VOTING AGREEMENT
EXHIBIT 10.47
EXECUTION COPY
This VOTING AGREEMENT (this “Agreement”) is entered into as of December 21, 2010, by
and among The GEO Group, Inc., a Florida corporation
(“Parent”), GEO Acquisition IV, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and
the Persons whose names are set forth on the signature pages hereto under the caption
“Stockholders” (each individually, a “Stockholder,” and collectively, the
“Stockholders”).
RECITALS
WHEREAS, as of the date of this Agreement, each Stockholder owns the number of shares of
Common Stock, par value $0.01 per share (the “Company Stock”), of BII Holding Corporation
(the “Company”) set forth opposite such Stockholder’s name on Schedule A attached
hereto;
WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Merger Sub
and the Company are entering into the Agreement and Plan of Merger, dated as of December 21, 2010
(together with any amendments or supplements thereto, the “Merger Agreement”), by and among
Parent, Merger Sub, the Company, BII Investors IF LP, in its capacity as the stockholders’
representative thereunder, and AEA Investors 2006 Fund L.P., pursuant to which Merger Sub will
merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary
of Parent (the “Merger”), and each share of Company Stock will be converted into the right
to receive the consideration set forth in the Merger Agreement, in accordance with the terms of,
and subject to the conditions set forth in, the Merger Agreement;
WHEREAS, each of the Stockholders is a party to the Stockholders Agreement, dated as of August
15, 2008 (together with any amendments or supplements thereto, the “Stockholders
Agreement”), among the Company and the stockholders party thereto; and
WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into the Merger
Agreement, and as an inducement and in consideration therefor, Parent and Merger Sub have required
that the Stockholders agree, and the Stockholders have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations,
warranties, covenants and agreements contained in this Agreement, the parties, intending to be
legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
SECTION 1.1 Definitions. For purposes of this Agreement:
(a) “Acquisition Proposal” means any bona fide offer or proposal, or any indication of
interest in making a bona fide offer or proposal, made by a Person or group at any time which is
structured to permit such Person or group to acquire, in one transaction or a series of
transactions, beneficial ownership of at least 10% of the assets of, equity interest in, or
businesses of, the Company and its Subsidiaries (as defined in the Merger Agreement), taken as
a whole, pursuant to a merger, consolidation or other business combination, sale of shares of
capital stock, sale of assets, tender offer or exchange offer or similar transaction, in each case
other than the Merger.
(b) “Affiliate” of a specified Person means a Person who, directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under common control with,
such specified Person.
(c) “Governmental Authority” means any supranational, national, provincial, federal,
state or local government, regulatory or administrative authority, or any court, tribunal, or
judicial or arbitral body.
(d) “Liens” mean any subleases, mortgages, pledges, liens, restrictions, security
interests, encumbrances, charges or other claims of third parties of any kind, including any
easement, right of way or other encumbrance to title, or any option, right of first refusal, or
right of first offer.
(e) “New Shares” means any shares of Company Stock (other than Owned Shares) acquired
by a Stockholder at any time during the Voting Period.
(f) “Owned Shares” means all of the shares of Company Stock owned by such Stockholder
as of the date of this Agreement as set forth on Schedule A.
(g) “Person” means an individual, corporation, partnership, limited partnership,
limited liability company, syndicate, person (including a “person” as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended), trust, association or other entity or
government, political subdivision, agency or instrumentality of a government.
(h) “Representative” means, with respect to any particular Person, the officers,
directors, partners, employees, trustees, investment bankers, attorneys and other advisors or
representatives of such Person.
(i) “Transfer,” with respect to any share of Company Stock, means sell, grant,
transfer, tender, assign, pledge, hypothecate, encumber or otherwise dispose of such share of
Company Stock or the beneficial ownership thereof or any economic interest therein (including by
operation of law), or enter into any contract, agreement or other obligation to effect any of the
foregoing, including the transfer or sharing of any voting power with regard thereto.
(j) “Voting Period” means the period from and including the date of this Agreement
through and including the earlier to occur of (i) the effective time of the Merger and (ii) the
termination of the Merger Agreement in accordance with its terms.
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ARTICLE II
VOTING AGREEMENT AND IRREVOCABLE PROXY
VOTING AGREEMENT AND IRREVOCABLE PROXY
SECTION 2.1 Agreement to Vote. Each Stockholder hereby agrees that, during the Voting
Period, such Stockholder shall, with respect to the Owned Shares and any New Shares owned by such
Stockholder as of the applicable record date for any meeting (or any adjournment or postponement
thereof) of, or any proposed action by written consent of, the holders of Company Stock at or in
connection with which any of the holders vote or execute consents with respect to the approval of
the Merger Agreement and the transactions contemplated by the Merger Agreement, (a) vote or execute
consents, as applicable (or cause to be voted or a consent to be executed with respect to the Owned
Shares or any New Shares owned by such Stockholder as of the applicable record date) in favor of
the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement at
any such meeting or in connection with any such written consent, and (b) vote or execute consents,
as applicable (or cause to be voted or a consent to be executed with respect to the Owned Shares or
any New Shares owned by such Stockholder as of the applicable record date) at any such meeting or
in connection with any such written consent against (i) any Acquisition Proposal, (ii) any action,
proposal, transaction agreement that would directly or indirectly result in a breach of any
covenant, representation, warranty or other obligation or agreement of the Company set forth in the
Merger Agreement, and (iii) any other action or proposal involving the Company or any of its
Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with,
delay, postpone or adversely affect the Merger Agreement or the transactions contemplated thereby.
SECTION 2.2 Stockholders Agreement. The Stockholders acknowledge that the Merger
Agreement and the transactions contemplated thereby constitute a Sale of the Business (as defined
in the Stockholders Agreement) and that the Stockholders include all parties defined as “AEA” in
the Stockholders Agreement. Pursuant to Section 2.4(a) of the Stockholders Agreement, the
Stockholders agree to make a written request to each Other Stockholder (as defined in the
Stockholders Agreement) to vote all of its shares of Company Stock, at a special meeting of
stockholders or by written consent in lieu of a meeting, in favor of the Merger Agreement and the
transactions contemplated thereby. The Stockholders further agree, if necessary, to exercise the
proxy granted pursuant to Section 2.4(a) of the Stockholders Agreement and, on behalf of such Other
Stockholders, vote all of their shares of Company Stock, at a special meeting of stockholders or by
written consent in lieu of a meeting, in favor of the Merger Agreement and the transactions
contemplated thereby.
ARTICLE III
COVENANTS
COVENANTS
SECTION 3.1 Voting Period Restrictions. Each Stockholder agrees that such Stockholder
shall not, during the Voting Period, (a) Transfer any or all of such Stockholder’s Owned Shares or
New Shares, or any interest therein, or enter into any agreement with respect to the Transfer of
any or all of such Stockholder’s Owned Shares or New Shares, or any interest therein, or (b) except
pursuant to the terms of this Agreement, deposit any Owned Shares or New Shares into a voting
trust, grant any proxy or enter into a voting agreement with respect to any
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Owned Shares or New Shares; provided that the foregoing shall not prevent (i) the
Transfer of Owned Shares or New Shares to an Affiliate of such Stockholder if such Affiliate agrees
to be bound by the terms of this Agreement, or (ii) the conversion of any of the Owned Shares and
New Shares into the right to receive the amounts set forth in the Merger Agreement in accordance
with the terms of the Merger Agreement.
SECTION 3.2 No Shop Obligations of Each Stockholder. During the Voting Period, each
Stockholder agrees that such Stockholder shall not, and that such Stockholder shall use its
reasonable best efforts to cause the Representatives of such Stockholder to not, directly or
indirectly, (a) solicit, encourage or initiate any inquiry, proposal or offer from any Person
(other than Parent and Merger Sub) relating to an Acquisition Proposal; (b) participate in any
discussions or negotiations or enter into any agreement with, or provide any non-public information
to, any Person (other than Parent and Merger Sub) relating to or in connection with an Acquisition
Proposal; (c) approve, recommend or accept any proposal or offer from any Person (other than Parent
and Merger Sub) relating to an Acquisition Proposal; or (d) enter into any letter of intent or any
other agreement, arrangement or understanding relating in any respect to an Acquisition Proposal.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
SECTION 4.1 Authorization. Such Stockholder is duly organized and validly existing
under the laws of its jurisdiction of organization and has all required power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has
been duly and validly authorized, executed and delivered by such Stockholder and, assuming it has
been duly and validly authorized, executed and delivered by Parent and Merger Sub, constitutes a
legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except to the extent that enforceability may be limited by (a)
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other
similar laws now or hereafter in effect relating to creditor’s rights generally, and (b) general
principles of equity.
SECTION 4.2 Ownership of Shares. As of the date hereof, all Owned Shares owned by
such Stockholder are listed on Schedule A attached hereto. Also listed on Schedule
A are any shares of Company Stock beneficially owned (as defined in the Securities Exchange Act
of 1934, as amended) by such Stockholder in addition to the Owned Shares. Such Stockholder (a) has
good and valid title to, and is the sole beneficial owner of, all of the Owned Shares listed
opposite such Stockholder’s name on Schedule A hereto free and clear of any Liens, voting
agreements or commitments of every kind that would violate or conflict with, or result in or give
rise to a violation of or conflict with, or adversely affect the exercise or fulfillment of, such
Stockholder’s covenants and obligations under this Agreement, and (b) has the sole power to vote
(or cause to be voted or consents to be executed) and to Transfer (or cause to be Transferred) such
Owned Shares without restriction, and no proxies through and including the date hereof given in
respect of any or all of such Stockholder’s Owned Shares are irrevocable
and any such proxies have been revoked. Such Stockholder has no beneficial ownership of any
equity interest in the Company other than as listed on Schedule A attached hereto.
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SECTION 4.3 No Conflicts. (a) No filing with any Governmental Authority, and no
authorization, consent or approval of any other Person is necessary for the execution of this
Agreement by such Stockholder or the performance by such Stockholder of such Stockholder’s
obligations hereunder and (b) none of the execution and delivery of this Agreement by such
Stockholder, or the performance by such Stockholder of such Stockholder’s obligations hereunder
shall (i) result in, give rise to or constitute a violation or breach of or a default (or any event
which with notice or lapse of time or both would become a violation, breach or default) under, (A)
the organizational documents of such Stockholder or (B) any contract, instrument, agreement or
other obligation, or any judgment, order, injunction, decree or award, to which such Stockholder is
a party or by which it or any of such Stockholder’s Owned Shares may be bound, (iii) give to others
any rights of termination, amendment, acceleration or cancellation of, or result in the creation of
a Lien on, any of the Owned Shares pursuant to any of the terms of any understanding, agreement, or
other instrument or obligation to which such Stockholder is a party or by which such Stockholder or
any of such Stockholder’s Owned Shares may be bound, or (iv) violate any Law applicable to such
Stockholder.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
Each of Parent and Merger Sub hereby represents and warrants to each of the Stockholders as
follows:
SECTION 5.1 Authorization. Such party is duly organized and validly existing under
the laws of its jurisdiction of organization and has all required power and authority to execute
and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly
and validly authorized, executed and delivered by such party and, assuming it has been duly and
validly authorized, executed and delivered by the Stockholders, constitutes a legal, valid and
binding obligation of such party, enforceable against it in accordance with the terms of this
Agreement except to the extent that enforceability may be limited by (a) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditor’s rights generally, and (b) general principles of equity.
SECTION 5.2 No Conflicts. The execution and delivery of this Agreement by such party
does not and the performance of this Agreement by such party will not (i) conflict with, result in
any violation of, require any consent under or constitute a default (whether with notice or lapse
of time or both) under any mortgage, bond, indenture, agreement, instrument or obligation to which
it is a party or by which it or any of its properties is bound; (ii) violate any judgment, order,
injunction, decree or award of any court, administrative agency or other Governmental Authority
that is binding on such party or any of its properties; or (iii) constitute a violation by such
party of any Law applicable to such party.
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ARTICLE VI
TERMINATION
TERMINATION
This Agreement shall terminate upon the earlier to occur of (i) the effective time of the
Merger and (ii) the termination of the Merger Agreement in accordance with its terms. Upon the
termination of this Agreement, neither Parent, Merger Sub nor the Stockholders shall have any
rights or obligations hereunder and this Agreement shall become null and void and have no effect;
provided, that, with respect to termination pursuant to clause (i) above, Sections 7.2 and
7.4 through 7.10 shall survive such termination. Notwithstanding the foregoing, termination of
this Agreement shall not prevent any party from seeking any remedies (at law or in equity) against
any other party for that party’s breach of any of the terms of this Agreement prior to the date of
termination.
ARTICLE VII
MISCELLANEOUS
MISCELLANEOUS
SECTION 7.1 Waiver of Appraisal Rights and Actions. Each Stockholder hereby waives
any rights of appraisal or rights to dissent (and any notices with regard to any such rights) from
the Merger or the adoption of the Merger Agreement that such Stockholder may have under applicable
law and shall not exercise or permit any such rights of appraisal or rights of dissent to be
exercised with respect to such Stockholder’s Owned Shares or any New Shares.
SECTION 7.2 Amendments, Waivers, etc. This Agreement may be amended by the parties at
any time. This Agreement may not be amended except by an instrument in writing signed on behalf of
each of the parties. No action taken pursuant to this Agreement, including any investigation by or
on behalf of any party, shall be deemed to constitute a waiver by the party taking the action of
compliance with any representations, warranties, covenants or agreements contained in this
Agreement. The waiver by any party of a breach of any provision hereunder shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or any other provision
hereunder.
SECTION 7.3 Enforcement of Agreement; Specific Performance. The Stockholders agree
and acknowledge that Parent and Merger Sub would suffer irreparable damage in the event that any of
the obligations of the Stockholders in this Agreement were not performed in accordance with its
specific terms or if the Agreement was otherwise breached by the Stockholders. It is accordingly
agreed by the Stockholders that Parent and Merger Sub shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, this being in addition to any other remedy to which Parent and Merger
Sub may be entitled at law or in equity.
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SECTION 7.4 Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed given (a) on the date of delivery, if delivered
in person or by facsimile or e-mail (upon confirmation of receipt during normal business hours),
(b) on the first Business Day following the date of dispatch, if delivered by a recognized
overnight courier service (upon proof of delivery) or (c) on the fifth Business
Day following the date of mailing, if delivered by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:
(a) | If to the Parent or Merger Sub, addressed to it at: |
The GEO Group, Inc.
One Park Place
000 Xxxxxxxxx 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Secretary
Facsimile: (000) 000-0000
One Park Place
000 Xxxxxxxxx 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Attention: Xxxx X. Xxxxxx, Secretary
Facsimile: (000) 000-0000
and a copy (which shall not constitute notice) to:
Akerman Senterfitt
Xxx Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Akerman Senterfitt
Xxx Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: | Xxxx Gordo Xxxxx X. Xxxxxxxxx |
Facsimile: | (000) 000-0000 |
(b) | If to the Stockholders, addressed to them at: |
c/o AEA Investors LLC
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and a copy (which shall not constitute notice) to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and a copy (which shall not constitute notice) to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: | Xxxxxxxxxxx Xxxx, Esq. | |
Facsimile: | (000) 000-0000 |
or to that other address as any party shall specify by written notice so given, and notice shall be
deemed to have been delivered as of the date so telecommunicated or personally delivered.
SECTION 7.5 Headings; Titles. Headings and titles of the Articles and Sections of
this Agreement are for the convenience of the parties only, and shall be given no substantive or
interpretative effect whatsoever.
SECTION 7.6 Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
this invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. Upon determination
that any term or other provision is invalid or incapable of being enforced, the parties shall
negotiate in good faith to modify this Agreement as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions contemplated hereby
are fulfilled to the extent possible.
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SECTION 7.7 Entire Agreement. This Agreement (together with the Merger Agreement, to
the extent referred to in this Agreement) and any documents delivered by the parties in connection
herewith constitute the entire agreement among the parties with respect to the subject matter of
this Agreement and supersede all prior agreements and understandings among the parties with respect
thereto. No addition to or modification of any provision of this Agreement shall be binding upon
any party unless made in writing and signed by all parties.
SECTION 7.8 Assignment; Binding Effect; No Third Party Beneficiaries; Further Action.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned
by any of the parties except that Parent may assign all of its rights, interests and obligations
hereunder to any financing source of Parent or Merger Sub; provided, that, such
assignment shall not relieve Parent of its obligations hereunder. This Agreement shall be binding
upon and shall inure to the benefit of Parent and Merger Sub and their respective successors and
assigns and shall be binding upon the Stockholders and the Stockholders’ successors and assigns.
Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any Person (other than, in the case of Parent and
Merger Sub, their respective successors and assigns and, in the case of the Stockholders, the
Stockholders’ successors and assigns) any rights, remedies, obligations or liabilities under or by
reason of this Agreement. The Stockholders shall take any further action and execute any other
instruments as may be reasonably requested by Parent to effectuate the intent of this Agreement.
SECTION 7.9 Governing Law and Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware, without regard to
its rules of conflict of laws. The Stockholders hereby irrevocably and unconditionally consent to
submit to the jurisdiction of the federal and state courts located in the State of Delaware in
connection with any action or proceeding arising out of or relating to this Agreement and the
transactions contemplated hereby (and agree not to commence any suit, action or proceeding relating
thereto except in those courts), waive any defense or objection they may have or hereafter have
relating to the laying of venue of any suit, action or proceeding in any such courts and agree not
to plead or claim that any suit, action or proceeding brought therein has been brought in an
inconvenient forum.
SECTION 7.10 Counterparts; Facsimiles. This Agreement may be executed by the parties
in separate counterparts, each of which when so executed and delivered shall be an original, but
all counterparts shall together constitute one and the same instrument. Each counterpart may
consist of a number of copies each signed by less than all, but together signed by all of the
parties. This Agreement or any counterpart may be executed and delivered by facsimile copies, each
of which shall be deemed an original.
(Signature page follows)
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IN WITNESS WHEREOF, Parent, Merger Sub and the Stockholders have caused this Agreement to be
duly executed as of the day and year first above written.
THE GEO GROUP, INC. |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Senior Vice President and Chief Financial Officer | |||
GEO ACQUISITION IV, INC. |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Senior Vice President and Chief Financial Officer | |||
STOCKHOLDERS: | |||||
AEA MIDDLE MARKET DEBT FUND (I) LP | |||||
By: | AEA MIDDLE MARKET DEBT GP LP, its general partner | ||||
By: | AEA MIDDLE MARKET DEBT MANAGEMENT GP LLC, its general partner | ||||
By: | /s/ Xxxxxx X. Xxxxxxxxx | ||||
Name: | Xxxxxx X. Xxxxxxxxx | ||||
Title: | President | ||||
AEA MIDDLE MARKET DEBT FUND (II) LP | |||||
By: | AEA MIDDLE MARKET DEBT GP LP, its general partner | ||||
By: | AEA MIDDLE MARKET DEBT MANAGEMENT GP LLC, its general partner | ||||
By: | /s/ Xxxxxx Xxxxxxxxx | ||||
Name: | Xxxxxx Xxxxxxxxx | ||||
Title: | President | ||||
AEA MIDDLE MARKET DEBT FUND (III) LLC | |||||
By: | AEA MIDDLE MARKET DEBT GP LP, its managing member | ||||
By: | AEA MIDDLE MARKET DEBT MANAGEMENT GP LLC, its general partner | ||||
By: | /s/ Xxxxxx Xxxxxxxxx | ||||
Name: | Xxxxxx Xxxxxxxxx | ||||
Title: | President |
BII INVESTORS IF LP | |||||
By: | AEA BII INVESTORS IF LLC, its general partner | ||||
By: | /s/ Xxxxxx X. Xxxxx | ||||
Name: | Xxxxxx X. Xxxxx | ||||
Title: | Chairman | ||||
BII INVESTORS PF LP | |||||
By: | AEA BII INVESTORS PF LLC, its general partner | ||||
By: | /s/ Xxxxxx X. Xxxxx | ||||
Name: | Xxxxxx X. Xxxxx | ||||
Title: | Chairman | ||||
BII INVESTORS QP PF LP | |||||
By: | AEA BII INVESTORS PF LLC, its general partner | ||||
By: | /s/ Xxxxxx X. Xxxxx | ||||
Name: | Xxxxxx X. Xxxxx | ||||
Title: | Chairman |
SCHEDULE A
STOCKHOLDERS
STOCKHOLDERS
Beneficial | ||||||||||||
Stockholder | Owned Shares | Ownership | ||||||||||
BII
Investors IF LP |
910,420.75 | 0 | ||||||||||
BII Investors PF LP |
6,484.32 | 0 | ||||||||||
BII Investors QP PF LP |
135,344.93 | 0 | ||||||||||
AEA
Middle Market Debt Fund (I) LP |
2,682.14 | 0 | ||||||||||
AEA Middle Market Debt Fund (II) LP |
966.70 | 0 | ||||||||||
AEA Middle Market Debt Fund (III) LLC |
1,351.16 | 0 | ||||||||||