EXHIBIT 99.6
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VOTING AGREEMENT
by and among
XXXXXXX US DISCOVERY FUND III, L.P.,
XXXXXXX US DISCOVERY OFFSHORE FUND III, L.P.,
WARBURG, XXXXXX EQUITY PARTNERS, L.P.,
WARBURG, XXXXXX NETHERLANDS EQUITY PARTNERS I, C.V.,
WARBURG, XXXXXX NETHERLANDS EQUITY PARTNERS II, C.V.
and
WARBURG, XXXXXX NETHERLANDS EQUITY PARTNERS III, C.V.
dated as of
January 18, 1999
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TABLE OF CONTENTS
Page
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ARTICLE I.
Section 1.1. Representations and Warranties of the Stockholders......... 2
Section 1.2. Representations and Warranties of Purchasers............... 4
ARTICLE II.
Section 2.1. Transfer of the Shares..................................... 5
Section 2.2. Adjustments................................................ 5
ARTICLE III.
Section 3.1. Voting Agreement........................................... 6
Section 3.2. No Solicitation............................................ 7
Section 3.3. Directors.................................................. 7
ARTICLE IV.
Section 4.1. Termination................................................ 8
Section 4.2. Expenses................................................... 9
Section 4.3. Further Assurances......................................... 9
Section 4.4. Publicity.................................................. 9
Section 4.5. Enforcement of the Agreement............................... 9
Section 4.6. Miscellaneous.............................................. 10
(i)
TABLE OF DEFINED TERMS
Page
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Agreement....................................................... 1
Closing Date.................................................... 2
Common Stock.................................................... 1
Company......................................................... 1
Company Purchase Agreement...................................... 1
Conversion Agreement............................................ 1
Exchange Act.................................................... 2
Flemings A...................................................... 1
Flemings B...................................................... 1
Lien............................................................ 2
Preferred Stock................................................. 1
Purchaser....................................................... 1
Purchaser Designees............................................. 6
Purchasers...................................................... 1
Shares.......................................................... 1
Stockholder Conflict............................................ 3
Stockholders.................................................... 1
Stockholders' Designee.......................................... 7
Warrant......................................................... 1
(ii)
VOTING AGREEMENT, dated as of January 18, 1999 (this "Agreement"), by
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and among Warburg, Xxxxxx Equity Partners, L.P., a Delaware limited partnership,
Warburg, Xxxxxx Netherlands Equity Partners I, C.V., a Dutch limited
partnership, Warburg, Xxxxxx Netherlands Equity Partners II, C.V., a Dutch
limited partnership, Warburg, Xxxxxx Netherlands Equity Partners III, C.V., a
Dutch limited partnership (each, a "Purchaser", and collectively, "Purchasers"),
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Xxxxxxx US Discovery Fund III, L.P., a Delaware limited partnership ("Flemings
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A"), Xxxxxxx US Discovery Offshore Fund III, L.P., a Bermuda limited partnership
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("Flemings B" which, together with Flemings A, collectively, the
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"Stockholders").
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WHEREAS, the Stockholders are the beneficial owners of 150,000 shares
(the "Shares") of Series A Convertible Preferred Stock, par value $.01 per share
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("Preferred Stock"), of Four Media Company (the "Company"), which Preferred
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Stock is convertible into shares of common stock, $.01 par value per share (the
"Common Stock"), of the Company; and
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WHEREAS, the Stockholders and the Company have entered into a
Preferred Stock Conversion and Stockholders Agreement, dated as of the date
hereof (the "Conversion Agreement"), pursuant to which, among other things, the
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Stockholders have agreed to convert all of the Shares into a total of 2,250,000
shares of Common Stock; and
WHEREAS, Purchasers and the Company have entered into a Securities
Purchase Agreement, dated as of the date hereof (the "Company Purchase
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Agreement"), which provides, among other things, that, upon the terms and
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subject to the conditions therein, Purchasers will purchase from the Company and
the Company will sell to Purchasers 6,582,607 shares of Common Stock and will
issue to Purchasers a warrant to purchase an additional 1,100,000 shares of
Common Stock (the "Warrant"); and
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WHEREAS, as a condition to the willingness of Purchasers to enter into
the Company Purchase Agreement, Purchasers have requested that the Stockholders
agree, and in order to induce Purchasers to enter into the Company Purchase
Agreement, the Stockholders have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, and subject to the terms and conditions set forth herein, the
parties hereto hereby agree as follows:
ARTICLE I.
Section 1.1. Representations and Warranties of the Stockholders.
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The Stockholders represent and warrant, jointly and severally, to Purchasers, as
of the date hereof and as of the closing under the Company Purchase Agreement
(the "Closing Date"), as follows:
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(a) The Stockholders are the beneficial owners (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
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Act"), which meaning will apply for all purposes of this Agreement) of, and have
good title to, all of the Shares, free and clear of any mortgage, pledge,
hypothecation, rights of others, claim, security interest, charge, encumbrance,
title defect, title retention agreement, voting trust agreement, interest,
option, lien, charge or similar restriction or limitation (each, a "Lien")
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(including any restriction on the right to vote, sell or otherwise dispose of
the Shares) except for immaterial Liens which shall not affect the Stockholders'
ability to perform their obligations under this Agreement.
(b) The Shares constitute all of the securities (as defined in Section
3(10) of the Exchange Act, which definition will apply for all purposes of this
Agreement) of the Company beneficially owned, directly or indirectly, by the
Stockholders (excluding any securities beneficially owned by any of their
affiliates or associates (as such terms are defined in Rule 12b-2 under the
Exchange Act, which definitions will apply for all purposes of this Agreement)
as to which they do not have voting or investment power).
(c) Except for the Shares, the Stockholders do not, directly or
indirectly, beneficially own or have any option, warrant or other right to
acquire any securities of the Company that are or may by their terms become
entitled to vote or any securities that are convertible or exchangeable into or
exercisable for any securities of the Company that are or may by their terms
become entitled to vote, nor are the Stockholders subject to any contract,
commitment, arrangement, understanding or relationship (whether or not legally
enforceable), other than this Agreement and the Conversion Agreement that allows
or obligates them to vote or acquire any securities of the Company. The
Stockholders hold exclusive power to vote the Shares and have not granted a
proxy to any other Person (as defined in the
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Company Purchase Agreement, which definition will apply for all purposes of this
Agreement) to vote the Shares, subject to the limitations set forth in this
Agreement.
(d) This Agreement has been duly executed and delivered by the
Stockholders and, assuming due authorization, execution and delivery of this
Agreement by Purchasers, is a valid and binding obligation of the Stockholders
enforceable against the Stockholders in accordance with its terms, except that
(i) the enforceability hereof may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereinafter in effect, affecting
creditors' rights generally, and (ii) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
(e) Neither the execution and delivery of this Agreement nor the
performance by the Stockholders of their obligations hereunder will conflict
with, result in a violation or breach of, or constitute a default (or an event
that, with notice or lapse of time or both, would result in a default) or give
rise to any right of termination, amendment, cancellation, or acceleration or
result in the creation of any Lien on any Shares (collectively, a "Stockholder
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Conflict") under, (i) any contract, commitment, agreement, understanding,
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arrangement or restriction of any kind to which the Stockholders are a party or
by which the Stockholders are bound, to the extent such Stockholder Conflict
would reasonably be likely to affect the Stockholders' ability to consummate the
transactions contemplated hereby or (ii) any injunction, judgment, writ, decree,
order or ruling applicable to the Stockholders, to the extent such Stockholder
Conflict would reasonably be likely to affect the Stockholders' ability to
consummate the transactions contemplated hereby.
Section 1.2. Representations and Warranties of Purchasers. Each
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Purchaser jointly and severally represents and warrants to the Stockholders, as
of the date hereof and as of the Closing Date, as follows:
(a) Each Purchaser is a limited partnership duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and each Purchaser has the requisite power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby, and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement.
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(b) This Agreement and the other Transaction Documents to which it is
a party have been duly executed and delivered by each Purchaser and, assuming
the due execution and delivery of this Agreement by the Stockholders and of such
other Transaction Documents by the other parties thereto, are the valid and
binding obligations of each Purchaser, enforceable against each Purchaser in
accordance with their respective terms, except that (i) the enforceability
hereof and thereof may be subject to applicable bankruptcy, insolvency or other
similar laws, now or hereinafter in effect, affecting creditors' rights
generally, and (ii) the availability of the remedy of specific performance or
injunctive or other forms of equitable relief may be subject to equitable
defenses and would be subject to the discretion of the court before which any
proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor the
performance by each Purchaser of its obligations hereunder will conflict with,
result in a violation or breach of, or constitute a default (or an event that,
with notice or lapse of time or both, would result in a default) or give rise to
any right of termination, amendment, cancellation, or acceleration or result in
the creation of any Lien on any Shares (a "Conflict") under (i) its certificate
of limited partnership, partnership agreement, or comparable instrument, (ii)
any contract, commitment, agreement, understanding, arrangement or restriction
of any kind to which such Purchaser is a party or by which such Purchaser is
bound to the extent such Conflict would materially affect such Purchaser's
ability to consummate the transactions contemplated under this Agreement or the
Company Purchase Agreement or (iii) any judgment, writ, decree, order or ruling
applicable to such Purchaser to the extent such Conflict would materially affect
such Purchaser's ability to consummate the transactions contemplated under this
Agreement or the Company Purchase Agreement.
(d) Neither the execution and delivery of this Agreement nor the
performance by each Purchaser of its obligations hereunder will violate any law,
decree, statute, rule or regulation applicable to such Purchaser or require any
order, consent, authorization or approval of, filing or registration with, or
declaration or notice to, any corporation, Person, firm, Governmental Entity (as
such term is defined in the Company Purchase Agreement) or public or judicial
authority, other than any required notices or filings with the Federal
Communications Commission or pursuant to the HSR Act or the federal securities
laws.
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ARTICLE II.
Section 2.1. Transfer of the Shares. During the term of this
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Agreement, except as otherwise provided herein or in the Conversion Agreement,
the Stockholders will not (a) tender into any tender or exchange offer or
otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of,
or encumber with any Lien, any of the Shares, (b) acquire any shares of Common
Stock or other securities of the Company (otherwise than in connection with a
transaction of the type described in Section 2.2 of this Agreement), (c) deposit
the Shares into a voting trust, enter into a voting agreement or arrangement
with respect to the Shares or grant any proxy or power of attorney with respect
to the Shares or (d) enter into any contract, option or other arrangement or
undertaking with respect to the direct or indirect acquisition or sale,
transfer, pledge, assignment, hypothecation or other disposition of any interest
in or the voting of any shares of Common Stock or any other securities of the
Company.
Section 2.2. Adjustments.
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(a) In the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock or other securities of the Company on, of or affecting the Shares or the
like or any other action that would have the effect of changing the
Stockholders' ownership of the Company's capital stock or other securities or
(ii) the Stockholders become the beneficial owner of any additional shares of
Common Stock or other securities of the Company, then the terms of this
Agreement will apply to the shares of capital stock held by the Stockholders
immediately following the effectiveness of the events described in clause (i) or
the Stockholders becoming the beneficial owner thereof, as described in clause
(ii), as though they were Shares hereunder.
(b) The Stockholders hereby agree, while this Agreement is in effect,
promptly to notify Purchasers of the number of any new shares of the Common
Stock acquired by the Stockholders, if any, after the date hereof.
ARTICLE III.
Section 3.1. Voting Agreement. The Stockholders, by this Agreement,
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do hereby constitute and appoint Purchasers, or any nominee thereof, with full
power of substitution, during and for the term of this Agreement, as their true
and lawful attorney and proxy for and in their name, place and xxxxx, to vote
all the Shares Stockholders beneficially own at the time of such vote, at
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any annual, special or adjourned meeting of the stockholders of the Company (and
this appointment will include the right to sign their name (as stockholders) to
any consent, certificate or other document relating to the Company that the laws
of the State of Delaware may require or permit) (x) in favor of approval and
adoption of the Company Purchase Agreement, the Company Voting Matters (as
defined in the Company Purchase Agreement) and the other transactions
contemplated thereby and (y) against (a) any Takeover Proposal (as defined in
the Company Purchase Agreement), (b) any action or agreement that would result
in a breach in any respect of any covenant, agreement, representation or
warranty of the Company under the Company Purchase Agreement and (c) the
following actions (other than the other transactions contemplated by the Company
Purchase Agreement): (i) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company or its
subsidiaries; (ii) a sale, lease or transfer of a substantial amount of assets
of the Company or one of its subsidiaries, or a reorganization,
recapitalization, dissolution or liquidation of the Company or its Subsidiaries;
(iii) (A) any change in a majority of the persons who constitute the Board of
Directors of the Company as of the date hereof; (B) any change in the present
capitalization of the Company or any amendment of the Certificate of
Incorporation or Bylaws of the Company, as amended through the date hereof; (C)
any other material change in the Company's corporate structure or business; or
(D) any other action that, in the case of each of the matters referred to in
clauses (iii)(A), (B) and (C) is intended, or could reasonably be expected, to
impede, interfere with, delay, postpone, or adversely affect the transactions
contemplated by this Agreement and the Company Purchase Agreement. This proxy
and power of attorney is a proxy and power coupled with an interest, and the
Stockholders declare that it is irrevocable during and for the term of this
Agreement. The Stockholders hereby revoke all and any other proxies with respect
to the Shares that they may have heretofore made or granted and agree that no
other writing or instrument shall be required in order to grant the proxy and
rights to Purchasers granted hereby. For Shares as to which the Stockholders are
the beneficial but not the record owner, the Stockholders shall use their best
efforts to cause any record owner of such Shares to grant to Purchasers a proxy
to the same effect as that contained herein.
Section 3.2. No Solicitation. The Stockholders will not, directly
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or indirectly, through any agent, financial advisor, attorney, accountant or
other representative or otherwise, (i) solicit, initiate or encourage submission
of
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proposals or offers from any Person relating to, or that could reasonably be
expected to lead to, a sale or transfer of any of the Shares or a Takeover
Proposal or (ii) participate in any negotiations or discussions regarding, or
furnish to any other Person any information with respect to, or otherwise
cooperate in any way with, or assist or participate in, facilitate or encourage,
any effort or attempt by any other Person to do or seek a sale or transfer of
any of the Shares or a Takeover Proposal. The Stockholders shall immediately
advise Purchasers in writing of the receipt of a request for information or any
inquiries or proposals relating to a sale or transfer of any of the Shares or a
Takeover Proposal.
Section 3.3. Directors.
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(a) The Stockholders agree to vote all of the Shares, the shares of
Common Stock to be issued to them pursuant to the Conversion Agreement and any
other securities of the Company issued to them, including securities issued to
them in connection with a transaction of the type described in Section 2.2, in
each case in favor of any nominees of Purchasers for election to the Board of
Directors of the Company pursuant to Section 6.11 of the Company Purchase
Agreement (the "Purchaser Designees"), at each meeting of the stockholders of
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the Company at which the stockholders are voting on the election of directors to
the Board of Directors of the Company or any action so taken by written consent;
provided, however, that the Stockholders shall only be required to vote such
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securities in favor of the Purchaser Designees for so long as Purchasers shall
be entitled, pursuant to Section 6.11 of the Company Purchase Agreement, to
designate directors for election to the Board of Directors of the Company.
(b) Purchasers agree to vote all of the shares of Common Stock
purchased by them pursuant to the Company Purchase Agreement and the Additional
Purchase Agreements (as defined in the Company Purchase Agreement) and the
shares of Common Stock issued to them upon exercise of the Warrant and any other
securities of the Company issued to them, in each case in favor of the nominee
of the Stockholders for election to the Board of Directors of the Company
pursuant to the Conversion Agreement (the "Stockholders' Designee"), at each
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meeting of the stockholders of the Company at which the stockholders are voting
on the election of directors to the Board of Directors of the Company or any
action so taken by written consent; provided, however, that Purchasers shall
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only be required to vote such securities in favor of the Stockholders' Designee
for so long as the Stockholders shall be entitled, pursuant to the Conversion
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Agreement, to designate a director for election to the Board of Directors of the
Company.
(c) This Section 3.3 and the agreements set forth herein shall
expressly survive the termination of this Agreement.
ARTICLE IV.
Section 4.1. Termination. Except as set forth in Section 3.3(c)
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hereof, this Agreement will terminate on the earliest to occur of (A) the
termination of the Company Purchase Agreement, (B) the Closing Date, (C) the
mutual agreement of the Stockholders, the Company and Purchasers to so terminate
and (D) the Expiration Date (or, if applicable, the Extended Expiration Date)
(each as defined in the Company Purchase Agreement).
Section 4.2. Expenses. Except as otherwise expressly provided
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herein or in the Company Purchase Agreement or the Conversion Agreement, all
costs and expenses incurred by any of the parties hereto will be borne by the
party incurring such costs and expenses. Purchasers, on the one hand, and the
Stockholders, on the other hand, will indemnify and hold harmless the other from
and against any and all claims or liabilities for finder's fees or brokerage
commissions or other like payments incurred by reason of action taken by it or
any of them, as the case may be.
Section 4.3. Further Assurances. Each party hereto will execute and
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deliver all such further documents and instruments and take all such further
action as may be necessary in order to consummate the transactions contemplated
hereby.
Section 4.4. Publicity. Purchasers and the Stockholders shall
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consult with each other and the Company before issuing any press release or
otherwise making any public statements with respect to this Agreement, the
Company Purchase Agreement, the Conversion Agreement or the other transactions
contemplated hereby or thereby and shall not issue any such press release or
make any such public statement before such consultation, except as may be
required by law or applicable stock exchange rules. The Company shall be an
express third party beneficiary of this Section 4.4.
Section 4.5. Enforcement of the Agreement. The Stockholders and
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Purchasers acknowledge that irreparable damage would occur in the event that any
of the provisions of this Agreement were not performed in accordance with their
specific
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terms or were otherwise breached. It is accordingly agreed that each party
hereto will be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions hereof in
any court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which they are entitled at law or in equity.
Section 4.6. Miscellaneous.
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(a) All representations and warranties contained herein will terminate
upon the termination hereof. The covenants and agreements made herein will
survive the Closing Date in accordance with their respective terms.
(b) Any provision of this Agreement may be waived at any time by the
party that is entitled to the benefits thereof. No such waiver, amendment or
supplement will be effective unless in writing and signed by the party or
parties sought to be bound thereby. Any waiver by any party of a breach of any
provision of this Agreement will not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement or one or more sections hereof will not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
(c) This Agreement, the other Transaction Documents and the other
agreements attached as Exhibits to the Company Purchase Agreement constitute the
entire agreement among the parties hereto with respect to the subject matter
hereof, and supersede all prior agreements among such parties with respect to
such matters. This Agreement may not be amended, changed, supplemented, waived
or otherwise modified, except upon the delivery of a written agreement executed
by the parties hereto.
(d) This Agreement will be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of laws
principles thereof.
(e) The descriptive headings contained herein are for convenience and
reference only and will not affect in any way the meaning or interpretation of
this Agreement.
(f) All notices and other communications hereunder will be in writing
and will be given (and will be deemed to have been duly given upon receipt) by
delivery in person, by telecopy,
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or by registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
If to any of Purchasers to:
Warburg, Xxxxxx Equity
Partners, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopier: 000-000-0000
With a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx, Esq.
Telecopier: (000) 000-0000
If to the Stockholders to:
Xxxxxxx US Discovery
Fund III, X.X.
Xxxxxxx US Discovery
Offshore Fund III, L.P.
c/x Xxxxxxx Capital Management
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx
Telecopier: (000) 000-0000
With a copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telecopier: (000) 000-0000
or to such other address as any party may have furnished to the other parties in
writing in accordance herewith.
(g) This Agreement may be executed in any number of counterparts, each
of which will be deemed to be an original, but all of which together will
constitute one agreement.
(h) This Agreement and each of the other Transaction Documents (as
such term is defined in the Company Purchase
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Agreement) shall (i) be executed simultaneously and at such time shall be valid
and binding obligations of each of the parties and signatories thereto and (ii)
simultaneously be consummated at the Closing.
(i) Neither this Agreement nor any of the rights or obligations of any
party hereto may be assigned without the prior written consent of the other
parties hereto, except that Purchasers may, without such consent, assign this
Agreement and any of such rights and obligations to one or more of their
affiliates. Any such assignment shall not, however, act as a release of the
assigning Person. Subject to the foregoing, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, and no other Person shall have any right, benefit or obligation
hereunder.
(j) If any term or provision of this Agreement is determined to be
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party hereto. Upon any such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated by this Agreement are consummated to the
extent possible.
(k) All rights, powers and remedies provided under this Agreement or
otherwise available in respect hereof at law or in equity will be cumulative and
not alternative, and the exercise of any thereof by either party will not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
WARBURG, XXXXXX EQUITY PARTNERS, L.P.
By: Warburg, Xxxxxx & Co., its general partner
By:____________________________________________
Name:
Title:
WARBURG, XXXXXX NETHERLANDS EQUITY PARTNERS I,
C.V.
By: Warburg, Xxxxxx & Co., its general partner
By:____________________________________________
Name:
Title:
WARBURG, XXXXXX NETHERLANDS EQUITY PARTNERS II,
C.V.
By: Warburg, Xxxxxx & Co., its general partner
By:____________________________________________
Name:
Title:
WARBURG, XXXXXX NETHERLANDS EQUITY PARTNERS III,
C.V.
By: Warburg, Xxxxxx & Co., its general partner
By:____________________________________________
Name:
Title:
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XXXXXXX US DISCOVERY FUND III, L.P.
By: Xxxxxxx US Discovery Partners, L.P.,
its general partner
By: Xxxxxxx US Discovery, LLC, its general
partner
By:____________________________________
Xxxxxx X. Xxxx, member
XXXXXXX US DISCOVERY OFFSHORE
FUND III, L.P.
By: Xxxxxxx US Discovery Partners, L.P.,
its general partner
By: Xxxxxxx US Discovery, LLC, its general
partner
By:____________________________________
Xxxxxx X. Xxxx, member
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