EXHIBIT 99.1
AGREEMENT
This Agreement, dated as of November 14, 2006 (the "Agreement"), is by
and among Quipp Inc., a Florida corporation ("Company"), and Xxxxx Investment
Trust, L.P., a Pennsylvania limited partnership ("HIT"), Xxxxx Partners, L.P.,
Delaware limited partnership ("Xxxxx"), Xxxxxxx Partners, L.P., a Delaware
limited partnership ("Xxxxxxx"), and Xxxxx X. Xxxxxx (HIT, Xxxxx, Xxxxxxx and
Xxxxx X. Xxxxxx are collectively referred to as the "Xxxxx Group").
WHEREAS, Xxxxx X. Xxxxxx has submitted a letter, dated November 3,
2006, consenting to serve as a director of the Company; and
WHEREAS, the Company and the Xxxxx Group have determined that the
interests of the Company and its shareholders would be best served by avoiding
the substantial expense, disruption and adverse publicity of a dispute regarding
the composition of the Company's Board of Directors.
NOW, THEREFORE, in consideration of the foregoing premises and the
respective representations, warranties, covenants, agreements and conditions
hereinafter set forth, and, intending to be legally bound hereby, the parties
hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants as follows:
(a) The Company has the corporate power and authority to
execute, deliver and carry out the terms and provisions of this Agreement and to
consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized,
executed and delivered by the Company, constitutes a valid and binding
obligation and agreement of the Company, and is enforceable against the Company
in accordance with its terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or similar laws affecting the rights of creditors and subject to
general equity principles.
(c) The execution, delivery and performance of this
Agreement by the Company does not and will not (i) violate or conflict with any
law, rule,regulation, order, judgment or decree applicable to it, or (ii) result
in any breach or violation of or constitute a default (or an event which with
notice or lapse of time or both could become a default) under or pursuant to,
or result in the loss of a material benefit under, or give any right of
termination, amendment, acceleration or cancellation of, any organizational
document, agreement, contract, commitment, understanding or arrangement to which
the Company is a party or by which it is bound.
2. REPRESENTATIONS AND WARRANTIES OF THE XXXXX GROUP. Each member
of the Xxxxx Group severally, and not jointly, represents and warrants as
follows:
(a) If such member of the Xxxxx Group is an individual, he
has the power and authority to execute, deliver and carry out the terms and
provisions of this Agreement and to consummate the transactions contemplated
hereby. If such member of the Xxxxx Group is an entity, it has the limited
liability partnership or limited liability company power and authority, as
applicable, to execute, deliver and carry out the terms and provisions of this
Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly and validly authorized,
executed, and delivered by such member of the Xxxxx Group, constitutes a valid
and binding obligation and agreement of such member, and is enforceable against
such member in accordance with its terms, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws affecting the rights of creditors and
subject to general equity principles.
(c) Such member of the Xxxxx Group is the "beneficial owner"
of such number of shares of Common Stock as are set forth on the cover page
relating to such member in the Schedule 13D filed by the members of the Xxxxx
Group with the Securities and Exchange Commission (the "SEC") on October 23,
2006 (the "Schedule 13D"). Except for those Affiliates and Associates of such
member with respect to whom a cover page is included in the Schedule 13D, no
other Affiliate or Associate of such member beneficially owns any shares of
Common Stock.
(d) The execution, delivery and performance of this
Agreement by each member of the Xxxxx Group does not and will not (i) violate or
conflict with any law, rule, regulation, order, judgment or decree applicable to
it, or (ii) result in any breach or violation of or constitute a default (or an
event which with notice or lapse of time or both could become a default) under
or pursuant to, or result in the loss of a material benefit under, or give any
right of termination, amendment, acceleration or cancellation of, any
organizational document, agreement, contract, commitment, understanding or
arrangement to which such member is a party or by which it is bound.
3. DEFINITIONS. For purposes of this Agreement:
(a) The terms "Affiliate" and "Associate" have the
respective meanings set forth in Rule 12b-2 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); the terms
"beneficial owner" and "beneficial ownership" shall have the respective meanings
as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act; and
the terms "person" or "persons" shall mean any individual, corporation
(including not-for-profit), general or limited partnership, limited liability
company,joint venture, estate, trust, association, organization or other entity
of any kind or nature.
(b) "Board" means the Board of Directors of the Company.
(c) "Common Stock" means the Common Stock of the Company,
$.01 par value.
(d) The "Standstill Period" means the period from the date
of this Agreement until the earlier of (i) the later of (A) the first
anniversary of the date of this Agreement; and (B) six months after the date on
which Xxxxx X. Xxxxxx ceases to serve as a director; and (ii) such date, if any,
as the Company has materially breached any of its commitments or obligations set
forth in Sections 4(a), 4(b) and 4(c) of this Agreement.
4. ELECTION OF XXXXX X. XXXXXX; RELATED MATTERS.
(a) Within five business days following the execution and
delivery of this Agreement by the parties hereto:
(i) In accordance with the Company's bylaws, the
Board of Directors shall adopt a resolution
immediately increasing the size of the Board by
one (1) director; and
(ii) In accordance with the Company's bylaws, the
Board shall elect Xxxxx X. Xxxxxx a director of
the Company.
(b) The Board shall set a date for the 2006 Annual Meeting
of Shareholders so that such meeting shall be held no later than December 31,
2006.
(c) The Board shall nominate its current members and Xxxxx
X. Xxxxxx for election as directors at the 2006 Annual Meeting of Shareholders,
and shall nominate Xxxxx X. Xxxxxx for election as a director at the 2007 Annual
Meeting of Shareholders. For so long as Xxxxx X. Xxxxxx is a Director, (i) he
shall be appointed to the Audit Committee (or any successor committee) and any
committee (executive or otherwise) formed or which otherwise deals with
strategic alternatives, asset acquisitions or dispositions, mergers, tender
offers, joint ventures, strategic alliances, the sale of all or part of the
Company, debt or equity financings, recapitalizations or similar matters and
(ii) he shall be provided the same access to meetings of any other committee as
is provided to other non-employee directors who are not members of such
committee. The Company shall not form an executive committee or similar
committee without the consent of all members of the Board of Directors.
(d) HIT, Xxxxx, Xxxxxxx and Xxxxx X. Xxxxxx will promptly
file an amendment to the Schedule 13D reporting the entry into this agreement,
amending applicable items to conform to its obligations hereunder and appending
or incorporating by reference this agreement as an exhibit thereto. The Xxxxx
Group shall provide to the Company a reasonable opportunity to review and
comment on such amendment in advance of filing, and shall consider in good faith
the reasonable comments of the Company.
(e) Until the termination of the Standstill Period, the
members of the Xxxxx Group shall cause all shares of Common Stock beneficially
owned by them and their Affiliates to be present for quorum purposes and to be
voted, and shall use their commercially reasonable efforts to cause all shares
of Common Stock held by their respective Associates to be present for quorum
purposes and to be voted, in favor of all directors nominated by the Board for
election at the Company's 2006 Annual Meeting of Shareholders and each
subsequent annual meeting of shareholders and against any shareholder
nominations which are not approved by the Board, and against any proposals that
are not approved by the Board (or with respect to which the Board recommends a
shareholder vote "against") relating in any manner to Board composition,
structure or election, the calling of a special meeting of shareholders, the
ability of shareholders to act by written consent, or any shareholder rights
plan or "poison pill."
5. STANDSTILL.
Each member of the Xxxxx Group agrees that, during the
Standstill Period, neither he or it will, and he or it will cause each of his or
its Affiliates or agents or other persons acting on his or its behalf not to,
and will use commercially reasonable efforts to cause his or its respective
Associates not to:
(a) submit any shareholder proposal (pursuant to Rule 14a-8
promulgated by the SEC under the Exchange Act or otherwise) or any notice of
nomination or other business for consideration, and will not nominate any
candidate for election to the Board or oppose the directors nominated by the
Board.
(b) form, join in or in any other way participate in a
"partnership, limited partnership, syndicate or other group" within the meaning
of Section 13(d)(3) of the Exchange Act with respect to the Common Stock or
deposit any shares of Common Stock in a voting trust or similar arrangement or
subject any shares of Common Stock to any voting agreement or pooling
arrangement, other than solely with other members of the Xxxxx Group or one or
more Affiliates of a member of the Xxxxx Group with respect to the Common Stock
currently owned as set forth in Section 2(c) of this Agreement or to the extent
such a group may be deemed to result with the Company or any of its Affiliates
as a result of this Agreement;
(c) solicit proxies or written consents of shareholders, or
otherwise conduct any nonbinding referendum with respect to Common Stock, or
make, or in any way participate in, any "solicitation" of any "proxy" within the
meaning of Rule 14a-1 promulgated by the SEC under the Exchange Act to vote, or
advise, encourage or influence any person with respect to voting, any shares of
Common Stock with respect to any matter, or become a "participant" in any
contested "solicitation" for the election of directors with respect to the
Company (as such terms are defined or used under the Exchange Act), other than a
"solicitation" or acting as a "participant" in support of all of the nominees of
the Board (including Xxxxx X. Xxxxxx) at the 2006 Annual Meeting of Shareholders
and each subsequent annual meeting of shareholders with respect to which the
Board has nominated Xxxxx X. Xxxxxx, respectively;
(d) seek to call, or to request the call of, a special
meeting of the shareholders of the Company, or seek to make, or make, a
shareholder proposal at any meeting of the shareholders of the Company or make a
request for a list of the Company's shareholders (or otherwise induce or
encourage any other person to initiate such proposal or request) or otherwise
acting alone, or in concert with others, seek to control or influence the
governance or policies of the Company;
(e) effect or seek to effect (including, without limitation, by
entering into any discussions, negotiations, agreements or understandings with
any third person), offer or propose (whether publicly or otherwise) to effect,
or cause or participate in, or in any way assist or facilitate any other person
to effect or seek, offer or propose (whether publicly or otherwise) to effect or
participate in (i) any acquisition of any securities (or beneficial ownership
thereof), or rights or options to acquire any securities (or beneficial
ownership thereof), or any material assets or businesses, of the Company or any
of its subsidiaries, (ii) any tender offer or exchange offer, merger,
acquisition or other business combination involving the Company or any of its
subsidiaries, or (iii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company or
any of its subsidiaries;
(f) publicly disclose, or cause or facilitate the public
disclosure (including without limitation the filing of any document or report
with the SEC or any other governmental agency or any disclosure to any
journalist, member of the media or securities analyst) of any intent, purpose,
plan or proposal to obtain any waiver, or consent under, or any amendment of,
any of the provisions of Section 4(e) or this Section 5, or otherwise seek (in
any manner that would require public disclosure by any of the members of the
Xxxxx Group or their Affiliates or Associates) to obtain any waiver, consent
under, or any amendment of, any provision of this Agreement;
(g) directly or indirectly purchase or cause to be purchased or
otherwise acquire or agree to acquire beneficial ownership of, any Common Stock
or other securities issued by the Company, or any securities convertible into or
exchangeable for Common Stock or any other equity securities of the Company;
(h) enter into any arrangements, understandings or agreements
(whether written or oral) with, or advise, finance, assist or encourage, any
other person that engages, or offers or proposes to engage, in any of the
foregoing;
(i) request the Company or its advisers, directly or indirectly,
to amend or waive any of the provisions of this Agreement;
(j) take or cause or induce others to take any action
inconsistent with any of the foregoing.
It is understood and agreed that this Agreement shall not be
deemed to prohibit Xxxxx X. Xxxxxx (i) from engaging in any lawful act in the
exercise of his fiduciary duty as a director of the Company and (ii) from,
solely in his capacity as a director of the Company and subject in each case to
the prior authorization of the Board, assisting the Company in evaluating
strategic alternatives and participating on behalf of the Company in
negotiations relating to asset acquisitions and dispositions, mergers, tender
offers, joint ventures, strategic alliances, the sale of all or part of the
Company, debt or equity financings, recapitalizations or similar matters. In
addition, this Agreement shall not be deemed to prohibit any member of the Xxxxx
Group from selling Company common stock that it currently owns; provided, that
such sale is not made in connection with participation in, or as part of an
agreement, arrangement or understanding to participate in, the activities set
forth in paragraphs (a)-(j) of the Section 5. For purposes of clarification, the
preceding sentence is designed to permit a member of the Xxxxx Group to engage
in a regular way, open market sale of securities that does not involve a
prearrangement or understanding with, financing of, or assistance or
encouragement to, the purchaser of such securities or an affiliate of such
purchaser.
6. CONFIDENTIALITY. The Company anticipates that, in connection
with Xxxxx X. Xxxxxx'x service as a director of the Company, Xxxxx X. Xxxxxx
will be provided Confidential Information (as defined below). Xxxxx X. Xxxxxx
acknowledges the confidential and proprietary nature of the Confidential
Information and agrees that until one year after the end of his tenure as a
director of the Company, the Confidential Information (a) will be kept
confidential by Xxxxx X. Xxxxxx and (b) will not be disclosed by Xxxxx X. Xxxxxx
to any person, including any other member of the Xxxxx Group, except with the
specific prior written consent of the Company or except as expressly otherwise
permitted by this Agreement. It is understood that (i) Xxxxx X. Xxxxxx may
disclose Confidential Information only to counsel for Xxxxx X. Xxxxxx
("Counsel") as necessary to enable Counsel to advise Xxxxx X. Xxxxxx with
respect to Xxxxx X. Xxxxxx'x conduct as a director of the Company, provided that
Counsel shall be informed by Xxxxx X. Xxxxxx of the confidential nature of the
Confidential Information and of Xxxxx X. Xxxxxx'x obligations under this
Agreement and (ii) Xxxxx X. Xxxxxx shall be responsible for the breach of the
provisions of this Section 6 by Counsel. As used in this Agreement, the term
"Confidential Information" means and includes any and all of the information
concerning the business and affairs of the Company that may hereafter be
disclosed to Xxxxx X. Xxxxxx by the Company or by the directors, officers,
employees, agents, consultants, advisors or other representatives, including
legal counsel, accountants and financial advisors ("Representatives") of the
Company; provided that "Confidential Information" shall not include information
that (a) was in the public domain or was or becomes generally available to the
public other than as a result of disclosure by Xxxxx X. Xxxxxx or Counsel, (b)
was independently acquired by Xxxxx X. Xxxxxx or Counsel without violating any
of the obligations of Xxxxx X. Xxxxxx or Counsel under this Agreement, or under
any other contractual, legal, fiduciary or binding obligation of Xxxxx X. Xxxxxx
or Counsel with or to the Company, (c) was available, or becomes available, to
Xxxxx X. Xxxxxx or Counsel on a nonconfidential basis other than as a result of
its disclosure to Xxxxx X. Xxxxxx by the Company or any Representative of the
Company, but only if to the knowledge of Xxxxx X. Xxxxxx or Counsel the source
of such information is not bound by a confidentiality agreement with the Company
or is not otherwise prohibited from transmitting the information to Xxxxx X.
Xxxxxx or Counsel by a contractual, legal, fiduciary or other binding obligation
with or to the Company, or (d) was independently developed by Xxxxx X. Xxxxxx or
Counsel. The members of the Xxxxx Group acknowledge that they, as well as their
Representatives, are aware that the United States securities law prohibit any
person who has material non-public information about a company from purchasing
or selling such securities of such company, or from communicating such
information to any other person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such securities.
7. PROXY MATERIALS. The Company shall provide to Xxxxx X. Xxxxxx a
draft definitive proxy statement for its 2006 Annual Meeting of Shareholders as
promptly as reasonably practicable following execution of this Agreement, and
Xxxxx X. Xxxxxx shall, as promptly as reasonably practicable, provide
information responsive to the standard forms of questionnaires used by the
Company in connection with its preparation of the proxy statement. The parties
hereto shall cooperate in good faith to facilitate the prompt filing by the
Company of its definitive proxy statement for its 2006 Annual Meeting of
Stockholders. While Xxxxx X. Xxxxxx is serving as a member of the Board, the
Company shall provide to Xxxxx X. Xxxxxx, at the same time as provided to other
non-employee directors, drafts of the proxy statement for the 2007 and
subsequent Annual Meetings of Shareholders, and the Current Report on Form 8-K
to be filed by the Company with respect to this Agreement and the election of
Xxxxx X. Xxxxxx as a director. Without limiting the foregoing, the Company will
provide a draft of the proxy statement for such 2007 and subsequent Annual
Meetings of Shareholders to Xxxxx X. Xxxxxx in advance of filing to afford him a
reasonable opportunity to review and comment on biographical information
pertaining to him and any information relating to the Xxxxx Group, and the
Company shall consider in good faith the reasonable comments of Xxxxx X. Xxxxxx,
and will endeavor to provide a copy of such Current Report on Form 8-K in
advance of filing, subject to such constraints as result from the short filing
deadline for this form.
8. COMPENSATION. Xxxxx X. Xxxxxx shall be compensated for his
service as a director and shall be reimbursed for his expenses on the same basis
as all other non-employee directors of the Company are compensated and shall be
eligible to be granted stock options (or other stock-based compensation) on the
same basis as all other non-employee directors of the Company; provided, (i)
that the Company may prohibit the exercise of any stock options granted to Xxxxx
X. Xxxxxx if such exercise would result in any person or persons becoming an
"Acquiring Person," as defined in Rights Agreement, dated as of March 3, 2003,
between the Company and American Stock Transfer & Trust Company, as Rights
Agent, as amended, (ii) in lieu of any stock option, the Company may grant to
Xxxxx X. Xxxxxx a stock appreciation right ("SAR") that is settled only in cash,
with the base price of the SAR to be equivalent to the exercise price that would
otherwise have been applicable if a stock option were granted, and that
otherwise has terms as similar as reasonably practicable to terms that would
have applied if an option were granted and (iii) if the Company provides other
stock-based compensation to its non-employee directors, the Company may provide
to Xxxxx X. Xxxxxx, in lieu thereof, phantom stock or other stock units that are
settled only in cash and that otherwise have terms as similar as reasonably
practicable to terms applicable to such stock-based compensation. Xxxxx X.
Xxxxxx agrees that he will not transfer any stock options, SARs or other
stock-based awards provided to him, except as may otherwise be permissible under
the Company's Equity Compensation Plan.
9. INDEMNIFICATION AND INSURANCE. Xxxxx X. Xxxxxx shall be
entitled to the same rights of indemnification as the other directors. The
Company shall, promptly after his election, take such action, if any, as may be
necessary to add Xxxxx X. Xxxxxx to the Company's directors and officers'
liability insurance policy as an Insured Person.
10. SPECIFIC PERFORMANCE. Each party hereto acknowledges and agrees,
on behalf of itself and its Affiliates, that irreparable harm would occur in the
event 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 will be entitled to specific relief hereunder, including,
without limitation, an injunction or injunctions to prevent and enjoin breaches
of the provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any state or federal court in the State of Florida, in
addition to any other remedy to which they may be entitled at law or in equity.
Any requirements for the securing or posting of any bond with such remedy are
hereby waived.
11. JURISDICTION. Each party hereto agrees, on behalf of itself and
its Affiliates, that any actions, suits or proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby will be
brought solely and exclusively in any state or federal court in the State of
Florida (and the parties agree not to commence any action, suit or proceeding
relating thereto except in such courts), and further agrees that service of any
process, summons, notice or document by U.S. registered mail to the respective
addresses set forth in Section 16 will be effective service of process for any
such action, suit or proceeding brought against any party in any such court.
Each party, on behalf of itself and its Affiliates, irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby, in the state or federal courts in the State of Florida, and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such action, suit or proceeding brought in any such
court has been brought in an improper or inconvenient forum.
12. APPLICABLE LAW. This agreement shall be governed in all
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respects, including validity, interpretation and effect, by the laws of the
State of Florida applicable to contracts executed and to be performed wholly
within such state, without giving effect to the choice of law principles of such
state.
13. REPRESENTATIVE. Each member of the Xxxxx Group hereby
irrevocably appoints Xxxxx X. Xxxxxx as such member's attorney-in-fact and
representative (the "Xxxxx Representative"), in such member's place and stead,
to do any and all things and to execute any and all documents and give and
receive any and all notices or instructions in connection with this Agreement
and the transactions contemplated hereby. The Company shall be entitled to rely,
as being binding on each member of the Xxxxx Group, upon any action taken by the
Xxxxx Representative or upon any document, notice, instruction or other writing
given or executed by the Xxxxx Representative.
14. COUNTERPARTS. This Agreement may be executed in two or more
counterparts which together shall constitute a single agreement.
15. ENTIRE AGREEMENT; AMENDMENT AND WAIVER; SUCCESSORS AND ASSIGNS.
This Agreement contains the entire understanding of the parties hereto with
respect to, and supersedes all prior agreements relating to, its subject matter.
There are no restrictions, agreements, promises, representations, warranties,
covenants or undertakings between the parties other than those expressly set
forth herein. This Agreement may be amended only by a written instrument duly
executed by the parties hereto, or in the case of the Xxxxx Group, the Xxxxx
Representative, or their respective successors or assigns. No failure on the
part of any party to exercise, and no delay in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of such right, power or remedy by such party preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law. The terms and conditions of this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the parties hereto
and their respective successors, heirs, executors, legal representatives, and
assigns.
16. NOTICES. All notices, consents, requests, instructions,
approvals and other communications provided for herein and all legal process in
regard hereto shall be in writing and shall be deemed validly given, made or
served, if (a) given by telecopy, when such telecopy is transmitted to the
telecopy number set forth below, or to such other telecopy number as is provided
by a party to this Agreement to the other party pursuant to notice given in
accordance with the provisions of this Section 16, and the appropriate
confirmation is received or (b) if given by any other means, when actually
received during normal business hours at the address specified in this Section
16, or at such other address as is provided by a party to this Agreement to the
other party pursuant to notice given in accordance with the provisions of this
Section 16:
if to the Company:
Quipp, Inc.
0000 X.X. 000xx Xx.
Xxxxx, XX 00000
Facsimile: 000-000-0000
Attention: President
with a copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xxxx Xxxxxx
if to the Xxxxx Group or any member thereof:
Xxxxx Investment Trust, L.P.
000 Xxxxx 00xx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xxxxx X. Xxxxxx
with a copy to:
Xxxxx Xxxxxx LLP
00 Xxxxx 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xxxx X. Xxxxxxxx
17. NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement is
intended to confer on any person other than the parties hereto or their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized signatories of the parties as of the date hereof.
QUIPP, INC.
By: /S/ XXXXXXX X. XXXX
-------------------
Xxxxxxx X. Xxxx
President and Chief Executive Officer
XXXXX INVESTMENT TRUST, L.P.
By: Canine Partners LLC
General Partner
By: /S/ XXXXX X. XXXXXX
-------------------
Xxxxx X. Xxxxxx, President
XXXXX PARTNERS, L.P.
By: Xxxxx Investment Trust, L.P.
General Partner
By: Canine Partners, LLC
General Partner
By: /S/ XXXXX X. XXXXXX
-------------------
Xxxxx X. Xxxxxx, President
XXXXXXX PARTNERS, L.P.
By: Xxxxx Investment Trust, L.P.
General Partner
By: Canine Partners, LLC
General Partner
By: /S/ XXXXX X. XXXXXX
-------------------
Xxxxx X. Xxxxxx, President
/S/ XXXXX X. XXXXXX
-------------------
XXXXX X. XXXXXX
