AGREEMENT
Exhibit 99.1
AGREEMENT
This Agreement, dated as of November 15, 2007 (“Agreement”), is by and among X. Xxxxxxxx,
Inc., a Delaware corporation (the “Company”), and the other persons and entities that are
signatories hereto (collectively, the “Barington Group,” and each, individually, a “member” of the
Barington Group) which are or may be deemed to be the members of a “group” with respect to the
common stock of the Company, par value $1.00 per share (the “Common Stock”), pursuant to Rule 13d-5
promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
WHEREAS, (i) the Barington Group has publicly indicated that it intends to solicit proxies for
the election of two of its own nominees (the “Proxy Solicitation”) to the Company’s board of
directors (the “Board”) at the 2007 annual meeting of stockholders of the Company (the “2007 Annual
Meeting”) and has taken certain actions in furtherance thereof, and (ii) Barington Companies Equity
Partners, L.P. (“Barington”) and Barington Companies Offshore Fund, Ltd. delivered demand letters
(the “Demand Letters”) to the Company on October 25, 2007 and November 8, 2007, demanding, pursuant
to Section 220 of the Delaware General Corporation Law and the common law of the State of Delaware
(“Delaware law”), copies of certain books, records and documents of the Company (the “Demanded
Records”); and
WHEREAS, the Company and each of the members of the Barington Group have determined that the
interests of the Company and its stockholders would be best served by, among other things, avoiding
the Proxy Solicitation and believe that entering into this Agreement is in the best interests of
the Company and its stockholders.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Representations and Warranties of the Company. The Company hereby represents and
warrants to the Barington Group that (a) this Agreement has been duly authorized, executed and
delivered by the Company, and is a valid and binding obligation of the Company, 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 generally affecting the rights of creditors and subject to general equity principles; and (b)
neither the execution of this Agreement nor the consummation of any of the transactions
contemplated hereby nor the fulfillment of the terms hereof, in each case in accordance with the
terms hereof, will conflict with, result in a breach or violation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to
the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument to which the Company or
any of its subsidiaries is a party or bound or to which its or their property is subject.
2. Representations and Warranties of the Barington Group. Each member of the
Barington Group represents and warrants to the Company that (a) this Agreement has been duly
authorized, executed and delivered by such member, and is a valid and binding obligation of
such member, 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 generally affecting the rights of creditors and
subject to general equity principles; (b) as of the date of this Agreement, the Barington Group and
its members’ respective Affiliates and Associates currently own in the aggregate 2,506,362 shares
of Common Stock and (c) any person who joins the Barington Group after the date hereof, as such
group is reported pursuant to Rule 13d-5 promulgated by the SEC under the Securities Exchange Act,
shall agree to comply with the provisions of Section 8 of this Agreement during the term hereof.
3. Barington Letter; Demand Letter. Barington hereby withdraws (a) its letter dated
October 5, 2007 to the Secretary of the Company providing Notice to the Secretary of the intention
of Barington to nominate persons for election as directors at the 2007 Annual Meeting (the
“Barington Letter”) and (b) the Demand Letters.
4. CEO Succession. Concurrently with the execution of this Agreement, the Company
will announce that Xxxxx X. Xxxxxx (“Xxxxxx”) will retire by March 1, 2008 as the Company’s
Chairman of the Board, President and Chief Executive Officer and the commencement of a search
process to identify his successor. Xxxxxx will retain his role as Chairman, President and Chief
Executive Officer until his successor is appointed, which shall occur by no later than March 1,
2008, with the expectation that such successor shall replace Xxxxxx on the Board.
5. Board Matters.
(a) Prior to the time that the Company mails its definitive proxy statement for the Company’s
2007 Annual Meeting, but in any event no later than thirty (30) days from the date hereof, an
independent director (the “Independent Director”) shall be identified to be nominated by the
Company for election as a Class III director at the Company’s 2007 Annual Meeting in accordance
with Section 5(b) hereof. The Independent Director shall be a person recommended by the Barington
Group who is reasonably acceptable to the Nominating and Corporate Governance Committee of the
Board, with business experience in such areas as would reasonably be expected to enhance the Board,
consistent with the Company’s Corporate Governance Guidelines relating to director qualifications
and Board composition. The Independent Director shall qualify as “independent” under the listing
standards of The Nasdaq Stock Market, Inc (Marketplace Rule 4200 and any successor thereto) and
Item 407(a) of Regulation S-K promulgated by the SEC, and shall be an individual that the Company
and the Barington Group reasonably believe does not have a relationship with the Barington Group,
the Company or any of the Company’s executive officers that would impair the independence of such
director in carrying out the responsibilities of a director of the Company. In making its
recommendations, the Barington Group will consider and interview candidates suggested by the
Nominating and Corporate Governance Committee.
(b) The Company shall include (i) Xxxxxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxxxx
(“Xxxxxxxxxxx”) and the Independent Director on the Board’s slate of nominees for election as Class
III directors of the Company at the 2007 Annual Meeting for a three-year term ending at the
Company’s 2010 Annual Meeting and until their successors have been duly elected and qualified and
(ii) use its reasonable best efforts to cause the election of such directors at the
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Company’s 2007 Annual Meeting including, without limitation, recommending that the Company’s
stockholders vote in favor of the election of the directors at the 2007 Annual Meeting and voting
the shares of Common Stock represented by all proxies granted by stockholders in connection with
the solicitation of proxies by the Board of Directors in connection with the meeting in favor of
such directors, except for such proxies that specifically indicate a vote to withhold authority
with respect to such directors. Neither the Board nor the Company shall take any position, make
any statements or take any action inconsistent with such recommendations. The Company shall
schedule the 2007 Annual Meeting to be held in January 2008 and the Company shall not further
postpone or reschedule the 2007 Annual Meeting without the prior written consent of the Barington
Group or except as otherwise required by law.
(c) The Barington Group agrees to vote all shares of Common Stock it is entitled to vote in
favor of the Board’s slate of nominees for election as Class III directors of the Company at the
2007 Annual Meeting and any postponement or adjournment thereof, and not in favor of any other
nominees to serve on the Board, provided that such slate consists of the director nominees set
forth in Section 5(b)(i) above, or other director nominees acceptable to the Barington Group. No
member of the Barington Group shall take any position, make any statements or take any action
inconsistent with the foregoing. Xxxxxxxxxxx acknowledges that, as a director nominee to the
Board, he may be deemed to be a participant in the solicitation of proxies by the Company and
agrees, if requested by the Company, to reasonably assist in the solicitation of proxies in favor
of the Board’s slate of nominees for election as Class III directors of the Company at the 2007
Annual Meeting, including reasonable participation with the Company in meetings with stockholders
and Institutional Shareholder Services.
(d) If at any time during the term of the Class III directors to be elected at the 2007
Annual Meeting there shall occur a vacancy in the Board seat previously occupied by Xxxxxxxxxxx by
reason of the resignation, removal, death or incapacity of Xxxxxxxxxxx, then the Company shall take
all necessary action to promptly fill such vacancy with a person recommended by the Barington Group
having reasonably appropriate business experience and background. If at any time during the term
of the Class III directors to be elected at the 2007 Annual Meeting there shall occur a vacancy in
the Board seat previously occupied by the Independent Director by reason of the resignation,
removal, death or incapacity of the Independent Director, then the Company shall take all necessary
action to promptly fill such vacancy with a person recommended by the Barington Group who is
reasonably acceptable to the Nominating and Corporate Governance Committee of the Board, with
business experience in such areas as would reasonably be expected to enhance the Board, consistent
with the Company’s Corporate Governance Guidelines relating to director qualifications and Board
composition, that the Company and the Barington Group reasonably believe does not have a
relationship with the Barington Group, the Company or any of the Company’s executive officers that
would impair the independence of such director in carrying out the responsibilities of a director
of the Company.
(e) During the term of the Class III directors serving as of the date hereof and during the
term of the Class III directors to be elected at the 2007 Annual Meeting, (i) Xxxxxxxxxxx shall
continue to serve on the Executive Committee and shall serve as a member of the Nominating and
Corporate Governance Committee and (ii) the Independent Director shall be appointed to serve on a
standing committee of the Board on which Xxxxxxxxxxx is not a member, provided
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that the Independent Director is then qualified to serve on any such committee under
applicable legal requirements and listing standards.
(g) The Company shall provide the Barington Group with true and complete copies of any draft
preliminary or definitive proxy statements for the 2007 Annual Meeting as well as the Form 8-K
being filed with respect to this Agreement, not less than three (3) calendar days in the case of
proxy statements, and not less than one (1) business day in the case of the Form 8-K, prior to the
filing thereof, in order to provide the Barington Group with a reasonable opportunity to review and
comment thereon. The Company shall consider in good faith and in compliance with applicable laws
any comments of the Barington Group and its counsel. The Company shall use the language, or a
summary thereof that is agreed upon in the foregoing filings, in all other SEC filings that
disclose, discuss, refer to or are being filed in response to or as a result of this Agreement.
(h) Concurrently with the execution of this Agreement, the Company shall provide evidence,
reasonably satisfactory to the Barington Group, that the Board has authorized and approved this
Agreement and the execution and performance hereof.
6. Share Repurchase Program. The Board shall take such action as is necessary to
authorize the total number of shares of Common Stock authorized for repurchase under the Company’s
share repurchase program to be increased to five (5) million. The Company agrees to use its
reasonable best efforts to repurchase at least two (2) million shares by August 31, 2008 subject to
compliance with all applicable laws (including, without limitation, applicable securities laws),
taking into account prevailing market factors and materially relevant capital considerations of the
Company in determining the advisability of when and in what amounts to repurchase shares of Common
Stock.
7. Formation of Special Committee.
(a) Concurrently with the execution of this Agreement, the Board will form a special
committee (the “Special Committee”) consisting of Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X.
XxXxxxx, Xx., Xxxxxx X. Xxxx, Xxxxxxxxxxx and the Company’s Chief Executive Officer (with Xx. Xxxx
serving as Chairman) to explore all strategic alternatives to maximize and improve shareholder
value, including, without limitation, a strategic acquisition, merger or sale of the Company.
(b) The Company and its management team shall provide the Special Committee with access to
such information and materials, including, without limitation, the books, records, projections and
financial statements of the Company, and any documents, reports or studies as may be requested by
the Special Committee to assist the Special Committee in the discharge of its duties. In addition,
the Special Committee shall be authorized to engage such outside financial consultants and advisors
reasonably independent of the Company and the Barington Group as it deems necessary or appropriate
to assist the Special Committee in the discharge of its duties, and the Company shall pay the fees
and expenses of all such consultants and advisors.
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8. Standstill Period.
(a) Each member of the Barington Group agrees that, from the date of this Agreement until the
earlier of the date of the Company’s annual meeting of stockholders for its 2008 fiscal year (the
“2008 Annual Meeting”) and December 15, 2008 (such period, the “Standstill Period”), without the
prior written consent of the Board specifically expressed in a written resolution adopted by a
majority vote of the entire Board, neither it nor any of its Affiliates or Associates under its
control or direction will, and it will cause each of its Affiliates and Associates under its
control not to, directly or indirectly, in any manner: (i) engage in any solicitation of proxies or
consents to vote any voting securities of the Company or become a participant in any election
contest with respect to the Company, in each case, with respect to the Company’s 2007 Annual
Meeting, and, in each case, except in accordance with Section 5(c) above; (ii) seek to influence
any person with respect to the voting or disposition of any securities of the Company at the
Company’s 2007 Annual Meeting of Stockholders, except in accordance with Section 5(c) above;
provided, however, that any member of the Barington Group and any Affiliate or Associate of any
such member may disclose, publicly or otherwise, how it intends to vote or act with respect to any
securities of the Company, any stockholder proposal or other matter to be voted on by the
stockholders of the Company (other than the election of directors) and the reasons therefor; (iii)
otherwise act, alone or in concert with others, to seek to influence the management, the Board or
policies of the Company or initiate or take any action to obtain representation on the Board,
except as permitted expressly by this Agreement; or (iv) enter into any agreements with any third
party with respect to any of the foregoing, except in each case, as contemplated by this Agreement,
it being understood and agreed that nothing contained herein shall be construed to limit the
ability of any member of the Barington Group and any Affiliate or Associate of any such member to
form a “group” pursuant to Rule 13d-5 promulgated by the SEC under the Exchange Act with, or
acquire additional shares of Common Stock from, any party.
(b) Nothing contained in this Agreement shall limit any member of the Barington Group or the
Associates or Affiliates of such member from taking any of the actions otherwise prohibited in this
Agreement in connection with the 2008 Annual Meeting, including without limitation, nominating
directors or soliciting proxies for the election of directors or other purposes, requesting a
stockholder list, related information and other books and records, making public filings or
announcements or taking any other action, in each case, related to the solicitation of proxies at
the 2008 Annual Meeting.
(c) The provisions of this Section 8 shall not limit in any respect the actions of any
director of the Company in his or her capacity as such, recognizing that such actions are subject
to such director’s fiduciary duties to the Company and its stockholders.
(d) As used in this Agreement, the terms “Affiliate” and “Associate” shall have the
respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the
terms “beneficial owner” and “beneficial ownership” shall have the same 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.
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(e) In the event that the Company is in material breach of its obligations under this
Agreement, including, without limitation, a failure to comply in any material respect with the
provisions of Sections 4, 5, 6, 7, 9 or 10 of this Agreement, and such material breach is not cured
within 30 days after written notice thereof is provided to the Company by the Barington Group, then
in addition to any other remedies that the members of the Barington Group may have, the provisions
of Section 5(c) and Section 8(a) shall also terminate.
9. Expenses. Within five business days after receiving documentation thereof, the
Company shall reimburse Barington Capital Group, L.P. for the actual documented out-of-pocket
third-party expenses (up to a maximum of $200,000) incurred by the members of the Barington Group
in connection with its Schedule 13D filings, the Barington Letter and related anticipated proxy
solicitation, the Demand Letters and the drafting, negotiation and execution of this Agreement and
all related activities and matters.
10. Public Announcement. The Barington Group and the Company shall announce this
Agreement and the material terms hereof, including the retirement of Xxxxxx, by means of a mutually
acceptable joint press release in the form attached hereto as Exhibit A.
11. Specific Performance. Each of the members of the Barington Group, on the one
hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the
other party hereto 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 and that such injury
would not be adequately compensable in damages. It is accordingly agreed that the members of the
Barington Group or any of them, on the one hand, and the Company, on the other hand (the “Moving
Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any
violation of, the terms hereof, and the other party hereto will not take action, directly or
indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other
remedy or relief is available at law or in equity.
12. Jurisdiction; Applicable Law. Each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of
the State of Delaware in the event any dispute arises out of this Agreement or the transactions
contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it
shall not bring any action relating to this Agreement or the transactions contemplated by this
Agreement in any court other than the Court of Chancery or other federal or state courts of the
State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d)
agrees to waive any bonding requirement under any applicable law, in the case any other party seeks
to enforce the terms by way of equitable relief and (e) each of the parties irrevocably consents to
service of process by first class certified mail, return receipt requested, postage prepaid, to the
address of such parties’ principal place of business or as otherwise provided by applicable law.
THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY
THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
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13. Representative. Each member of the Barington Group hereby irrevocably appoints
Xxxxxxxxxxx, or Xxxxxxxxx Capital Group, L.P. in the event that Xxxxxxxxxxx is no longer serving in
such role, as such member’s attorney-in-fact and representative (the “Barington 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 Barington Group, upon any action taken by the Barington Representative or upon any
document, notice, instruction or other writing given or executed by the Barington Representative.
14. Severability. If at any time subsequent to the date hereof, any provision of
this Agreement shall be held by any court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and effect, but the illegality or
unenforceability of such provision shall have no effect upon the legality or enforceability of any
other provision of this Agreement.
15. Counterparts. This Agreement may be executed in two or more counterparts which
together shall constitute a single agreement.
16. Entire Agreement; Amendment; Release. This Agreement contains the entire
understanding of the parties hereto with respect to its subject matter and supersedes all prior
agreements between the parties hereto, including, without limitation (i) that certain agreement
dated October 25, 2006 (the “2006 Agreement”) which 2006 Agreement is hereby terminated and of no
further force or effect (except with respect to Sections 5(c), 5(d) and 6(b) of the 2006 Agreement,
in each case to the extent that performance of such section relates to dates following the date
hereof, each of which shall survive the date hereof and continue in full force and effect in
accordance with the terms hereof and thereof (the “2006 Surviving Obligations”)), and (ii) Section
9 of that certain agreement dated October 25, 2005 (the “2005 Agreement”), which survived the
termination of the 2005 Agreement pursuant to the 2006 Agreement, which provision is hereby
terminated and of no further force or effect (provided that Sections 5(d) and 6(a) of the 2005
Agreement shall continue to survive, in each case to the extent that performance of such section
relates to dates following the date hereof, each of which shall survive the date hereof and
continue in full force and effect in accordance with the terms hereof and thereof (the “2005
Surviving Obligations”)). Except for the 2006 Surviving Obligations and the 2005 Surviving
Obligations, the Company, on the one hand, and the Barington Group, on the other hand, do hereby
and forever release and discharge the other party, and all of its respective successors in
interest, and all its agents, officers, directors, members, partners, stockholders, associates,
affiliates, employees, representatives, attorneys, heirs, assigns, and/or their successors in
interest, from any and all claims, causes of action, liabilities, damages or demands of whatever
character which such party now has, whether known or unknown, against the other party concerning or
in any way related to the 2006 Agreement and the 2005 Agreement. 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 Barington Group, the
Barington Representative, or their respective successors or assigns.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized
signatories of the parties as of the date hereof.
| X. XXXXXXXX, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | President and Chief Executive Officer | |||
| BARINGTON COMPANIES EQUITY PARTNERS, L.P. | ||||
| By: | Barington Companies Investors, LLC, its | |||
| general partner | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Managing Member | |||
| BARINGTON INVESTMENTS, L.P. | ||||
| By: | Barington Companies Advisors, LLC, its | |||
| general partner | ||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Managing Member | |||
| BARINGTON COMPANIES ADVISORS, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Managing Member | |||
| BARINGTON COMPANIES INVESTORS, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Managing Member | |||
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| BARINGTON COMPANIES OFFSHORE FUND, LTD. |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | President | |||
| BARINGTON OFFSHORE ADVISORS II, LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| BARINGTON CAPITAL GROUP, L.P. | ||||
| By: | LNA Capital Corp., its general partner | |||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | President and CEO | |||
| LNA CAPITAL CORP. |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxxx | |||
| Title: | President and CEO | |||
| /s/ Xxxxx X. Xxxxxxxxxxx | ||||
| Xxxxx X. Xxxxxxxxxxx | ||||
| RJG CAPITAL PARTNERS, L.P. |
||||
| By: | RJG Capital Management, LLC, its general | |||
| partner | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
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| RJG CAPITAL MANAGEMENT, LLC |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| X.X. XXXXX SPECIAL OPPORTUNITIES FUND, L.P. |
||||
| By: | X.X. XXXXX PARTNERS, LLC, | |||
| its general partner | ||||
| BY: XXXXX HOLDINGS, LLC, its managing member |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| X.X. XXXXX SPECIAL OPPORTUNITIES FUND, LTD. |
||||
| By: | X.X. Xxxxx & Co., L.P., its manager | |||
| By: | DBZ GP, LLC, its general partner | |||
| By: | Xxxxx Holdings, LLC, its managing member | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
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| HCM/Z SPECIAL OPPORTUNITIES LLC |
||||
| By: | X.X. Xxxxx & Co., L.P., its manager | |||
| By: | DBZ GP, LLC, its general partner | |||
| By: | Xxxxx Holdings, LLC, its managing member | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| X.X. XXXXX & CO., L.P. |
||||
| By: | DBZ GP, LLC, its general partner | |||
| By: | Xxxxx Holdings, LLC, its managing member | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| DBZ GP, LLC |
||||
| By: | Xxxxx Holdings, LLC, its managing member | |||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| XXXXX HOLDINGS, LLC |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Managing Member | |||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
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