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EXHIBIT 10.2
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement (the "Agreement") is made and entered into
effective as of the 13th day of December, 1996, by and among Merchants Metals
Holding Company, a Delaware corporation (the "Company"), Citicorp Venture
Capital Ltd., a New York corporation ("Citicorp"), the Citicorp Investors
(listed on Exhibit A hereto) and the Management Investors (listed on Exhibit A
hereto). Citicorp, the Citicorp Investors and the Management Investors are
sometimes hereinafter referred to collectively as the "Stockholders."
RECITALS
A. On December 13, 1996 (the "Effective Date"), MMHC Merger Company, a
Delaware corporation ("Merger Company"), merged with and into the Company (the
"Merger" ) pursuant to the terms of an Agreement and Plan of Merger (the
"Merger Agreement" ) entered into by the Company and Merger Company, dated as
of December 11, 1996.
B. Each of the Management Investors has been an employee of the Company or a
subsidiary thereof and will remain employed by the Company or a subsidiary
thereof upon the consummation of the transactions contemplated by the Merger
Agreement.
C. The Company has authorized capital stock consisting of (i) Class A Common
Stock, par value $.01 per share (the "Class A Common Stock" ); (ii) Class B
Common Stock, par value $.01 per share (the "Class B Common Stock"); (iii)
Series A Junior Preferred Stock, par value $.01 per share (the "Series A
Preferred Stock"); and (iv) Series B Senior Preferred Stock, par value $.01 per
share (the "Series B Preferred Stock"), in each case having the rights and
preferences set forth in the Company's Amended and Restated Certificate of
Incorporation, a copy of which is attached hereto as Exhibit B. The Class A
Common Stock and the Class B Common Stock are hereinafter referred to
collectively as the "Common Stock." The Series A Preferred Stock and the
Series B Preferred Stock are hereinafter collectively referred to as the
"Preferred Stock." The Common Stock and the Preferred Stock are sometimes
collectively referred to herein as the "Stock."
D. The Stockholders and the Company wish to set forth certain agreements
regarding their future relationships and their rights and obligations with
respect to the Stock.
TERMS
In order to consummate the aforesaid transactions and in
consideration of the mutual covenants herein contained and other valuable
consideration, and intending to be legally bound hereby, the parties agree as
follows:
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1. Company Covenants.
(a) Delivery of Information. For so long as Citicorp owns any
Stock or any option, warrant, or right to acquire any Stock, the Company will
promptly deliver to Citicorp copies of all financial statements (including
without limitation, statements of income and retained earnings, changes in
financial position and balance sheets, both on a consolidated and a
consolidating basis), capital expenditure budgets and operating budgets (and
any revisions thereto) that are prepared for the Company and its subsidiaries,
as well as any additional reports, management letters, or other information
concerning aspects of the operations and financial affairs of the Company and
its subsidiaries which Citicorp shall reasonably request.
(b) Actions for Which Consent Required. Until such time as
Citicorp ceases to own at least 25% of the Stock, the prior written consent of
Citicorp shall be necessary to approve any of the following with respect to the
Company or any of its subsidiaries:
(i) a merger involving such corporation with or into any
other corporation or any sale, lease, or other disposition of all or
substantially all of the assets of such corporation or any liquidation,
dissolution, recapitalization, or reorganization in any form of transaction by
such corporation;
(ii) the engagement by such corporation in any business
other than the businesses in which it is currently engaged;
(iii) any declaration of dividends on such corporation's
stock of any class, or the repurchase by such corporation of any class of stock
of such corporation;
(iv) the acquisition or sale by such corporation of any
assets otherwise than in the ordinary course of business or the investment by
such corporation in any other person or entity (other than temporary liquid
investments of idle funds);
(v) the making or forgiveness of a loan by such corporation
to any employee, Stockholder, or director of such corporation, any relative of
such employee, Stockholder or director, or any affiliate of such employee,
Stockholder, director, or relative;
(vi) the entering into, modification, amendment, or
termination of any employment agreement between any Management Investor and
such corporation;
(vii) the issuance or sale by such corporation of (a) debt
securities, (b) any of its capital stock (other than Common Stock issued on
exercise of options that have been approved by Citicorp), (c) any options,
warrants, convertible securities, or (d) any rights to acquire such capital
stock; and
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(viii) any amendment, modification, or waiver of any
by-laws or articles of incorporation of any of such corporations.
For purposes of this Paragraph 1(c), Citicorp shall be deemed to
have given its written consent to an act if the director of the Company
designated by Citicorp pursuant to Paragraph 4 votes in favor of a board
resolution authorizing such action (whether specifically described therein or
as part of a series of actions or part of a transaction).
2. Representations and Warranties of the Stockholders. Each of the
Stockholders severally represents and warrants to, and covenants and agrees
with, the Company that this Agreement constitutes the valid and binding
obligation of such Stockholder in accordance with its terms, and in the case of
Stockholders that are corporations, that the execution, delivery and
performance of this Agreement has been duly authorized by all necessary
corporate action, if any, on the part of such Stockholder.
3. Restrictions on Transfer of Stock. The Stockholders each agree not
to sell, assign, transfer, pledge, hypothecate, make gifts of or in any manner
whatsoever dispose of or encumber (any such transfer or disposition being
hereinafter referred to as a "Transfer" ) the Stock to be purchased by them or
which they may at any time hereafter own or acquire, in any manner that would
violate the terms and provisions of this Agreement. Any purported Transfer in
violation of this Agreement shall be null and void and of no force and effect.
(a) Involuntary Transfers. In the event that the Stock owned by
any Stockholder or permitted transferee who has agreed to be bound by the
provisions of this Agreement applicable to such permitted transferee ( a
"Permitted Transferee") shall be subject to sale or other transfer by reason of
(i) bankruptcy or insolvency proceedings, whether voluntary or involuntary,
(ii) distraint, levy, execution or other involuntary transfer or (iii)
proceedings or other actions to enforce a security interest in the Stock, then
such Stockholder, Permitted Transferee or other party proposing to effect a
Transfer of Stock shall give the Company written notice thereof promptly,
stating the terms of such proposed transfer, the identity of the proposed
transferee, the price or other consideration, if readily determinable, for
which the Stock is proposed to be transferred, and the number of shares of
Stock to be transferred. After its receipt of such notice or, failing such
receipt, after the Company otherwise obtains actual knowledge of such a
proposed transfer, the Company or its designee shall have the right to purchase
all, but not less than all, of such shares of Stock at the price and on the
terms applicable to such proposed transfer, which right shall be exercised by
written notice given by the Company to the party proposing to effect such
Transfer within 90 days following the Company's obtaining knowledge of such
proposed transfer. The closing of the purchase and sale of shares shall be
held at the principal office of the Company on a date to be established by the
Company, which in no event shall be less than ten or more than 30 days from the
date on which the corporation gives notice of its election to purchase shares.
If the nature of the event giving rise to such involuntary transfer is such
that no readily determinable consideration is to be paid for the transfer of
the Stock, the price to be paid by the Company or its designee shall be (i) the
original cash purchase price for shares of Preferred Stock and (ii) Book Value
Price (as hereinafter defined) for
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shares of Common Stock. "Book Value Price" shall equal the net worth of the
Company per common share (adjusted to reflect the exercise in full of any
dilutive securities), reflected in the Company's audited financial statements
as of the end of the most recent fiscal year.
(b) Lapse. The restrictions on the transfer of stock set forth
in Paragraph 3(a) shall terminate, if such restrictions shall not have
terminated earlier pursuant to the terms and provisions hereof, upon the
consummation of a firm commitment underwritten public offering of shares of
Common Stock constituting at least 20% of the total number of shares of Common
Stock outstanding immediately following the consummation of such offering.
4. Directors; Voting Agreements.
Each Stockholder agrees to vote or cause to be voted all shares of Common
Stock that it is now or hereafter empowered to vote at all times and from time
to time in whatever manner is necessary to effectuate and carry out the
following provisions:
(a) The Company shall at all times be managed by or under the
direction of a Board of Directors consisting of at least the following members:
(i) The Chief Executive Officer of the Company;
(ii) A designee of Citicorp; and
(iii) An independent director, designated jointly
by Citicorp and the Management Investors.
If the size of Company's Board of Directors is increased to consist of more
than three persons, each such increase shall be effected by adding both one or
more designees of Citicorp and one or more designees of the Management
Investors at the same time. For example, if the Company's Board of Directors
is increased to consist of five members, such five members will be the Chief
Executive Officer of the Company, two designees of Citicorp, a independent
director designated jointly by Citicorp and the Management Investors and a
designee of the Management Investors.
(b) Upon the consummation of the transactions contemplated by the
Merger Agreement, the Stockholders will take all action necessary to appoint
the following three persons as members of the Company's Board of Directors:
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Name Title or Designation:
---- --------------------
Xxxxxx X. Xxxxx Chief Executive Officer of the Company
Xxxxxx X. XxXxxxxxxx Designated by Citicorp
Xxxxxx X. Xxxxxxx Designated jointly by Citicorp & Management Investors
(c) In the event that any vacancy is created on the Company's
Board of Directors by reason of the death, resignation or removal of any
director, such vacancy shall be filled by a substitute director designated by
the party or parties entitled to designate the director whose death,
resignation or removal created such vacancy.
No Stockholder will execute a written consent of stockholders pursuant to
Section 228 of the Delaware General Company Law (or any similar successor
provision) unless Citicorp has executed such written consent.
The provisions of this Paragraph 4 shall terminate on the expiration of
ten years (less one day) from the date of this Agreement.
5. Registration of Common Stock.
(a) Definitions. As used in this Paragraph 5 the following terms
will have the meanings indicated below:
(i) "Affiliate" means any person or entity who directly
or indirectly, through one or more intermediaries, controls or is controlled
by, or is under common control with, the person or entity specified. Control
means the power to direct the affairs of such person or entity by reason of
ownership of voting stock, contract, or otherwise.
(ii) "Majority Stockholders" means Stockholders owning a
majority of the number of shares outstanding of Common Stock.
(b) Registration on Demand.
(i) The Company shall, upon prior written notice to the
Company from the Majority Stockholders, register all or a portion of the Common
Stock of such Majority Stockholders or their Affiliates, specified in such
notice, with the SEC under the 1933 Act for resale. Upon receipt of such
notice, the Company shall, within ten days thereafter, give written notice of
such request to all Stockholders and include all or a portion of the Common
Stock of any Stockholders who elect to be included in such registration by
written notice to the Company within ten days of the date of mailing of the
Company's notice. The Stockholders (including the Majority
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Stockholders) owning the majority of shares being registered in such
registration shall select the managing underwriter, if any, for such
registration (subject to approval of the Company, which shall not be
unreasonably withheld) and the Company shall enter into an underwriting
agreement, in customary form, with such underwriter. The Company shall
promptly (1) take appropriate action, on a reasonably timely basis, to file a
registration statement on the appropriate form covering all shares (subject to
Paragraph 5(d) hereof) of Common Stock requested by the Majority Stockholders
(including, without limitation, those owned by their Affiliates) which any of
them desire to include therein, (2) use reasonable efforts to cause such
registration statement to become effective under the 1933 Act and (3) use
reasonable efforts to qualify such resale under those state securities laws
reasonably requested by any Majority Stockholder whose shares of Common Stock
or Common Stock of their Affiliates are included in such registration; provided
such effort shall not require the Company to qualify as a foreign corporation
or subject itself to taxation in any jurisdiction where it is not already so
qualified or subject.
(ii) No Majority Stockholder shall make more than
two demands for a registration statement pursuant to this Paragraph 5(b);
provided, however, that if, after the Majority Stockholders request such
registration, but prior to the effective date of such registration, there
occurs any material adverse change in the Company or in market conditions
which, in the opinion of the managing underwriter (or, if there is no managing
underwriter, an investment banker elected by the Stockholders who own a
majority of the shares being registered by the Majority Stockholders) renders
impracticable the public sale of the full amount of the securities proposed to
be sold at the public offering price, such Stockholders may require the Company
to withdraw such registration without being deemed to have exercised their
right to request registration under this Paragraph 5(b). A registration
statement shall be deemed demanded on behalf of a Majority Stockholder only if
such registration is declared effective under the 1933 Act and includes shares
requested to be filed by such Majority Stockholder or its Affiliates, and, if
such offering is the subject of an underwriting agreement or dealer-manager
agreement, at least 75% of the shares included therein that are offered by
Stockholders (other than shares subject to over-allotment of similar options)
are sold as contemplated by such Agreement. The Company shall take all
reasonable action to maintain the effectiveness of a registration statement
filed pursuant to this Paragraph 5(b) for a period of 180 days from its
effective date. In connection with a registration of Common Stock pursuant to
this Paragraph 5, the Company shall bear all expenses, including fees and
expenses of one counsel for all Stockholders including shares in such
registration and any underwriter, but not including underwriting discounts and
commissions. As used in this Paragraph 5, "expenses" of a registration shall
mean the expenses disclosed in Item 13 of part II of the Form S-1 registration
statement, or in a comparable section of any similar form permitting an
underwritten public offering, as well as expenses of underwriters customarily
reimbursed by issuers or selling stockholders.
(c) Incidental Registration.
(i) If at any time or times after the date hereof the
Company intends to file a registration statement on Form X-0, X-0 or S-3 (or
other appropriate form) for the registration of an underwritten offering of
Common Stock (or securities convertible into Common Stock) with the Commission
(other than pursuant to an exercise by the Majority Stockholders of their
demand registration rights in accordance with Paragraph 5(b)), it shall notify
each of the Stockholders as
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soon as practicable of the Company's intention to file such a registration
statement. Such notice shall state the number of shares proposed to be
registered thereby. If a Stockholder notifies the Company within ten days
after receipt of such notice from the Company of its desire to have included in
such registration statement any of its Common Stock, (or Common Stock of its
Affiliates) then the Company, subject to the provisions of Paragraph 5(d)
hereof, shall include such shares in such registration statement. The
"expenses" (as defined in Paragraph 5(b)) of such registration, excluding
underwriting discounts and commissions, shall be borne by the Company.
(ii) The Company may in its discretion withdraw any
registration statement filed pursuant to this Paragraph 5(c) subsequent to its
filing without liability to the Stockholders or their Affiliates except with
respect to expenses.
(d) Allocations. In the event that the managing underwriter of
any offering described in Paragraph 5(b) or 5(c) hereof notifies the Company
prior to the effective date of a registration demanded by the Stockholders
that, in good faith, it is able to proceed with the proposed offering only with
respect to a smaller number (the "Maximum Number") of shares of Common Stock
than the total number of shares of Common Stock proposed to be offered by the
Stockholders, the Company and all others entitled to registration rights under
such registration statement, then (i) in the case of an offering described in
Paragraph 5(b), the aggregate number of shares of Common Stock proposed to be
offered by the Stockholders and all others (including the Company) included in
such registration statement shall equal the Maximum Number allocated pro rata
in accordance with the number of shares of Common Stock proposed to be offered
by each such party and (ii) in the case of an offering described in Paragraph
5(c), the aggregate number of shares of Common Stock proposed to be offered by
the Stockholders and all others (other than the Company) included in such
registration statement shall equal the Maximum Number less the number of shares
proposed to be offered by the Company, such difference to be allocated pro rata
in accordance with the number of shares of Common Stock proposed to be offered
by each such party.
(e) Indemnity. In connection with a registration statement filed
with the SEC pursuant to this Paragraph 5, the Company shall provide each
Stockholder whose shares of Common Stock and each Affiliate thereof whose
shares of Common Stock are included in such registration statement, and each
officer and director of any of them, and each person who controls such
Stockholder or Affiliate within the meaning of Section 15 of the 1933 Act, and
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") with indemnification against any losses, claims, damages or liabilities
to which any of them may become subject under the federal securities laws or
otherwise, in form and substance as is customarily given to underwriters in an
underwritten offering of securities. Each Stockholder whose Common Stock is
included in any such registration statement agrees that it shall (and shall
cause its Affiliates whose shares of Common Stock are included in such
registration to agree to) indemnify the Company, and each officer and director
thereof, and each person who controls the Company within the meaning of Section
15 of the 1933 Act and Section 20 of the Exchange Act, against losses, claims,
damages or liabilities, in form and substance as is customarily given by
underwriters to a corporation in an underwritten public offering of securities.
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(f) Certain Procedures. In the event the Company includes Common
Stock of any Stockholder (or Affiliate) in a registration statement pursuant to
Paragraph 5 of this Agreement,
(i) The Company shall obtain a "cold comfort" letter
from the Company's independent public accountants, in customary form covering
those matters customarily covered by a "cold comfort" letter with respect to
any such registration statement and addressed to such Stockholders and
Affiliates; and
(ii) Each Stockholder and Affiliate thereof including
shares of Common Stock in such registration and the Company shall each use
their reasonable best efforts to execute and deliver to the underwriters for
the offering covered by any such registration statement, an underwriting
agreement in form and substance customarily executed for public offerings of
common stock.
(g) Lock-Ups. After receipt of any notice pursuant to Paragraph
5(b) or 5(c) hereof, the Stockholders and the Company shall not (and each
Stockholder shall cause each of its Affiliates not to) demand or request
(except pursuant to Paragraph 5(c) hereof) a registration of securities of the
Company or otherwise offer or sell securities thereof until the earlier of 180
days after the effective date of the registration statement in respect of which
such notice was given or 240 days after the date such notice was given.
Nothing in this Paragraph 5(g) shall preclude the Company from issuing shares
of Common Stock upon exercise of outstanding options or conversions of
outstanding convertible securities.
(h) Recapitalization of Common Stock. If requested by the
managing underwriter of a demand registration pursuant to Paragraph 5(b)
hereof, the Company shall recapitalize its Common Stock by way of stock split
or stock division such that the aggregate number of authorized and outstanding
shares of Common Stock conforms as reasonably as practicable to such number of
shares as is reasonably recommended by such managing underwriter.
6. Miscellaneous.
(a) All Other Agreements Superseded. This Agreement (together
with any other agreements entered into as of the date hereof or otherwise
entered into in connection with the merger or related financing transactions
including but not limited to those certain Stock Repurchase Agreements entered
into as of the date hereof between the Company and certain Stockholders)
supersedes all other stockholders' agreements by and among any of the parties
to this Agreement and the Company concerning the capital stock of the Company
or the Company, including without limitation those certain Stockholders'
Agreements among the Company and the Stockholders of the Company listed therein
and dated as of December 29, 1986, September 2, 1988, December 6, 1988 and
July 31, 1989 (collectively, as the foregoing may have been amended from time
to time, the "Superseded Stockholders' Agreements"). The Superseded
Stockholders' Agreements are hereby terminated and are of no further force and
effect.
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(b) Amendment. This Agreement may be amended, or any provision
hereof may be waived in a writing executed solely by the Company (or by the
Company and one or more other parties); provided, however, that such amendment
or waiver shall be set forth in a writing executed by (i) the holders of at
least a majority of the Common Stock held by Citicorp, the Citicorp Investors,
and their Permitted Transferees, if the amendment or waiver affects the rights
or obligations of Citicorp, the Citicorp Investors, or their Permitted
Transferees under this Agreement in a manner materially adverse to them, and
(ii) the holders of at least a majority of the Common Stock held by the
Management Investors and their Permitted Transferees, if the amendment or
waiver affects the rights or obligations of the Management Investors or their
Permitted Transferees under this Agreement in a manner materially adverse to
them. No course of dealing between or among any persons having any interest in
this Agreement will be deemed effective to modify, amend or discharge any part
of this Agreement or any rights or obligations of any person under or by reason
of this Agreement. Subject to the foregoing, this Agreement may be amended by
the Company and a Permitted Transferee as provided in Paragraph 6(g) hereof
without the consent of the other parties hereto.
(c) Survival. All representations, warranties, covenants and
agreements set forth in this Agreement or made in writing by any party in
connection herewith will survive the execution and delivery of this Agreement
and the Merger and the consummation of the transactions contemplated hereby,
regardless of any investigation made by the Stockholders or on their behalf.
(d) Successors and Assigns. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, permitted assigns, heirs, and personal
representatives; provided that, except as otherwise specifically permitted
pursuant to this Agreement, neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the others. This Agreement sets forth the
entire agreement and understanding between the parties as to the subject matter
hereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.
(e) Right of First Refusal. If, under federal bankruptcy law,
similar debtor relief laws, or other laws affecting the transfer of shares of
Stock, any option to purchase such shares of Stock granted under this Agreement
is voided or declared unenforceable as to any of such shares of Stock by any
court of competent jurisdiction, the Company shall have a right of first
refusal to purchase any or all such shares of Stock in the event of any
proposed transfer thereof by any trustee, receiver, conservator, liquidator,
guardian, or other transferee of the person holding such shares of Stock who
is, or whose assets are, subject to such laws. Such right of first refusal
shall provide that the Company may purchase such shares of Stock at the same
price and on the same terms as such shares of Stock are proposed to be sold by
such trustee, receiver, conservator, liquidator, guardian, or other transferee.
(f) Severability. In the event that any provision of this
Agreement or the application of any provision hereof is declared to be illegal,
invalid or otherwise unenforceable by
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a court of competent jurisdiction, the remainder of this Agreement shall not be
affected except to the extent necessary to delete such illegal, invalid or
unenforceable provision unless the provision held invalid shall substantially
impair the benefit of the remaining portion of this Agreement.
(g) Notice. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
or when mailed by certified or registered mail, return receipt requested and
postage prepaid, and addressed to the addresses of the respective parties set
forth below or to such changed addresses as such parties of persons that may
from time to time become parties hereto may have fixed by notices, provided,
however, that any notice of change of address shall be effective only upon
receipt:
If to the Company, to:
Merchants Metals Holding Company
000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
If to Citicorp, to:
Citicorp Venture Capital Ltd.
000 Xxxx Xxxxxx
00xx Xxxxx, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. XxXxxxxxxx
with a copy to:
Xxxxx & Xxxxx, L.L.P.
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxx
If to a Management Investor, to such Management Investor at the address
set forth on the books of the Company.
(h) Additional Parties. Additional persons may become parties to
this Agreement upon execution by such persons and the Company of a counterpart
of this Agreement.
(i) Headings and References. The headings of the Paragraphs
hereof are inserted as a matter of convenience and for reference only and in no
way define, limit, or describe the scope of this Agreement or the meaning of
any provision hereof. Whenever the context may require, words
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referring to one gender shall include the other gender, and any neuter pronouns
use herein shall be deemed also to refer to the corresponding masculine and
feminine forms.
(j) Specific Performance. In the event of a breach by any party
to this Agreement of its obligations under this Agreement, any party injured by
such breach, in addition to being entitled to exercise all rights granted by
law, including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. The parties agree that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by any
party of any of the provisions of this Agreement and hereby agree to waive the
defense in any action for specific performance that a remedy at law would be
adequate.
(k) Counterparts. This Agreement may be executed in one or more
counterparts all of which taken together will constitute one and the same
document. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart executed by the party
against whom enforcement of this Agreement is sought.
(l) GOVERNING LAW. THE VALIDITY, PERFORMANCE, CONSTRUCTION, AND
EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
MERCHANTS METALS HOLDING COMPANY
By: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
President and Chief Executive Officer
CITICORP VENTURE CAPITAL LTD.
By: /s/ XXXXXX X. XXXXXXXXXX
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Name: Xxxxxx X. XxXxxxxxxx
-------------------------------------
Title: Managing Director
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CITICORP INVESTORS:
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/s/ XXXXX X. XXXXXXXXX
-----------------------------------------
Xxxxx X. Xxxxxxxxx
/s/ XXXXXXX X. XXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxx
/s/ XXXXXX X. XXXXXXXXXX
-----------------------------------------
Xxxxxx X. XxXxxxxxxx
/s/ XXXXXXX X. XXXXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
/s/ XXXXX X. XXXXXX
-----------------------------------------
Xxxxx X. Xxxxxx
MANAGEMENT INVESTORS:
/s/ XXXXXXX X. XXXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXX
-----------------------------------------
Xxxxxx X. Xxxxx
/s/ XXXXX X. XXXXXX
-----------------------------------------
Xxxxx X. XxXxxx
/s/ XXXXXXX X. XXXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ XXXXXX X. XXXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxxx
/s/ XXXXXXX XXXXXX
-----------------------------------------
Xxxxxxx Xxxxxx
/s/ XXXXX X. XXXXXX
-----------------------------------------
Xxxxx X. Xxxxxx
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