JOINT OPERATION AND ACCOUNTING PROCEDURES AGREEMENT
EXHIBIT 2
JOINT OPERATION AND
ACCOUNTING PROCEDURES AGREEMENT
ACCOUNTING PROCEDURES AGREEMENT
AGREEMENT dated as of January 1, 1984 by and among Xxxxxxxx Xxxx III (hereinafter called “Xxxx”),
an individual residing in Dallas, Texas, Paragon Associates (hereinafter called “Old Paragon”), a
Texas limited partnership of which Xxxx is the general partner, and Paragon Associates II
(hereinafter called “Paragon II”), a Texas limited partnership of which Xxxx is the general
partner. The address of Xxxx, Old Paragon and Paragon II is Suite 2340, One Dallas Centre, 000
Xxxxx Xx. Xxxx, Xxxxxx, Xxxxx 00000.
Note: The Introductory Statement to this Agreement has been deleted because it does not govern the
terms of the joint operation of the parties hereto and does contain certain information which the
reporting persons desire to hold in confidence.
AGREEMENT
1. Old Paragon and Paragon II hereby form a joint venture for the purpose of jointly carrying out
the purposes set forth in the Limited Partnership Agreements of Old Paragon and Paragon II and
accounting for their commingled assets and liabilities exclusive of the contingent liabilities of
the Metropolitan Claims which shall be retained by, and remain solely the obligation of, Old
Paragon. Each party hereto may withdraw from the joint venture its share of the assets subject to
its share of the liabilities at any time.
2. Old Paragon confirms to Paragon II that Old Paragon intends solely to retain and does retain any
and all liability which it might have with respect to the Metropolitan Claims and Old Paragon
hereby indemnifies the joint venture and Paragon II and each person or entity who is at any time a
limited partner of Paragon II against any loss or liability with respect to, or resulting from, the
Metropolitan Claims and any and all costs and expenses, including attorney’s fees, which any of
them may incur in connection with the defense thereof or the enforcement of this provision. Xxxx
will not permit capital withdrawals from Old Paragon which would impair its ability to satisfy any
liability which it might have with respect to the Metropolitan Claims or with respect to
obligations under this paragraph 2.
3. Xxxx, as agent for the joint venture, hereby is authorized to open any and all bank, brokerage
or other accounts necessary or useful for the joint operation of Old Paragon and Paragon II. Any
bank, broker or other person may conclusively rely on this agreement as evidence of Xxxx’x
authority to so act.
4. Old Paragon shall have a
_____% interest in the joint venture and Paragon II shall have a
_____%
interest in the joint venture. Such interests are based upon Old Paragon’s net worth (net of
withdrawals) at December 31, 1983 of $_____
and Paragon II’s net worth as of January 1, 1984 of
$_______. These sharing ratios will be adjusted to reflect any contributions or withdrawals by either
Old Paragon or Paragon II. Each of Old Paragon and Paragon II hereby assumes through the joint
venture a pro rata interest in each contributed asset and liability of the other, it is being
understood and agreed that no liability with respect to the Metropolitan Claims is being assumed
through the joint venture or otherwise. Further, Old Paragon and Paragon II each agree
that any gain or loss realized for federal income tax purposes which is attributable to unrealized
gain or loss existing on January 1, 1984 shall be included in the gain or loss of the contributing
party.
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5. Old Paragon and Paragon II agree that each will separately account for its interest in the joint
venture and each will separately prepare and file all appropriate tax returns.
6. Xxxx, as agent for the joint venture, will make any and all tax filings and elections for the
joint venture as appropriate to reflect the separate and distinct nature of the interests of Old
Paragon and Paragon II in the joint venture.
7. The authority of Xxxx, as agent for the accounts of the joint venture, shall be the same as his
authority with respect to the separate assets and liabilities of Old Paragon and Paragon II under
the Limited Partnership Agreement for Paragon Associates (as amended) and the Limited Partnership
Agreement for Paragon Associates II.
8. This Agreement shall be effective as of January 1, 1984. Any activity in any account of Old
Paragon or Paragon II since that date will be deemed to be for the account of the joint venture.
9. Paragraph 2 of this Agreement may not be amended or terminated without the prior written consent
of each person or entity which becomes a limited partner of Paragon II any time on or after January
1, 1984.
10. Nothing in this Agreement shall prevent Xxxxxxxx Xxxx III from causing the termination of the
joint venture when there is no longer pending or threatened against Xxxxxxxx Xxxx III or Paragon
Associates any Metropolitan Claim.
EXECUTED at Dallas, Texas as of the day and year first above written.
| PARAGON ASSOCIATES |
||||
| By: | /s/ XXXXXXXX XXXX III | |||
| Xxxxxxxx Xxxx III | ||||
| General Partner | ||||
| PARAGON ASSOCIATES II |
||||
| By: | /s/ XXXXXXXX XXXX III | |||
| Xxxxxxxx Xxxx III | ||||
| General Partner | ||||
| /s/ XXXXXXXX XXXX III | ||||
| XXXXXXXX XXXX III | ||||
| Authorized Agent | ||||
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Annex A
| Number of Shares of | Price Per Share | |||||||||||
| Transaction Date | Buy/(Sell) | Common Stock | (US$) | |||||||||
8/30/2010 |
buy | 16,846 | 4.95 | |||||||||
8/31/2010 |
buy | 15,040 | 4.85 | |||||||||
9/1/2010 |
buy | 3,958 | 4.94 | |||||||||
9/2/2010 |
buy | 8,101 | 5.08 | |||||||||
9/3/2010 |
buy | 9,538 | 5.05 | |||||||||
9/7/2010 |
buy | 62,019 | 5.06 | |||||||||
9/7/2010 |
buy | 12,400 | 5.10 | |||||||||
9/8/2010 |
buy | 11,444 | 5.23 | |||||||||
9/9/2010 |
buy | 20,500 | 5.16 | |||||||||
9/10/2010 |
buy | 8,575 | 5.13 | |||||||||
9/13/2010 |
buy | 26,400 | 5.14 | |||||||||
9/14/2010 |
buy | 511 | 5.14 | |||||||||
9/15/2010 |
buy | 4,100 | 5.12 | |||||||||
9/16/2010 |
buy | 1,000 | 5.14 | |||||||||
9/17/2010 |
buy | 12,486 | 5.13 | |||||||||
9/20/2010 |
buy | 7,700 | 5.16 | |||||||||
9/21/2010 |
buy | 1,000 | 5.15 | |||||||||
9/21/2010 |
buy | 68,422 | 5.24 | |||||||||
9/23/2010 |
buy | 29,100 | 5.22 | |||||||||
9/24/2010 |
buy | 19,593 | 5.28 | |||||||||
9/27/2010 |
buy | 8,400 | 5.28 | |||||||||
9/28/2010 |
buy | 5,100 | 5.28 | |||||||||
9/30/2010 |
buy | 87,113 | 5.56 | |||||||||
10/1/2010 |
buy | 25,100 | 5.43 | |||||||||
10/4/2010 |
buy | 49,900 | 5.40 | |||||||||
10/4/2010 |
buy | 2,400 | 5.33 | |||||||||
10/5/2010 |
buy | 5,000 | 5.48 | |||||||||
10/5/2010 |
buy | 22,600 | 5.38 | |||||||||
10/7/2010 |
buy | 271,200 | 5.42 | |||||||||
10/8/2010 |
buy | 5,000 | 5.32 | |||||||||
10/8/2010 |
buy | 3,100 | 5.19 | |||||||||
10/8/2010 |
buy | 275,700 | 5.28 | |||||||||
10/13/2010 |
buy | 642 | 5.16 | |||||||||
10/14/2010 |
buy | 25,000 | 5.27 | |||||||||
10/14/2010 |
buy | 75,000 | 5.28 | |||||||||
10/15/2010 |
buy | 300 | 5.15 | |||||||||
10/15/2010 |
buy | 51,700 | 5.19 | |||||||||
10/18/2010 |
buy | 1,000 | 5.10 | |||||||||
10/19/2010 |
buy | 19,540 | 5.06 | |||||||||
10/20/2010 |
buy | 15,500 | 5.06 | |||||||||
10/21/2010 |
buy | 8,543 | 5.00 | |||||||||
10/22/2010 |
buy | 2,100 | 5.06 | |||||||||
10/25/2010 |
buy | 20,000 | 5.03 | |||||||||
10/26/2010 |
buy | 50,000 | 4.95 | |||||||||
10/27/2010 |
buy | 25,000 | 4.71 | |||||||||
10/27/2010 |
buy | 75,000 | 4.71 | |||||||||
10/28/2010 |
buy | 225,000 | 4.48 | |||||||||
10/29/2010 |
buy | 55,675 | 4.67 | |||||||||
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