EXHIBIT 99.1
TENDER AGREEMENT
THIS TENDER AGREEMENT (this "Agreement ") dated June 12, 2003, is entered
into between KAGT HOLDINGS, INC., a Delaware corporation ("Parent"), KAGT
ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent
("Sub "), and APPLIED PRINTING TECHNOLOGIES, L.P., ("Shareholder"), with respect
to (i) the shares of common stock, par value $0.01 per share (the "Company
Common Stock"), of Applied Graphics Technologies, Inc., a Delaware corporation
(the "Company"), (ii) all securities exchangeable, exercisable or convertible
into Company Common Stock, and (iii) any securities issued or exchanged with
respect to such shares of Company Common Stock, and upon any recapitalization,
reclassification, merger, consolidation, spin-off, partial or complete
liquidation, stock dividend, split-up or combination of the securities of the
Company or upon any other change in the Company's capital structure, in each
case whether now owned or hereafter acquired by the Shareholder (collectively,
the "Securities").
W I T N E S S E T H:
WHEREAS, Parent, Sub and the Company have entered into an Agreement and
Plan of Merger dated as of the date hereof (as the same may be amended or
supplemented, other than to lower the price to be paid in the Offer or Merger,
the "Merger Agreement") pursuant to which Sub has agreed to make a cash tender
offer described therein and thereafter merge with and into the Company (the
"Merger") with the result that the Company becomes a wholly owned subsidiary of
Parent;
WHEREAS, as of the date hereof, Shareholder beneficially owns and has the
power to dispose of the Securities set forth on Schedule I hereto and has the
power to vote the shares of Company Common Stock set forth thereon;
WHEREAS, Parent and Sub desire to enter into this Agreement in connection
with their efforts to consummate the acquisition of the Company, and in
consideration of Parent's and Sub's agreements herein and in the Merger
Agreement, Shareholder has agreed to cooperate with Parent and Sub with respect
to the acquisition of the Company by Parent and Sub upon the terms and subject
to the conditions in the Merger Agreement; and
WHEREAS, capitalized terms used in this Agreement and not defined have the
meaning given to such terms in the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of
the mutual agreements, covenants, representations and warranties contained
herein and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Certain Covenants.
1.1 Lock-Up. Subject to Sections 1.5 and 1.8, Shareholder hereby
covenants and agrees that during the term of this Agreement, Shareholder will
not (a) directly or indirectly, sell, transfer, assign, pledge, hypothecate,
tender, encumber or otherwise dispose of or limit its right to vote in any
manner any of the Securities, or agree to do any of the foregoing, or (b) take
any action which would have the effect of preventing or disabling Shareholder
from performing its obligations under this Agreement. Notwithstanding the
foregoing, in connection with any transfer not involving or relating to any
Company Takeover Proposal (as defined in the Merger Agreement), Shareholder may
transfer any or all of the Securities as follows: (i) in the case of a
Shareholder that is an entity, to any subsidiary, partner or member of
Shareholder, and (ii) in the case of an individual Shareholder, to Shareholder's
spouse, ancestors, descendants or any trust for any of their benefits or to a
charitable trust; provided, however, that in any such case, prior to and as a
condition to the effectiveness of such transfer, (x) each person to which any of
such Securities or any interest in any of such Securities is or may be
transferred (a) shall have executed and delivered to Parent and Sub a
counterpart to this Agreement pursuant to which such person shall be bound by
all of the terms and provisions of this Agreement, and (b) shall have agreed in
writing with Parent and Sub to hold such Securities or interest in such
Securities subject to all of the terms and provisions of this Agreement, and (y)
this Agreement shall be the legal, valid and binding agreement of such person,
enforceable against such person in accordance with its terms, subject to the
qualification, however, that enforcement of the rights and remedies created by
this Agreement is subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application related to or
affecting creditors' rights and to general equity principles.
1.2 No Solicitation. During the term of this Agreement, neither the
Shareholder nor any director, officer, agent, representative, employee,
affiliate or associate (collectively, "Representatives") of Shareholder shall,
directly or indirectly, (a) solicit, initiate or encourage the submission of any
Company Takeover Proposal or of any other sale, transfer, pledge or other
disposition or conversion of any of the Securities or of any of the other debt
or equity securities of the Company, or (b) participate in or encourage any
discussions or negotiations regarding, or furnish to any person any non-public
information with respect to, enter into any agreement with respect to, or take
any other action to facilitate any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any Company Takeover
Proposal or any other sale, transfer, pledge or other disposition or conversion
of any of the Securities or of any of the other debt or equity securities of the
Company, in any case, from, to or with any person other than Parent or Sub.
Shareholder will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any such other parties conducted
heretofore with respect to any of the foregoing. Shareholder will notify Parent
immediately if any party contacts the Shareholder following the date hereof
(other than Parent and Sub) concerning any Company Takeover Proposal or any
other sale, transfer, pledge or other disposition or conversion of any of the
Securities or of any of the other debt or equity securities of the Company.
1.3 Certain Events. Subject to Section 1.8, this Agreement and the
obligations hereunder will attach to the Securities and will be binding upon any
person to which legal or beneficial ownership of any or all of the Securities
passes, whether by operation of law or
-2-
otherwise, including without limitation, the Stockholder's successors or
assigns. This Agreement and the obligations hereunder will also attach to any
additional shares of Company Common Stock or other Securities of the Company
issued to or acquired by the Stockholder.
1.4 Grant of Proxy; Voting Agreement.
(a) The Shareholder has revoked or terminated any proxies, voting
agreements or similar arrangements previously given or entered into with
respect to the Securities and, subject to Section 1.8, hereby irrevocably
appoints Parent as proxy for Shareholder to vote the Securities for
Shareholder and in Shareholder's name, place and stead, at any annual,
special or other meeting or action of the shareholders of the Company, as
applicable, or at any adjournment thereof or pursuant to any consent of
the shareholders of the Company, in lieu of a meeting or otherwise,
whether before or after the closing of the Offer (as defined in the Merger
Agreement), in the following manner: (i) for the adoption and approval of
the Merger Agreement and the Merger and (ii) in any manner as Parent, in
its sole discretion, may see fit with respect to any extraordinary
corporate transaction (other than the Merger), such as a merger,
consolidation, business combination, tender or exchange offer,
reorganization, recapitalization, liquidation, sale or transfer of a
material amount of the assets or securities of the Company or any of its
subsidiaries (other than pursuant to the Merger) or any other change of
control involving the Company or any of its subsidiaries, including, but
not limited to, any Company Takeover Proposal. The parties acknowledge and
agree that neither Parent, nor Parent's successors, assigns, subsidiaries,
divisions, employees, officers, directors, shareholders, agents and
affiliates shall owe any duty to, whether in law or otherwise, or incur
any liability of any kind whatsoever, including without limitation, with
respect to any and all claims, losses, demands, causes of action, costs,
expenses (including reasonable attorney's fees) and compensation of any
kind or nature whatsoever to the Shareholder in connection with or as a
result of any voting (or refrain from voting) by Parent of the Securities
subject to the irrevocable proxy hereby granted to Parent at any annual,
special or other meeting or action or the execution of any consent of the
shareholders of the Company. The parties acknowledge that, pursuant to the
authority hereby granted under the irrevocable proxy, Parent may vote the
Securities in furtherance of its own interests, and Parent is not acting
as a fiduciary for the Shareholder.
(b) Notwithstanding the foregoing grant to Parent of the irrevocable
proxy, if Parent elects not to exercise its rights to vote the Securities
pursuant to the irrevocable proxy, Shareholder agrees to vote the
Securities during the term of this Agreement (i) in favor of or give its
consent to, as applicable, a proposal to adopt and approve the Merger
Agreement and the Merger as described in clause (i) of Section 1.4(a), or
(ii) in the manner directed by Parent if the issue on which Shareholder is
requested to vote is a matter described in clause (ii) of Section 1.4(a),
in each case at any annual, special or other meeting or action of the
shareholders of the Company, in lieu of a meeting or otherwise.
(c) This irrevocable proxy shall not be terminated by any act of the
Shareholder or by operation of law, whether by the death or incapacity of
the Shareholder
-3-
or by the occurrence of any other event or events (including, without
limiting the foregoing, the termination of any trust or estate for which
Shareholder is acting as a fiduciary or fiduciaries or the dissolution or
liquidation of any corporation or partnership). If between the execution
hereof and the Termination Date, Shareholder should die or become
incapacitated, or if any trust or estate holding the Securities should be
terminated, or if any corporation or partnership holding the Securities
should be dissolved or liquidated, or if any other such similar event or
events shall occur before the Termination Date, certificates representing
the Securities shall be delivered by or on behalf of Shareholder in
accordance with the terms and conditions of the Merger Agreement and this
Agreement, and actions taken by the Parent hereunder shall be as valid as
if such death, incapacity, termination, dissolution, liquidation or other
similar event or events had not occurred, regardless of whether or not the
Parent has received notice of such death, incapacity, termination,
dissolution, liquidation or other event.
1.5 Tender of Securities. Subject to Section 1.8, Shareholder agrees
to tender the Securities to Sub in the Offer as soon as practicable following
the commencement of the Offer, and in any event not later ten (10) business days
following the commencement of the Offer and Shareholder shall not withdraw any
Securities so tendered unless the Offer is terminated or has expired. Subject to
the terms and conditions of the Offer and the Merger Agreement, Sub hereby
agrees to purchase the shares of Company Common Stock so tendered at a price per
share equal to $0.85 or any higher price that may be paid in the Offer;
provided, however, that Sub's obligations to accept for payment and pay for the
Securities in the Offer is subject to all the terms and conditions of the Offer
set forth in the Merger Agreement and Exhibit A thereto.
1.6 Public Announcement. Shareholder shall consult with Parent
before issuing any press releases or otherwise making any public statements with
respect to the transactions contemplated herein and shall not issue any such
press release or make any such public statement without the approval of Parent,
except as may be required by law, including any filings with the Securities and
Exchange Commission (the "SEC ") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act").
1.7 Disclosure. Shareholder hereby authorizes Parent and Sub to
publish and disclose in any announcement or disclosure required by the SEC or
the American Stock Exchange (the "AMEX") or any other national securities
exchange and in the Offer Documents and, if necessary, the Proxy Statement (each
as defined in the Merger Agreement), (including all documents and schedules
filed with the SEC in connection with either of the foregoing), its identity and
ownership of the Securities and the nature of its commitments, arrangements and
understandings under this Agreement. Parent and Sub hereby authorize Shareholder
to make such disclosure or filings as may be required by the SEC or the AMEX or
any other national securities exchange.
1.8 Call Option. Shareholder has granted an irrevocable call option
to the Company's senior lenders to purchase 680,067 shares of the Company's
Common Stock owned by it at a price of $0.01 per share (the "Call Option"). None
of the provisions of this Agreement shall be applicable to such shares if and to
the extent the Call Option is exercised, and such shares will not be tendered in
the Offer prior to the expiration of the Call Option except as set
-4-
forth below. In the event that the Call Option has not been exercised
immediately prior to the termination of the Offer, Shareholder will tender such
shares immediately prior to the termination of the Offer.
2. Representations and Warranties of Shareholder. Subject to Section 1.8,
Shareholder hereby represents and warrants to Parent and Sub, as of the date
hereof and as of the date Sub purchases shares of Company Common Stock pursuant
to the Offer, that:
2.1 Ownership. Shareholder has good and marketable title to, and is
the sole legal and beneficial owner of the Securities, in each case free and
clear of all liabilities, claims, liens, options, proxies, charges,
participations and encumbrances of any kind or character whatsoever
(collectively, "Liens "). At the time Sub purchases shares of Company Common
Stock pursuant to the Offer, Shareholder will transfer and convey to Parent or
its designee good and marketable title to the shares of Company Common Stock
included in the Securities, free and clear of all Liens created by or arising
through Shareholder.
2.2 Authorization. Shareholder has all requisite power and authority
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby and has sole voting power and sole power of disposition,
with respect to the Securities with no restrictions on its voting rights or
rights of disposition pertaining thereto. Shareholder has duly executed and
delivered this Agreement and this Agreement is a legal, valid and binding
agreement of Shareholder, enforceable against Shareholder in accordance with its
terms, subject to the qualification, however, that enforcement of the rights and
remedies created hereby is subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general application
related to or affecting creditors' rights and to general equity principles. If
the Shareholder is married and the Securities constitute community property,
this Agreement has been duly authorized, executed and delivered by the
Shareholder's spouse, and this Agreement is a legal, valid and binding agreement
of the Shareholder's spouse, enforceable against the Shareholder's spouse in
accordance with its terms, subject to the qualification however, that
enforcement of the rights and remedies created hereby is subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general application related to or affecting creditors' rights and to general
equity principles.
2.3 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (a)
require the Shareholder to file or register with, or obtain any permit,
authorization, consent or approval of, any governmental agency, authority,
administrative or regulatory body, court or other tribunal, foreign or domestic,
or any other entity other than filings with the SEC pursuant to the Exchange
Act, or (b) violate, or cause a breach of or default under, or conflict with any
contract, agreement or understanding, any statute or law, or any judgment,
decree, order, regulation or rule of any governmental agency, authority,
administrative or regulatory body, court or other tribunal, foreign or domestic,
or any other entity or any arbitration award binding upon the Shareholder,
except for such violations, breaches, defaults or conflicts which are not,
individually or in the aggregate, reasonably likely to have an adverse effect on
the Shareholder's ability to satisfy its obligations under this Agreement. No
proceedings are pending which, if adversely determined, will have an adverse
effect on any ability to vote or dispose of any of the Securities. The
Shareholder has not previously assigned or sold any of the Securities to any
third party.
-5-
2.4 Shareholder Has Adequate Information. Shareholder is a
sophisticated seller with respect to the Securities and has adequate information
concerning the business and financial condition of the Company to make an
informed decision regarding the sale of the Securities and has independently and
without reliance upon either Sub or Parent and based on such information as
Shareholder has deemed appropriate, made its own analysis and decision to enter
into this Agreement. Shareholder acknowledges that neither Sub nor Parent has
made and neither makes any representation or warranty, whether express or
implied, of any kind or character except as expressly set forth in this
Agreement. Shareholder acknowledges that the agreements contained herein with
respect to the Securities by Shareholder is irrevocable, and that Shareholder
shall have no recourse to the Securities or Parent, except with respect to
breaches of representations, warranties, covenants and agreements expressly set
forth in this Agreement.
2.5 Parent's Excluded Information. Shareholder acknowledges and
confirms that (a) Sub or Parent may possess or hereafter come into possession of
certain non-public information concerning the Securities and the Company which
is not known to Shareholder and which may be material to Shareholder's decision
to enter into this Agreement and sell the Securities ("Parent's Excluded
Information"), (b) Shareholder has requested not to receive Parent's Excluded
Information and has determined to sell the Securities notwithstanding its lack
of knowledge of Parent's Excluded Information, and (c) Parent shall have no
liability or obligation to Shareholder in connection with, and Shareholder
hereby waives and releases Parent from, any claims which Shareholder or its
successors and assigns may have against Parent (whether pursuant to applicable
securities, laws or otherwise) with respect to the non-disclosure of Parent's
Excluded Information; provided, however, nothing contained in this Section 2.5
shall limit Shareholder's right to rely upon the express representations and
warranties made by Parent in this Agreement, or Shareholder's remedies in
respect of breaches of any such representations and warranties.
2.6 No Setoff. The Shareholder has no liability or obligation
related to or in connection with the Securities other than the obligations to
Parent and Sub as set forth in this Agreement. There are no legal or equitable
defenses or counterclaims that have been or may be asserted by or on behalf of
the Company, as applicable, to reduce the amount of the Securities or affect the
validity or enforceability of the Securities.
2.7 No Amounts Payable to Shareholder. Except as disclosed in the
Merger Agreement or in the Company's filings with the SEC pursuant to the
Exchange Act, there are no amounts due or payable by the Company or any Company
Subsidiary to the Shareholder or any of its affiliates or associates in
connection with the transactions contemplated by the Merger Agreement or this
Agreement or otherwise (other than any payments required under the Merger
Agreement solely in exchange for equity securities of the Company).
3. Representations and Warranties of Parent and Sub. Parent and Sub hereby
represent and warrant to Shareholder, as of the date hereof that:
3.1 Authorization. Parent and Sub have all requisite corporate power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. Parent and Sub have duly executed and
delivered this Agreement and this
-6-
Agreement is a legal, valid and binding agreement of each of Parent and Sub,
enforceable against each of Parent and Sub in accordance with its terms, subject
to the qualification however, that enforcement of the rights and remedies
created hereby is subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application related to or
affecting creditors' rights and to general equity principles.
3.2 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will (a)
require Parent to file or register with, or obtain any permit, authorization,
consent or approval of, any governmental agency, authority, administrative or
regulatory body, court or other tribunal, foreign or domestic, or any other
entity, or (b) violate, or cause a breach of or default under, any contract,
agreement or understanding, any statute or law, or any judgment, decree, order,
regulation or rule of any governmental agency, authority, administrative or
regulatory body, court or other tribunal, foreign or domestic, or any other
entity or any arbitration award binding upon Parent or Sub, except for such
violations, breaches or defaults which are not reasonably likely to have a
material adverse effect on each of Parent or Sub's ability to satisfy its
obligations under this Agreement.
4. Survival of Representations and Warranties. The respective
representations and warranties of Shareholder and Parent contained herein shall
not be deemed waived or otherwise affected by any investigation made by the
other party hereto. The representations and warranties contained herein shall
not survive the closing of the transactions contemplated hereby, except that the
representations and warranties contained in Sections 2.4 and 2.5 shall survive
until the expiration of the applicable statute of limitations.
5. Specific Performance. Shareholder acknowledges that Sub and Parent will
be irreparably harmed and that there will be no adequate remedy at law for a
violation of any of the covenants or agreements of Shareholder which are
contained in this Agreement. It is accordingly agreed that, in addition to any
other remedies which may be available to Sub and Parent upon the breach by
Shareholder of such covenants and agreements, Sub and Parent shall have the
right to obtain injunctive relief to restrain any breach or threatened breach of
such covenants or agreements or otherwise to obtain specific performance of any
of such covenants or agreements.
6. Miscellaneous.
6.1 Term. This Agreement shall terminate upon the earlier of the day
after the Offer is terminated or expires or the termination of the Merger
Agreement pursuant to Section 8.01 thereof (the "Termination Date"). At the
Termination Date, this Agreement shall thereupon become void and be of no
further force and effect, provided that nothing herein shall relieve any party
from liability hereof for breaches of this Agreement prior to the Termination
Date.
6.2 Fiduciary Duties. Notwithstanding anything in this Agreement to
the contrary: (a) the Shareholder makes no agreement or understanding herein in
any capacity other than in the Shareholder's capacity as a record holder and
beneficial owner of Securities, and (b) nothing herein will be construed to
limit or affect any action or inaction by the Shareholder or any Representative
of the Shareholder, as applicable, serving on the Company Board or on the board
of directors of any of its subsidiaries or as an officer or fiduciary of the
Company or any of
-7-
its subsidiaries, acting in such person's capacity as a director, officer or
fiduciary of the Company or any of its subsidiaries.
6.3 Expenses. Each of the parties hereto shall pay its own expenses
incurred in connection with this Agreement. Each of the parties hereto warrants
and covenants to the others that it will bear all claims for brokerage fees
attributable to action taken by it.
6.4 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of and be enforceable by the parties hereto and their respective
representatives and permitted successors and assigns.
6.5 Entire Agreement. This Agreement contains the entire
understanding of the parties and supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Agreement may be amended only by a written instrument duly executed by the
parties hereto.
6.6 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.7 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties named herein and their respective successors and
permitted assigns. No party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other parties; provided, however, that each of Parent and Sub may freely
assign its rights to another direct or indirect wholly owned subsidiary of
Parent or Sub without such prior written approval but no such assignment shall
relieve Parent or Sub of any of its obligations hereunder. Any purported
assignment without such consent shall be void.
6.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original, but each of which together
shall constitute one and the same Agreement.
6.9 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given if so given) by delivery, telegram or telecopy,
or by mail (registered or certified mail, postage prepaid, return receipt
requested) or by any national courier service, provided that any notice
delivered as herein provided shall also be delivered by telecopy at the time of
such delivery. All communications hereunder shall be delivered to the respective
parties at the following addresses (or at such other address for a party as
shall be specified by like notice, provided that notices of a change of address
shall be effective only upon receipt thereof):
(a) If to Parent KAGT Holdings, Inc.
or Sub: 00 Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attention: Xx. Xxxxxxxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
-8-
with a copy to: Ropes & Xxxx LLP
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
(b) If to
Shareholder: Applied Printing Technologies, L.P.
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telecopy: (000) 000-0000
with a copy to: Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
6.10 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without regard to its principles of conflicts of laws.
6.11 Enforceability. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect. Upon a determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the fullest extent
possible.
6.12 Further Assurances. From time to time, at Parent's request and
without further consideration, Shareholder shall execute and deliver to Parent
such documents and take such action as Parent may reasonably request in order to
consummate more effectively the transactions contemplated hereby and to vest in
Parent good, valid and marketable title to the Securities, including, but not
limited to, using its best efforts to cause the appropriate transfer agent or
registrar to transfer of record the Securities.
6.13 Remedies Not Exclusive. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity will be cumulative and not alternative, and the exercise of any
thereof by either party will not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
6.14 Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
-9-
IN WITNESS WHEREOF, Parent, Sub and Shareholder have caused this Agreement
to be duly executed as of the day and year first above written.
KAGT HOLDINGS, INC.
By: _________________________
Name: ________________________
Title: _______________________
KAGT ACQUISITION CORP.
By: _________________________
Name: ________________________
Title: _______________________
SHAREHOLDER:
APPLIED PRINTING TECHNOLOGIES,
L.P.
By: Applied Printing Technologies, Inc.,
its general partner
By: /S/ Xxxx Xxxxxxx
----------------------
Name: Xxxx Xxxxxxx
----------------------
Title: CEO
SCHEDULE I
Applied Printing Technologies, L.P.
Number of Shares
----------------
1,313,933
Number of Options
-----------------
0
