Exhibit (d)(2)
TENDER AND SUPPORT AGREEMENT
TENDER AND SUPPORT AGREEMENT, dated as of August 8, 2002 (the "Agreement"),
by and among Bureau Veritas, S.A., a societe anonyme organized under the laws
of the French Republic ("Parent"), Voice Acquisition Corp., a Delaware
corporation and an indirect wholly-owned subsidiary of Parent ("Purchaser"),
and Xxxxxxxxx Xxxxxx (the "Stockholder").
RECITALS
WHEREAS, Parent, Purchaser and U.S. Laboratories Inc., a Delaware
corporation (the "Company"), propose to enter into an Agreement and Plan of
Merger, dated as of August 8, 2002 (as the same may be amended or supplemented
from time to time, the "Merger Agreement"), which provides, among other things,
that the Purchaser will make a cash tender offer (the "Offer") for all of the
outstanding common stock of the Company and, following the consummation of the
Offer, will merge with and into the Company (the "Merger"), in each case upon
the terms and subject to the conditions in the Merger Agreement (with all
capitalized terms used but not defined herein having the meanings set forth in
the Merger Agreement);
WHEREAS, the board of directors of the Company has adopted resolutions
approving and declaring advisable the Merger Agreement, this Agreement and the
other transaction documents (such approval being made in accordance with
Delaware General Corporation Law, including for the purposes of Section 203
thereof) and recommending that the Company's stockholders accept the Offer;
WHEREAS, the Stockholder beneficially owns the number of shares of common
stock, par value $0.01 per share, of the Company (the "Common Stock") and
options to acquire shares of Common Stock set forth and further described on
Annex A hereto (such shares of Common Stock, together with any other shares of
capital stock of the Company acquired (whether beneficially or of record) by
the Stockholder after the date hereof and prior to the earlier of the Effective
Time and the termination of all of the Stockholder's obligations under this
Agreement, including any shares acquired by means of purchase, dividend or
distribution, or issued upon the exercise of any warrants or options, and the
conversion of any convertible securities or otherwise being collectively
referred to herein as, the "Subject Shares"); and
WHEREAS, as an inducement to Parent and the Purchaser to enter into the
Merger Agreement and make the Offer, the Stockholder has agreed to enter into
this Agreement.
NOW, THEREFORE, to induce Parent and the Purchaser to enter into, and in
consideration of their entering into, the Merger Agreement, and in
consideration of the premises and the representations, warranties and
agreements contained herein, the parties agree as follows:
1. Representations and Warranties of the Stockholder. The Stockholder
hereby represents and warrants to Parent and the Purchaser as of the date
hereof as follows:
(a) Organization. To the extent applicable, the Stockholder is a
corporation, partnership or limited liability company, duly organized,
validly existing and in good standing under the laws of the jurisdiction of
the Stockholder's organization.
(b) Authority. The Stockholder has the legal capacity and all requisite
power and authority to execute and deliver this Agreement and to perform the
stockholder's obligations hereunder and consummate the transactions
contemplated hereby. To the extent applicable, the execution, delivery and
performance by the Stockholder of this Agreement and the consummation by the
Stockholder of the transactions contemplated hereby have been duly and
validly authorized by the Stockholder (or its board of directors or similar
governing body, as applicable), and no other actions or proceedings on the
part of the Stockholder are necessary to authorize the execution and
delivery by the Stockholder of this Agreement and the consummation by the
Stockholder of the transactions contemplated hereby. This Agreement has been
duly and validly executed and delivered by the Stockholder, and constitutes
a valid and binding obligation of the Stockholder enforceable in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and general equitable principles
(whether considered in a proceeding in equity or at law).
(c) The Subject Shares. Except as set forth on Annex A hereto, (i) the
Stockholder is the record and beneficial owner of, and has good and
marketable title to, the Subject Shares set forth on Annex A hereto, free
and clear of any and all liens and other encumbrances; (ii) the Stockholder
does not own, of record or beneficially, any shares of capital stock of the
Company (or rights to acquire any such shares) other than the Subject Shares
set forth on Annex A hereto; and (iii) the Stockholder has the sole right to
vote, sole power of disposition, sole power to issue instructions with
respect to the matters set forth in Sections 3, 4, 5 and 6 hereof, sole
power of conversion, sole power to demand appraisal rights and sole power to
agree to all of the matters set forth in this Agreement, in each case with
respect to all of the Stockholder's Subject Shares, with no material
limitations, qualification or restrictions on such rights, subject to
applicable federal securities laws and the terms of this Agreement.
(d) No Conflicts. The execution and delivery of this Agreement by the
Stockholder does not, and the consummation by the Stockholder of the
transactions contemplated hereby and compliance with the terms hereof will
not, conflict with, or result in any violation of, or breach or default
(with or without notice or lapse of time or both) under, (A) to the extent
applicable, any provisions of the organizational documents of the
Stockholder, (B) any provision of any material trust, loan or credit
agreement, note, bond, mortgage, indenture, guarantee, lease, license,
contract or other agreement to which the Stockholder is a party or by which
the Stockholder is bound, or (C) any material franchise, judgment, order,
writ, injunction, notice, decree, statute, law, ordinance, rule or
regulation applicable to the Stockholder or the Stockholder's property or
assets.
(e) No Actions. There is no action, suit, investigation, complaint or
other proceeding pending against the Stockholder or, his or its knowledge,
threatened against him or it, or any other person, that restricts in any
material respect or prohibits (or, if successful,
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would restrict or prohibit) the exercise by any party of its rights under
this Agreement or the performance by any party of its obligations under this
Agreement.
2. Representations and Warranties of Parent and Purchaser. Each of Parent
and the Purchaser hereby represents and warrants to the Stockholder as of the
date hereof as follows:
(a) Organization. Each of Parent and the Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization.
(b) Authority. Each of Parent and the Purchaser has the requisite
corporate power and authority to execute and deliver this Agreement and to
perform its respective obligations hereunder and consummate the transactions
contemplated hereby. The execution, delivery and performance by Parent and
the Purchaser of this Agreement and the consummation by them of the
transactions contemplated hereby, have been duly and validly authorized by
the Board of Directors of Parent and the Purchaser and no other corporate or
other action or proceedings on the part of Parent and the Purchaser are
necessary to authorize the execution and delivery by them of this Agreement
and the consummation by them of the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by Parent and the
Purchaser, and constitutes a valid and binding obligation of Parent and the
Purchaser enforceable in accordance with its terms, subject to the effects
of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally
and general equitable principles (whether considered in a proceeding in
equity or at law).
(c) Conflicts. Except for (i) the filings required under the Exchange
Act and the Securities Act, (ii) the filings required under the HSR Act, and
any other applicable law governing antitrust or competition matters, (iii)
the filings required under the rules and regulations of the NASD, and (iv)
the applicable requirements of state securities, takeover or Blue Sky laws,
and (iv) such notifications, filings, authorizing actions, orders and
approvals as may be required under other laws, (A) no material filing with,
and no material permit, authorization, consent or approval of, any state,
federal or foreign public body or authority is necessary for the execution
of this Agreement by Parent and the Purchaser and the consummation by Parent
and the Purchaser of the transactions contemplated hereby, (B) the execution
and delivery of this Agreement by Parent and the Purchaser do not, and the
consummation by them of the transactions contemplated hereby and compliance
with the terms hereof will not, conflict with, or result in any violation
of, or breach or default (with or without notice or lapse of time or both)
under (1) the charter documents of Parent or the Purchaser, (2) any
provision of any material trust, loan or credit agreement, note, bond,
mortgage, indenture, guarantee, lease, license, contract or other agreement
to which Parent or the Purchaser is a party or by which it is bound, or (3)
any material franchise, judgment, order, writ, injunction, notice, decree,
statute, law, ordinance, rule or regulation applicable to Parent or the
Purchaser or their respective properties or assets, and (C) the execution
and delivery of this Agreement by Parent and the Purchaser do not, and the
consummation by them of the transactions contemplated hereby will not,
violate any laws applicable to Parent or the Purchaser, except in the case
of clauses (B)(2), (B)(3) and (C) above, for any such conflicts, violations,
breaches or
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defaults that would not have a material adverse effect on the ability of
Parent or the Purchaser to consummate the transactions contemplated hereby.
(d) No Actions. There is no action, suit, investigation, complaint or
other proceeding pending against such party or any of its affiliates or, to
the knowledge of such party, threatened against it or any of its affiliates
that restricts in any material respect or prohibits (or, if successful,
would restrict or prohibit) the exercise by such party of its rights under
this Agreement or the performance by such party of its obligations under
this Agreement.
3. Tender of Subject Shares.
(a) Parent and the Purchaser agree, subject to the conditions of the
Offer set forth in Annex I to the Merger Agreement and the other terms and
conditions contained in the Merger Agreement, that (i) the Purchaser will
commence the Offer as promptly as practicable (and in any event within five
business days after the date of the Merger Agreement); and (ii) the
Purchaser will accept for payment, purchase and pay for, in accordance with
the terms of the Offer, the Merger Agreement and the Contingent Payment
Agreement dated the date hereof between Parent and Stockholder (the
"Contingent Payment Agreement"), all shares of Common Stock validly tendered
pursuant to the Offer.
(b) The Stockholder agrees (i) to tender the Subject Shares into the
Offer promptly, and in any event no later than the fifth business day
following the commencement of the Offer, or, if any Stockholder has not
received the Offer Documents by such time, within two business days
following receipt of such documents but in any event prior to the date of
expiration of such Offer, in each case, free and clear of any liens or other
encumbrances except as disclosed herein or those arising from this Agreement
and (ii) not to withdraw any Subject Shares so tendered so long as there is
no decrease in the Offer Price and the Offer Price is payable in cash. If
Stockholder acquires Subject Shares after the date hereof, the Stockholder
shall tender (or cause the record holder to tender) such Subject Shares on
or before such fifth business day following the commencement of the Offer,
or, if later, on or before the second business day after such acquisition.
The Stockholder acknowledges and agrees that the obligation of Parent and
the Purchaser to accept for payment and pay for the Subject Shares in the
Offer is subject to the terms and conditions of the Offer. Parent and
Purchaser acknowledge that Stockholder's obligation to sell the Subject
Shares to Purchaser is conditioned upon Purchaser's acceptance and payment
for shares of Common Stock in the Company in the Offer pursuant to the terms
of the Offer.
(c) The Stockholder will receive the same Offer Price received by other
stockholders of the Company in the Offer with respect to Subject Shares
tendered by the Stockholder in the Offer (the "Share Consideration"), except
that a total of Five Million Dollars ($5,000,000) of such Share
Consideration shall be deposited into a specified escrow account in
accordance with the terms and conditions set forth in the Escrow Agreement
(as defined in the Contingent Payment Agreement) with release of such
portion of the Share Consideration to the Stockholder being made in
accordance with the terms and
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conditions of the Contingent Payment Agreement and the Escrow Agreement. In
the event that, notwithstanding the provisions of the first sentence of
Section 3(b), any Subject Shares are for any reason withdrawn from the
Offer, such Subject Shares will remain subject to the terms of this
Agreement.
(d) The Stockholder agrees to permit Parent and the Company to publish
and disclose in the Offer Documents and Schedule 14D-9 and, if approval of
the stockholders of the Company is required under applicable law, the Proxy
Statement (including all documents and schedules filed with the Securities
and Exchange Commission (the "SEC") and any similar filing required by
applicable law in the consummation of the transactions contemplated in the
Offer and Merger Agreement, the Stockholder's identity and ownership of
Common Stock and the nature of the Stockholder's commitments, arrangements
and understandings under this Agreement.
(e) The Stockholder shall not enter into any tender, voting or other
such agreement, or grant a proxy or power of attorney, with respect to the
Subject Shares that is inconsistent with this Agreement or otherwise take
any other action with respect to the Subject Shares that would in any way
restrict, limit or interfere with the performance of his or its obligations
hereunder or the transactions contemplated hereby.
4. Agreement to Vote. The Stockholder agrees that:
(a) At any meeting (whether annual or special) of stockholders of the
Company called to vote upon the Merger Agreement and the transactions
contemplated thereby, however called, or at any adjournment or postponement
thereof or in connection with any written consent of the holders of Common
Stock or in any other circumstances upon which a vote, consent or other
approval with respect to the Merger Agreement and the transactions
contemplated thereby is sought, the Stockholder shall be present (in person
or by proxy) for the purpose of establishing quorum and shall vote or
consent (or cause to be voted or consented) all Subject Shares then held of
record or beneficially owned by the Stockholder in favor of the Merger and
the Merger Agreement and the transactions contemplated thereby.
(b) At any meeting of stockholders of the Company, however called, or at
any adjournment or postponement thereof or in any other circumstances upon
which a vote or other approval is sought from the Company's stockholders,
the Stockholder shall vote (or cause to be voted) all Subject Shares then
held of record or beneficially owned by the Stockholder against any action
or agreement (other than the Merger Agreement or the transactions
contemplated thereby) that would impede, interfere with, delay, postpone or
attempt to discourage the Merger, the Offer or the other transactions
contemplated by this Agreement and the Merger Agreement, including, but not
limited to any of the following which have such an effect: (i) any
Acquisition Proposal; (ii) any action that is reasonably likely to result in
a breach in any respect of any representation, warranty, covenant or any
other obligation or agreement of the Company under the Merger Agreement or
result in any of the conditions set forth in Annex I to the Merger Agreement
not being fulfilled; (iii) any extraordinary corporate transaction, such as
a merger, consolidation or other business combination involving the Company
and its subsidiaries; (iv) a sale, lease or
5
transfer of a material amount of assets of the Company and its subsidiaries
or a reorganization, recapitalization, dissolution, winding up or
liquidation of the Company and its subsidiaries; (v) any change in the board
of directors of the Company, except as otherwise agreed to in writing by
Parent; (vi) any other material change in the Company's corporate structure,
business, certificate of incorporation or bylaws that is not agreed to by
Parent in the exercise of Parent's discretion; and (vii) any material change
in the present capitalization or dividend policy of the Company.
(c) The Stockholder hereby irrevocably grants to, and appoints Francois
Tardan and Xxxxx Xxxxxxxxxxx (the "Proxyholders"), or either of them, in
their respective capacities as officers or directors of Parent, and any
individual who shall hereafter succeed to any such office or directorship of
Parent, and each of them individually, the Stockholder's proxy and
attorney-in-fact (with full power of substitution and re-substitution), for
and in the name, place and stead of the Stockholder, to vote the Subject
Shares, or grant a consent or approval in respect to the Subject Shares in
favor of the Merger, the Merger Agreement and the transactions contemplated
thereby, against any Acquisition Proposal and as otherwise required by this
Section 4, subject to the limitations contained herein. The Stockholder
represents that any proxies heretofore given in respect of the Subject
Shares are revocable, and that any such proxies are hereby, or have
previously been, revoked. This proxy will terminate upon the termination of
this Agreement in accordance with its terms. The Stockholder authorizes the
Proxyholders to file this proxy and any substitution or revocation of
substitution with the Secretary of the Company and with any Inspector of
Elections at any meeting of the stockholders of the Company.
(d) The Stockholder understands and acknowledges the execution and
delivery by the Stockholder of this Agreement was a condition to Parent's
execution and delivery of the Merger Agreement. The Stockholder hereby
affirms that the irrevocable proxy set forth in this Section 4 is given in
connection with the execution of the Merger Agreement, and that such
irrevocable proxy is given to secure the performance of the duties of the
Stockholder under this Agreement. The Stockholder hereby further affirms
that the irrevocable proxy is coupled with an interest. Such irrevocable
proxy is executed and intended to be irrevocable in accordance with the
provisions of Section 212(e) of the Delaware General Corporation Law.
(e) The Stockholder represents that any proxies heretofore given in
respect of the Subject Shares, if any, are not irrevocable, and that such
proxies have been revoked.
(f) The Stockholder hereby irrevocably waives and agrees not to exercise
any rights of appraisal or rights to dissent from the Merger that the
Stockholder may have with respect to the Subject Shares.
5. Certain Events. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Common Stock or the acquisition of
additional Common Stock or other securities or rights of the Company by the
Stockholder, through the exercise of stock options or otherwise, the number of
Subject Shares shall be adjusted appropriately, and this Agreement and the
obligations
6
hereunder shall attach to any additional Common Stock or other securities or
rights of the Company issued to or acquire by the Stockholder.
6. Restriction on Transfer. Other than pursuant to this Agreement, the
Stockholder shall not (a) sell, transfer, pledge, encumber, assign or otherwise
dispose of (collectively, "Transfer"), or enter into any contract, option or
other arrangement or understanding with respect to the Transfer by the
Stockholder of, any of the Subject Shares or offer any interest in any thereof
to any person other than pursuant to the terms of the Offer, the Merger or this
Agreement, (b) enter into any voting arrangement or understanding, whether by
proxy, power of attorney, voting agreement, voting trust or otherwise with
respect to the Subject Shares, or (c) take any action that would make any
representation or warranty of the Stockholder contained herein untrue or
incorrect in any material respect.
7. Termination. Unless earlier terminated by mutual agreement of the
parties, all of the obligations of the parties under this Agreement (including
without limitation the obligations of the Stockholder to tender the Subject
Shares in the Offer and not withdraw such Subject Shares) shall terminate upon
the first to occur of (i) any termination of the Merger Agreement in accordance
with its terms or (ii) the acceptance for payment of the Subject Shares by
Parent or the Purchaser in the Offer (the "Termination Date"); provided
however, whether or not the Merger is consummated, the provisions set forth in
Section 11(h) and if the Offer is complete, Section 5.7 of the Merger
Agreement, shall survive any termination of this Agreement. Nothing herein
shall relieve any party from liability for any breach hereof.
8. Stockholder Capacity. No person executing this Agreement who is or
becomes during the term hereof a director or officer of the Company makes any
agreement or understanding herein or is obligated hereunder in his or her
capacity as such director or officer. The Stockholder signs solely in its
capacity as the record holder and beneficial owner (as further set forth on
Annex A hereto) of the Stockholder's Subject Shares, and nothing herein shall
limit or affect any actions taken by any Stockholder in the Stockholder's
capacity as an officer or director of the Company to the extent specifically
permitted by the Merger Agreement.
9. Specific Performance. The parties agree that irreparable damage would
occur if any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to the remedy of specific
performance of such provisions and to an injunction or injunctions and/or such
other equitable relief as may be necessary to prevent breaches of this
Agreement.
10. Stop Transfer Order; Legend. In furtherance of this Agreement,
concurrently herewith, the Stockholder shall, and hereby does authorize the
Company or its counsel to, notify the Company's transfer agent that there is a
stop transfer order with respect to all of the Subject Shares (and that this
Agreement places limits on the voting and transfer of such shares). The
Stockholder agrees as promptly as is reasonably practicable to apply a legend
to all certificates representing the Subject Shares referring to any and all
rights granted to Parent by this Agreement; provided that, no such legend shall
restrict the transfer of the Subject Shares if such transfer is made pursuant
to the Offer.
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11. General Provisions.
(a) Amendments. This Agreement may not be modified, altered,
supplemented or amended except by an instrument in writing signed by each of
the parties hereto.
(b) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or sent by
overnight courier (providing proof of delivery) to Parent or the Purchaser
in accordance with Section 8.2 of the Merger Agreement and to the
Stockholder at the Stockholder's address set forth in Annex A hereto (or to
such other address as any party may have furnished to the other parties in
writing in accordance herewith).
(c) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each of the parties and delivered to the other party, it being
understood that each party need not sign the same counterpart.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including, without limitation, the documents and instruments referred to
herein), (i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and (ii) is not intended to confer upon
any person or entity other than the parties hereto any rights or remedies
hereunder; provided that the Company is an intended third-party beneficiary
of Section 3(d).
(f) Binding Agreement. This Agreement and the obligations hereunder
shall attach to the Subject Shares and shall be binding upon the parties and
any person or entity to which legal or beneficial ownership of the Subject
Shares shall pass, whether by operation of law or otherwise, including,
without limitation, the Stockholder's administrators or successors.
Notwithstanding any transfer of Subject Shares, the transferor shall remain
liable for the performance of all obligations of the transferor under this
Agreement.
(g) Governing Law; Consent to Jurisdiction. This Agreement and the
legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without
regard to its conflict of laws rules. All parties to this Agreement hereby
irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in
the Chancery Court of the State of Delaware (the "Delaware Court"), and not
in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of
8
any action or proceeding arising out of or in connection with this Agreement
or any of the transactions contemplated hereby, (iii) waive any objection to
the laying of venue of any such action or proceeding in the Delaware Court,
and (iv) waive, and agree not to plead or to make, any claim that any such
action or proceeding brought in the Delaware Court has been brought in an
improper or inconvenient forum or is subject to a jury trial. A prevailing
party in any action or proceeding arising out of or in connection with this
Agreement or any of the transactions contemplated hereby shall be entitled
to reimbursement of its attorneys' fees and costs incurred in such action or
proceeding by the other party.
(h) Costs and Expenses. Whether or not the Offer or the Merger is
consummated, except as otherwise expressly set forth in this Agreement, all
costs and expenses incurred in connection with this Agreement and the
consummation of the transactions contemplated hereby shall be paid by the
party incurring such expenses.
(i) Assignment. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the Stockholder or the
Purchaser and Parent, as the case may be, provided (i) that the Purchaser or
Parent may assign, in its respective sole discretion its rights and
obligations hereunder to any direct or indirect subsidiary of Parent and
(ii) that the Stockholder may assign its rights and obligations hereunder to
a party that is not making any Acquisition Proposal and is not a competitor
of Parent in connection with its transfer of its Shares to such party (the
"Successor") if and only if the Successor becomes a party to this Agreement
as the Stockholder and assumes all the obligations of the Stockholder
hereunder, the Stockholder hereby agreeing that in connection with any such
assignment, the Stockholder shall remain responsible and liable for the
performance of all obligations under this Agreement by such Successor.
(j) Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and
this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any
provision had never been contained herein.
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IN WITNESS WHEREOF, Parent, Purchaser and the Stockholder have caused this
Agreement to be duly executed as of the date first written above.
PARENT
BUREAU VERITAS, S.A.
By: /s/ XXXXX XXXXXXXXXXX
-----------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: President and Chief
Executive Officer
PURCHASER
VOICE ACQUISITION CORP.
By: /s/ XXXXX XXXXXXXXXXX
-----------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Chairman of the Board
and President
STOCKHOLDER
/s/ XXXXXXXXX XXXXXX
-----------------------------
Xxxxxxxxx Xxxxxx
ANNEX A
SUBJECT SHARES
OPTIONS OR OTHER RIGHTS
STOCKHOLDER'S NAME SHARES OF OUTSTANDING TO ACQUIRE SHARES OF
AND ADDRESS COMMON STOCK COMMON STOCK
----------- --------------------- -----------------------
Xxxxxxxxx Xxxxxx 1,734,097 144,000
0000 Xxxxxx Xxxxx
Xxxxx 00
Xxx Xxxxx, XX 00000
CONFLICTS
None
