B Preferred Shareholder's address shown on
Exhibit B hereof.
Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request, or communication which shall be hand-delivered or
mailed in the manner described above, shall be deemed sufficiently given,
served, sent, received or delivered for all purposes at such time as it is
delivered to the addressee (with the return receipt or the delivery receipt,
being deemed conclusive, but not exclusive, evidence of such delivery) or at
such time as delivery is refused by the addressee upon presentation.
6.10. Execution in Counterparts
To facilitate execution, this Agreement may be executed in as many
counterparts as may be required; and it shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
[Signatures Appear on Following Pages]
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IN WITNESS WHEREOF, the undersigned have duly executed this Shareholders'
Agreement, or have caused this Agreement to be duly executed on their behalf, as
of the day and year first hereinabove set forth.
PHARMANETICS, INC.
By: _____________________________________
Name:
Title:
SHAREHOLDERS:
CAMDEN PARTNERS STRATEGIC
FUND II-A, L.P.
By: Camden Partners Strategic II, LLC,
Its General Partner
By: _____________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Member
CAMDEN PARTNERS STRATEGIC
FUND II-B, L.P.
By: Camden Partners Strategic II, LLC,
Its General Partner
By: _____________________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Member
SHAREHOLDERS' AGREEMENT SIGNATURE PAGE
AIG DKR SOUNDSHORE PRIVATE
INVESTORS HOLDING FUND LTD.
By: __________________________________
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
SHAREHOLDERS' AGREEMENT SIGNATURE PAGE
BAYSTAR CAPITAL II, LP, a Delaware limited
partnership
By: BayStar Capital Management, LLC,
Its General Partner
By: ________________________________________
Name: Xxxxxx X. Xxxxx
Title: Managing Member
SHAREHOLDERS' AGREEMENT SIGNATURE PAGE
CRESTVIEW CAPITAL FUND I, LP
By: ________________________________________
Name: Xxxxxxx Xxxx
Title: Managing Partner
CRESTVIEW CAPITAL FUND II, LP
By: ________________________________________
Name: Xxxxxxx Xxxx
Title: Managing Partner
CRESTVIEW CAPITAL OFFSHORE FUND INC.
By: ________________________________________
Name: Xxxxxxx Xxxx
Title: Secretary
SHAREHOLDERS' AGREEMENT SIGNATURE PAGE
MAINFIELD ENTERPRISES INC.
By: ________________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
SHAREHOLDERS' AGREEMENT SIGNATURE PAGE
OMICRON MASTER TRUST
By: Omicron Capital L.P.,
As Advisor
By: Omicron Capital Inc.,
Its General Partner
By: ______________________________
Name: Xxxxxxx Xxxxxx
Title: President
SHAREHOLDERS' AGREEMENT SIGNATURE PAGE
SMITHFIELD FIDUCIARY LLC
By: ______________________________
Name: Xxxx X. Chill
Title: Authorized Signatory
SHAREHOLDERS' AGREEMENT SIGNATURE PAGE
EXHIBIT A
TO SHAREHOLDERS' AGREEMENT
DATED AS OF MAY 1, 2003
DEFINITIONS
"Act" shall mean the Securities Act of 1933, as amended.
"Affiliate" shall mean: (a) with respect to a person, any member
of such person's family; (b) with respect to an entity, any officer, director,
shareholder, partner or investor of or in such entity or of or in any Affiliate
of such entity; and (c) with respect to a person or entity, any person or entity
which directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with such person or entity.
"Agreement" shall mean this Shareholders' Agreement.
"Business Day" shall mean Monday through Friday and shall
exclude any federal or religious holidays.
"Bylaws" has the meaning set forth in Section 2.
"Camden Director" has the meaning set forth in Section 2.1.
"Charter" shall mean the Second Amended and Restated Articles of
Incorporation of the Company.
"Common Stock" shall mean the common stock, no par value, of the
Company.
"Company" shall mean PharmaNetics, Inc., a North Carolina
corporation, or any successor thereto.
"Conversion Shares" has the meaning set forth in Section 4.
"Equity Securities" shall mean the Common Stock, the Series A
Preferred Stock, the Series B Preferred Stock and any additional series of
Preferred Stock that may be designated by the Board of Directors from time to
time and any warrants or other rights to subscribe for or to purchase, or any
options for the purchase of, Common Stock, any stock or security convertible
into or exchangeable
for Common Stock or any other capital stock, or interest in
capital stock of the Company whether or not convertible into or exchangeable for
Common Stock.
"New Securities" has the meaning set forth in Section 4.
"Preferred Stock" shall mean the Series A Preferred Stock, the
Series B Preferred Stock and any additional series of Preferred Stock that may
be designated by the Board of Directors from time to time
"Series B Preferred Shareholders" has the meaning set forth in
the Recitals.
"Sale Notice" has the meaning set forth in Section 4.
"Series A Preferred Stock" shall mean the Series A Convertible
Preferred Stock, no par value, of the Company.
"Series B Preferred Stock" shall mean the Series B Convertible
Preferred Stock, no par value, of the Company.
"Shareholder Group" has the meaning set forth in Section 4.
"Transfer" means the sale, gift, mortgage, pledge, exchange,
assignment or other disposition or transfer, including a disposition under
judicial order, legal process, execution, attachment or enforcement of an
encumbrance, but shall not include: (a) a transfer by any Shareholder that is a
party to this Agreement as of the date hereof to any other Shareholder that is a
party to this Agreement as of the date hereof; (b) a transfer by a Shareholder
to such Shareholder's spouse, children or grandchildren, or to trustees or
custodians for their benefit, provided that the transferees shall hold the
Series B Preferred Stock subject to the terms of this Agreement and, as a
condition precedent to such transfers, shall be required to execute and deliver
this Agreement; or (c) a transfer by a Shareholder to any limited or general
partner or Affiliate of the Transferor.
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EXHIBIT B
TO SHAREHOLDERS' AGREEMENT
DATED AS OF MAY 1, 2003
Series B Preferred Shareholders
Camden Partners Strategic Fund II-A, L.P.
Camden Partners Strategic Fund II-B, L.P.
Xxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
and Xxxxxxx X. Berkeley
AIG DKR SoundShore Private Investors Holding Fund Ltd.
0000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Phone: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
BayStar Capital I, LP
c/o BayStar Capital Management, LLC
00 X. Xxx Xxxxxxx Xxxxx Xxxx., Xxxxx 0X
Xxxxxxxx, Xxxxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxx
Crestview Capital Fund I, LP
Crestview Capital Fund II, LP
Crestview Capital Offshore Fund, Inc.
00 Xxxxxx Xxxxx, Xxxxx X
Xxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxx Xxxx
Mainfield Enterprises Inc.
c/o Sage Capital Growth Inc.
000 Xxxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxx
Omicron Master Trust
c/o Omicron Capital
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
Smithfield Fiduciary LLC
c/o Highbridge Capital Management, LLC
9 West 00/xx/ Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxx X. Xxxxxx
and Xxxx X. Chill
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