INVESTOR RIGHTS AGREEMENT
EXECUTION
COPY
THIS
INVESTOR RIGHTS AGREEMENT (this
“Agreement”)
is
made and entered into as of June 1, 2007,
by and
among (i) (a) American Dairy, Inc., a Utah corporation (the “Company”),
(b)
American Flying Crane Corporation, a Delaware corporation and a wholly owned
subsidiary of the Company (“AFC”),
(c)
LangFang Feihe Dairy Company Limited, a
limited
liability company organized and existing under the laws of the People’s
Republic of China (the “PRC”)
and
a
wholly-owned subsidiary of the Company (“LangFang”),
GanHan Feihe Dairy Company Limited, a limited liability company organized and
existing under the laws of the PRC and a wholly-owned subsidiary of the Company
(“GanHan”),
Shanxi Feihesantai Biotechnology Scientific and Commercial Co., Limited, a
limited liability company organized and existing under the laws of the PRC
and a
wholly-owned subsidiary of the Company (“Shanxi”),
Heilongjiang Feihe Dairy Co., Limited, a limited liability company organized
and
existing under the laws of the PRC and a wholly-owned subsidiary of AFC
(“Feihe”),
XxxXxxx Xxxxx Dairy Co., Limited, a limited liability company organized and
existing under the laws of the PRC and a wholly-owned subsidiary of Feihe
(“BaiQuan”)
and
Beijing Feihe Biotechnology Scientific and Commercial Co., Limited, a limited
liability company organized and existing under the laws of the PRC and 95%
of
the registered capital of which is owned by Feihe and 5% of the registered
capital of which is held in trust for the Company (“Beijing
Feihe”,
and
collectively with the Company, AFC, LangFang, GanHan, Shanxi, Feihe and BaiQuan,
the “Group
Companies”),
(d)
Xx. Xxxx You-Bin, a resident of the City of Beijing in the PRC (“Xx.
Xxxx”)
and
Mr. Xxx Xxx, a resident of the City of Beijing in the PRC (“Xx.
Xxx”,
and
together with Xx. Xxxx, the “Controlling
Shareholders”)
and
(ii) Citadel Equity Fund Ltd. (“Citadel”).
Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings set forth in the Notes Purchase Agreement (as defined
below).
WITNESSETH:
WHEREAS,
the Group Companies, the Controlling Shareholders and Citadel have entered
into
that certain Amended
and Restated Notes
Purchase
Agreement dated as of June 1, 2007 (the “Notes
Purchase
Agreement”),
pursuant to which the Company has agreed to issue to Citadel, and Citadel has
agreed to purchase from the Company, 1%
Guaranteed Senior Secured Convertible Notes due 2012 (the
“Notes”)
in an
aggregate principal amount not exceeding US$80,000,000,
which
are convertible into the Company’s common stock, par value $0.001
(the
“Common
Stock”),
which
are being issued pursuant to that certain Indenture dated as of the date hereof
by and among the
Company, the other Group Companies and The Bank of New York, as trustee (the
“Indenture”);
WHEREAS,
in consideration of Citadel entering into the
Notes
Purchase
Agreement, the Company has agreed to provide certain rights set forth in this
Agreement; and
1
WHEREAS,
it is a
condition to the Closing under the Notes Purchase Agreement that the parties
hereto shall have executed this Agreement.
NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto, intending to be legally bound by this agreement, agree as
follows:
1. Representations
and Warranties of the Group Companies and the Controlling
Shareholders.
Each of
the Group Companies and the Controlling Shareholders (each of the foregoing,
a
“Warrantor”),
jointly and severally, represents and warrants that:
1.1 (i)
Xx.
Xxxx is the direct owner of record, free and clear of all Liens, of 8,881,135 shares
of
Common
Stock,
which
constitutes 55.7%
of
the outstanding voting power of the Company’s capital stock
and (ii)
Xx. Xxx is the direct owner of record, free and clear of all Liens, of
19,200
shares
of Common
Stock.
1.2 Each
of
the Warrantors has full power and authority to make, enter into and carry out
the terms of this Agreement. This Agreement has been duly executed and delivered
by each Warrantor and constitutes the legal, valid and binding obligations
of
such Warrantor enforceable against such Warrantor in accordance with its
terms.
1.3 The
execution and delivery of this Agreement by each Warrantor do not, and the
performance of this Agreement by such Warrantor will not: (i) conflict with
or
violate any law, rule, regulation, order, decree or judgment applicable to
any
Warrantor or by which any Warrantor or any of the properties of any Warrantor
is
or may be bound or affected, or the Charter Documents of any Group Company;
(ii)
result in or constitute (with or without notice or lapse of time) any breach
of
or default under any contract to which any Warrantor is a party or by which
any
Warrantor or any of the affiliates or properties of any Warrantor is or may
be
bound or affected, or (iii) result in the creation of any encumbrance or
restriction on any of the shares of Common Stock or equity interests in any
other Group Company or properties of any Warrantor. The execution and delivery
of this Agreement by each Warrantor do not, and the performance of this
Agreement by each Warrantor will not, require any consent or approval of any
Person.
2. Covenants
and Agreements.
Unless
the context requires otherwise, each Group Company hereby covenants and agrees,
and, to the extent permitted by applicable law, each of the Controlling
Shareholders hereby covenants and agrees to cause each Group Company to do,
as
follows:
2.1 FCPA.
Each of
the Warrantors shall, and shall cause each Group Company, any of the Company’s
Subsidiaries and their respective management to, (i) comply with the U.S.
Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (the “FCPA”),
including, without limitation, not making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of any money, or other
property, gift, promise to give, or authorization of the giving of value to
any
“foreign official” (as the term is defined in the FCPA) or any foreign political
party or official thereof or any candidate for foreign political office, in
contravention of the FCPA, (ii) conduct each such company’s respective business
in compliance with the FCPA, and (iii) institute and maintain policies and
procedures designed to ensure, and which are reasonably expected to continue
to
ensure, continued compliance therewith.
2
2.2 PFIC.
No
Group Company shall, and each of the Controlling Shareholders shall cause each
Group Company not to, become a “passive foreign investment company” within the
meaning of Section 1297 of the U.S. Internal Revenue Code of 1986.
2.3 OFAC.
Neither
any Group Company nor, to the knowledge of any Group Company, any director,
officer, agent, employee, Affiliate or Person acting on behalf of any Group
Company is currently subject to any U.S. sanctions administered by the Office
of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and
no Group Company shall, and each of the Controlling Shareholders shall cause
each Group Company not to, directly or indirectly use the proceeds of the sale
of the Notes, or lend, contribute or otherwise make available such proceeds
to
any Subsidiary, joint venture partner or other Person or entity, towards any
sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other
country sanctioned by OFAC or for the purpose of financing the activities of
any
Person currently subject to any U.S. sanctions administered by
OFAC.
2.4 Money
Laundering Laws.
Each of
the Group Companies shall, and each of the Controlling Shareholders shall cause
each Group Company to, conduct its operations at all times in compliance with
the money laundering statutes of applicable jurisdictions, the rules and
regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any applicable governmental
agency.
3. Right
of First Refusal for Future Securities Offerings.
3.1 Issuance
Notice.
Subject
to the terms and conditions of this Section
and applicable securities laws, if, following the date hereof and until June
1,
2012, the Company proposes to issue or sell (other than the sale of securities
(a “Shelf
Registration”)
effected by preparing and filing a registration statement on Form S-3 (the
“Shelf
Registration Statement”)
in
compliance with the U.S. Securities Act of 1933, as amended, and the declaration
or ordering of the effectiveness of such registration statement by the U.S.
Securities and Exchange Commission (the “Commission”))
any
securities to a purchaser or purchasers that are not an Affiliate of the Company
(the “Proposed
Third Party Purchaser”),
the
Company shall, not less than fifteen (15) business days prior to the
consummation of such issuance or sale of securities of the Company, offer such
securities to Citadel by sending written notice (an “Issuance
Notice”)
to
Citadel, which shall state (a)
the
identity of the Proposed Third Party Purchaser, (b) a description of the
securities to be issued or sold, including detailed terms of such securities,
(c) the amount of the securities proposed to be issued to the Proposed Third
Party Purchaser (the “Offered
New Securities”);
(d)
the proposed purchase price for the Offered Securities (the “Issuance
Price”);
and
(e) the terms and conditions of such proposed sale.
The
Issuance Notice shall also certify that the Company has received a firm offer
from the Proposed Third Party Purchaser and in good faith believes a binding
agreement for the Offered New Securities is obtainable on the terms set forth
in
the Issuance Notice. The Issuance Notice shall also include a copy of any
written proposal, term sheet or letter of intent or other agreement or
understanding relating to the Offered New Securities and proof satisfactory
to
the Company that the Offered New Securities will not violate any applicable
securities laws. Upon delivery of the Issuance Notice, such offer shall be
irrevocable unless and until the rights of first refusal provided for herein
shall have been waived or shall have expired.
3
3.2 Option;
Exercise.
By
notification to the Company within fifteen (15) business days after the Issuance
Notice is given, Citadel may elect to purchase or otherwise acquire, at the
price and on the terms specified in such Issuance Notice, up to all of the
Offered New Securities.
The
closing of any sale pursuant to this Section
3.2
shall
occur within sixty (60) days after the date on which such notification is given
by Citadel.
Citadel
shall be entitled to apportion the rights of first refusal hereby granted to
it
among itself and its Affiliates in such proportions as it deems
appropriate.
3.3 Sale
to Third Parties.
If less
than all of the Offered New Securities are elected to be purchased or acquired
as provided in Section
3.2,
the
Company may, during the thirty (30) day period following the expiration of
the
15-day period as set forth in Section
3.2,
offer
and sell the remaining unsubscribed portion of such securities to the Proposed
Third Party Purchaser in the Issuance Notice at a price not less than, and
upon
terms no more favorable to the Proposed Third Party Purchaser than, those
specified in the Issuance Notice. If the Company does not enter into an
agreement for the sale of such securities within such period, or if such
agreement is not consummated within thirty (30) days after the execution
thereof, the right of first refusal provided hereunder shall be deemed to be
revived and such securities shall not be offered to a third party unless first
reoffered to Citadel in accordance with this Section.
3.4
Shelf
Registration.
(a) If,
following the date hereof and until June 1, 2012, the Company proposes to issue
or sell its securities through a Shelf Registration, the Company shall, not
less
than 30 days prior to filing a registration statement on Form S-3 in respect
of
the Shelf Registration, offer such securities to Citadel by sending written
notice (a “Shelf
Registration Issuance
Notice”)
to
Citadel, which shall state (a) a description of the securities to be issued
or
sold, including detailed terms of such securities, (b) the total amount of
the
securities to be issued or sold under such registration statement and (c) the
expected amount of proceeds from the issuance and sale of such securities.
By
notification to the Company within 10 days after the Shelf Registration Issuance
Notice is given, Citadel may elect to enter into negotiation with the Company,
and the Company shall engage in negotiation with Citadel in good faith, as
to
alternative financing other than the Shelf Registration. If the Company and
Citadel fail to reach a mutually satisfactory agreement with respect to such
financing five (5) business days prior to the filing date for the Shelf
Registration Statement in respect of such Shelf Registration, the Company shall
be entitled to proceed with the filing of such Shelf Registration
Statement.
(b) Following
the date on which the Shelf Registration Statement is declared effective by
the
Commission and so long as such Shelf Registration Statement remains effective,
the Company shall, not less than five (5) business days prior to the proposed
sale of any securities by way of a “take-down” under such Shelf Registration
Statement (a “Take-down”),
offer
such securities to Citadel by sending a written notice (a “Take-down
Notice”),
which
shall state (a) a description of the securities to be issued or sold, including
detailed terms of such securities, (b) the amount of the securities to be issued
or sold under such Shelf Registration Statement (the “Offered
Take-down Securities”);
(c)
the proposed purchase price for the Offered Take-down Securities (the
“Take-down Price”);
and
(d) the terms and conditions of such proposed sale.
4
(c) By
notification to the Company within three (3) business days after the Take-down
Notice is given, Citadel may elect to purchase or otherwise acquire, at the
price and on the terms specified in such Take-down Notice, up to all of the
Offered Take-down Securities. The closing of the sale of the Offered Take-down
Securities pursuant to this Section 3.4(c) shall occur within thirty (30) days
after the date on which such notification is given by Citadel. Citadel shall
be
entitled to apportion the rights of first offer under this Section 3.4 granted
to it among itself and its Affiliates in such proportions as it deems
appropriate.
(d) If
less
than all of the Offered Take-down Securities are elected to be purchased or
acquired as provided in Section 3.4(c) hereof, the Company may offer and sell
the remaining unsubscribed portion of such securities by way of a Take-down
at a
price not less than, and upon terms no more favorable than, those specified
in
the Take-down Notice. If the Company does not offer and sell such securities
through the Take-down within thirty (30) days after the execution thereof,
the
right of first offer provided in this Section 3.4 shall be deemed to be revived
and such securities shall not be offered by way of a Take-down unless first
reoffered to Citadel in accordance with this Section 3.4.
4. Limitations
on the Conversion of the Notes Held by Citadel.
Notwithstanding
any provision in the Indenture, the Company shall not effect any conversion
of
the Notes, and Citadel shall not have the right to convert any portion of the
Notes held by it, to the extent that after giving effect to such conversion,
Citadel (together with its Affiliates) would beneficially own in excess of
9.99%
of the number of shares of Common Stock outstanding immediately after giving
effect to such conversion (the “Conversion
Limitation”).
For
purposes of the foregoing sentence, the number of shares of Common Stock
beneficially owned by Citadel and its Affiliates shall include the number of
shares of Common Stock issuable upon conversion of such Notes with respect
to
which the determination of such sentence is being made, but shall exclude the
number of shares of Common Stock which would be issuable upon (A) conversion
of
the remaining, nonconverted portion of any Notes beneficially owned by Citadel
or any of its Affiliates and (B) exercise or conversion of the unexercised
or
nonconverted portion of any other securities of the Company subject to a
limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by Citadel or any of its Affiliates. Except as set
forth in the preceding sentence, for purposes of this Section, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act. For purposes of this Section, in determining the number of outstanding
shares of Common Stock, Citadel may rely on the number of outstanding shares
of
Common Stock as reflected in (x) the Company’s most recent annual, quarterly or
current report on Form 10-K, 10-Q or Form 8-K, respectively, as the case may
be;
(y) a more recent public announcement by the Company or (z) any other notice
by
the Company setting forth the number of shares of Common Stock outstanding.
For
any reason at any time, upon the written or oral request of Citadel, the Company
shall within two business days confirm orally and in writing to Citadel the
number of shares of Common Stock then outstanding. In any case, the number
of
outstanding shares of Common Stock shall be determined after giving effect
to
the conversion or exercise of securities of the Company, including any Notes,
by
Citadel or its Affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By not less than sixty-one (61) days’ prior
written notice to the Company, Citadel may, at its election, increase or
decrease the Conversion Limitation to any other percentage not in excess of
9.99% specified in such notice, and the Conversion Limitation shall continue
to
apply until such sixty-first day (or such later date, as determined by Citadel,
as may be specified in such notice).
5
5. Indemnification.
(a) In
addition to all rights and remedies available to Citadel at law or in equity,
each of the Warrantors shall jointly and severally indemnify Citadel, and its
Affiliates, stockholders, officers, directors, employees, agents,
representatives, successors and permitted assigns (collectively, the
“Indemnified
Parties”)
and
save and hold each of them harmless against and pay on behalf of or reimburse
such party as and when incurred for any loss (including, without limitation,
diminutions in value), liability, demand, claim, action, cause of action, cost,
damage, deficiency, tax, penalty, fine or expense, whether or not arising out
of
any claims by or on behalf of any third party, including interest, penalties,
reasonable attorneys’ fees and expenses and all reasonable amounts paid in
investigation, defense or settlement of any of the foregoing (collectively,
“Losses”)
which
any such party may suffer, sustain or become subject to, as a result of, in
connection with, relating or incidental to or by virtue of:
(i) any
misrepresentation or breach of a representation or warranty on the part of
any
Warrantor herein;
(ii) any
nonfulfillment or breach of any covenant or agreement on the part of any
Warrantor herein; or
(iii) any
action, demand, proceeding, investigation or claim by any third party
(including, without limitation, governmental agencies) against or affecting
any
Warrantor and/or its Affiliates or Subsidiaries which, if successful, would
give
rise to or evidence the existence of or relate to a breach of (A) any of the
representations or warranties at the time made or (B) covenants of any
Warrantor.
(b) Notwithstanding
the foregoing, and subject to the following sentence, upon judicial
determination, which is final and no longer appealable, that the act or omission
giving rise to the indemnification hereinabove provided resulted primarily
out
of or was based primarily upon the Indemnified Party’s gross negligence, fraud
or willful misconduct (unless such action was based upon the Indemnified Party’s
reliance in good faith upon any of the representations, warranties, covenants
or
promises made by any Warrantor herein) by the Indemnified Party, no Warrantor
shall be responsible for any Losses sought to be indemnified in connection
therewith, and each Warrantor shall be entitled to recover from the Indemnified
Party all amounts previously paid in full or partial satisfaction of such
indemnity, together with all costs and expenses of such Warrantor reasonably
incurred in effecting such recovery, if any.
(c) All
indemnification rights hereunder shall survive indefinitely, regardless of
any
investigation, inquiry or examination made for or on behalf of, or any knowledge
of Citadel and/or any of the other Indemnified Parties.
(d) The
indemnity obligations that each Warrantor has under this Section shall be in
addition to any liability that such Warrantor may otherwise have.
6
6. Miscellaneous.
6.1 Termination.
Except
for Sections
6
and
7,
which
shall survive the termination of this Agreement, or as otherwise expressly
provided herein, this Agreement will be automatically terminated with no further
effect at such time that Citadel or any of its Affiliates (as defined in the
Indenture) is no longer a Beneficial Owner (as defined in the Indenture) of
any
Notes or Conversion Shares.
6.2 Specific
Enforcement.
Upon a
breach by any Warrantor of this Agreement, in addition to any such damages
as
Citadel is entitled to, directly or indirectly, by reason of said breach,
Citadel shall be entitled to injunctive relief against such Warrantor if such
relief is applicable and available, as a remedy at law would be inadequate
and
insufficient. Nothing in this Section shall be construed as limiting Citadel’s
remedies in any way.
6.3 Notices.
Notices
given pursuant to any provision of this Agreement shall be addressed as follows:
(i) if to the any of the Group Companies or the Controlling Shareholders, to:
Star
City
International Building, Xx. 00 Xxxxxxxxxxx Xxxx, X-00xx
Xxxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxx, People’x Xxxxxxxx xx Xxxxx 000000,
Fax:
(00)
00
0000 0000,
Attention:
Xx. Xxxx You-Bin,
with a
copy to Xxxxxxx Xxxx LLP, 0000 Xxxxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Fax: 000-000-0000, Attention: Xxxxxxx X. Xxxxx, Esq.,
(ii) if to Citadel, to: c/o
000
Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, XXX,
Fax:
(0-000)
000 0000,
Attention: Xx.
Xxxx
X. Xxxxxx,
with a
copy to 00/X
Xxxxxx Xxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx, Fax: (000) 0000 0000,
Attention: Xx. Xxxxxx Xxxx and Xx. Xxx Xxx,
and with
a copy to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, ICBC Xxxxx 00xx Xxxxx, 0 Xxxxxx
Xxxx, Xxxxxxx, Xxxx Xxxx SAR, China, Fax: (000) 0000 0000, Attention: Xx.
Xxxxxxxx Xxxx, Esq.
All
notices, requests, consents and other communications hereunder shall be in
writing and shall be personally delivered or delivered by overnight courier
or
mailed by first-class registered or certified mail, postage prepaid, return
receipt requested, or by facsimile transmission. Every notice hereunder shall
be
deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, upon transmission by facsimile and
confirmed facsimile receipt, or two (2) days after the same shall have been
deposited with a reputable international overnight courier.
6.4 Amendments
and Waiver.
Unless
otherwise specifically stated herein, any term of this Agreement may be amended
with the written consent of the party against whom enforcement may be sought
and
the observance of any term of this Agreement may be waived (either generally
or
in a particular instance and either retroactively or prospectively) by the
Company and the Controlling Shareholders, in the case of Citadel’s obligations,
and by Citadel in the case of the obligations of any other parties hereto.
No
waivers of or exceptions to any term, condition or provision of this Agreement,
in any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such term, condition or provision.
6.5 Entire
Agreement.
This
Agreement, together with the other Transaction Documents, embodies the entire
agreement and understanding between the parties hereto and supersedes all prior
agreements and understandings relating to the subject matter
hereof.
7
6.6 Severability.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement
to the extent permitted by law.
6.7 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York.
6.8 Successors
and Assigns.
Except
as otherwise provided herein, the terms and conditions of this Agreement shall
be binding upon, and inure to the benefit of, the respective representatives,
successors and assigns of the parties hereto. Unless otherwise provided herein,
Citadel
may
assign its rights hereunder to any of
its
Affiliates
(as
defined below).
For
purposes of this Agreement, an “Affiliate”
shall
refer to: (i) any Person directly or indirectly controlling, controlled by
or
under common control with another Person, (ii) any Person owning or controlling
50% or more of the outstanding voting securities of such other Person, (iii)
any
officer, director or partner of such Person, (iv)
a trust
for the benefit of such Person referred to in the foregoing clause (ii) of
this
definition.
6.9 Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
[Signature
page(s) to follow]
8
IN
WITNESS WHEREOF, the undersigned have executed this Investor Rights Agreement
as
of the day and year written above.
GROUP
COMPANIES:
American
Dairy, Inc.
By:
/s/
Leng You-Bin
Name:
Leng You-Bin
Title:
CEO
American
Flying Crane Corporation
By:
/s/
Leng You-Bin
Name:
Leng
You-Bin
Title:
Chairman
LangFang
Feihe Dairy Company Limited
By:
/s/
Leng You-Bin
Name:
Leng You-Bin
Title:
Chairman
GanHan
Feihe Dairy Company Limited
By:
/s/
Leng You-Bin
Name:
Leng You-Bin
Title:
Chairman
Shanxi
Feihesantai Biotechnology Scientific and Commercial Co.,
Limited
By:
/s/
Leng You-Bin
Name:
Leng You-Bin
Title:
Chairman
|
Heilongjiang
Feihe Dairy Co., Limited
By:
/s/
Leng You-Bin
Name:
Leng You-Bin
Title:
Chairman
XxxXxxx
Xxxxx Dairy Co., Limited
By:
/s/
Lian AiYun
Name:
Liang AiYun
Title:
Chairman
Beijing
Feihe Biotechnology Scientific and Commercial Co.,
Limited
By:
/s/
Leng You-Bin
Name:
Leng You-Bin
Title:
Chairman
CONTROLLING
SHAREHOLDERS:
By:
/s/
Leng You-Bin
Xx.
Xxxx
You-Bin
By:
/s/
Xxx Xxx
Mr.
Xxx
Xxx
|
Accepted
and Agreed to:
CITADEL
EQUITY FUND LTD.
By:
Citadel Limited Partnership, its Portfolio Manager
By:
Citadel Investment Group, L.L.C., its General Partner
By:
/s/
Xxxxxx Xxxx
Name:
Xxxxxx Xxxx
Title:
Authorized Signatory