Exhibit 2
EXECUTION VERSION
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is made and entered
into as of June 13, 2005 between New Affirmative LLC, a Delaware limited
liability company (the "Purchaser"), DSC AFFM, LLC, a Delaware limited
liability company ("DSC"), and X.X. Xxxxxxx I LP, a Delaware limited
partnership ("JCF," and collectively with DSC, the "Investors").
WHEREAS, DSC and JCF have caused the Purchaser to be formed as a
limited liability company under the Delaware Limited Liability Company Act as
in effect on the date of this Agreement (currently Chapter 18 of Title 6,
Sections 18-101 through 18-1109 of the Delaware Code).
WHEREAS, concurrently with the execution of this Agreement, the
Purchaser, Vesta Insurance Group, Inc. ("VIG"), and Vesta Fire Insurance
Corporation ("VFIC" and collectively with VIG, the "Sellers"), and solely for
the purposes of Section 1.1(b) therein, Delaware Street Capital Master Fund,
L.P. and JCF have entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement"), pursuant to which, among other things, the Company has agreed to
purchase 5,218,228 shares of common stock of Affirmative Insurance Holdings,
Inc. ("Affirmative") owned, collectively, by VIG and VFIC.
WHEREAS, the Purchaser has been formed for the sole purpose of
acquiring and holding the shares of common stock of Affirmative purchased
pursuant to the Stock Purchase Agreement as well as additional shares of
common stock of Affirmative, if any, held directly by the Investors upon the
closing of the transactions (the "Stock Purchase") contemplated by the Stock
Purchase Agreement.
WHEREAS, in connection with, and as an integral part of, the Stock
Purchase Agreement (i) DSC desires to invest the DSC Investment Amount (as
defined herein) in the Purchaser in exchange for the DSC Purchased Membership
Units (as defined herein) at a per unit purchase price equal to the Per Unit
Purchase Price (as defined herein), and (ii) JCF desires to invest the JCF
Investment Amount (as defined herein) in the Purchaser in exchange for the JCF
Purchased Membership Units (as defined herein) at a per unit purchase price
equal to the Per Unit Purchase Price (the transactions described in clauses
(i) and (ii), collectively the "Subscription").
WHEREAS, at the Subscription Closing (as defined herein), DSC wishes
to contribute and the Purchaser desires to accept all shares of common stock
of Affirmative held by DSC at such time (the "DSC Stake") as partial
consideration of the DSC Investment Amount.
WHEREAS, at the Subscription Closing, JCF wishes to contribute and
the Purchaser desires to accept all shares, if any, of common stock of
Affirmative held by JCF at such time (the "JCF Stake" and each of the JCF
Stake and the DSC Stake, a "Contributed Stake") as partial consideration for
the JCF Investment Amount.
WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the meanings given to them in the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties herein contained, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Purchaser and the Investors, intending to be legally bound,
hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall
have the meanings set forth below:
"Expenses" shall mean all of the reasonable and documented
out-of-pocket fees (including legal, accounting and other advisory fees),
costs, expenses and disbursements incurred at any time by the Investors or by
the Purchaser, whether before or after the date hereof in connection with
their consideration and negotiation of the Stock Purchase.
"Membership Units" shall have the meaning set forth in the LLC
Agreement (as defined herein).
"Per Unit Purchase Price" shall mean (x) $15.00 or (y) with respect
to the Membership Units purchased by shares comprising the JCF Stake, the cost
basis of JCF for each such share (unless otherwise agreed to by the parties);
provided, that, if there is any adjustment to the Per Share Purchase Price
pursuant to the terms of the Stock Purchase Agreement the Per Share Unit
Purchase Price shall be concurrently adjusted by the same amount.
"Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations in effect from time to time thereunder.
"Total Value" means the sum of (x)(i) the number of shares of common
stock of Affirmative represented by the DSC Stake, multiplied by (ii) $15.00
per share, (y)(i) the number of shares, if any, of common stock of Affirmative
represented by the JCF Stake multiplied by (ii) the cost basis of JCF for each
such share (unless otherwise agreed to by the parties) and (z)(i) 5,218,228
shares of common stock of Affirmative multiplied by (ii) $15.00 per share.
2. Closing.
(a) Time and Place. The closing of this Agreement (the "Subscription
Closing") shall occur at, or substantially simultaneously with, the time and
the place of the Closing.
(b) Termination. If the Stock Purchase Agreement or the LLC Agreement
has been terminated pursuant to its terms, the obligations of the Investors
and the Purchaser pursuant to this Agreement shall terminate without liability
of either party to the other except for breach hereof prior to the date of
termination.
(c) Subscription for Purchased Membership Units; Purchase Price. Upon
the terms and subject to the conditions hereinafter set forth:
(i) each of DSC and JCF hereby subscribes for and shall
purchase, and the Purchaser shall issue and sell to DSC and
JCF, respectively, a number of Membership Units (such
number, the "DSC Purchased Membership Units" and the "JCF
Purchased Membership Units", respectively) at the Per Unit
Purchase Price with a value equal to fifty percent (50%) of
the Total Value (such amount with respect to DSC, the "DSC
Investment Amount" and such amount with respect to JCF, the
"JCF Investment Amount");
(ii) (A) the DSC Investment Amount shall be payable by DSC in the
form of shares of common stock of Affirmative representing
the DSC Stake and cash and (B) the JCF Investment Amount
shall be payable by JCF in the form of shares of common
stock of Affirmative representing the JCF Stake, if any, and
cash;
(iii) for the purposes of calculating the DSC Investment Amount
and the JCF Investment Amount, respectively (A) the per
share value of the DSC Stake shall be equal to $15.00 (which
shall be adjusted if there is any adjustment to the Per
Share Purchase Price pursuant to the terms of the Stock
Purchase Agreement by the same amount) per share of
Affirmative common stock and (B) the per share value of the
JCF Stake, if any, shall be equal to the cost basis of each
share, unless otherwise agreed to in writing by the parties;
and
(iv) at least five (5) business days prior to the Subscription
Closing, the Investors shall deliver to the Purchaser
Exhibit A setting forth: (i) the DSC Stake; (ii) the JCF
Stake, if any; (iii) the calculation of the DSC Purchased
Membership Units; (iv) the calculation of the JCF Purchased
Membership Units; (v) the calculation of the DSC Investment
Amount; and (vi) the calculation of the JCF Investment
Amount.
(d) No Partial Funding. At the Subscription Closing, (i)(A) DSC shall
purchase all, but not less than all, of the DSC Purchased Membership Units and
(B) JCF shall purchase all, but not less than all, of the JCF Purchased
Membership Units and (ii) each of DSC and JCF shall contribute all shares of
common stock of Affirmative then held by such party.
(e) Additional Purchases and Sales. Notwithstanding any provision of
the LLC Agreement (as defined below), following the date hereof until the
Subscription Closing, neither party may acquire additional shares of common
stock of Affirmative or sell any common stock of Affirmative which either
party currently owns or subsequently acquires without the consent of the other
party hereto. Following the Subscription Closing, the terms of the LLC
Agreement shall prevail.
(f) Limited Liability Company Agreement. Concurrently with the
execution of this Agreement, the Investors shall execute the limited liability
company agreement in the form attached hereto as Exhibit B (the "LLC
Agreement") and DSC and JCF shall be treated as the "DSC Member" and the "JCF
Member", respectively, thereunder.
(g) Delivery. At or prior to the Subscription Closing, (i) DSC shall
deliver to the Purchaser the DSC Investment Amount (in the form indicated on
Exhibit A hereto), (ii) the Purchaser shall issue to DSC the DSC Purchased
Membership Units and cause such issuance to be reflected in the records of the
Purchaser, (iii) JCF shall deliver to the Purchaser the JCF Investment Amount
(in the form indicated on Exhibit A hereto), and (iv) the Purchaser shall
issue to JCF the JCF Purchased Membership Units and cause such issuance to be
reflected in the records of the Purchaser.
3. Representations and Warranties and Other Agreements.
(a) Representations and Warranties and Agreements of the Investors.
Each Investor, with respect to itself and not the other Investor, hereby
represents and warrants the following to the Purchaser and to the other
Investor:
(i) Such Investor, pursuant to this Agreement, is
purchasing the Purchased Membership Units to be acquired by it
hereunder for investment for its own account and not with a view to,
or for sale in connection with, any distribution thereof. Such
Investor (either alone or together with its advisors) has sufficient
knowledge and experience in financial and business matters so as to
be capable of evaluating the merits and risks of its investment in
such Purchased Membership Units and are capable of bearing the
economic risks of such investments. Such Investor is an "accredited
investor" as defined in Rule 501 of Regulation D promulgated under
the Securities Act. Such Investor acknowledges that such Purchased
Membership Units are not registered pursuant to the Securities Act
and that none of the Purchased Membership Units may be transferred,
except pursuant to an applicable exemption under the Securities Act.
(ii) Such Investor's Contributed Stake represents
all of the common stock of Affirmative owned by such Investor as of
the Subscription Closing;
(iii) Such Investor is a limited liability company
or limited partnership duly organized and validly existing under the
laws of the State of Delaware and has all requisite organizational
power and authority to conduct its business as it is now being
conducted and to own, lease and operate its property and assets,
except where the failure to be in good standing or to have such power
or authority would not, in the aggregate, be reasonably likely to
have a material adverse effect on the ability of such Investor to
perform its obligations hereunder.
(iv) Such Investor has all requisite company
authority and power to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement has been, and, as of the Subscription
Closing, the consummation of the transactions contemplated hereby
will have been, duly and validly authorized by all required company
and other action on the part of such Investor and no other company
proceedings on the part of such Investor are necessary to authorize
the execution and delivery of this Agreement. This Agreement has been
duly and validly executed and delivered by such Investor and,
assuming this Agreement constitutes the valid and binding obligation
of the Purchaser, constitutes the valid and binding obligations of
such Investor, enforceable against each Investor in accordance with
its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally,
including the effect of statutory and other laws regarding fraudulent
conveyances and preferential transfers, and subject to the
limitations imposed by general equitable principles (regardless
whether such enforceability is considered in a proceeding at law or
in equity).
(v) Except for (A) the filing with, and the written
approval of the Department in respect of the Form A, Statement
Regarding the Acquisition of, Control of a Domestic Insurer with
respect to the transactions contemplated hereby (the "Form A Filing")
and (B) the required filings under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, neither the execution and
delivery of this Agreement by such Investor nor the consummation by
each Investor of the transactions contemplated hereby, in any case
will (x) violate any provision of such Investor's certificate of
formation or limited liability company agreements, in each case as
presently in effect or (y) require any consent, waiver, approval,
license, authorization or permit of, or filing with or notification
to, any federal, state, local or foreign government, executive
official thereof, governmental or regulatory authority, agency or
commission, including courts of competent jurisdiction, domestic or
foreign.
(b) Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to each of the Investors the following:
(i) The Purchaser is a limited liability company
duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite power and authority to
conduct its business as it is now being conducted in all material
respects and to own, lease and operate its property and assets,
except where the failure to be in good standing or to have such power
or authority would not, in the aggregate, have a material adverse
effect on the ability of the Purchaser to perform its obligations
hereunder.
(ii) As of the date hereof, the Purchaser has not
issued any Membership Units to any person.
(iii) The Purchaser has all requisite authority and
power to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement has been, and, as of the Subscription Closing, the
consummation of the transactions contemplated hereby will have been,
duly and validly authorized by all required corporate action on the
part of the Purchaser and no other proceedings on the part of the
Purchaser are necessary to authorize the execution and delivery of
this Agreement. This Agreement has been duly and validly executed and
delivered by the Purchaser and, assuming this Agreement constitutes
the valid and binding obligation of the Investors, constitutes the
valid and binding obligations of the Purchaser, enforceable against
the Purchaser in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, including the effect of
statutory and other laws regarding fraudulent conveyances and
preferential transfers, and subject to the limitations imposed by
general equitable principles (regardless whether such enforceability
is considered in a proceeding at law or in equity).
(iv) Except for Form A Filing, neither the
execution and delivery of this Agreement by the Purchaser nor the
consummation by the Purchaser of the transactions contemplated
hereby, in any case will (a) violate any provision of the Purchaser's
certificate of incorporation or by-laws, in each case as presently in
effect, (b) require any consent, waiver, approval, license,
authorization or permit of, or filing with or notification to, any
federal, state, local or foreign government, executive official
thereof, governmental or regulatory authority, agency or commission,
including courts of competent jurisdiction, domestic or foreign.
(v) At the Subscription Closing, the Purchased
Membership Units will be duly authorized, validly issued, fully paid
and non-assessable and free and clear of all Liens (other than those
set forth in the LLC Agreement).
4. Conditions to Performance. The obligations of the Purchaser and
the Investors to effect the transaction contemplated hereby shall be subject
to the fulfillment, or written waiver by the Purchaser or each Investor, at or
prior to the Closing, of each of the following conditions:
(a) Each of the Purchaser's conditions to Closing under the Stock
Purchase set forth in Article VII thereof, respectively, shall have been
satisfied or waived and the Sellers are ready to proceed with the Closing
under the Merger Agreement.
(b) The Investors' and the Purchaser's representations and warranties
set forth in Section 3(a) and 3(b) hereof, respectively, shall be true and
correct in all material respects as of the Subscription Closing and no
statute, rule, regulation or order of any court or administrative agency shall
be in effect which prohibits the Purchaser or either of the Investors from
consummating the transactions contemplated hereby.
(c) Each of the Investors shall have concurrently funded their
obligations hereunder or one or more of them shall have funded any obligations
not so funded; provided that each Investor is only obligated to fund their
respective Investment Amounts and not the other Investor's portion of the
Investment Amount.
5. Covenants
(a) Further Assurances. Upon the terms and subject to the conditions
herein provided, each of the parties hereto agrees to use its reasonable best
efforts to take or cause to be taken all action, to do or cause to be done,
and to assist and cooperate with the other party hereto in doing, all things
necessary, proper or advisable under applicable Laws and regulations to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement, including, but not limited to,
(i) the satisfaction of the conditions precedent to the obligations of any of
the parties hereto; (ii) the defending of any lawsuits or other legal
proceedings, whether judicial or administrative, challenging this Agreement or
the performance of the obligations hereunder or thereunder; and (iii) the
execution and delivery of such instruments, and the taking of such other
actions as the other party hereto may reasonably require in order to carry out
the intent of this Agreement.
(b) Expenses.
(i) In the event the Stock Purchase is consummated,
each of the Investors and the Purchaser agree that all Expenses
set forth on Schedule 5(b) shall be borne by the Purchaser. In the
event the Stock Purchase is terminated or otherwise not consummated,
the Investors shall bear all Expenses incurred by the Investors or by
the Purchaser equally. Upon request by the Purchaser, each of the
Investors shall provide the Purchaser with a detailed account of its
Expenses, with supporting documentation (including evidence of payment
of any such Expense by an Investor, if any such payment has been
made). Within 30 days of receipt of such information, the Purchaser
shall calculate the total Expenses incurred by each of the Investors
and the total Expenses allocable to each such Investor pursuant to
this Agreement (and the transactions contemplated hereby). Within 15
days of such calculation, the Purchaser shall pay the Expenses
incurred by each Investor by wire transfer to an account designated by
each such Investor. All Expenses to the extent to be paid by the
Investors shall be shared equally.
(ii) In the event the Stock Purchase is terminated
or otherwise not consummated, all fees (including termination fees
thereunder) or other amounts collected by the Purchaser pursuant to
the Stock Purchase Agreement will be applied against the payment of
Expenses of the Purchaser and the Investors, with the remainder paid
to the Investors equally.
6. Miscellaneous.
(a) Amendments and Modifications; Waivers. This Agreement may be
amended, modified or supplemented, and any provision hereof may be waived, at
any time only by an instrument in writing duly executed by the Investors and
the Purchaser. At any time prior to the Subscription Closing, the Investors,
with respect to any term or provision hereof to which it is entitled to the
benefits, and the Purchaser, with respect to any term or provision hereof to
which it is entitled to the benefits, may (a) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document, certificate or writing delivered pursuant
hereto or (c) waive compliance with any obligation, covenant, agreement or
condition contained herein.
(b) Effectiveness; Entire Agreement; Assignability. This Agreement,
the Stock Purchase Agreement and the LLC Agreement shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof
and shall supersede all prior agreements and understandings, both written and
oral, among such parties or any of them with respect to the subject matter
hereof. This Agreement shall not be assigned by operation of Law or otherwise;
provided, however, that each of the Investors may its their rights and
obligations to any wholly owned subsidiary of the Investors (unless to do so
would restrict or delay the consummation of the transactions contemplated by
this Agreement), but no such assignment shall relieve such Investors of its
obligations hereunder. Notwithstanding the foregoing, each of the Investors
may assign its rights hereunder for collateral purposes only, to any of such
Investor's financing sources that originally provides financing in connection
with the transactions contemplated by this Agreement and the Stock Purchase
Agreement (or any such financing sources' successors or permitted assigns and
any other secured lenders that may refinance any such financings), provided
that no such assignment shall relieve such Investor of its obligations
hereunder.
(c) Applicable Law. This Agreement shall be governed by and construed
in accordance with the Laws of the State of New York, regardless of the Laws
that might otherwise govern under applicable principles of conflict or choice
of Law (other than Section 5-1401 of the New York General Obligations Law).
(d) Submission to Jurisdiction. Each of the parties hereto hereby
irrevocably submit in any action, suit or proceeding arising out of this
Agreement or any of the transactions contemplated hereby to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York and the jurisdiction of any court of the State of New York located in
the City of New York, Borough of Manhattan. The parties hereto waive any and
all objections to the laying of venue of any such litigation in such
jurisdiction and agree not to plead or claim in any such litigation that such
litigation has been brought in an inconvenient forum.
(e) Specific Performance. The parties hereto agree that if any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at Law would exist and damages would be difficult to
determine, and that the parties hereto shall be entitled to specific
performance of the terms hereof, in addition to any other remedy available at
Law or in equity.
(f) Notices. All notices, requests, claims, demands and other
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been duly given (i) when received, if delivered
personally, (ii) when transmitted, if by facsimile (which is confirmed) (iii)
upon receipt, if by registered or certified mail (postage prepaid, return
receipt requested) or (iv) the day after it is sent, if sent for next-day
delivery to a domestic address by overnight mail, to the relevant parties
hereto at the following addresses:
If to DSC, to:
DSC AFFM, LLC
000 X. Xxxxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxx
with a copy to:
DSC AFFM, LLC
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxx
and a copy to:
Jenner & Block LLP
Xxx XXX Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxx, Esq.
If to JCF, to:
X.X. Xxxxxxx I LP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxxxxxx
If to the Purchaser, to:
New Affirmative LLC
c/o X.X. Xxxxxxx I LP
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxxxxxxxx
DSC AFFM, LLC
000 X. Xxxxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxx
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxx X. Xxxxx, Esq.
Xxxxxx X. Xxxxxxxxx, Esq.
or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above
(provided that notice of any change of address shall be effective only upon
receipt thereof).
(g) 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 shall constitute one and the same instrument.
(h) Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, each of which shall remain in full force and
effect. If any one or more of the provisions contained in this Agreement or in
any other instrument referred to herein shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, then to the maximum extent
permitted by Law, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement or any other such instrument.
Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this
Agreement a valid and enforceable provision as similar in terms and commercial
effect to such invalid or unenforceable provision as shall be possible.
(i) Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto and nothing in this
Agreement, express or implied, is intended by or shall confer upon any other
Person or Persons any rights, benefits or remedies of any nature whatsoever
under or by reason of this Agreement. Any Person who is a beneficiary of any
of the aforementioned provisions shall be entitled to enforce his rights
thereunder.
(j) Third Party Beneficiaries. Nothing expressed or implied in this
Agreement is intended or shall be construed to confer upon or give to any
third party any rights or remedies against any party hereto.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, DSC, JCF and the Purchaser have executed this Agreement as
of the date first above written.
NEW AFFIRMATIVE LLC
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Authorized Person
By: /s/ Xxxxxxxx Xxxxxxxxxxx
----------------------------------
Name: Xxxxxxxx Xxxxxxxxxxx
Title: Authorized Person
DSC AFFM, LLC
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Authorized Signatory
X.X. XXXXXXX I LP
By: JCF Associates I LLC,
its General Partner
By: /s/ Xxxxxxxx Xxxxxxxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxxxxxxx
Title: Authorized Person
Exhibit A
Investment Amounts
---------------------- ------------- -------------- -------------- ---------------- ---------------- ---------------
Investor Investment Contributed Aggregate Cash Purchased Per Membership
Amount Stake Value of Contributed(1) Membership Unit Purchase
Contributed Units Price
Stake
---------------------- ------------- -------------- -------------- ---------------- ---------------- ---------------
DSC AFFM, LLC $[ ] [ ] $[ ] $[ ] [ ] [ ]
---------------------- ------------- -------------- -------------- ---------------- ---------------- ---------------
X.X. Xxxxxxx I LP $[ ] [ ] $[ ] $[ ] [ ] [ ]
---------------------- ------------- -------------- -------------- ---------------- ---------------- ---------------
_________________
(1) All cash contributed at the Subscription Closing shall be delivered
by wire transfer of immediately available funds to an account
designated in writing by the Purchaser
Exhibit B
LLC Agreement
