PURCHASE AGREEMENT
Exhibit 99.1
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 14,
2008 by and among Xxxxx Family Limited Partnership (“Purchaser”), on the one hand, and
Xxxxxx Capital Partners I, L.P., Xxxxxx Capital Partners II, L.P., Whitecrest Partners, L.P., and
Xxxxxx Capital International, Ltd., on the other hand. Capitalized terms used herein without
definition shall have their meanings set forth in Section 6.01.
WHEREAS, Xxxxxx Capital Partners I, L.P., Xxxxxx Capital Partners II, L.P., Whitecrest
Partners, L.P. and Xxxxxx Capital International, Ltd. (collectively, the “Xxxxxx Funds” or
“Sellers”) own in aggregate 150 shares of Class B Common Stock (such 150 shares being
referred to herein collectively as the “Shares”) of Erie Indemnity Company, a Pennsylvania
corporation (the “Company”; and, together with the Erie Insurance Exchange and their
respective subsidiary corporations, the “ERIE Group”);
WHEREAS, the Xxxxxx Funds are managed by their investment manager, Pamet Capital Management,
L.P. (“Pamet”);
WHEREAS, Xxxxxx X. Xxxxx, the General Partner of Purchaser, is a member of the Company’s
board of directors and serves as its Chairman;
WHEREAS, this Agreement is being made and entered into, and the sale of Shares contemplated
hereby will be consummated, during the “window period” designated by the Company during which the
Company’s “statutory insiders” are permitted to buy or sell shares of stock of the Company in
accordance with the Company’s securities law compliance program; and
WHEREAS, Sellers desire to sell, and Purchaser desires to purchase, the Shares on the terms
and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
SALE OF SHARES AND CLOSINGS
1.01 Purchase and Sale. Sellers agree, severally and not jointly, to sell to
Purchaser, and Purchaser agrees to purchase from Sellers, all of the right, title and interest of
Sellers in and to the Shares held by such Sellers at the Closing on the terms and subject to the
conditions set forth in this Agreement.
1.02 Purchase Price. The purchase price for each Share shall be $130,830.00 and the
aggregate purchase price for all Shares shall be $19,624,500.00 (the “Purchase
Price”),
payable in immediately available United States funds at the Closing in the manner provided in
Section 1.03.
1.03 Closing. Subject to the satisfaction or waiver of the conditions set forth in
Article V, the consummation of the sale and purchase of the Shares provided for in
Section 1.01 (the “Closing”) shall take place at the offices of Xxxxxxxx &
Associates, P.C., 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxx, XX 00000-0000, by noon (local time) on
November 21, 2008 (the “Closing Date”), unless another time, date or place is agreed to in
writing by Purchaser and Sellers. At the Closing, Purchaser will pay the Purchase Price by wire
transfer of immediately available United States funds pursuant to the wire instructions set forth
on Exhibit “A” hereto. Simultaneously, Sellers will assign and transfer to Purchaser all of
Sellers’ right, title and interest in and to the Shares by delivering to Purchaser a certificate or
certificates representing the Shares, in genuine and unaltered form, duly endorsed in blank or
accompanied by duly executed stock powers endorsed in blank, with requisite stock transfer tax
stamps, if any, attached.
1.04 Further Assurances. Subject to the terms and conditions of this Agreement, at
any time or from time to time after the Closing, as and to the extent applicable, each of the
parties hereto shall execute and deliver such other documents and instruments, provide such
materials and information and take such other actions as may reasonably be necessary, proper or
advisable, to the extent permitted by applicable Law, to fulfill their respective obligations
under this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller, severally and not jointly, hereby represents and warrants to Purchaser, solely
with respect to itself and any Shares referred to in this Agreement as being owned by it, as
follows:
2.01 Organization of Seller. Seller (i) is an entity duly organized, validly existing
and in good standing under the Laws of its jurisdiction of formation and (ii) has full power and
authority to execute and deliver this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated hereby, including without limitation to own, hold, sell
and transfer (pursuant to this Agreement) the Shares.
2.02 Authority. The execution and delivery by Seller of this Agreement, and the
performance by Seller of its obligations hereunder, have been duly and validly authorized by the
investment manager of Seller, no other action on the part of Seller or its partners or
shareholders being necessary. This Agreement has been duly and validly executed and delivered by
Seller and constitutes a legal, valid and binding obligation of Seller enforceable against Seller
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
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2.03 Ownership of Shares. Seller owns the number of Shares designated on Schedule
I hereto, beneficially and of record, free and clear of all Liens. The delivery of a
certificate or certificates at the Closing representing the Shares in the manner provided in
Section 1.03 will transfer to Purchaser good and valid title to the Shares, free and clear
of all Liens.
2.04 No Conflicts; Governmental Approvals and Filings.
(a) The execution and delivery by Seller of this Agreement does not, and the
performance by Seller of its obligations under this Agreement and the consummation of the
Purchase will not, (i) conflict with or result in a violation or breach of any of the terms,
conditions or provisions of the certificate or articles of incorporation or by-laws (or
other comparable organizational documents) of Seller or (ii) conflict with or result in a
violation or breach of any term or provision of any Law or Order applicable to Seller or any
of its assets and properties.
(b) No consent, approval or action of, filing with or notice to any Governmental or
Regulatory Authority on the part of Seller is required in connection with the execution,
delivery and performance of this Agreement or the consummation of the Purchase.
2.05 Legal Proceedings. As of the date hereof, there is no pending or, to the
knowledge of Seller, threatened, Action or Proceeding against or relating to Seller, nor is there
any Order imposed upon Seller by or before any Governmental or Regulatory Authority, that would,
individually or in the aggregate, reasonably be expected to impair in any material respect the
ability of Seller to perform its obligations hereunder or prevent or materially delay consummation
of the Purchase.
2.06 Disclosure. Purchaser has informed Sellers that Purchaser may be in possession of
confidential or material, non-public information concerning the ERIE Group (the “Confidential
Information”), which, if publicly disclosed, could affect the trading price of the Shares,
including information that may be indicative that the value of the Shares is different than the
Purchase Price. Seller acknowledges that the General Partner of Purchaser is a member of the
Company’s board of directors and serves as its Chairman and that no Confidential Information has
been disclosed by Purchaser to Sellers. Notwithstanding any possession of Confidential Information
by Purchaser and the absence of disclosure thereof to Sellers, Seller desires to consummate the
Purchase for its own business purpose and agrees that Purchaser shall not have any liability to
Seller with respect to the non-disclosure of any Confidential Information, whether arising
directly, derivatively or indirectly, primarily or secondarily, by contract or operation of Law or
otherwise, including, without limitation, as a matter of contribution, indemnification, set-off,
rescission or reimbursement. Seller hereby assumes and accepts the risk that the Confidential
Information was not known to Seller before entering into this Agreement and may not be known at the
time of the Closing and of the impact of the Confidential Information on the value of the Shares.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to each Seller as follows:
3.01 Organization of Purchaser. Purchaser is a limited partnership duly organized,
validly existing and in good standing under the Laws of the jurisdiction of its formation and has
full power and authority to execute and deliver this Agreement and to perform its obligations
hereunder and to consummate the transactions contemplated hereby.
3.02 Authority. The execution and delivery by Purchaser of this Agreement, and the
performance by Purchaser of its obligations hereunder, have been duly and validly authorized by the
general partner of Purchaser, no other action on the part of Purchaser or its partners being
necessary. This Agreement has been duly and validly executed and delivered by Purchaser and
constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in
accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
3.03 No Conflicts; Governmental Approvals and Filings.
(a) The execution and delivery by Purchaser of this Agreement does not, and the
performance by Purchaser of its obligations under this Agreement and the consummation of
the Purchase will not, (i) conflict with or result in a violation or breach of any of the
terms, conditions or provisions of the certificate or articles of incorporation or by-laws
(or other comparable organizational documents) of Purchaser or (ii) conflict with or result
in a violation or breach of any term or provision of any Law or Order applicable to
Purchaser or any of its assets and properties.
(b) Except for the filings referenced in the last sentence of Section 4.02, no
consent, approval or action of, filing with or notice to any Governmental or Regulatory
Authority on the part of Purchaser is required in connection with the execution, delivery
and performance of this Agreement or the consummation of the Purchase.
3.04 Legal Proceedings. As of the date hereof, there is no pending or, to the
knowledge of Purchaser, threatened, Action or Proceeding against or relating to Purchaser, nor is
there any Order imposed upon Purchaser by or before any Governmental or Regulatory Authority, that
would, individually or in the aggregate, reasonably be expected to impair in any material respect
the ability of Purchaser to perform its obligations hereunder or prevent or materially delay
consummation of the Purchase.
3.05 Purchase for Investment; No Reliance. Purchaser (i) is an “accredited investor” (as
that term is defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended) and a
sophisticated buyer with respect to the Shares, and has such knowledge, experience and skill in
evaluating and investing in securities, based on actual participation in
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financial, investment and business matters such that Purchaser is capable of evaluating the merits
and risks of the Purchase and negotiating the terms thereof, (ii) has had the opportunity to
consult with such advisors as it deems appropriate with respect to the Purchase, (iii) has adequate
information concerning the Shares, (iv) has adequate information concerning the business and
financial condition of the ERIE Group as it deems necessary to enter into this Agreement and has
had an opportunity to discuss such information with its advisors, (v) has conducted, to the extent
it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary
for it to make an informed investment decision with respect to the Shares and the Purchase, (vi)
has not relied upon Sellers or any person affiliated with Sellers for any investigation into,
assessment of, or evaluation with respect to the Shares or the Purchase, and (vii) is buying the
Shares for investment purposes only, not with a view toward distribution or resale in violation of
any applicable securities laws, as principal for its own account and not as a broker or agent for
another party.
3.06. Adequate Funds. Purchaser has, and at the Closing will have, sufficient cash
resources and/or available credit facilities to pay the aggregate Purchase Price and to make all
other necessary payments of fees and expenses in connection with the transactions contemplated by
this Agreement. Purchaser acknowledges that Purchaser’s obligation hereunder to purchase the
Shares at the Closing is not conditioned on the availability of financing.
ARTICLE IV
COVENANTS
4.01 No Solicitations. Until 5:00 p.m. (local time) on the Closing Date, neither
Pamet nor any Seller will, nor will they permit any of their subsidiaries, affiliates or
representatives to, take, directly or indirectly, any action to initiate, assist, solicit,
receive, negotiate, encourage or accept any offer or inquiry from any person (a) to purchase all
or any portion of the Shares or (b) to reach any agreement or understanding (whether or not such
agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise
attempt to consummate, any sale of all or any portion of the Shares.
4.02 Confidentiality. Without the prior written consent of all of the parties hereto, each
party agrees that it will not, and will cause its respective representatives not to, make any
release to the press or other disclosure to any third party (other than by Purchaser or its
representatives to the Company and its board of directors, and excluding partners or shareholders
of Sellers) with respect to the existence or contents of this Agreement, except for such
disclosure as may be necessary, in the opinion of counsel, for the party proposing to make the
disclosure not to be in violation of or default under any applicable Law or Order. If any party
proposes to make any disclosure based upon such an opinion, that party will deliver the text of
the proposed disclosure to the other parties as far in advance of its disclosure as is
practicable, and will in good faith consult with and consider the suggestions of the other parties
concerning the nature and scope of the information it proposes to disclose. Notwithstanding the
foregoing, it is hereby acknowledged that Purchaser will file, or cause to be filed, (i) a Form 4
with the Securities and Exchange Commission relating to the Purchase on or prior to the second
business day after the date hereof and (ii) a Schedule 13D with the Securities and Exchange
Commission relating to the
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Purchase on or prior to the tenth calendar day after the date hereof and Sellers will file or
cause to be filed all necessary reports required by State or Federal Law.
4.03 Waiver of Claims.
(a) Each Seller acknowledges that it is not relying on any representations or
warranties of Purchaser other than those set forth in this Agreement. Accordingly, Sellers
hereby irrevocably waive any and all actions, causes, rights or claims, whether known or
unknown, contingent or matured, and whether currently existing or hereafter arising, that
they may have or hereafter acquire (“Claims”) against Purchaser and/or its
partners, agents and affiliates (collectively, the “Released Persons”) directly or
indirectly arising out of, relating to or resulting from Purchaser’s failure to disclose
any Confidential Information to Sellers, including, without limitation, Claims under
applicable federal and/or state securities laws, and agrees not to institute or maintain
any cause of action, suit or complaint or other proceeding against any Released Persons as
a result of Purchaser’s or such persons’ failure to disclose the Confidential Information.
(b) Purchaser acknowledges that it is not relying on any representations or warranties
of Sellers other than those set forth in the Agreement. Accordingly, Purchaser hereby
irrevocably waives any and all actions, causes, rights or claims, whether known or unknown,
contingent or matured, and whether currently existing or hereafter arising, that it may have
or hereafter acquire (“Potential Purchaser Claims”) against any partner of each
Seller and/or the officers, directors, partners, members, employees, agents and affiliates
of each Seller or any partner of each Seller (collectively, the “Seller Released
Persons”) arising out of, relating to or resulting from the failure by any Seller to
disclose any information concerning the ERIE Group and/or the Purchase to Purchaser,
including, without limitation, Potential Purchaser Claims under applicable federal and/or
state securities laws, and agrees not to institute or maintain any cause of action, suit or
complaint or other proceeding against any Seller Released Persons as a result of any
Seller’s or such persons’ failure to disclose any such information.
ARTICLE V
CONDITIONS
5.01 Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder
to purchase the Shares are subject to the fulfillment, at or before the Closing, of the condition
which may be waived in whole or in part by Purchaser in its sole discretion that each of the
representations and warranties made by Sellers in this Agreement shall be true and correct in all
material respects on and as of the Closing Date as though such representation or warranty was made
on and as of the Closing Date.
5.02 Conditions to Obligations of Sellers. The obligations of Sellers hereunder to sell the
Shares are subject to the fulfillment, at or before the Closing, of the condition (which may be
waived in whole or in part by Sellers in their sole discretion) that each of the representations
and warranties made by Purchaser in this Agreement shall be true and correct in
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all material respects on and as of the Closing Date as though such representation or warranty was
made on and as of the Closing Date.
ARTICLE VI
DEFINITIONS
6.01 Definitions.
(a) Defined Terms. As used in this Agreement, the following defined terms have
the meanings indicated below:
“Xxxxxx Funds” has the meaning set forth in the recitals hereto.
“Action or Proceeding” means any action, suit, proceeding, hearing, charge,
complaint, grievance, arbitration or Governmental or Regulatory Authority investigation
“Agreement” has the meaning set forth in the preamble hereto.
“Claims” has the meaning set forth in Section 4.03(a).
“Class A Common Stock” means the authorized Class A Common Stock of the
Company.
“Class B Common Stock” means the authorized Class B Common Stock of the
Company.
“Closing” has the meaning set forth in Section 1.04.
“Closing Date” has the meaning set forth in Section 1.04.
“Closing Sale Price” has the meaning set forth in Section 6.01.
“Company” has the meaning set forth in the recitals hereto.
“Confidential Information” has the meaning set forth in Section
2.06.
“ERIE Group” has the meaning set forth in the recitals hereto.
“Governmental or Regulatory Authority” means any court, tribunal, arbitrator,
authority, agency, commission, official or other instrumentality of any applicable
jurisdiction.
“Laws” means all laws, statutes, rules, regulations, ordinances and other
pronouncements having the effect of law of the United States or any state, county, city or
other political subdivision thereof or of any Governmental or Regulatory Authority.
“Liens” means any mortgage, pledge, assessment, security interest, lease,
lien,
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adverse claim, levy, charge or other encumbrance of any kind, or any conditional sale
contract, title retention contract or other contract to give any of the foregoing, or any
voting agreement or trust or other restriction on voting or alienation whether memorialized
by contract or otherwise.
“Order” means any writ, judgment, decree, injunction or similar order of any
Governmental or Regulatory Authority (in each such case whether preliminary or final).
“Pamet” has the meaning set forth in the recitals hereto.
“Potential Purchaser Claims” has the meaning set forth in Section
4.03(a).
“Purchase” means the purchase and sale of the Shares contemplated by this
Agreement.
“Purchase Price” has the meaning set forth in Section 1.02.
“Purchaser” has the meaning set forth in the preamble hereto.
“Released Persons” has the meaning set forth in Section 4.03(a).
“Seller Released Persons” has the meaning set forth in Section
4.03(a).
“Sellers” has the meaning set forth in the recitals hereto.
“Shares” has the meaning set forth in the recitals hereto.
(b) Construction of Certain Terms and Phrases. Unless the context of this
Agreement otherwise requires, (i) words of any gender include each other gender; (ii) 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.
ARTICLE VII
TERMINATION
7.01 Termination. This Agreement may be terminated, and the transactions
contemplated hereby may be abandoned, at any time before the Closing:
(a) by mutual written agreement of Sellers and Purchaser;
(b) by Sellers or Purchaser, in the event that any Governmental or Regulatory
Authority has issued a final, non-appealable Order enjoining the Purchase or otherwise
making the consummation of the transactions contemplated by this Agreement illegal; or
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(c) by Sellers or Purchaser, in the event that the Closing shall not have occurred on
or prior to November 21, 2008, provided that this Agreement may not be terminated by
any party hereto whose breach of its obligations under this Agreement has resulted in the
failure of the Closing to occur on or prior to such date.
7.02 Effect of Termination. If this Agreement is validly terminated pursuant to
Section 7.01, this Agreement will forthwith become null and void, and there will be no
liability or obligation on the part of Sellers or Purchaser (or any of their respective members,
partners, officers, employees, agents or other representatives or affiliates), except as provided
in the next succeeding sentence and except that the provisions with respect to expenses in
Section 8.03 and confidentiality in Section 4.02 will continue to apply following
any such termination. Notwithstanding any other provision in this Agreement to the contrary, upon
termination of this Agreement pursuant to Section 7.01(b), any Seller will remain liable
to Purchaser for any willful breach of this Agreement by such Seller existing at the time of such
termination, and Purchaser will remain liable to Sellers for any willful breach of this Agreement
by Purchaser existing at the time of such termination, and Sellers or Purchaser may seek such
remedies, including damages and fees of attorneys, against the other with respect to any such
breach as are provided in this Agreement or as are otherwise available at Law or in equity.
ARTICLE VIII
MISCELLANEOUS
8.01 Notices. All notices, requests and other communications hereunder must be in
writing and will be deemed to have been duly given only if delivered personally, by facsimile
transmission (with acknowledgement received), by electronic mail (with receipt confirmed), by
overnight courier (providing proof of delivery) or mailed (first class postage prepaid) to the
parties at the following addresses or facsimile numbers:
If to Purchaser, to:
c/o Richards & Associates, P.C.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
E-mail: xxxxx@xxxxxxxxxx.xxx
Attn: Xxxxx X. Xxxxxxxx, Esq.
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxx, XX 00000-0000
Facsimile No.: (000) 000-0000
E-mail: xxxxx@xxxxxxxxxx.xxx
Attn: Xxxxx X. Xxxxxxxx, Esq.
If to Pamet or any Seller, to:
c/o Abrams Capital
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
E-mail: xxxxx@xxxxxxxxxxxxx.xxx
Attn: Xxxx Xxxx, Esq.
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Facsimile No.: (000) 000-0000
E-mail: xxxxx@xxxxxxxxxxxxx.xxx
Attn: Xxxx Xxxx, Esq.
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All such notices, requests and other communications will be deemed received on the date of receipt
by the recipient thereof. Any party from time to time may change its address, facsimile number or
other information for the purpose of notices to that party by giving notice specifying such change
to the other party hereto.
8.02 Entire Agreement. This Agreement supersedes all prior discussions and agreements
between the parties with respect to the subject matter hereof, including without limitation that
certain letter agreement between Purchaser and Pamet, dated October 17, 2008, and contains the
sole and entire agreement between the parties hereto with respect to the subject matter hereof.
8.03 Expenses. Whether or not the transactions contemplated hereby are consummated,
each party will pay its own costs and expenses incurred in connection with the negotiation,
execution and closing of this Agreement and the transactions contemplated hereby.
8.04 Waiver. Any term or condition of this Agreement may be waived at any time by the
party that is entitled to the benefit thereof, but no such waiver shall be effective unless set
forth in a written instrument duly executed by or on behalf of the party waiving such term or
condition. No waiver by any party of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under this Agreement or
by Law or otherwise afforded, will be cumulative and not alternative.
8.05 Amendment. This Agreement may be amended, supplemented or modified only by a
written instrument duly executed by or on behalf of each party hereto.
8.06 No Third Party Beneficiary. The terms and provisions of this Agreement are
intended solely for the benefit of each party hereto and their respective successors or permitted
assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon
any other person, other than a Released Person to the extent provided in Section 4.03(a)
and Seller Released Person to the extent provided in
Section 4.03(b).
Section 4.03(b).
8.07 No Assignment; Binding Effect. Neither this Agreement nor any right, interest or
obligation hereunder may be assigned by any party hereto, in whole of in part, by operation of Law
or otherwise, without the prior written consent of each other party hereto and any attempt to do
so will be void, except that Purchaser may assign all, but not less than all, of its rights,
interests and obligations hereunder, including its right to purchase the Shares on the terms but
subject to the conditions contained in this Agreement, to the Company by execution of an
instrument in form and substance reasonably satisfactory to Pamet; provided,
however, that no such assignment shall relieve Purchaser of its obligations hereunder. Any
failure by the Company to fulfill its obligations arising hereunder as a result of such assignment
shall constitute a termination of such assignment and require Purchaser to fulfill its obligations
under this Agreement at such times and in accordance with the terms hereof as if such assignment
had not occurred. This Agreement is binding upon, inures to the benefit of and is enforceable by
the parties hereto and their respective successors and permitted assigns.
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8.08 Headings. The headings used in this Agreement have been inserted for convenience
of reference only and do not define or limit the provisions hereof.
8.09 Invalid Provisions. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under any present or future Law, and if the rights or obligations of any
party hereto under this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the
remaining provisions of this Agreement will remain in full force and effect and will not be
affected by the illegal, invalid or unenforceable provision or by its severance herefrom.
8.10 Governing Law. This Agreement shall be governed by and construed in accordance
with the Laws of the State of Delaware without giving effect to the conflicts of laws principles
thereof that would require the application of the Law of another jurisdiction.
8.11 Counterparts. This Agreement may be executed in any number of counterparts, each
of which will be deemed an original, but all of which together will constitute one and the same
instrument.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by or on behalf of each
party hereto as of the date first above written.
| XXXXX FAMILY LIMITED PARTNERSHIP |
||||
| By | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | General Partner | |||
| XXXXXX CAPITAL PARTNERS I, L.P. |
||||
| By: | Pamet Capital Management, L.P., its Investment Manager | |||
| By: Pamet Capital Management, LLC | ||||
| By | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Member | |||
| XXXXXX CAPITAL PARTNERS II, L.P. |
||||
| By: | Pamet Capital Management, L.P., its Investment Manager | |||
| By: Pamet Capital Management, LLC | ||||
| By | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Member | |||
| WHITECREST PARTNERS, L.P. |
||||
| By: | Pamet Capital Management, L.P., its Investment Manager | |||
| By: Pamet Capital Management, LLC | ||||
| By | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Member | |||
| XXXXXX CAPITAL INTERNATIONAL, LTD. |
||||
| By: | Pamet Capital Management, L.P., its Investment Manager | |||
| By: Pamet Capital Management, LLC | ||||
| By | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Managing Member | |||
Schedule I
| Seller | Number of Shares | Purchase Price | ||||||
Xxxxxx Capital Partners I, L.P. |
10 | 1,308,300 | ||||||
Xxxxxx Capital Partners II, L.P. |
110 | 14,391,300 | ||||||
Whitecrest Partners, L.P. |
21 | 2,747,430 | ||||||
Xxxxxx Capital International, Ltd. |
9 | 1,177,470 | ||||||
TOTAL |
150 | $ | 19,624,500 | |||||
