Exhibit 7
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement") is made as of May 7, 2004, by
and between SAIC Venture Capital Corporation, a Nevada corporation (the
"Stockholder"), and Quadrangle Capital Partners LP, a Delaware limited
partnership ("QCP"), Quadrangle Select Partners LP, a Delaware limited
partnership ("QSP"), Quadrangle Capital Partners-A LP, a Delaware limited
partnership ("QCP-A" and collectively with QCP and QSP, "Quadrangle").
The Stockholder holds, beneficially and of record, 2,246,615 shares of
the common stock, par value $0.01 per share, of Xxxxxx Technologies, Inc., a
Delaware corporation ("Xxxxxx"), and 67,604 shares of the Series F Preferred
Stock, par value $0.01 per share, of Xxxxxx. Xxxxxx and Quadrangle have entered
into negotiations with one another and certain other interested parties with
respect to a series of transactions whereby (a) certain designated affiliates of
Quadrangle and certain stockholders of Xxxxxx shall make an investment into
equity of a newly formed holding company, Xxxxxx Holdings, Inc. ("Newco"),
pursuant to an Investment Agreement in substantially the form of the draft
thereof dated May 7, 2004 (the "Investment Agreement"), (b) such holding company
shall buy the outstanding stock of Protek Telecommunications Solutions Ltd, a
company organized under the laws of England and Wales, pursuant to a Stock
Purchase Agreement in substantially the form of the draft thereof dated May 7,
2004 (the "Stock Purchase Agreement"), and (c) a newly formed acquisition
subsidiary of such holding company, Parallel Acquisition, Inc. (the "Acquisition
Sub"), shall merge with and into Xxxxxx (the "Merger"), pursuant to and with the
effects set forth in an Agreement and Plan of Merger and Share Exchange in
substantially the form of the draft thereof dated May 7, 2004 (the "Merger
Agreement").
It is a condition to the execution and delivery of the Investment
Agreement, the Stock Purchase Agreement and the Merger Agreement that the
Stockholder execute and deliver this Agreement committing to vote for and
consent to the Merger Agreement and the Merger and related transactions
contemplated thereby (together, the "Contemplated Transactions"), and consent to
the waiver of certain provisions of the certificate of incorporation of Xxxxxx.
Accordingly, the parties hereto agree as follows:
Section 1. Representations, Warranties and Covenants. The Stockholder
hereby represents, warrants and covenants to Quadrangle as follows:
(a) Title. As of the date hereof, the Stockholder owns
beneficially and of record the number of shares of each class of capital stock
of Xxxxxx set forth after the Stockholder's name on Exhibit A hereto, which
shares shall (together with any Additional Shares as defined in Section 17 of
this Agreement) collectively be referred herein as the "Shares." The term
"beneficial owner" and all correlative expressions are used in this Agreement as
defined in Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as
amended (the "1934 Act").
(b) Right to Vote. As of the date hereof and as of date of each
vote or consent of the Stockholder through and including the Closing Date,
except for this Agreement or as otherwise permitted by this Agreement, the
Stockholder has full legal power, authority and right to vote all of the Shares
in favor of the approval and authorization of the Merger Agreement, the
merger contemplated thereby, and each of the other transactions and waivers
contemplated by this Agreement and the Merger Agreement (collectively, the
"Xxxxxx Proposals") without the consent or approval of, or any other action on
the part of, any other person or entity. Without limiting the generality of the
foregoing, the Stockholder has not entered into any voting agreement with any
person or entity with respect to any of the Shares, granted any person or entity
any proxy (revocable or irrevocable) or power of attorney with respect to any of
the Shares, deposited any of the Shares in a voting trust or entered into any
arrangement or agreement with any person or entity limiting or affecting its
legal power, authority or right to vote the Shares in favor of the Xxxxxx
Proposals except for this Agreement.
From and after the date hereof, except as otherwise permitted by this
Agreement or prohibited by order of a court of competent jurisdiction, the
Stockholder will not commit any act that could restrict or otherwise affect its
legal power, authority and right to vote all of the Shares in favor of the
Xxxxxx Proposals. Without limiting the generality of the foregoing, except for
this Agreement and as otherwise permitted by this Agreement, from and after the
date hereof, the Stockholder will not enter into any voting agreement with any
person or entity with respect to any of the Shares, grant any person or entity
any proxy (revocable or irrevocable) or power of attorney with respect to any of
the Shares, deposit any of the Shares in a voting trust or otherwise enter into
any agreement or arrangement with any person or entity limiting or affecting the
Stockholder's legal power, authority or right to vote the Shares in favor of the
approval of the Xxxxxx Proposals.
(c) Authority. The Stockholder has full legal power, authority and
right to execute and deliver, and to perform his or its obligations under, this
Agreement. This Agreement has been duly and validly executed and delivered by
the Stockholder and constitutes a valid and binding agreement of the Stockholder
enforceable against the Stockholder in accordance with its terms, subject to (i)
bankruptcy, insolvency, moratorium and other similar laws now or hereafter in
effect relating to or affecting creditors rights generally and (ii) general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).
(d) Conflicting Instruments. The execution and delivery of this
Agreement and the performance by the Stockholder of his or its agreements and
obligations hereunder will not result in any breach or violation of or be in
conflict with or constitute a default under any term of any agreement, judgment,
injunction, order, decree, law, regulation or arrangement to which the
Stockholder is a party or by which the Stockholder (or any of his or its assets)
is bound, except for any such breach, violation, conflict or default which,
individually or in the aggregate, would not impair or adversely affect the
Stockholder's ability to perform its obligations under this Agreement.
(e) Transaction Documents. Quadrangle has delivered to the
Stockholder, and the Stockholder has had the opportunity to review and receive
the advice of counsel regarding, drafts, each dated May 7, 2004, of the
Investment Agreement, the Stock Purchase Agreement, and the Merger Agreement,
together with the material exhibits to each.
Section 2. Restrictions on Transfer. Until the termination of this
Agreement in accordance with its terms, the Stockholder agrees not to Transfer
(or to agree to Transfer) any Shares owned of record or beneficially by the
Stockholder. "Transfer" means, with respect to
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any security, the direct or indirect assignment, sale, transfer, tender, pledge,
hypothecation, or the grant, creation or sufferage of a lien or encumbrance in
or upon, or the gift, placement in trust, or the constructive sale or other
disposition of such security (including transfers by testamentary or intestate
succession) or any right, title or interest therein (including but not limited
to any right or power to vote to which the holder thereof may be entitled,
whether such right or power is granted by proxy or otherwise), or the record or
beneficial ownership thereof, the offer to make such a sale, transfer,
constructive sale or other disposition, and each agreement, arrangement or
understanding, whether or not in writing, to effect any of the foregoing. The
term "constructive sale" means a short sale with respect to such security,
entering into or acquiring an offsetting derivative contract with respect to
such security, entering into or acquiring a futures or forward contract to
deliver such security or entering into any other hedging or other derivative
transaction that has the effect of materially changing the economic benefits and
risks of ownership.
Section 3. Agreement to Vote. Until the termination of this Agreement
in accordance with its terms, the Stockholder hereby irrevocably and
unconditionally agrees to vote or to cause to be voted all of the Shares, to the
extent the Shares carry the right to vote thereon, at any other annual or
special meeting of stockholders of Xxxxxx where any such proposal is submitted,
and in connection with any written consent of stockholders (including, without
limitation, any vote or consent of any class or series of stockholders to which
the Stockholder belongs), (a) in favor of the Xxxxxx Proposals and (b) against
(i) approval of any proposal made in opposition to or in competition with the
Merger or any other Contemplated Transaction, (ii) any merger, consolidation,
sale of assets, business combination, share exchange, reorganization or
recapitalization of Xxxxxx or any of its subsidiaries, with or involving any
party other than as contemplated by the Merger Agreement, (iii) any liquidation
or winding up of Xxxxxx, (iv) any extraordinary dividend by Xxxxxx, (v) any
amendment of the bylaws or certificate of incorporation of Xxxxxx and any change
in the capital structure of Xxxxxx (in each case other than pursuant to the
Merger Agreement or as provided in Section 5 hereof) and (vi) any other action
that may reasonably be expected to impede, interfere with, delay, postpone or
attempt to discourage the consummation of the Merger or any other Contemplated
Transaction or result in a breach of any of the covenants, representations,
warranties or other obligations or agreements of Xxxxxx under the Merger
Agreement which would materially and adversely affect Quadrangle, Newco or
Xxxxxx or their respective abilities to consummate the Merger or any other
Contemplated Transaction.
Section 4. Granting of Proxy. In furtherance of the terms and
provisions of this Agreement, the Stockholder hereby grants an irrevocable proxy
(subject to Section 10(b) of the 1934 Act), coupled with an interest, to Xxxxxxx
Xxxxx in his capacity as a managing partner of QCP (each a "Proxy Holder"), to
vote all of the Shares beneficially owned by the Stockholder in favor of the
Xxxxxx Proposals and in accordance with the provisions of Section 3. The
Stockholder hereby ratifies and approves of each and every action taken by any
Proxy Holder pursuant to the foregoing proxy. Notwithstanding the foregoing, if
requested by Quadrangle, the Stockholder will execute and deliver applicable
proxy material in furtherance of the provisions of Section 3 and this Section 4.
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Section 5. Written Consent.
(a) The Stockholder hereby consents, in respect of any and all shares
of Series F Preferred Stock included within the Shares, to the waiver of the
mandatory redemption provisions set forth in Article FOURTH, Part B-VII, Section
5 of Daleen's Amended and Restated Certificate of Incorporation, in respect of
the Merger and the Contemplated Transactions.
(b) The Stockholder hereby approves, consents, ratifies, and waives
all objection to the Merger Agreement, the Merger, the form and valuation of the
consideration to be paid or delivered to such Stockholder in connection with the
Merger as contemplated by the Merger Agreement, and the conditions attached
thereto, including, without limitation, the escrow provided for thereunder, and
hereby agrees that, effective upon signing, it shall become party to the
Stockholders Agreement (as defined in the Merger Agreement), and that its
execution of this Agreement shall constitute its joinder to the same. Without
limitation of the generality of the foregoing, the Stockholder hereby approves,
consents, ratifies, and waives all objection to the appointment of a
Stockholders' Representative pursuant to Section 9.05 of the Merger Agreement,
to have and exercise all such powers on behalf of the Stockholder as are
described therein, and the Stockholder acknowledges and assumes the obligations
of such Stockholder as set forth in Section 9.05 of the Merger Agreement.
(c) In consideration of the benefits to be derived by the Stockholder
from the consummation of the Contemplated Transactions, the Stockholder hereby
agrees and consents in writing to the amendment of each Warrant issued to such
Stockholder and any other holder of warrants issued in connection with the
Securities Purchase Agreement, dated as of March 30, 2001, by and among Xxxxxx
Technologies, Inc., and certain investors in Xxxxxx (such warrants collectively,
the "2001 Warrants") as follows:
(i) Section 2.1 of each 0000 Xxxxxxx is amended to add the
following new text at the end thereof: "Notwithstanding the foregoing,
this Warrant shall not be exercisable at any time during the period
beginning on May 7, 2004, and continuing through the earlier of (a) the
occurrence of the Effective Time as defined in the Agreement and Plan
of Merger and Share Exchange, dated as of May 7, 2004 (the "Merger
Agreement"), by and among Xxxxxx Technologies, Inc., Xxxxxx Holdings,
Inc., and Parallel Acquisition, Inc., it being understood that the
Exercise Period shall have terminated immediately prior to the
Effective Time and this Warrant shall as a result terminate and no
longer be exercisable, and (b) the termination of the Merger Agreement
in accordance with its terms."
(ii) Section 5.6 of each 0000 Xxxxxxx is amended to add the
following language at the end thereof: "Notwithstanding anything in
this Section 5.6 or elsewhere in this Warrant to the contrary, this
Section 5.6 shall not apply to the transactions contemplated by the
Merger Agreement."
(iii) Section 11 of each 2001 Warrant is amended to add the
following new text at the end of the first sentence of the definition
of "Exercise Period" therein prior to the period thereof: "; provided,
further, that rights of exercise shall be suspended during the
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period specified in Section 2.1 in respect of the Merger Agreement, and
that the Exercise Period shall terminate immediately prior to the
Effective Time as defined in the Merger Agreement, with the effect
that, should the transactions consummated by the Merger Agreement be
consummated, this Warrant will, if not exercised prior to May 7, 2004,
terminate without further right of exercise."
(d) The Stockholder acknowledges and agrees that Xxxxxx shall be an
intended third-party beneficiary of this Section 5.
Section 6. No Solicitation. The Stockholder shall not, directly or
indirectly, through any officer, director, agent or otherwise, initiate, solicit
or knowingly encourage (including by way of furnishing non-public information or
assistance), or take any other action to facilitate knowingly, any inquiries
about or the making of any proposal that Xxxxxx enter into any Competing
Transaction (as such term is defined in the Merger Agreement), or enter into or
maintain or continue discussions or negotiate with any person or entity in
furtherance of such inquiries or to obtain a Competing Transaction, or agree to
or endorse any Competing Transaction or withdraw or modify or propose publicly
to withdraw or modify the approval or recommendation of the Board of Directors
of Xxxxxx of the Merger Agreement, the tender of Shares pursuant to the Share
Exchange (as such term is defined in the Merger Agreement), the Merger or any
other transaction contemplated by the Merger Agreement, or authorize or permit
any person to take any such action, and the Stockholder shall notify Xxxxxx and
Parent orally (within one (1) business day) and in writing (as promptly as
practicable) after receipt by any officer or director of the Stockholder or any
investment banker, financial advisor or attorney retained by the Stockholder, of
any inquiry concerning, or proposal for, a Competing Transaction, or of any
request for nonpublic information relating to Xxxxxx or any of its subsidiaries
either in connection with such an inquiry or proposal or when such request for
nonpublic information could reasonably be expected to lead to such a proposal;
provided, however, that nothing in this Agreement shall be deemed to limit the
actions that may be taken by any partner, manager, employee, agent or other
representative of the Stockholder solely in their capacity as a director of
Xxxxxx or otherwise to modify Section 6.05 of the Merger Agreement.
Section 7. Drafting and Representation. The parties have participated
jointly in the negotiation and drafting of this Agreement. No provision of this
Agreement will be interpreted for or against any party because that party or his
or its legal representative drafted the provision.
Section 8. No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with his or its obligations hereunder, and any custom or practice
of the parties at variance with the terms hereof, shall not constitute a waiver
by such party of his or its right to exercise any such or other right, power or
remedy or to demand such compliance.
Section 9. No Partnership, Agency, or Joint Venture. This Agreement is
intended to create, and creates, a contractual relationship and is not intended
to create, and does not create, any agency, partnership, joint venture or any
like relationship between the parties hereto.
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Section 10. Entire Agreement. This Agreement embodies the entire
agreement and understanding among the parties relating to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter other than the Merger Agreement and any other agreement, document
or instrument expressly referenced therein.
Section 11. Expenses. Except as may be otherwise provided in this
Agreement or the Merger Agreement, each party shall bear his or its own expenses
incurred in connection with this Agreement and the transactions contemplated
hereby.
Section 12. Invalid Provisions. If any provision of this Agreement
shall be invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or unenforceability only, without
it affecting the remaining provisions of this Agreement.
Section 13. Specific Performance. The parties hereto agree that the
failure for any reason of a Stockholder to perform any of his or its agreements
or obligations under this Agreement would cause irreparable harm or injury to
Quadrangle with respect to which money damages would not be an adequate remedy.
Accordingly, the Stockholder agrees that, in seeking to enforce this Agreement
against the Stockholder, Quadrangle shall be entitled to specific performance
and injunctive and other equitable relief in addition to any other remedy
available at law, equity or otherwise.
Section 14. GOVERNING LAW; SUBMISSION TO JURISDICTION. THE AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO
IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF
BROUGHT BY ANY OTHER PARTY HERETO OR ITS SUCCESSORS OR ASSIGNS SHALL BE BROUGHT
AND DETERMINED IN THE STATE AND FEDERAL COURTS OF THE STATE OF DELAWARE, AND
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH
ACTION OR PROCEEDING FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY
WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT, ANY CLAIM (A) THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF THE AFORESAID COURTS FOR ANY REASON,
(B) THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH
COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH
SERVICE OF JUDGMENT, EXECUTION OF JUDGMENT, OR OTHERWISE), AND (C) TO THE
FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, THAT (I) THE SUIT, ACTION OR
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PROCEEDING IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE OF
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER AND (III) THIS AGREEMENT, OR THE
SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS.
Section 15. WAIVER OF JURY TRIAL. THE STOCKHOLDER HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT HE OR IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. STOCKHOLDER (I) CERTIFIES THAT
NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT HE OR IT HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE CONSIDERATION
RECEIVED BY SUCH STOCKHOLDER IN RESPECT OF THE SHARES PURSUANT TO THE MERGER AND
AS CONTEMPLATED BY THE MERGER AGREEMENT.
Section 16. Amendments; Termination.
(a) This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by all parties hereto.
(b) Except for provisions of this Agreement that by their terms
survive the termination hereof, the provisions of this Agreement shall terminate
upon the earliest to occur of (i) the consummation of the Contemplated
Transactions and (ii) the termination of the Merger Agreement in accordance with
its terms.
Section 17. Additional Shares. If, after the date hereof, the
Stockholder or any of its affiliates acquires beneficial or record ownership of
any additional shares of capital stock of Xxxxxx (any such shares, "Additional
Shares"), including, without limitation, upon exercise of any option, warrant or
right to acquire shares of capital stock of Xxxxxx or through any stock dividend
or stock split, the provisions of this Agreement applicable to the Shares shall
thereafter be applicable to such Additional Shares as if such Additional Shares
had been Shares as of the date hereof. The provisions of the immediately
preceding sentence shall be effective with respect to Additional Shares without
action by any person or entity immediately upon the acquisition by any
Stockholder or its affiliates of beneficial ownership of such Additional Shares.
The Stockholder shall cause any affiliate that acquires Additional Shares to
enter into a written joinder to this Agreement in form and substance
satisfactory to Quadrangle.
Section 18. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective legal successors (including, in the case of any individual
Stockholder or any other individual, any executors, administrators, estates,
legal representatives and heirs of the Stockholder or such individual) and
permitted assigns; provided, however, that, except as otherwise provided in this
Agreement, no party may assign, delegate or otherwise transfer any of its rights
or obligations, under this Agreement, without (a) the consent of Quadrangle, in
the case of the Stockholder, or (b) the
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consent of the Stockholder, in the case of Quadrangle. Without limiting the
scope or effect of the restrictions on Transfer set forth in Section 2, the
Stockholder agrees that this Agreement and the obligations hereunder shall
attach to the Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of such Shares shall pass, whether by operation of
law or otherwise. The Stockholder shall not seek to avoid, nor cause or permit
to be impaired, its obligations under this Agreement by means of any
dissolution, merger, combination, liquidation or other comparable transaction or
corporate act, and shall maintain its status as an entity duly organized and in
good standing in its jurisdiction of organization.
Section 19. Counterparts. This Agreement may be executed in any number
of counterparts, all of which, when taken together, shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party. The parties also expressly agree
that this Agreement may be executed by original signatures delivered by
facsimile.
[Remainder of page intentionally left blank; signature page follows]
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The undersigned have executed this Agreement intending to be bound
hereby as of the date first written above.
STOCKHOLDER:
SAIC VENTURE CAPITAL CORPORATION
------------------------------------
By:
Title:
Address for notices:
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxx Xxxxx
With a copy to: Xxxxx X. Xxxxxx
Facsimile number: (000) 000-0000
Electronic mail address: Xxxx.x.Xxxxx@xxxx-xxx.xxx
QUADRANGLE CAPITAL PARTNERS LP
By: Quadrangle GP Investors LP, its General
Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: --------------------------
Name: --------------------
Title:--------------------
QUADRANGLE SELECT PARTNERS LP
By: Quadrangle GP Investors LP, its General
Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: --------------------------
Name: --------------------
Title:--------------------
QUADRANGLE CAPITAL PARTNERS-A LP
By: Quadrangle GP Investors LP, its General
Partner
By: Quadrangle GP Investors LLC,
its General Partner
By: --------------------------
Name: --------------------
Title:--------------------
Address for Notices for above signatories:
Quadrangle Group LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Administrative Officer
Facsimile number: (000) 000-0000
with a copy (which shall not constitute
notice) to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxx, Esq.
Facsimile number: (000) 000-0000
Electronic mail address: xxxxx.xxxxxx@xxxx.xxx
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Exhibit A
Shares Held by Stockholder
Common Stock,
par value $0.001 per share, of Xxxxxx: 2,246,615
---------
Series F Convertible Preferred Stock,
par value $0.001 per share, of Xxxxxx: 67,604
---------
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