================================================================================
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
HAWAIIAN HOLDINGS, INC.
AND
THE INVESTOR SIGNATORY HERETO
DECEMBER 8, 2004
================================================================================
-i-
STOCK PURCHASE AGREEMENT
THIS AGREEMENT (including all exhibits and schedules) (the "Agreement")
is made as of December 8, 2004, by and between the investor signatory hereto
("Purchaser"), and Hawaiian Holdings, Inc., a Delaware corporation ("Company").
Unless otherwise provided, capitalized terms used herein are defined in Article
5 below.
WHEREAS, the Company owns directly and indirectly all of the issued and
outstanding capital stock of Hawaiian Airlines, Inc., a Hawaii corporation
("HAL").
WHEREAS, HAL is a debtor in a case (the "Bankruptcy Case") filed in the
United States Bankruptcy Court for the District of Hawaii (the "Bankruptcy
Court") (Case No. 03-00827) under Chapter 11 of Title 11 of the United States
Code, 11 U.S.C. xx.xx. 101, et seq. (the "Bankruptcy Code") on March 21, 2003
(the "Chapter 11 Case").
WHEREAS, on May 30, 2003, the U. S. Trustee's office with the approval
of the Bankruptcy Court, selected an initial trustee to serve as the trustee in
the Chapter 11 Case, who has since resigned and been replaced by a replacement
trustee (the "Trustee").
WHEREAS, the Company has not filed, and has not had filed against it, a
petition for reorganization, or any other form of relief under the Bankruptcy
Code, and, therefore, continues to operate outside of the jurisdiction of the
Bankruptcy Court.
WHEREAS, the Company, together with the Trustee, HAL and certain other
persons, are joint plan proponents of a joint plan of reorganization of HAL
filed with the Bankruptcy Court (the "Joint Plan").
WHEREAS, subject to the terms and conditions set forth herein,
Purchaser desires to acquire from the Company, _______ number of shares (the
"Acquired Stock") of common stock, par value $.01 per share of the Company (the
"Common Stock"), and the Company desires to sell to Purchaser the Acquired Stock
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
PURCHASE AND SALE OF STOCK
1.1 Purchase and Sale of Acquired Stock
At the Closing, upon the terms and subject to the conditions set forth
in this Agreement, the Company shall issue, sell, assign, transfer and convey to
Purchaser, and Purchaser shall purchase and acquire from the Company, the
Acquired Stock.
1.2 Purchase Price
The aggregate purchase price for the Acquired Stock (the "Purchase
Price") is ___________ Dollars ($_____________).
1.3 Manner of Payment of Purchase Price
At the Closing, Purchaser shall pay the Purchase Price by wire transfer
of immediately available funds to the Company, made to such bank account or
accounts as the Company shall specify by written notice to Purchaser delivered
in sufficient time to allow for the transfer to be so made in the ordinary
course.
1.4 Time and Place of Closing
The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at the offices of the Company at 10:00 A.M. on the
date this Agreement is executed and delivered by the parties hereto or on such
other date as is mutually agreeable to Purchaser and the Company. The date of
the Closing is herein referred to as the "Closing Date."
1.5 Manner of Delivery of Shares
At the Closing, the Company shall deliver to Purchaser an irrevocable
instruction letter to its transfer agent to issue to Purchaser a stock
certificate representing all of the Acquired Stock (the "Instruction Letter").
1.6 Registration Rights.
(a) The Company shall use its best efforts to register the Acquired
Stock as soon as practicable following the later to occur of: (i) the Company
becoming compliant with all SEC reporting requirements relating to late or
delinquent periodic reports and (ii) the emergence of HAL from bankruptcy. So
long as the Purchaser owns any of the Acquired Stock, in the event that the
Company files a registration statement under the Securities Act (other than a
Registration Statement on Form S-4 or S-8 (or any substitute form that may be
adopted by the SEC)), then the Company shall give prompt written notice of such
proposed filing to the Purchaser as soon as practicable (but in no event less
than fifteen (15) days before the anticipated filing date), and such notice
shall offer the Purchaser the opportunity to register such number of shares of
the Acquired Stock as the Purchaser may request (which request shall specify the
Acquired Stock intended to be disposed of by the Purchaser and the intended
method of distribution thereof). In addition, if such registration involves an
underwritten offering, the Company shall use its best efforts to cause the
managing underwriter or underwriters to permit the Acquired Stock requested to
be included in a Piggy-Back Registration to be included on the same terms and
conditions as any similar securities of the Company or any other security holder
included therein and to permit the sale or other disposition of such shares of
the Acquired Stock in accordance with the intended method of distribution
thereof. Notwithstanding the foregoing, the Company shall be under no obligation
to give any notice pursuant to this Section 1.6 or to include in any
2
such registration any Acquired Stock if the shares of Acquired Stock are freely
saleable by the Purchaser pursuant to Rule 144(k) under the Securities Act.
(b) All registration expenses (including legal fees) in connection with
the registrations contemplated by this Section 1.6 shall be borne by the
Company, but all selling expenses of the Purchaser (including broker fees,
underwriting commissions and the cost of any special legal counsel representing
the Purchaser) shall be borne by the Purchaser.
(c) In the event the registration in which the Acquired Stock is to be
included is to be underwritten, the Company shall advise the Purchaser as to the
Maximum Includable Shares (as hereinafter defined), as soon as practicable. If
the total number of shares of Common Stock proposed to be included in such
registration statement is in excess of the Maximum Includable Shares, the number
of shares of Common Stock to be included within the coverage of such
registration statement shall be reduced to the Maximum Includable Shares as
follows:
no reduction shall be made in the number of shares of
Common Stock to be registered for the account
of the Company; and
the Purchaser's Acquired Stock and the shares of any
other selling shareholder or participant shall
be reduced to a number of shares of Common
Stock determined by multiplying (x) the number
of shares of Common Stock the Purchaser or such
selling shareholder proposes to be included in
such registration statement by (y) the Maximum
Includable Shares (less the number of shares of
Common Stock to be registered for the account
of the Company), and dividing the resulting
number by (z) the aggregate number of shares of
Common Stock proposed to be included in such
registration statement by such shareholder or
participant and all other shareholders and
participants whose shares are being included in
the registration statement.
As used herein, "Maximum Includable Shares" shall mean the maximum number of
shares of Common Stock that a managing or principal underwriter, in its good
faith judgment, deems practicable to offer and sell at that time in a firm
commitment underwritten offering without materially adversely affecting the
marketability or price of the shares of Common Stock to be offered.
3
ARTICLE 2
CLOSING AND DELIVERIES
2.1 Deliveries at Closing
(a) Company Deliveries. At the Closing the Company shall deliver or
shall have previously delivered or otherwise made available to Purchaser each of
the following:
(i) An Officer's Certificate certifying as of the Closing Date
(A) the certificate of incorporation of the Company and all amendments
to date, and (B) the bylaws of the Company, as amended to date;
(ii) the Instruction Letter; and
(iii) a certificate of the Secretary of State of the State of
Delaware that the Company is in good standing.
Purchaser may waive any deliveries specified in this Section 2.1 if it
executes a writing so stating.
2.2 Purchaser's Deliveries
At the Closing, Purchaser shall deliver the Purchase Price
payable in accordance with Section 1.3 of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY
The Company represents and warrants to Purchaser that:
3.1 Organization and Corporate Power
The Company is a corporation duly organized, validly existing and in
good standing under the laws of Delaware. The Company has all requisite
corporate power to own its properties and to carry on its business as it is now
being conducted and is duly licensed or qualified to do business in each
jurisdiction in which the nature of its business or the ownership or leasing of
its properties makes such license or qualification necessary.
3.2 Authority
The Company has all requisite corporate power and authority (a) to
execute and deliver this Agreement and the other Acquisition Documents to which
it is a party, and, (b) to perform its obligations hereunder (including, without
limitation, all right, power, capacity and authority to issue, sell, transfer
and convey the Acquired Stock as provided by this Agreement,
4
subject to applicable federal and state securities law restrictions). This
Agreement constitutes a valid and binding obligation of the Company, enforceable
in accordance with its terms, except as enforceability may be limited by
bankruptcy laws, similar laws of debtor relief and general principles of equity.
3.3 No Violations
Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby by the Company, will
violate (i) any confidentiality agreement, (ii) any Applicable Law, or (iii) any
material provision of the charter or bylaws of the Company.
3.4 Consents
Except for the approval by the American Stock Exchange of the
Company's additional listing application relating to the Acquired Stock, no
permit, consent, approval or authorization of, or declaration to or filing with,
any Governmental Authority is required in connection with any of the execution,
delivery or performance of this Agreement by the Company or the consummation of
the Company of any other transaction contemplated hereby.
3.5 Valid Offering
(a) Upon issuance of the Acquired Stock pursuant to this Agreement, the
Acquired Stock will be duly and validly issued, fully paid and non-assessable,
and the Purchaser will receive good title thereto, free and clear of all
Encumbrances except (i) under the provisions of applicable federal and foreign
and state securities law and (ii) as a result of acts of the Purchaser.
(b) The Company has not taken any action that would result in the
offering and sale of the Acquired Stock pursuant to this Agreement being treated
as a public offering rather than a valid private offering under applicable law.
3.6 Brokerage
There are no claims for brokerage commissions, finders' fees
or similar compensation in connection with the transactions contemplated by this
Agreement based on any agreement made by or on behalf of the Company, except
that the Company has an agreement to pay a fee to Imperial Capital LLC for
facilitating the transactions contemplated by this Agreement. The Company is
solely responsible for this fee payment to Imperial Capital LLC and shall
indemnify the Purchaser against any successful claim for compensation in respect
thereof or for any other successful claim for similar compensation by any other
person.
5
ARTICLE 4
REPRESENTATIONS AND WARRANTIES CONCERNING PURCHASER
Purchaser represents and warrants to the Company that:
4.1 Capacity; Authority
Purchaser is (i) an individual with full capacity, power and authority
to enter into this Agreement and perform its obligations hereunder or (ii) an
entity with full power and authority to enter into this Agreement and perform
its obligations hereunder.
4.2 Authorization
This Agreement constitutes a valid and binding obligation of Purchaser,
enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy laws, similar laws of debtor relief and general principles
of equity.
4.3 No Violation
Neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby by the Purchaser, will
violate (i) any confidentiality agreement, or (ii) any Applicable Law.
4.4 Consents
Except for any consent described in Schedule 4.4, no permit, consent,
approval or authorization of, or declaration to or filing with, any Governmental
Authority is required in connection with any of the execution, delivery or
performance of this Agreement by the Purchaser or the consummation of the
Purchaser of any other transaction contemplated hereby.
4.5 Brokerage
There are no claims for brokerage commissions, finders' fees or similar
compensation in connection with the transactions contemplated by this Agreement
based on any arrangement or agreement made by or on behalf of Purchaser.
4.6 Availability of Funds
Purchaser has sufficient funds available on hand to enable Purchaser to
consummate the transactions contemplated hereby and to permit Purchaser to
timely perform all of its obligations under this Agreement.
6
4.7 Part 121 Certificate
Purchaser has not been denied a Part 121 certificate by the Department
of Transportation.
4.8 U.S. Resident
Purchaser is a citizen of the United States within the meaning of 49
U.S.C. 40102(a)(15)(C).
4.9 Knowledge of Appointment of Trustee for HAL.
Purchaser acknowledges that the Company has not been involved in the
management of HAL since the Trustee was appointed, that the Trustee has, to a
significant extent, eliminated the Company's interaction with the employees of
HAL, and that the Trustee provides to the Company only limited information
relating to HAL's business, operations, assets, liabilities, financial condition
or results of operation which is not otherwise provided by the Trustee to the
public on xxxx://xxx.xxxxxxxxxxxxxxxx.xxx.
4.10 Knowledge of Certain Conditions to Joint Plan and Other Matters.
Purchaser acknowledges that (i) HAL is litigating certain tax issues
with the Internal Revenue Service as part of the Bankruptcy Case and that the
successful resolution of such issues are a condition precedent to the
effectiveness of the Joint Plan; (ii) the Joint Plan is subject to HAL reaching
satisfactory resolution of new collective bargaining agreements with its labor
unions and (iii) a competing plan has been filed in the Bankruptcy Case (the
"Xxxxx Plan"), and there can be no assurance of the outcome of any of such
matters or that the Joint Plan will be confirmed and implemented.
4.11 Knowledge and Experience.
The Purchaser is a sophisticated investor with a past history of
investing in entities in bankruptcy or in entities with subsidiaries in
bankruptcy and has sufficient knowledge and experience in financial and business
matters to be capable of evaluating the merits, risks and suitability of an
unregistered, non-liquid investment such as an investment in the Company, and
has evaluated the merits, risks and suitability of such an investment. The
Purchaser has expertise in, and is not relying on the Company with respect to,
the corporate, Tax, legal, regulatory, bankruptcy and economic considerations
involved in its investment in the Company. The Purchaser understands that the
offer and sale of the Acquired Stock has not been approved or disapproved by the
SEC or any other Governmental Authority. The Purchaser is dealing with the
Company on a professional arms-length basis and neither the Company nor any of
its affiliates or representatives is acting as a fiduciary or advisor to the
Purchaser with respect to this Agreement or any of the transactions contemplated
hereby.
4.12 Accredited Investor; Securities Law Restrictions.
Purchaser is an "accredited investor" (as defined in Rule 501(a)(5)
under the Securities Act) and is acquiring the Acquired Stock hereunder for its
own account. Purchaser is
7
purchasing the Acquired Stock for investment purposes and not with a view to
offer or sale thereof in connection with any public distribution or in any other
manner that would violate the Securities Act or the securities or blue sky laws
of any state or of any foreign jurisdiction or require registration thereunder.
Purchaser will not offer or sell or otherwise dispose of any of the Acquired
Stock so purchased in violation of the Securities Act or the Exchange Act.
Purchaser understands that the Acquired Stock is being offered and sold in
reliance upon specific exemptions from the registration requirements of federal
and state securities laws and that the Company is relying upon the truth and
accuracy of the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions. The Purchaser
understands and agrees that the Acquired Stock has not been registered under the
Securities Act, or any foreign or state securities laws and that, accordingly,
will not be transferable except as permitted under various exemptions contained
in the Securities Act, foreign or state securities laws, or upon satisfaction of
the registration and prospectus delivery requirements of the Securities Act. The
Purchaser acknowledges and agrees that it must bear the economic risk of the
Acquired Stock it is acquiring hereunder for an indefinite period of time
because such stock has not been registered under the Securities Act and
therefore cannot be transferred unless subsequently registered or an exemption
from registration is available.
4.13 No other Representations or Warranties.
No representations or warranties have been made to the Purchaser by the
Company or any director, officer, employee, agent or affiliate of the Company
other than the limited representations of the Company set forth herein and the
Purchaser understands, acknowledges and agrees that the Company makes no other
representations and warranties of any kind or nature, expressed or implied, all
of which are specifically disclaimed by the Company. The decision of the
Purchaser to purchase the securities being acquired by it pursuant hereto is
based on the information contained in this Agreement and the Purchaser's own
independent investigation of the Company. The Purchaser acknowledges that it has
had an opportunity to ask questions of the executive officers of the Company
with the full understanding that such executive officers were appointed to their
positions on June 14, 2004, and has received sufficient information to evaluate
its investment in the Company. The Purchaser has been, and will continue to be,
solely responsible for making its own independent appraisal of an investigation
into, and in connection with this Agreement and the transactions contemplated
hereby it has made such an independent appraisal of an investigation into, the
financial condition, creditworthiness, affairs, status and nature of the Company
and its related companies and it has not relied, and will not hereafter rely, on
the Company or any affiliate or representative of the Company with respect to
such matters or to update Purchaser with respect to such matters.
4.14 No Action Taken to Invalidate Private Placement.
The Purchaser has not taken any action that would result in the
offering of the Acquired Stock pursuant to this Agreement being treated as a
public offering rather than a valid private offering under applicable law.
8
ARTICLE 5
DEFINITIONS
5.1 Definitions
For purposes hereof, the following terms when used herein shall have
the respective meanings set forth below:
"Acquisition Documents" means, collectively, this Agreement, and all
agreements, instruments, certificates and other documents executed and delivered
in connection herewith or contemplated hereby.
"Applicable Law" means any Law or other legally enforceable obligation
imposed by a Governmental Authority in the applicable jurisdiction
"Business Day" means any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by law to be closed in the City of
New York.
"Encumbrances" means all options, proxies, voting trusts, voting
agreements, judgments, pledges, charges, escrows, rights of first refusal or
first offer, mortgages, indentures, claims, transfer restrictions, liens,
equities, security interests and other encumbrances of every kind and nature
whatsoever, whether arising by agreement, operation of law or otherwise.
"Governmental Authority" means any nation or government, any state,
municipality, or other political subdivision thereof and any entity, body,
agency, commission, department, board, bureau or court, whether domestic,
foreign, or multinational, exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government and any
executive official thereof.
"Law" means any statute, law, ordinance, regulation, decision or rule
of any Governmental Authority, whether foreign, federal, state, municipal, local
or otherwise.
"Officer's Certificate" means a certificate delivered by a
corporation's or limited liability the Company's president or its chief
financial officer, stating that the officer signing such certificate has made or
has caused to be made such investigations as are reasonably necessary in order
to permit him to verify the accuracy of the information set forth in such
certificate.
"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a Governmental Authority or any department, agency or political
subdivision thereof.
"Representatives" shall mean any officer, director, member,
shareholder, principal, attorney, agent, employee, banker, accountant,
consultant or other representative.
"Securities Act" means the Securities Act of 1933, as amended.
9
"SEC" means the Securities and Exchange Commission
"The Exchange Act" means Securities Exchange Act of 1934, as amended.
ARTICLE 6
MISCELLANEOUS
6.1 Press Releases and Communications.
Except as required by The Exchange Act or the rules of the American
Stock Exchange, no press release, public announcement or statement related to
this Agreement or the transactions contemplated herein, or any other
announcement or communication to the employees, customers or suppliers of the
Company or the Company, shall be issued or made by any party hereto without the
joint approval of Purchaser and the Company.
6.2 Expenses.
Except as otherwise expressly provided herein, each party shall pay all
of its own expenses (including without limitation attorneys', consultants and
accountants' fees and expenses) incurred in connection with the negotiation of
this Agreement, the performance of their respective obligations hereunder and
the consummation of the transactions contemplated by this Agreement (whether
consummated or not).
6.3 Notices.
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 personally delivered, delivered by
Federal Express or similar overnight courier service. Notices, demands and
communications to Purchaser and the Company shall, unless another address is
specified in writing, be sent to the address indicated below:
with a copy (which shall
not constitute delivery
Notices to Purchaser: of notice) to:
-------------------- -------------
-------------------------
-------------------------
-------------------------
10
with a copy (which shall
not constitute delivery
Notices to the Company: of notice) to:
----------------------- ------------------------
Hawaiian Holdings, Inc. Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
c/o Ranch Capital LLC The Chrysler Building
00000 Xxxx Xxxxx Xxxxx, Xxxxx 000 000 Xxxxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000 Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, Esq.
Attn: Xxxxxxxx Xxxxxxxxxx Tel: (000) 000-0000
Fax: (000) 000-0000
Tel.: (000) 000-0000
Fax: (000) 000-0000
6.4 Assignment
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
and assigns, except that neither this Agreement nor any of the rights, interests
or obligations hereunder may be assigned by Purchaser or the Company without the
written consent of the other party, such consent not to be unreasonably
withheld.
6.5 Severability
Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction. If the final judgment of a court of competent
jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the parties hereto agree that the court making the determination
of invalidity or unenforceability shall have the power to reduce the scope,
duration or area of the term or provision, to delete specific words or phrases
or to replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified after the expiration of the time within
which the judgment may be appealed.
6.6 No Strict Construction
The language used in this Agreement shall be deemed to be the language
chosen by the parties hereto to express their mutual intent, and no rule of
strict construction shall be applied against any Person.
6.7 Amendment and Waiver
Any provision of this Agreement or the Exhibits or Schedules attached
hereto may be amended or waived only in writing signed by Purchaser and the
Company. No waiver of any provision hereunder or any breach or default thereof
shall extend to or affect in any way any other provision or prior or subsequent
breach or default.
11
6.8 Complete Agreement
This Agreement and the documents referred to herein contain the
complete agreement between the parties hereto and supersede any prior
understandings, agreements or representations by or between the parties, written
or oral, which may have related to the subject matter hereof in any way.
6.9 Counterparts
This Agreement may be executed in multiple counterparts, any one of
which need not contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same instrument.
6.10 Governing Law
All matters relating to the interpretation, construction, validity and
enforcement of this Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Delaware without giving effect to any
choice or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdiction) that would cause the application of laws of any
jurisdiction other than the State of Delaware.
6.11 Submission to Jurisdiction
All actions or proceedings arising in connection with this Agreement
may be tried and litigated in the state or federal courts located in the State
of Delaware. Each party hereby waives any right it may have to assert the
doctrine of forum non conveniens or similar doctrine or to object to venue with
respect to any proceeding brought in accordance with this paragraph, and
stipulates that the state and federal courts located in the State of Delaware
shall have in persona jurisdiction over each of them for the purpose of
litigating any such dispute, controversy, or proceeding. Each party hereby
authorizes and accepts service of process sufficient for personal jurisdiction
in any action against it as contemplated by this Section 6.11 by registered or
certified mail, return receipt requested, postage prepaid, to its address for
the giving of notices as set forth in Section 6.3 above. Nothing herein shall
affect the right of any party to serve process in any other manner permitted by
law.
6.12 Descriptive Headings; Interpretation
The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part hereof or define, limit or otherwise affect
the meaning of any of the terms or provisions hereof. The use of the word
"including" in this Agreement shall be by way of example rather than by
limitation and shall be deemed to include the phrase "including without
limitation."
12
6.13 Construction of Certain Terms and Phrases
Unless the context of this Agreement otherwise requires, (i) words of
any gender include each other gender; (ii) unless the context requires
otherwise, words using the singular or plural number also include the plural or
singular number, respectively; (iii) the terms "hereof," "herein," "hereby" and
derivative or similar words refer to this entire Agreement; and (iv) the terms
"Article" or "Section" refer to the specified Article or Section of this
Agreement. Whenever this Agreement refers to a number of days, such number shall
refer to calendar days unless business days are specified.
6.14 No Third Party Beneficiaries
This Agreement shall not confer any rights or remedies upon any Person
other than the parties hereto and their respective heirs, personal legal
representatives, successors and permitted assigns, the Purchaser Indemnified
Parties and the Company Indemnified Parties.
13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
HAWAIIAN HOLDINGS, INC.
By:
--------------------------------
Name:
Title:
PURCHASER
Title:
By:
--------------------------------
Name:
Title:
14
