Shareholder Letter Agreement
Exhibit 99.5
Shareholder Letter Agreement
THE XXXXXX XXXXXX CORPORATION
November 9, 0000
Xxxxxxxx Xxxxxx Capital Management, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Xxx X. Xxxxxxxxx
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Xxx X. Xxxxxxxxx
Ladies and Gentlemen:
Reference is made to the Amended and Restated Stock Purchase Agreement (the “Stock
Purchase Agreement”), effective as of March 31, 2010, as amended, between General Growth
Properties, Inc. and Pershing Square Capital Management, L.P. (“PSCM”), on behalf of
Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing
Square International V, Ltd. (each, except PSCM, together with its permitted nominees and assigns,
a “Purchaser”). Capitalized terms used but not otherwise defined in this letter agreement
(this “Agreement”) shall have the meanings attributed to such terms in the Stock Purchase
Agreement as in effect on the date hereof.
Pursuant to the terms of the Stock Purchase Agreement and the Plan, The Xxxxxx Xxxxxx
Corporation (“THHC”) and each Purchaser hereby agree as follows:
1. Subscription Right.
(i) Sale of New Equity Securities. If THHC or any Subsidiary of THHC at any
time or from time to time makes any public or non-public offering of any shares of GGO
Common Stock (or securities that are convertible into or exchangeable or exercisable for, or
linked to the performance of, GGO Common Stock) (other than (1) pursuant to the granting or
exercise of employee stock options or other stock incentives pursuant to THHC’s stock
incentive plans and employment arrangements as in effect from time to time or the issuance
of stock pursuant to THHC’s employee stock purchase plan as in effect from time to time, (2)
pursuant to or in consideration for the acquisition of another Person, business or assets by
THHC or any of its Subsidiaries, whether by purchase of stock, merger, consolidation,
purchase of all or substantially all of the assets of such Person or otherwise or (3) to
strategic partners or joint venturers in connection with a commercial relationship with THHC
or its Subsidiaries or to parties in connection with them providing THHC or its Subsidiaries
with loans, credit lines, cash price reductions or similar transactions, under arm’s-length
arrangements) (the “Proposed Securities”), the members of the Purchaser Group shall
have the right to acquire from THHC (the “Subscription Right”) for the same price
(net of any underwriting discounts or sales commissions or any other discounts or fees if
not purchasing from or through an underwriter, placement agent or broker) and on the same
terms as such Proposed Securities are proposed to be offered to
others, up to the amount of such Proposed
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Securities in the aggregate required to
enable it to maintain its aggregate proportionate GGO Common Stock-equivalent interest in
THHC on a Fully Diluted Basis determined in accordance with the following sentence, in each
case, subject to such limitations as may be imposed by applicable Law or stock exchange
rules. The aggregate amount of such Proposed Securities that the members of the Purchaser
Group shall be entitled to purchase in the aggregate in any offering pursuant to the above
shall (subject to such limitations as may be imposed by applicable Law or stock exchange
rules) be determined by multiplying (x) the total number of such offered shares of Proposed
Securities by (y) a fraction, the numerator of which is the aggregate number of shares of
GGO Common Stock held by the Purchaser Group on a Fully Diluted Basis as of the date of
THHC’s notice pursuant to Section 1(ii) in respect of the issuance of such Proposed
Securities, and the denominator of which is the number of shares of GGO Common Stock then
outstanding on a Fully Diluted Basis. For the avoidance of doubt, the actual amount of
securities to be sold or offered to the members of the Purchaser Group pursuant to their
exercise of the Subscription Right hereunder shall be proportionally reduced if the
aggregate amount of Proposed Securities sold or offered is reduced. Any offers and sales
pursuant to this Section 1 in the context of a registered public offering shall be
conditioned upon reasonably acceptable representations and warranties of each applicable
member of the Purchaser Group designated pursuant to Section 1(vi) regarding its
status as the type of offeree to whom a private sale can be made concurrently with a
registered public offering in compliance with applicable securities Laws.
(ii) Notice. In the event THHC proposes to offer Proposed Securities, it shall
give each Purchaser written notice of its intention, describing the estimated price (or
range of prices), anticipated amount of securities, timing and other terms upon which THHC
proposes to offer the same (including, in the case of a registered public offering and to
the extent possible, a copy of the prospectus included in the registration statement filed
with respect to such offering), no later than ten (10) Business Days after the commencement
of marketing with respect to such offering or after THHC takes substantial steps to pursue
any other offering. The applicable member of the Purchaser Group shall have three (3)
Business Days from the date of receipt of such a notice to notify THHC in writing that it
intends to exercise the applicable Subscription Right and as to the amount of Proposed
Securities such member of the Purchaser Group desires to purchase, up to the maximum amount
calculated pursuant to Section 1(i). In connection with an underwritten public
offering, such notice shall constitute a non-binding indication of interest to purchase
Proposed Securities at such a range of prices as such member of the Purchaser Group may
specify and, with respect to other offerings, such notice shall constitute a binding
commitment of the applicable member of such Purchaser Group to purchase the amount of
Proposed Securities so specified at the price and other terms set forth in THHC’s notice to
each Purchaser. The failure of such member of the Purchaser Group to so respond within such
three (3) Business Day period shall be deemed to be a waiver of the applicable Subscription
Right under this Section 1 only with respect to the offering described in the
applicable notice. In connection with an underwritten public offering or a private
placement, the applicable member of the Purchaser Group shall further enter into an
agreement (in form and substance customary for transactions of this type) to purchase the
Proposed Securities to be acquired contemporaneously with the
execution of any underwriting agreement or purchase agreement entered into with THHC,
the underwriters or initial purchasers of such underwritten public offering or private
placement, and the failure of such member of the Purchaser Group to enter into such an
agreement at or prior to such time shall constitute a waiver of the Subscription Right in
respect of such offering.
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(iii) Purchase Mechanism. If a member of the Purchaser Group exercises its
Subscription Right provided in this Section 1, the closing of the purchase of the
Proposed Securities with respect to which such right has been exercised shall take place
concurrently with the sale to the other investors in the applicable offering, which period
of time for the closing of the purchase of the Proposed Securities with respect to which
such right has been exercised shall be extended for a maximum of one hundred eighty (180)
days in order to comply with applicable Laws (including receipt of any applicable regulatory
or stockholder approvals). Each of THHC and the applicable member of the Purchaser Group
shall use its reasonable best efforts to secure any regulatory or stockholder approvals or
other consents, and to comply with any Law necessary in connection with the offer, sale and
purchase of, such Proposed Securities.
(iv) Failure of Purchase. In the event (A) the applicable member of the
Purchaser Group fails to exercise its Subscription Right provided in this Section 1
within said three (3) Business Day period, or (B) if so exercised, such member of the
Purchaser Group fails or is unable to consummate such purchase within the one hundred eighty
(180) day period specified in Section 1(iii), without prejudice to other remedies,
THHC shall thereafter be entitled during the Additional Sale Period to sell the Proposed
Securities not elected to be purchased pursuant to this Section 1 or which the
applicable member of the Purchaser Group fails to, or is unable to, purchase, at a price and
upon terms no more favorable in any material respect to the purchasers of such securities
than were specified in THHC’s notice to each Purchaser. In the event THHC has not sold the
Proposed Securities within the Additional Sale Period, THHC shall not thereafter offer,
issue or sell such Proposed Securities without first offering such securities to the members
of the Purchaser Group in the manner provided above.
(v) Non-Cash Consideration. In the case of the offering of securities for a
consideration in whole or in part other than cash, including securities acquired in exchange
therefor (other than securities by their terms so exchangeable), the consideration other
than cash shall be deemed to be the fair value thereof as determined by the Board of
Directors of THHC (the “Board”); provided, however, that such fair
value as determined by the Board shall not exceed the aggregate market price of the
securities being offered as of the date the Board authorizes the offering of such
securities.
(vi) Cooperation. THHC and each applicable member of the Purchaser Group shall
cooperate in good faith to facilitate the exercise of such member of the Purchaser Group’s
Subscription Right hereunder, including using reasonable efforts to secure any required
approvals or consents.
(vii) Allocation Among Purchaser Group. PSCM shall have the right as
attorney-in-fact of each member of the Purchaser Group to exercise all of the rights of the
members of the Purchaser Group hereunder and designate the members of such Purchaser
Group to receive any securities to be issued and THHC may rely on any designations made by
PSCM. As a condition to the THHC’s obligations with respect to the exercise of a
Subscription Right by a member of the Purchaser Group not a party to this Agreement, such
member will agree to perform each obligation applicable to it under this Section 1.
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(viii) General. Notwithstanding anything herein to the contrary, (A) if (1) a
member of the Purchaser Group exercises its Subscription Right pursuant to this Section
1 and is unable to complete the purchase of the Proposed Securities concurrently with
the sales to the other investors in the applicable offering as contemplated by Section
1(iii) due to applicable regulatory or stockholder approvals and (2) THHC or the Board
determines in good faith that any delay in completion of an offering in respect of which
such member of the Purchaser Group is entitled to Subscription Rights would materially
impair the financing objective of such offering, THHC may proceed with such offering without
the participation of such member of the Purchaser Group in such offering, in which event
THHC and such member of the Purchaser Group shall promptly thereafter agree on a process
otherwise consistent with this Section 1 as would allow such member of the Purchaser
Group to purchase, at the same price (net of any underwriting discounts or sales commissions
or any other discounts or fees if not purchasing from or through an underwriter, placement
agent or broker) as in such offering, up to the amount of shares of GGO Common Stock (or
securities that are convertible into or exchangeable or exercisable for, or linked to the
performance of, GGO Common Stock) as shall be necessary to enable the Purchaser Group to
maintain its aggregate proportionate GGO Common Stock-equivalent interest in THHC on a Fully
Diluted Basis, (B) if THHC or the Board determines in good faith that compliance with the
notice provisions in Section 1(ii) would materially impair the financing objective
of an offering in respect of which the members of the Purchaser Group are entitled to
Subscription Rights, THHC shall be permitted by notice to each Purchaser to reduce the
notice period required under Section 1(ii) (but not to less than one (1) Business
Day) to the minimum extent required to meet the financing objective of such offering, and
the members of the Purchaser Group shall have the right to either (x) exercise their
Subscription Rights during the shortened notice periods specified in such notice or (y)
require THHC to promptly thereafter agree on a process otherwise consistent with this
Section 1 as would allow the applicable members of the Purchaser Group to purchase,
at the same price (net of any underwriting discounts or sales commissions or any other
discounts or fees if not purchasing from or through an underwriter, placement agent or
broker) as in such offering, up to the amount of shares of GGO Common Stock (or securities
that are convertible into or exchangeable or exercisable for, or linked to the performance
of, GGO Common Stock) as shall be necessary to enable the Purchaser Group to maintain its
aggregate proportionate GGO Common Stock-equivalent interest in THHC on a Fully Diluted
Basis and (C) in the event THHC is unable to issue shares of GGO Common Stock (or securities
that are convertible into or exchangeable or exercisable for, or linked to the performance
of, GGO Common Stock) to the applicable members of the Purchaser Group as a result of a
failure to receive regulatory or stockholder approval therefor, THHC shall take such action
or cause to be taken such other action in order to place the Purchaser Group, in so far as
reasonably practicable (subject to any limitations that may be imposed by applicable Law
or stock exchange rules), in the same position in all material respects as if the
applicable member of the Purchaser Group was able to effectively exercise its Subscription
Rights hereunder, including, without limitation, at the option of such member, issuing to
such member of the Purchaser Group another class of securities of THHC having terms to be
agreed by THHC and such member having a value at least equal to the value per share of GGO
Common Stock, in each case, as shall be necessary to enable the Purchaser Group to maintain
its aggregate proportionate GGO Common Stock-equivalent interest in THHC on a Fully Diluted
Basis.
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(ix) Termination. This Section 1 shall terminate at such time as the
Purchaser Group collectively beneficially own less than 5% of the outstanding shares of GGO
Common Stock on a Fully Diluted Basis.
2. Board of Directors.
(i) As of the date hereof, the GGO Board shall have nine (9) members and three (3) of
such members shall be persons designated by PSCM (the “Purchaser GGO Board
Designees”).
(ii) THHC shall nominate as part of its slate of directors and use its reasonable best
efforts to have them elected to the Board (including through the solicitation of proxies for
such person to the same extent as it does for any of its other nominees to the GGO Board)
(subject to applicable Law and stock exchange rules (provided that the Purchaser GGO Board
Designees need not be “independent” under the applicable rules of the applicable stock
exchange or the SEC)) (x) so long as the Purchaser Group has at least a 17.5% Fully Diluted
GGO Economic Interest, three (3) Purchaser Board Designees, and (y) otherwise, so long as
the Purchaser Group beneficially owns (directly or indirectly) in the aggregate at least 10%
of the shares of GGO Common Stock on a Fully Diluted Basis, two (2) Purchaser Board
Designees. For the avoidance of doubt, at and following such time as the Purchaser Group
beneficially owns (directly or indirectly) in the aggregate less than 10% of the shares of
GGO Common Stock on a Fully Diluted Basis, PSCM shall no longer have the right to designate
directors for election to the GGO Board.
(iii) Subject to applicable Law and stock exchange rules, there shall be proportional
representation by Purchaser GGO Board Designees on any committee of the GGO Board, except
for special committees established for potential conflict of interest situations, and except
that only Purchaser GGO Board Designees who qualify under the applicable rules of the
applicable stock exchange or the SEC may serve on committees where such qualification is
required. If at any time the number of Purchaser GGO Board Designees serving on the GGO
Board exceeds the number of Purchaser GGO Board Designees that PSCM is then otherwise
entitled to designate as a result of a decrease in the percentage of shares of GGO Common
Stock beneficially owned by the Purchaser Group, such Purchaser Group shall, to the extent
it is within such Purchaser Group’s control, use commercially reasonable efforts to cause
any such additional Purchaser GGO Board Designees to offer to resign such that the number of
Purchaser GGO Board Designees serving on the GGO Board after giving effect to such
resignation does not
exceed the number of Purchaser GGO Board Designees that PSCM is entitled to designate
for election to the GGO Board.
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(iv) Except with respect to the resignation of a Purchaser GGO Board Designee pursuant
to Section 2(iii), (A) PSCM shall have the power to designate a Purchaser GGO Board
Designee’s replacement upon the death, resignation, retirement, disqualification or removal
from office of such Purchaser GGO Board Designee and (B) the Board shall promptly take all
action reasonably required to fill any vacancy resulting therefrom with such replacement
Purchaser GGO Board Designee (including nominating such person, subject to applicable Law,
as THHC’s nominee to serve on the Board and causing THHC to use all reasonable efforts to
have such person elected as a director of THHC and solicit proxies for such person to the
same extent as it does for any of THHC’s other nominees to the Board).
(v) (A) Each Purchaser GGO Board Designee shall be entitled to the same compensation
and same indemnification in connection with his or her role as a director as the members of
the Board, and each Purchaser GGO Board Designee shall be entitled to reimbursement for
documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or
any committees thereof, to the same extent as other members of the Board, (B) THHC shall
notify each Purchaser GGO Board Designee of all regular and special meetings of the Board
and shall notify each Purchaser GGO Board Designee of all regular and special meetings of
any committee of the Board of which such Purchaser GGO Board Designee is a member, and (C)
THHC shall provide each Purchaser GGO Board Designee with copies of all notices, minutes,
consents and other materials provided to all other members of the Board concurrently as such
materials are provided to the other members (except, for the avoidance of doubt, as are
provided to members of committees of which such Purchaser GGO Board Designee is not a
member).
(vi) Purchaser GGO Board Designee candidates shall be subject to such reasonable
eligibility criteria as applied in good faith by the nominating, corporate governance or
similar committee of the Board to other candidates for the Board.
3. Stockholder Vote With Respect to Subscription Right. THHC shall, for the benefit
of each Purchaser, to the extent required by any U.S. national securities exchange upon which
shares of GGO Common Stock are listed, for so long as any Purchaser has subscription rights as
contemplated by Section 1, put up for a stockholder vote at the annual meeting of its
stockholders, and include in its proxy statement distributed to such stockholders in connection
with such annual meeting, approval of such Purchaser’s subscription rights for the maximum period
permitted by the rules of such U.S. national securities exchange.
4. Transfer Restrictions. Each Purchaser covenants and agrees that the GGO Shares
(and shares issuable upon exercise of GGO Warrants) shall be disposed of only pursuant to an
effective registration statement under the Securities Act or pursuant to an available exemption
from the registration requirements of the Securities Act, and in compliance with any applicable
state securities Laws. Each Purchaser agrees to the imprinting, so long as is required by this
Section 4, of the following legend on any certificate evidencing the GGO Shares (and shares
issuable upon exercise of GGO Warrants):
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THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE
“ACT”) OR UNDER ANY STATE SECURITIES LAWS (“BLUE SKY”) OR THE
SECURITIES LAWS OF ANY OTHER RELEVANT JURISDICTION. THE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THE SHARES MAY NOT BE
SOLD, ASSIGNED, MORTGAGED, PLEDGED, ENCUMBERED, HYPOTHECATED, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS EITHER (I) A REGISTRATION STATEMENT WITH RESPECT TO THE
SHARES IS EFFECTIVE UNDER THE ACT AND APPLICABLE BLUE SKY LAWS AND THE SECURITIES
LAWS OF ANY OTHER RELEVANT JURISDICTION ARE COMPLIED WITH OR (II) UNLESS WAIVED BY
THE ISSUER, THE ISSUER RECEIVES AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE
ISSUER THAT NO VIOLATION OF THE ACT OR OTHER APPLICABLE LAWS WILL BE INVOLVED IN
SUCH TRANSACTION.
Certificates evidencing the GGO Shares (and shares issuable upon exercise of GGO Warrants)
shall not be required to contain such legend (A) while a registration statement covering the resale
of the GGO Shares is effective under the Securities Act, or (B) following any sale of any such GGO
Shares pursuant to Rule 144 of the Exchange Act (“Rule 144”), or (C) following receipt of a
legal opinion of counsel to the applicable Purchaser that the remaining GGO Shares held by such
Purchaser are eligible for resale without volume limitations or other limitations under Rule 144.
In addition, THHC will agree to the removal of all legends with respect to shares of GGO Common
Stock deposited with DTC from time to time in anticipation of sale in accordance with the volume
limitations and other limitations under Rule 144, subject to THHC’s approval of appropriate
procedures, such approval not to be unreasonably withheld, conditioned or delayed.
Following the time at which such legend is no longer required (as provided above) for certain
GGO Shares, THHC shall promptly, following the delivery by the applicable Purchaser to THHC of a
legended certificate representing such GGO Shares, deliver or cause to be delivered to such
Purchaser a certificate representing such GGO Shares that is free from such legend. In the event
the above legend is removed from any of the GGO Shares, and thereafter the effectiveness of a
registration statement covering such GGO Shares is suspended or THHC determines that a supplement
or amendment thereto is required by applicable securities Laws, then THHC may require that the
above legend be placed on any such GGO Shares that cannot then be sold pursuant to an effective
registration statement or under Rule 144 and such Purchaser shall cooperate in the replacement of
such legend. Such legend shall thereafter be removed when such GGO Shares may again be sold
pursuant to an effective registration statement or under Rule 144.
Each Purchaser further covenants and agrees not to sell, transfer or dispose of (each, a
“Transfer”) any GGO Shares or GGO Warrants in violation of the GGO Non-Control Agreement.
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For the avoidance of doubt, the Purchaser Group’s rights to designate for nomination the
Purchaser GGO Board Designees pursuant to Section 2 and Subscription Rights pursuant to
Section 1 may not be Transferred to a Person that is not a member of the Purchaser Group.
5. Rights Agreement. In the event THHC adopts a rights plan analogous to the Rights
Agreement (the “GGO Rights Agreement”), (i) the GGO Rights Agreement shall be inapplicable
to the Stock Purchase Agreement, this Agreement and the transactions contemplated thereby and
hereby, (ii) no Purchaser, nor any other member of its Purchaser Group, shall be deemed to be an
Acquiring Person (as defined in the Rights Agreement) whether in connection with the acquisition of
shares of GGO Common Stock or GGO Warrants or the shares issuable upon exercise of the GGO
Warrants, (iii) neither a Shares Acquisition Date (as defined in the Rights Agreement) nor a
Distribution Date (as defined in the Rights Agreement) shall be deemed to occur and (iv) the Rights
(as defined in the Rights Agreement) will not separate from the GGO Common Stock, in each case
under (ii), (iii) and (iv), as a result of the execution, delivery or performance of the Stock
Purchase Agreement or this Agreement or the consummation of the transactions contemplated thereby
and hereby including the acquisition of shares of GGO Common Stock by any Purchaser or other member
of the Purchaser Group after the date hereof as otherwise permitted by the Stock Purchase Agreement
and this Agreement, or the GGO Warrants or as otherwise contemplated by the GGO Non-Control
Agreement.
6. Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the
rights, interests or obligations under this Agreement may be assigned by any party without the
prior written consent of the other party. Notwithstanding the previous sentence, this Agreement,
or a Purchaser’s rights, interests or obligations hereunder, may be assigned or transferred, in
whole or in part, by such Purchaser to one or more members of its Purchaser Group. Notwithstanding
the foregoing or any other provisions herein, no such assignment shall relieve Purchaser of its
obligations hereunder if such assignee fails to perform such obligations.
7. Prior Negotiations; Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements, arrangements or understandings,
whether written or oral, between the parties with respect to the subject matter of this Agreement.
8. Governing Law; Venue. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF, AND VENUE IN, ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK, NEW
YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.
9. Counterparts. This Agreement may be executed in any number of counterparts, all of
which shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each of the parties; and delivered to the other party (including via facsimile
or other electronic transmission), it being understood that each party need not sign the same
counterpart.
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10. Waivers and Amendments. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only
by a written instrument signed by the parties or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any right, power or privilege pursuant
to this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party
of any right, power or privilege pursuant to this Agreement, nor shall any single or partial
exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further
exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement.
The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive
of any rights or remedies which any party otherwise may have at law or in equity.
11. Certain Remedies. The parties agree that irreparable damage would occur in the
event that any provisions of this Agreement were not performed in accordance with their specific
terms. It is accordingly agreed that each of the parties shall be entitled to an injunction or
injunctions (without necessity of proving damages or posting a bond or other security) to prevent
breaches of this Agreement, and to enforce specifically the terms and provisions of this Agreement,
in addition to any other applicable remedies at law or equity
[Signature Page Follows]
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Please evidence your acceptance of, and agreement to, the terms and conditions of this
Agreement by executing and returning an executed copy of this Agreement to the address first
written above as soon as practicable.
| Very truly yours, THE XXXXXX XXXXXX CORPORATION |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
[SIGNATURE
PAGE TO PERSHING LETTER AGREEMENT]
| Accepted and agreed as of the date of this Agreement: PERSHING SQUARE CAPITAL MANAGEMENT, L.P. On behalf of each of the Purchasers |
||||
| By: | PS Management GP, LLC | |||
| Its: | General Partner | |||
| By: | ||||
| Name: Xxxxxxx X. Xxxxxx | ||||
| Title: Managing Member | ||||
[SIGNATURE
PAGE TO PERSHING LETTER AGREEMENT]
