Exhibit 2
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of February 23, 1998 (the
"Agreement"), between OMNICARE, INC., a Delaware corporation ("Grantee"), and
COMPSCRIPT, INC., a Florida corporation ("Grantor").
WHEREAS, Grantee and Grantor are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), which
provides, among other things, for the merger of Grantor with and into a wholly
owned subsidiary of Grantee (the "Merger");
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Grantee has requested that Grantor grant to Grantee an
option to purchase up to 2,800,000 (the "Option Number") shares of Common
Stock, par value $.0001 per share, of Grantor (the "Common Stock"), upon the
terms and subject to the conditions hereof; and
WHEREAS, in order to induce Grantee to enter into the Merger
Agreement, Grantor is willing to grant Grantee the requested option.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. The Option; Exercise; Adjustments; Payment of Spread.
(a) Subject to the other terms and conditions set forth herein,
Grantor hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to the Option Number shares of Common Stock (the "Shares") at a
cash purchase price equal to $4.50 per share (the "Purchase Price"). The
Option may be exercised by Grantee, in whole or in part, at any time, or from
time to time, following the occurrence of one of the events set forth in
Section 2(c) hereof, and prior to the termination of the Option in accordance
with the terms of this Agreement.
(b) In the event Grantee wishes to exercise the Option, Grantee
shall send a written notice to Grantor (the "Stock Exercise Notice")
specifying a date (subject to the HSR Act, as defined below) not later than 10
business days and not earlier than three business days following the date such
notice is given for the closing of such purchase. In the event of any change
in the number of issued and outstanding shares of Common Stock by reason of
any stock dividend, stock split, split-up, recapitalization, merger or other
change in the corporate or capital structure of Grantor, the number of Shares
subject to this Option and the purchase price per Share shall be appropriately
adjusted to restore Grantee to its rights hereunder, including its right to
purchase Shares representing 19.9% of the capital stock of Grantor entitled to
vote generally for the election of the directors of Grantor which is issued
and outstanding immediately prior to the exercise of the Option at an
aggregate purchase price equal to the Purchase Price multiplied by the Option
Number.
(c) If at any time the Option is then exercisable pursuant to the
terms of Section 1(a) hereof, Grantee may elect, in lieu of exercising the
Option to purchase Shares provided in Section 1(a) hereof, to send a written
notice to Grantor (the "Cash Exercise Notice") specifying a date not later
than 20 business days and not earlier than 10 business days following the date
such notice is given on which date Grantor shall pay to Grantee an amount in
cash equal to the Spread (as hereinafter defined) multiplied by all or such
portion of the Shares subject to the Option as Grantee shall specify. As used
herein "Spread" shall mean the excess, if any, over the Purchase Price of the
higher of (x) if applicable, the highest price per share of Common Stock
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid or proposed to be paid by any person pursuant to one of the
transactions enumerated in Section 2(c) hereof (the "Alternative Purchase
Price") or (y) the average of the closing prices (or the average of the
closing bid and asked prices if closing prices are unavailable) of the shares
of Common Stock as reported on Nasdaq on the last trading day immediately
prior to the date of the Cash Exercise Notice (the "Closing Price"). If the
Alternative Purchase Price includes any property other than cash, the
Alternative Purchase Price shall be the sum of (i) the fixed cash amount, if
any, included in the Alternative Purchase Price plus (ii) the fair market
value of such other property. If such other property consists of securities
with an existing public trading market, the average of the closing prices (or
the average of the closing bid and asked prices if closing prices are
unavailable) for such securities in their principal public trading market on
the five trading days ending five days prior to the date of the Cash Exercise
Notice shall be deemed to equal the fair market value of such property. If
such other property consists of something other than cash or securities with
an existing public trading market and, as of the payment date for the Spread,
agreement on the value of such other property has not been reached, the
Alternative Purchase Price shall be deemed to equal the Closing Price. Upon
exercise of its right to receive cash pursuant to this Section 1(c), the
obligations of Grantor to deliver Shares pursuant to Section 3 shall be
terminated with respect to such number of Shares for which Grantee shall have
elected to be paid the Spread. Notwithstanding the foregoing, the Spread
shall not be payable unless and until (i) the Board of Directors of the
Company shall have recommended a transaction contemplated by Section 2(c)
hereof ("Another Transaction") or shall have failed to reject (including by
taking no position with respect to) Another Transaction, (ii) the Company
shall have entered into an agreement in respect of Another Transaction, (iii)
an event set forth in Section 2(c)(vi) shall have occurred, (iv) the Company
shall have materially breached its covenants herein or in the Merger Agreement
or (v) Another Transaction shall have been consummated.
2. Conditions to Delivery of Shares. The Grantor's obligation to
deliver Shares upon exercise of the Option is subject only to the conditions
that:
(a) No preliminary or permanent injunction or other order
issued by any federal or state court of competent jurisdiction in
the United States prohibiting the delivery of the Shares shall be
in effect; and
(b) Any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx
Antitrust
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Improvements Act of 0000 (xxx "XXX Xxx") shall have expired or
been terminated; and
(c)(i) any person (other than Grantee or any of its
subsidiaries) shall have commenced (as such term is defined in
Rule 14d-2 under the Securities Exchange Act of 1934 (the
"Exchange Act")) a tender offer, or shall have filed a
registration statement under the Securities Act of 1933 (the
"Securities Act") with respect to an exchange offer, to purchase
any shares of Common Stock such that, upon consummation of such
offer, such person or a "group" (as such term is defined under
the Exchange Act) of which such person is a member shall have
acquired beneficial ownership (as such term is defined in Rule
13d-3 of the Exchange Act), or the right to acquire beneficial
ownership, of 15 percent or more of the then outstanding Common
Stock; (ii) any person (other than Grantee or any of its
subsidiaries) shall have publicly announced or delivered to
Grantor a proposal, or disclosed publicly or to Grantor an
intention to make a proposal, to purchase 15% or more of the
assets or any equity securities of, or to engage in a merger,
reorganization, tender offer, share exchange, consolidation or
similar transaction involving the Grantor or any of its
subsidiaries (an "Acquisition Transaction"); (iii) Grantor or any
of its subsidiaries shall have authorized, recommended, proposed
or publicly announced an intention to authorize, recommend or
propose, or entered into, an agreement, including without
limitation, an agreement in principle, with any person (other
than Grantee or any of its subsidiaries) to effect or provide for
an Acquisition Transition; (iv) any person shall solicit proxies
or consents or announce a bona fide intention to solicit proxies
or consents from Grantor's stockholders (x) relating to directors,
(y) in opposition to the Merger, the Merger Agreement or any
related transactions or (z) relating to an Acquisition Transaction
(other than solicitations of stockholders seeking approval of the
Merger, the Merger Agreement or any related transactions); (v)
any person shall have made a Transaction Proposal (as defined in
the Merger Agreement); or (vi) any person (other than Grantee or
any of its subsidiaries) shall have acquired beneficial ownership
(as such term is defined in Rule 13d-3 under the Exchange Act) or
the right to acquire beneficial ownership of, or any "group" (as
such term is defined under the Exchange Act) shall have been
formed which beneficially owns or has the right to acquire
beneficial ownership of, shares of Common Stock (other than trust
account shares) aggregating 15 percent or more of the then
outstanding Common Stock. As used in this Agreement, "person"
shall have the meaning specified in Sections 3(a)(9) and 13(d)(3)
of the Exchange Act.
3. The Closing. (a) Any closing hereunder shall take place on the
date specified by Grantee in its Stock Exercise Notice or Cash Exercise
Notice, as the case may be, at 9:00 a.m., local time, at the offices of Xxxxx
Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, New York, or, if the
conditions set forth in Section 2(a) or (b) have not then been satisfied, on
the second business day following the satisfaction of such conditions, or at
such other time and place as the parties hereto may agree (the "Closing
Date"). On the Closing Date, (i) in the event of a closing pursuant to Section
1(b) hereof,
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Grantor will deliver to Grantee a certificate or certificates, representing
the Shares in the denominations designated by Grantee in its Stock Exercise
Notice and Grantee will purchase such Shares from Grantor at the price per
Share equal to the Purchase Price or (ii) in the event of a closing pursuant
to Section 1(c) hereof, Grantor will deliver to Grantee cash in an amount
determined pursuant to Section 1(c) hereof. Any payment made by Grantee to
Grantor, or by Grantor to Grantee, pursuant to this Agreement shall be made by
certified or official bank check or by wire transfer of immediately available
funds to a bank designated by the party receiving such funds.
(b) The certificates representing the Shares shall bear an
appropriate legend relating to the fact that such Shares have not been
registered under the Securities Act.
4. Representations and Warranties of Grantor. The Grantor
represents and warrants to Grantee that (a) Grantor is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Florida and has the requisite corporate power and authority to enter into
and perform this Agreement; (b) the execution and delivery of this Agreement
by Grantor and the consummation by it of the transactions contemplated hereby
have been duly authorized by the Board of Directors of Grantor and this
Agreement has been duly executed and delivered by a duly authorized officer of
Grantor and constitutes a valid and binding obligation of Grantor, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles;
(c) Grantor has taken all necessary corporate action to authorize and reserve
the Shares issuable upon exercise of the Option and the Shares, when issued
and delivered by Grantor upon exercise of the Option and paid for by Grantee
as contemplated hereby, will be duly authorized, validly issued, fully paid
and non-assessable and free of preemptive rights; (d) except as otherwise
required by the HSR Act, the execution and delivery of this Agreement by
Grantor and the consummation by it of the transactions contemplated hereby do
not require the consent, waiver, approval or authorization of or any filing
with any person or public authority and will not violate, result in a breach
of or the acceleration of any obligation under, or constitute a default under,
any provision of Grantor's charter or by-laws, or any material indenture,
mortgage, lien, lease, agreement, contract, instrument, order, law, rule,
regulation, judgment, ordinance, or decree, or restriction by which Grantor or
any of its subsidiaries or any of their respective properties or assets is
bound; (e) Grantor (i) will not, by charter amendment or through
reorganization, consolidation, merger, dissolution or sale of assets, or by
any other voluntary act, avoid or seek to avoid the observance or performance
of any of the covenants, stipulations or conditions to be observed or
performed hereunder by Grantor and (ii) will promptly take all action provided
herein to protects the rights of Grantee against dilution as set forth in
Section 1(b) hereof and (f) no "fair price", "moratorium", "control share
acquisition," "interested shareholder" or other form of antitakeover statute
or regulation, including without limitation, Sections 607.0901 or 607.0902 of
the Florida Business Corporation Act, or similar provision contained in the
charter or by-laws of Grantor, is or shall be applicable to the acquisition of
Shares pursuant to this Agreement.
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5. Representations and Warranties of Grantee. The Grantee
represents and warrants to Grantor that (a) the execution and delivery of this
Agreement by Grantee and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of Grantee and this Agreement has been duly executed and
delivered by a duly authorized officer of Grantee and constitutes a valid and
binding obligation of Grantee; and (b) Grantee is acquiring the Option and, if
and when it exercises the Option, will be acquiring the Shares issuable upon
the exercise thereof for its own account and not with a view to distribution
or resale in any manner which would be in violation of the Securities Act.
6. Listing of Shares; Filings; Governmental Consents. Grantor will
promptly file an application to list the Shares on Nasdaq and will use its
reasonable best efforts to obtain approval of such listing and to effect all
necessary filings by Grantor under the HSR Act; provided, however, that if
Grantor is unable to effect such listing on Nasdaq by the Closing Date,
Grantor will nevertheless be obligated to deliver the Shares upon the Closing
Date. Each of the parties hereto will use its reasonable best efforts to
obtain consents of all third parties and governmental authorities, if any,
necessary to the consummation of the transactions contemplated.
7. Sale of Shares. At any time prior to the first anniversary of
the termination of the Merger Agreement in accordance with its terms (the
"Merger Termination Date"), Grantee shall have the right to sell (the "Sale
Right") to Grantor all, but not less than all, of the Shares at the greater of
(i) the Purchase Price, or (ii) the average of the last sales prices for
shares of Common Stock on the five trading days ending five days prior to the
date Grantee gives written notice of its intention to exercise the Sale Right.
If Grantee does not exercise the Sale Right prior to the first anniversary of
the Merger Termination Date, the Sale Right terminates. In the event Grantee
wishes to exercise the Sale Right, Grantee shall send a written notice to
Grantor specifying a date not later than 20 business days and not earlier than
10 business days following the date such notice is given for the closing of
such sale. The Sale Right will not be available if the Merger Agreement is
terminated pursuant to Section 10.1 (other than Section 10.1(c) thereof) or
Section 10.2(b), 10.3(a) or (b) thereof.
8. Registration Rights. (a) In the event that Grantee shall desire
to sell any of the Shares, Grantor will cooperate with Grantee and any
underwriters in registering such Shares for resale, including, without
limitation, promptly filing a registration statement which complies with the
requirements of applicable federal and state securities laws, and entering
into an underwriting agreement with such underwriters upon such terms and
conditions as are customarily contained in underwriting agreements with
respect to secondary distributions; provided that Grantor shall not be
required to have declared effective more than two registration statements
hereunder and shall be entitled to delay the filing or effectiveness of any
registration statement for up to 60 days if the offering would, in the
judgment of the Board of Directors of Grantor, require premature disclosure of
any material corporate development or material transaction involving Grantor
or interfere with any previously planned securities offering by the Company.
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(b) If the Common Stock is registered pursuant to the provisions
of this Section 8, Grantor agrees (i) to furnish copies of the registration
statement and the prospectus relating to the Shares covered thereby in such
numbers as Grantee may from time to time reasonably request and (ii) if any
event shall occur as a result of which it becomes necessary to amend or
supplement any registration statement or prospectus, to prepare and file under
the applicable securities laws such amendments and supplements as may be
necessary to keep available for at least 45 days a prospectus covering the
Common Stock meeting the requirements of such securities laws, and to furnish
Grantee such numbers of copies of the registration statement and prospectus as
amended or supplemented as may reasonably be requested. The Grantor shall bear
the cost of the registration, including, but not limited to, all registration
and filing fees, printing expenses, and fees and disbursements of counsel and
accountants for Grantor, except that Grantee shall pay the fees and
disbursements of its counsel, and the underwriting fees and selling
commissions applicable to the shares of Common Stock sold by Grantee. The
Grantor shall indemnify and hold harmless (i) Grantee, its affiliates and its
officers and directors and (ii) each underwriter and each person who controls
any underwriter within the meaning of the Securities Act or the Securities
Exchange Act of 1934 (collectively, the "Underwriters") ((i) and (ii) being
referred to as "Indemnified Parties") against any losses, claims, damages,
liabilities or expenses, to which the Indemnified Parties may become subject,
insofar as such losses, claims, damages, liabilities (or actions in respect
thereof) and expenses arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained or incorporated by
reference in any registration statement filed pursuant to this paragraph, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that Grantor will not be
liable in any such case to the extent that any such loss, liability, claim,
damage or expense arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any such
documents in reliance upon and in conformity with written information
furnished to Grantor by the Indemnified Parties expressly for use or
incorporation by reference therein.
(c) The Grantee and the Underwriters shall indemnify and hold
harmless Grantor, its affiliates and its officers and directors against any
losses, claims, damages, liabilities or expenses to which Grantor, its
affiliates and its officers and directors may become subject, insofar as such
losses, claims, damages, liabilities (or actions in respect thereof) and
expenses arise out of or are based upon any untrue statement of any material
fact contained or incorporated by reference in any registration statement
filed pursuant to this paragraph, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to Grantor by
Grantee or the Underwriters, as applicable, specifically for use or
incorporation by reference therein.
9. Expenses. Each party hereto shall pay its own expenses incurred
in connection
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with this Agreement, except as otherwise specifically provided herein.
10. Specific Performance. The Grantor acknowledges that if Grantor
fails to perform any of its obligations under this Agreement immediate and
irreparable harm or injury would be caused to Grantee for which money damages
would not be an adequate remedy. In such event, Grantor agrees that Grantee
shall have the right, in addition to any other rights it may have, to specific
performance of this Agreement.
11. Notice. All notices, requests, demands and other
communications hereunder shall be in writing deemed to have been duly given
upon receipt by the person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such
person:
If to Grantee:
Omnicare, Inc.
2800 Chemed Center
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy: 000-000-0000
With a copy to:
Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxx
Telecopy: (000) 000-0000
If to Grantor:
CompScript, Inc.
0000 Xxxxxx Xxxxx Xxxxxxx, X.X.
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxx, President
Telecopy: 000-000-0000
With a copy to:
Atlas, Xxxxxxxx, Trop & Borkson, P.A.
000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000
Ft. Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxxxx
Telecopy: 000-000-0000
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12. Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties named herein and their respective
successors and assigns; provided, however, that such successor in interest or
as signs shall agree to be bound by the provisions of this Agreement. Nothing
in this Agreement, express or implied, is intended to confer upon any person
other than Grantor or Grantee, or their successors or assigns, any rights or
remedies under or by reason of this Agreement.
13. Entire Agreement; Amendments. This Agreement, together with
the Merger Agreement and the other documents referred to therein, contains the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified orally, but may be changed
only by an agreement in writing signed by the party against whom any waiver,
change, amendment, modification or discharge may be sought.
14. Assignment. No party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior written consent
of the other party hereto, except that Grantee may assign its rights and
obligations hereunder to any of its direct or indirect wholly owned
subsidiaries, but no such transfer shall relieve Grantee of its obligations
hereunder if such transferee does not perform such obligations.
15. Headings. The section headings herein are for convenience only
and shall not affect the construction of this Agreement.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.
17. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (regardless of
the laws that might other wise govern under applicable Delaware principles of
conflicts of law).
THE GRANTOR AGREES THAT, IN CONNECTION WITH ANY LEGAL SUIT OR
PROCEEDING ARISING WITH RESPECT TO THIS AGREEMENT, IT SHALL SUBMIT TO THE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE
AND AGREES TO VENUE IN SUCH COURTS. THE GRANTOR HEREBY APPOINTS THE SECRETARY
OF THE GRANTOR AS ITS AGENT FOR SERVICE OF PROCESS FOR PURPOSES OF THE
FOREGOING SENTENCE ONLY.
18. Termination. The right to exercise the Option granted pursuant
to this Agreement shall terminate at the earlier of (i) the Effective Time (as
defined in the Merger Agreement); (ii) 90 days after the Merger Termination
Date (the date referred to in this clause (ii) being hereinafter referred to
as the "Option Termination Date"), unless the Merger Agreement was terminated
pursuant to Sections 10.3(a) or (b) or, if no Takeover Proposal was made,
Sections 10.1 or 10.2(b) thereof and, (iii) 12 months after
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the date hereof; provided that, if the Option cannot be exercised or the
Shares cannot be delivered to Grantee upon such exercise because the
conditions set forth in Section 2(a) or (b) hereof have not yet been
satisfied, the Option Termination Date shall be extended until thirty days
after such impediment to exercise or delivery has been removed.
All representations and warranties contained in this Agreement
shall survive delivery of and payment for the Shares.
19. Profit Limitation. (a) Notwithstanding any other provision of
this Agreement, in no event shall Grantee's Total Profit (as hereinafter
defined) exceed $3.3 million and, if it otherwise would exceed such amount,
Grantee, at its sole election, shall either (a) deliver to Grantor for
cancellation Shares previously purchased by Grantee, (b) pay cash or other
consideration to Grantor or (c) undertake any combination thereof, so that
Grantee's Total Profit shall not exceed $3.3 million after taking into account
the foregoing actions.
Notwithstanding any other provision of this Agreement, this Option
may not be exercised for a number of Shares as would, as of the date of the
Stock Exercise Notice, result in a Notional Total Profit (as defined below) of
more than $3.3 million and, if exercise of the Option otherwise would exceed
such amount, Grantee, at its discretion, may increase the Purchase Price for
that number of Shares set forth in the Stock Exercise Notice so that the
Notional Total Profit shall not exceed $3.3 million; provided, that nothing in
this sentence shall restrict any exercise of the Option permitted hereby on
any subsequent date at the Purchase Price set forth in Section 1(a) hereof.
As used herein, the term "Total Profit" shall mean the aggregate
amount (before taxes) of the following: (i) the amount of cash received by
Grantee pursuant to Section 10.5 of the Merger Agreement and Section 1(c)
hereof, (ii) (x) the amount received by Grantee pursuant to Grantor's
repurchase of Shares pursuant to Section 7 hereof, less (y) Grantee's purchase
price for such Shares, and (iii) (x) the net cash amounts received by Grantee
pursuant to the sale of Shares (or any other securities into which such Shares
are converted or exchanged) to any unaffiliated party, less (y) Grantee's
purchase price for such Shares.
As used herein, the term "Notional Total Profit" with respect to
any number of Shares as to which Grantee may propose to exercise this Option
shall be the Total Profit determined as of the date of the Stock Exercise
Notice assuming that this Option were exercised on such date for such number
of Shares and assuming that such Shares, together with all other Shares held
by Grantee and its affiliates as of such date, were sold for cash at the
closing market price for the Common Stock as of the close of business on the
preceding trading day (less customary brokerage commissions).
20. Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
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21. Public Announcement. The Grantee will consult with Grantor and
Grantor will consult with Grantee before issuing any press release with
respect to the initial announcement of this Agreement, the Option or the
transactions contemplated hereby and neither party shall issue any such press
release prior to such consultation except as may be required by law or the
applicable rules and regulations of Nasdaq or the NYSE.
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IN WITNESS WHEREOF, Grantee and Grantor have caused this Agreement
to be duly executed and delivered on the day and year first above written.
OMNICARE, INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------
Name: Xxxx X. Xxxxxxxx
Title: President
COMPSCRIPT, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
