WGM DRAFT 05.03.02
TELIA AB (PUBL),
WARBURG, XXXXXX EQUITY PARTNERS, L.P.,
WARBURG, XXXXXX VENTURES INTERNATIONAL, X.X.
XXXXXXX, XXXXXX NETHERLANDS EQUITY PARTNERS I, C.V.,
WARBURG, XXXXXX NETHERLANDS EQUITY PARTNERS II, C.V.,
WARBURG, XXXXXX NETHERLANDS EQUITY PARTNERS III, C.V.,
XXXXXXX XXXXX HOLDING LIMITED
AND
NETIA HOLDINGS S.A.
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TERMINATION AGREEMENT
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CONTENTS
Section Page
1. Definitions............................................................3
2. Termination............................................................5
3. Standstill.............................................................7
4. Confidentiality........................................................7
5. Arbitration And Dispute Resolution.....................................7
6. Representations And Warranties.........................................7
7. Miscellaneous..........................................................9
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into on
and as of _____, 2002 by and among (i) NETIA HOLDINGS S.A., (formerly R.P.
Telekom S.A.), a company organized and existing under the laws of the Republic
of Poland with its headquarters at ul. Poleczki 13, 02-822 Warsaw, Poland (the
"Company"), (ii) TELIA AB (publ), a company organized under the laws of the
Kingdom of Sweden ("Telia") and (iii) (a) WARBURG, XXXXXX EQUITY PARTNERS, L.P.,
a Delaware limited partnership ("WPEP"), (b) WARBURG, XXXXXX VENTURES
INTERNATIONAL, L.P., a Bermuda limited partnership ("WPVI"), (c) WARBURG PINCUS
NETHERLANDS EQUITY PARTNERS I, C.V., a Dutch limited partnership ("WPNE I"), (d)
WARBURG PINCUS NETHERLANDS EQUITY PARTNERS II, C.V., a Dutch limited partnership
("WPNE II"), (e) WARBURG PINCUS NETHERLANDS EQUITY PARTNERS III, C.V., a Dutch
Limited partnership ("WPNE III") and (f) XXXXXXX XXXXX HOLDING LIMITED, a Cyprus
company and the Permitted Controlled Affiliate Transferee (as defined herein) of
WPEP, WPVI, WPNE I, WPNE II AND WPNE III ("WNHL" and, together with WPEP, WPVI,
WPNE I, WPNE II and WPNE III, the "WP Entities" and each individually a "WP
Entity"). Telia and the WP Entities are collectively referred to as the
"Shareholders" and each individually a "Shareholder", and the Company and the
Shareholders are collectively referred to as the "Parties" and each individually
a "Party".
WITNESSETH
WHEREAS, the Company and the Shareholders are parties to various
shareholders' agreements which set forth their mutual understandings regarding
the relations among them, and their respective rights and obligations, with
respect to the Company;
WHEREAS, the Company and the Shareholders desire to terminate such
shareholders' agreements in their entirety as stated herein subject to reaching
agreement on a capital restructuring of the Company;
NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. DEFINITIONS
1.1 In this Agreement:-
"Affiliate Transferee" has the meaning given to it in the Shareholders'
Agreement # 2;
"business day" means a day other than a Saturday or Sunday or public
holiday in Warsaw;
"Chase" shall have the meaning ascribed to it in the Restructuring
Agreement;
"CLEC" shall mean a facilities based, fixed-line telecommunications company
with operations in Poland that derives a majority of its revenues from
voice telephony services;
"Consenting Noteholders" shall have the meaning ascribed to it in the
Restructuring Agreement;
"Control" shall mean the right to exercise, directly or indirectly, more
than 50% of the voting rights attributable to the shares of the controlled
entity, or the possession of the power to direct, or cause the direction
of, the management or policies of the controlled entity;
"Encumbrance" means a mortgage charge, pledge, lien, option, restriction,
right of first refusal, right of pre-emption, third-party right or
interest, other encumbrance or security interest of any kind, or another
type of preferential arrangement (including, without limitation, a title
transfer or retention arrangement) having similar effect;
"International Telecommunication Services" shall mean (A) transmission of
signals from/to local/domestic networks in Poland, via break-in/break-out
points located along any cable used (whether owned, leased or otherwise) by
Telia and across the Polish border, and (B) connection of dark fibers in
Poland to fibers in any cable used (whether owned, leased or otherwise) by
Telia in Poland with ending points located outside the territory of Poland;
"International Wholesale Business" shall mean International
Telecommunication Services supplied to: (i) telecommunication operators,
(ii) other service providers, and (iii) multinational corporate retail
customers carrying out business activities in Poland and whose principal
centres of operations are located outside Poland and (iv) the company Agora
SA;
"New Notes" shall have the meaning ascribed to it in the Restructuring
Agreement;
"Restructuring Agreement" means a restructuring agreement dated as of 5
March 2002 among NETIA SOUTH SP. Z O.O, NETIA TELEKOM S.A., NETIA HOLDINGS
B.V., NETIA HOLDINGS II B.V, NETIA HOLDINGS III B.V, each of the
"Consenting Noteholders" (as defined in that restructuring agreement),
JPMORGAN CHASE BANK and the Parties to this Termination Agreement providing
for a restructuring of the Company's capital and debt, together with all
exhibits and attachments to that restructuring agreement and all
modifications and amendments to that restructuring agreement for the time
being in force; "Shares" means the ordinary shares of the Company;
"Restructuring Shares" shall have the meaning ascribed to it in the
Restructuring Agreement;
"Shareholders' Agreement #1" means the Amended and Restated Post-IPO
Shareholders' Agreement #1 between the Company and the Shareholders dated
July 13, 2000;
"Shareholders' Agreement #2" means the Post IPO Shareholders' Agreement #2
between the Company, the Shareholders and certain other shareholders in the
Company
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who have since disposed of their shares in the Company and have therefore
ceased to be parties thereto, dated August 3, 1999;
"Shareholders' Agreements" means together the Shareholders' Agreement #1
and the Shareholders' Agreement #2;
"Target" shall mean any one or more companies (or group of companies, as
the case may be) involved in a transaction as referred to in Section 2.5
(iii) below other than Telia; and
"Transfer" means a sale, assignment, gift, placement in trust (voting or
otherwise) or transfer by operation of law of, creation of an Encumbrance
on, or any other disposal (directly or indirectly and whether or not
voluntary), and includes any transfer by will or intestate succession.
1.2 In this Agreement, a reference to a Section or Schedule, unless the context
otherwise requires, is a reference to a Section of or Schedule to this
Agreement.
1.3 The headings in this Agreement do not affect its interpretation.
2. TERMINATION OF SHAREHOLDERS' AGREEMENTS
2.1 With effect from and conditional upon completion of an Agreed Capital
Restructuring (as defined hereinafter) it is agreed that:
2.1.1 the Shareholders' Agreements shall terminate; and
2.1.2 except as otherwise provided in this Section 2, all of the Parties
shall be released from any and all liabilities under the
Shareholders' Agreements and the Parties waive all rights and claims
under the Shareholders' Agreements.
2.2 For the purpose of this Agreement an "Agreed Capital Restructuring" means a
restructuring of the Company's capital and debt pursuant to the
Restructuring Agreement. For the purpose of Section 2 and 7.10 hereof an
Agreed Capital Restructuring shall be regarded as completed upon the
fulfillment of the two conditions referred to in Section 2.1(e) of the
Restructuring Agreement.
2.3 At the date of signing this Termination Agreement the Parties confirm that
they are not aware of any breach of contract, claim or dispute arising out
of or in connection with the options in favour of the WP Entities under
(and as defined in) the Shareholders' Agreements.
2.4 No action or forbearance by Telia in accordance with Restructuring
Agreement shall be deemed to be an "action" which triggers any option in
favour of the WP Entities under the Shareholders' Agreements.
Notwithstanding any other provisions of this Agreement, this Section 2.4
shall survive the termination of this Agreement.
2.5 For a period of one (1) year from when the Restructuring Shares and New
Notes are available for receipt by the Consenting Noteholders and JPMorgan,
neither Telia nor any entity under its Control, shall acquire any interest
in any entity which (i) own, manage,
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operate, join, control or participate in; (ii) is compensated by or invest
in any telecommunication entity engaged in; or (iii) is otherwise engaged
in any telecommunications activities (such as fixed line, cellular,
value-added, CPE, and content provisions such as CATV) competing with those
of the Company in the territory of the Republic of Poland, other than the
Company; provided, however, that the preceding restriction shall not apply
to (i) any acquisitions by Telia (or any entity under its Control) with
respect to entities primarily involved in "International Wholesale
Business"; (ii) any activities of any businesses of Telia (or any entity
under its Control) where such activities would not constitute a breach of
the Post IPO Shareholders Agreement # 2; (iii) the activities of any entity
coming under the direct or indirect ownership of Telia in any strategic
transaction where such Polish activities would represent no more than 20 %
of the value of the Target (where more than one Target is involved in such
transaction, the threshold value shall be calculated as a percentage of the
aggregate value of the Targets). This Section 2.5 shall not in anyway be
enforceable by, or create any legal rights or remedies for the benefit of,
the WP Entities and may be amended and terminated by agreement between
Telia and the Company without any approval or consent by the WP Entities.
2.6 Notwithstanding the termination in full of the Shareholders' Agreements as
provided in Section 2.1 above, during the period commencing on the date of
execution of this Agreement and ending on the earlier to occur of (i) 180
days after the date of such execution or (ii) the completion of the Agreed
Capital Restructuring, the WP Entities, or any of them, shall not make an
investment in any CLEC without first having offered Netia the opportunity
to co-invest with the investing WP Entity (or Entities) in such CLEC on the
same economic terms as those offered to such WP Entity or Entities, subject
only to such reasonable constraints, based upon competitive or regulatory
concerns, as may be required by the CLEC investee company on the
shareholder or contractual rights attaching to such an investment in the
hands of Netia. The WP Entities will effect any such co-investment
opportunity by providing Netia with notice of the proposed investment as
soon as the terms thereof are reasonably final, which notice shall contain
details of the proposed investment, whereupon Netia will have thirty (30)
days in which to respond to the WP Entity as to whether or not it elects to
participate in such investment. This Section 2.6 shall not in anyway be
enforceable by, or create any legal rights or remedies for the benefit of,
Telia and may be amended and terminated by agreement between the WP
Entities and the Company without any approval or consent by Telia.
2.7 Notwithstanding the termination in full of the Shareholders' Agreements as
provided in Section 2.1 above, the provisions of Section 4
(Confidentiality) of Shareholders' Agreement #1 and Section 3
(Confidentiality) of Shareholders' Agreement #2, shall survive the
termination of such Shareholders' Agreements and shall continue in effect
with respect to each of Telia and the WP Entities, as originally
contemplated, until the second anniversary of the date on which Telia or
the WP Entities, as the case may be, cease to be a shareholder of Netia.
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3. STANDSTILL
For the term of this Agreement until completion of an Agreed Capital
Restructuring none of the Shareholders shall Transfer any of its Shares in
the Company except for a transfer to its Affiliate Transferees or by the WP
Entities pursuant to Section 1.10 (iii) of the Shareholders' Agreement # 2
and provided that in each case the relevant transferee is bound by the
terms of this Agreement on the same terms as the relevant transferor.
4. CONFIDENTIALITY
4.1 The Parties recognise that the execution or implementation of this
Agreement may trigger various disclosure obligations for the Parties. The
Parties shall use their best efforts to coordinate any such disclosure;
provided, however, that each Party shall be at liberty to make such
disclosures as it may be obligated to do.
5. ARBITRATION AND DISPUTE RESOLUTION
5.1 The Parties desire that this Agreement operate between them fairly and
reasonably. If during the term of this Agreement, a dispute arises between
the Parties, or one Party perceives the other as acting unfairly or
unreasonably, or a question of interpretation arises under this Agreement,
then the Parties shall promptly confer and exert their best efforts in good
faith to reach a reasonable and equitable resolution of the issue. If the
disputing Parties are unable to resolve the issue within twenty (20)
business days, the matter shall be resolved in accordance with Section 5.2
of this Agreement.
5.2 In the event the disputing Parties are unable to resolve any dispute
hereunder by the procedures set forth in Section 5.1, such dispute shall be
finally settled by arbitration in accordance with the Rules of Arbitration
of the United Nations Commission on International Trade Law (the "UNCITRAL
Arbitration Rules") in effect on the date of this Agreement. The number of
arbitrators shall be three (3). Each of the disputing Parties shall appoint
one (1) arbitrator and they shall jointly appoint the third arbitrator. The
third arbitrator shall be chairman of the arbitral tribunal. The President
(Prezes) of the Polish Chamber of Commerce (Krajowa Izba Gospodarcza) in
Warsaw shall act as the "appointing authority" under the UNCITRAL
Arbitration Rules if either disputing Party fails to appoint an arbitrator
or if they both fail to appoint jointly the third arbitrator within the
limits specified in the UNCITRAL Arbitration Rules. The place of
arbitration shall be Warsaw, Poland. The language to be used in the
arbitral proceeding shall be English. The disputing Parties shall equally
share the expenses of the arbitrator(s) and the administrative costs of the
arbitration proceedings, but each disputing Party shall bear its own costs
and expenses, including fees and expenses of its own legal counsel. The
pending of the arbitration proceeding shall not in and of itself relieve
either disputing Party from its duty to perform under this Agreement.
6. REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of the Company. The Company represents and
warrants to each of the Shareholders as follows:
6.1.1 The Company is duly organized, validly existing and in good standing
under the laws of the Republic of Poland, and has all requisite
corporate power and
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authority to enter into this Agreement and perform each and every
obligation required to be performed by it hereunder.
6.1.2 The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company of the transactions
contemplated under this Agreement have been duly and validly
authorized by all necessary corporate actions on the part of the
Company.
6.1.3 This Agreement has been duly executed and delivered by the Company
and, assuming this Agreement constitutes a valid and binding
obligation of the other parties hereto, constitutes a valid and
binding obligation of the Company enforceable in accordance with its
terms except as enforcement may be limited by bankruptcy, insolvency
or other similar laws and by equitable principles.
6.1.4 The execution and delivery of this Agreement by the Company does
not, and performance of this Agreement by the Company will not (i)
require the consent, approval or authorization of any person, entity
or public authority, (ii) conflict with the statutes of the Company
or give rise to a right to accelerate or terminate any agreement,
loan agreement, security instrument, deed of trust or other
regulation or other provision of law or, to the knowledge of the
Company, any order, judgement or other direction of any court or
tribunal of competent jurisdiction or (iii) give rise to any claim,
Encumbrance or restriction on any of the licenses or other assets of
the Company.
6.2 Representations and Warranties of the Shareholders. Each Shareholder,
severally and not jointly, represents and warrants to the Company and to
each of the other Shareholders as follows:
6.2.1 Such Shareholder is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, and
has all requisite corporate or other power and authority to enter
into this Agreement and perform each and every obligation required
to be performed by it hereunder.
6.2.2 The execution, delivery and performance of this Agreement by such
Shareholder and the consummation by such Shareholder of the
transactions contemplated under this Agreement have been duly and
validly authorized by all necessary corporate or other actions on
the part of such Shareholder.
6.2.3 This Agreement has been duly executed and delivered by such
Shareholder and, assuming the Agreement constitutes a valid and
binding obligation of the other parties hereto, constitutes a valid
and binding obligation of such Shareholder enforceable in accordance
with its terms, except as enforcement may be limited by bankruptcy,
insolvency or other similar laws and by equitable principles.
6.2.4 The execution and delivery of this Agreement by such Shareholder
does not, and the performance of this Agreement by such Shareholder
will not (i) require the consent, approval or authorization of any
person, entity or public authority, (ii) conflict with such
Shareholder's statutes, articles of association or other
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governing documents or give rise to a right to accelerate or
terminate any agreement, loan agreement, security instrument,
deed of trust or other regulation or other provision of law or,
to the knowledge of such Shareholder, any order, judgement or
other direction of any court or tribunal of competent
jurisdiction or (iii) give rise to any claim, Encumbrance or
restriction on any of the assets of such Shareholder.
7. MISCELLANEOUS
7.1 Notices. All notices or other communications required or permitted to be
given hereunder shall be (as elected by the person giving such notice) (i)
personally delivered with written confirmation of receipt, (ii) transmitted
by postage prepaid registered mail (airmail if international) or (iii)
transmitted by facsimile transmission and with postage prepaid mail
confirmation (airmail if international) to the Parties as follows:
7.2 Except as otherwise specified herein, all notices and other communications
shall be deemed to have been given on the date of receipt if delivered
personally or by mail or on the date of transmission with confirmed answer
back if transmitted by telecopy or telex, whichever shall first occur. Any
Party hereto may change its address for purposes hereof by written notice
to the other Parties in accordance with this Section 7.1.
Netia Holdings S.A.
Netia Holdings S.A.
ul. Poleczki 13
02-822 Warsaw
Poland
Attn: Xxxxx-Xxx Xxxx
Xxxxxxxxx: [48 22 496435]
Telephone: [00 00 000000]
With a copy to:
Xxxx, Gotshal & Xxxxxx
Xxx Xxxxx Xxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
Attn: Xxxxxxx Xxxxx
Xxxxxxxxx: 44 171 903 0990
Telephone: 00 000 000 0000
and to:
Xxxx, Gotshal & Xxxxxx LLP
Warsaw Financial Center
ul. Emilii Plater 53
00-113 Warsaw, Poland
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Attn: Xxxxx Xxxxxx
Facsimile: 00-00-000-0000
Telephone: 00-00-000-0000
The Shareholders:
Telia AB
Corporate Mergers & Acquisitions
SE-123 86 Farsta
Sweden
Attn: Xxxxxxx Xxxxx, Senior Vice President
Xxxxxxxxx: 46 8 604 7188
Telephone: 00 0 000 0000
With a copy to:
Telia AB, Corporate Legal Affairs
Attn: Xxx-Xxxxxx Xxxxxxx, General Counsel
SE-123 86 Farsta
Sweden
Facsimile: 46 8 94 64 70
Telephone: 00 0 000 0000
The WP Entities
Warburg Pincus & Co., LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
U.S.A.
Facsimile: 1 212 878 9351
Telephone: 0 000 000 0000
Attn: Xxxxxxx Xxxxxxx
With a copy to:
Warburg Pincus International LLC
Xxxxxx House
00 Xxxx Xxxxxx, Xx. Xxxxx'x
Xxxxxx XX0X 0XX
Xxxxxxx
Facsimile: 44 171 321 0881
Telephone: 00 000 000 0000
Attn: Xxxxxx Xxxxxx
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Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
U.S.A.
Facsimile: 1 212 728 8111
Telephone: 0 000 000 0000
Attn: Xxxxx X. Xxxxx
Xxxxxxx-Xxxxx, Xxxxxxxxxxxxx i wspolnicy
Clifford Chance Punder sp. k.
Norway House
ul. Lwowska 19
00-660 Warsaw
Poland
Facsimile: 48 22 627 14 66
Telephone: 00 00 000 00 00
Attn: Xxxx Xxxxxxxx
7.3 Effective Date; Entire Agreement; Amendments. Except where expressly stated
otherwise herein, this Agreement shall become effective upon signing. Under
the pain of nullity, this Agreement may be modified or amended only by an
instrument in writing signed by all Parties.
7.4 No Agency. Nothing in or arising out of this Agreement is to be taken as
constituting a partnership or agency relationship between the Parties, and
no Party shall have the right or authority to bind or commit the other in
any manner or for any purposes whatsoever, other than as expressly provided
for herein with respect to the Company.
7.5 Further Action. Each Party agrees to perform any further acts, give further
assurances and execute and deliver any further documents as may be
necessary or convenient to carry out the provisions and intent of this
Agreement.
7.6 No Waiver. No relaxation, forbearance, delay or indulgence by any Party in
enforcing any of the terms and conditions of this Agreement or the granting
of time by any Party to any other Party shall prejudice, affect or restrict
the rights and powers of such Party hereunder nor shall any waiver by any
Party or any breach hereof operate as a waiver of or in relation to any
subsequent or continuing breach hereof.
7.7 Governing Law; Construction. This Agreement and the rights of the Parties
hereunder shall be governed by and interpreted in accordance with the laws
of the Republic of Poland.
7.8 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original but both of which
shall constitute one and the same document.
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7.9 Costs and Reimbursements. Unless otherwise stated in this Agreement, all
expenses involved in the negotiation, preparation and consummation of this
Agreement shall be borne by the Party incurring such expenses.
7.10 Termination. This Agreement and the transactions contemplated hereunder
shall terminate:
7.10.1 If an Agreed Capital Restructuring has not been completed on or
before December 31, 2002.
7.10.2 If the Company, prior to (i) the completion of an Agreed Capital
Restructuring and (ii) December 31, 2002, is dissolved or liquidated
(voluntary or in bankruptcy).
The Parties may terminate this Agreement by unanimous written agreement.
7.11 Binding on Successors; Non-Assignability. This Agreement shall be binding
upon and inure to the benefit of each of the Parties and their respective
legal representatives, successors and permitted assigns; provided that no
Party may assign any rights or delegate any duties under this Agreement, in
whole or in part, without the prior written consent of the other Parties.
7.12 Severability. If any provision of this Agreement shall be determined by any
court of competent jurisdiction to be invalid or unenforceable, the
remainder of the Agreement other than the portion determined to be invalid
or unenforceable shall not be affected thereby, and each valid provision
thereof shall be enforced to the fullest extent permitted by law. The
Parties will, to the extent possible, modify such term or provision so that
such provision is no longer invalid or unenforceable.
7.13 Nature of Liability. The liability of each of the WP Entities is several
and not joint and no one of the WP Entities shall be liable in any way for
the acts or omissions of any other of the WP Entities.
7.14 Language. This Agreement has been concluded in English and Polish language
versions. In the case of any dispute as to the construction thereof, the
English language version shall prevail.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of
the day and year first above written.
NETIA HOLDINGS S.A.
By: /s/ Xxx Xxxxxxx
------------------------------------
Printed Name: _________________________
Title: _________________________________
By: /s/ Xxx Don-Xxxxxxx
------------------------------------
Printed Name: _________________________
Title: _________________________________
THE SHAREHOLDERS:
TELIA AB (publ)
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Printed Name: Xxxxxxxx Xxxxxx
Title: President and CEO
WARBURG, XXXXXX EQUITY PARTNERS, L.P.
By Warburg Pincus & Co., its General
Partner
By: /s/ Xxxxxx XxXxxxxx
------------------------------------
Name: Xxxxxx XxXxxxxx
Title: Partner
WARBURG, XXXXXX VENTURES INTERNATIONAL,
L.P.
By Warburg Pincus & Co., its General
Partner
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By: /s/ Xxxxxx Xx Xxxxxx
------------------------------------
Name: Xxxxxx Xx Xxxxxx
Title: Partner
WARBURG, XXXXXX NETHERLANDS EQUITY
PARTNERS I, C.V.
By Warburg Pincus & Co., its General
Partner
By: /s/ Xxxxxx XxXxxxxx
------------------------------------
Name: Xxxxxx XxXxxxxx
Title: Partner
WARBURG, XXXXXX NETHERLANDS EQUITY
PARTNERS II, C.V.
By Warburg Pincus & Co.,
its General Partner
By: /s/ Xxxxxx XxXxxxxx
------------------------------------
Name: Xxxxxx XxXxxxxx
Title: Partner
WARBURG, XXXXXX NETHERLANDS EQUITY
PARTNERS III, C.V.
By Warburg Pincus & Co.,
its General Partner
By: /s/ Xxxxxx XxXxxxxx
------------------------------------
Name: Xxxxxx XxXxxxxx
Title: Partner
XXXXXXX XXXXX HOLDING LIMITED
As a Permitted Controlled Affiliate
Transferee and a Shareholder
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Attorney
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