EXHIBIT (C)(8)
AGREEMENT TO VOTE AND TENDER STOCK
THIS AGREEMENT TO VOTE AND TENDER STOCK, dated as of February 10, 1998
(the "Agreement"), among the Granting Stockholders named on Schedule A hereto,
Sprint Corporation, a Kansas corporation ("Sprint") and Sprint Communications
Company L.P., a Delaware limited partnership ("Sprint L.P.") (the Granting
Stockholders, Sprint and Sprint L.P. are collectively referred to herein as the
"Parties" and individually as a "Party").
WHEREAS, the respective Boards of Directors of Sprint and EarthLink
Network Inc., a Delaware corporation (the "Company") have determined to enter
into a strategic relationship in the area of Internet access and related
services and Sprint will make investments in the Newco, Inc., a Delaware
corporation ("Newco") and the Company in connection with the Merger of Newco
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Newco ("Newco
Sub") and the Company in order to enhance the capabilities for growth and
financial and strategic success;
WHEREAS, Sprint, Sprint L.P., the Company, Newco and Newco Sub have
entered into an Investment Agreement as of the date hereof (the "Investment
Agreement") contemplating that strategic alliance and addressing the terms and
conditions of such investment and related transactions;
WHEREAS, a condition to Sprint's obligations under the Investment
Agreement is that each of the Granting Stockholders execute and perform this
Agreement and grant an irrevocable proxy in the form attached hereto as Exhibit
A (the "Irrevocable Proxy");
WHEREAS, Sprint proposes to make a tender offer (as it may be amended
from time to time as permitted under the Investment Agreement, with the
Company's consent if required hereby, the "Offer") to purchase 1,250,000 shares
of common stock, par value $.01 per share, of the Company (the "Common Stock"),
for an aggregate cash consideration of $56,250,000 and at a price per share of
Common Stock of $45 net to each seller in cash (such price, as may hereafter be
changed, the "Offer Price"), upon the terms and subject to the conditions set
forth in the Investment Agreement; and the Board of Directors of the Company has
approved the Offer and the other transactions contemplated in the Investment
Agreement and is recommending that the Company's stockholders who wish to
receive cash for their shares of Common Stock accept the Offer;
WHEREAS, immediately following the closing of the Offer, Sprint L.P.
proposes to purchase 4,102,941 shares of Series A Convertible Preferred Stock,
par value $.01 per share of Newco (the "Convertible Preferred Stock") in
exchange for (i) an aggregate cash consideration of $23,750,000, (ii) the
assignment to Newco of 100% of the Sprint Internet Passport Subscribers, (iii)
entering enter into an agreement whereby Newco and the Company will utilize the
Sprint brand under specified terms and conditions Newco and Newco Sub will,
inter alia, have the right to use Sprint distribution channels under specified
terms and conditions, and (iv) entering into a
network agreement whereby Newco and the Company will utilize Sprint's long-
distance network under specified terms and conditions.
WHEREAS, Sprint shall provide Newco and the Company, as co-borrowers,
with up to $25 million of Convertible Senior Debt financing (the "Convertible
Debt Financing") on or after the Closing, with such amount to increase to up to
$100 million over time, such indebtedness to be evidenced by one or more
Convertible Senior Promissory Note(s) (the "Convertible Notes");
WHEREAS, the closing of the Contribution and the other transactions
referred to above other than the Offer shall take place concurrently with the
merger of Newco Sub into the Company (the "Merger") and the conversion of each
share of the Company's outstanding Common Stock into one share of Newco common
stock, par value $.01 per share ("Newco Common Stock") pursuant to the Merger,
in each case upon the terms and subject to the conditions set forth in the
Investment Agreement and/or the Ancillary Agreements (as defined below);
WHEREAS, Section 2.02(c) of the Investment Agreement includes as a
condition to the obligations of Sprint and Sprint L.P. to consummate the
transactions contemplated by the Investment Agreement and the Ancillary
Agreements that the Granting Stockholders shall execute, deliver and fully
perform this Agreement and that the terms and conditions of this Agreement shall
have been otherwise satisfied in all material respects;
WHEREAS, the Granting Stockholders desire to induce the parties to the
Investment Agreement to execute, deliver and perform such agreement and the
Ancillary Agreements and to satisfy the aforesaid condition to the Closing of
the Investment Agreement;
WHEREAS, capitalized terms used herein shall have the meaning set forth
in the Investment Agreement unless otherwise defined herein.
NOW, THEREFORE, in consideration of (i) the foregoing premises, (ii)
the benefits to be received equally by all stockholders of the Company upon the
execution, delivery and performance of the Investment Agreement and the
Ancillary Agreements, (iii) the interest of Sprint and Sprint L.P. in purchasing
shares of Common Stock from the Granting Stockholders and other stockholders of
the Company in the Offer, (iv) the representations, warranties, covenants and
agreements contained in this Agreement, the Investment Agreement and the
Ancillary Agreements, and (v) for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Agreement and Obligation to Tender. Each of the Granting
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Stockholders agrees to tender all of the shares of Common Stock which they own
of record or beneficially (within the meaning of Rule 13d-3 under the Exchange
Act as of the date hereof), which number of shares is set forth opposite the
Granting Stockholder's name on Schedule A attached hereto in the precise manner
in which such name it is set forth on the certificate evidencing the Shares (the
"Owned
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Shares"; which term shall include any and all other shares of capital stock or
securities or rights issued or issuable in respect thereof on or after the date
hereof), in accordance with the terms and subject to the conditions set forth in
the Offer to Purchase and the related Letter of Transmittal (which, together
with any amendments or supplements to such Offer to Purchase and Letter of
Transmittal, shall definitively constitute the Offer). The Granting Stockholders
understand and agree that the actual number of Owned Shares purchased by Sprint
will vary depending upon the total number of shares of Common Stock validly
tendered and not withdrawn at the expiration of the Offer and the obligation
imposed on Sprint by Rule 14d-8 under the Exchange Act to prorate such
purchases; provided, however, that Sprint shall not be obligated to purchase any
shares of Common Stock in the Offer unless all of the conditions to the Offer
have been satisfied or waived in accordance with the Investment Agreement.
2. Agreement and Obligation to Vote. (a) Each of the Granting
--------------------------------
Stockholders agrees to cast, or cause to be cast, all of the votes represented
by the Owned Shares (which for this purpose shall also include all shares of
Newco Common Stock received upon conversion of the Owned Shares into Newco
Common Stock pursuant to the Merger) which such Granting Stockholder has the
right or power to vote, directly or indirectly, or has the right or power to
vote by holding a proxy to vote such shares or otherwise, in favor of (a) the
Merger, (b) the issuance and sale of the Convertible Preferred Stock, the
Convertible Notes and the Newco Common Stock issuable upon conversion of the
Convertible Preferred Stock and/or the Convertible Notes, in each case in
accordance with the Investment Agreement and the applicable Ancillary
Agreements, (c) the other transactions contemplated by the Investment Agreement
and the Ancillary Agreements, and (d) any related matter that must be approved
by the holders of Common Stock or Newco Common Stock in order for the
transactions contemplated by the Investment Agreement or any Ancillary Agreement
to be consummated.
(b) In order to ensure that the voting agreement set forth in Section
2(a) will be fulfilled, each of the Granting Stockholders agrees to grant, and
concurrently with the execution of this Agreement hereby grants, to Sprint
Corporation an Irrevocable Proxy, coupled with an interest, with respect to all
of the Owned Shares covered by the aforesaid voting agreement which the Granting
Stockholder is entitled to vote, for and in the name, place and stead of such
stockholder, at any annual or special meeting of the holders of Common Stock and
at any adjournment or postponement thereof, or pursuant to any consent in lieu
of a meeting, or otherwise for the matters described in Section 2(a). The
Irrevocable Proxy granted by each of the Granting Stockholders constitutes the
valid and effective irrevocable proxy, coupled with an interest, of each of the
Granting Stockholders in respect of the Owned Shares within the meaning of
Section 212(e) of the Delaware General Corporation Law; revokes any proxy or
proxies or powers of attorney heretofore given by any of the Granting
Stockholders in respect of the Shares; shall remain in full force and effect and
is and shall be irrevocable until the Closing of the Merger and the other
transactions contemplated by the Investment Agreement and the Ancillary
Agreements; and is coupled with an interest and an integral part of the benefits
and obligations of each of the Granting Stockholders and the rights and benefits
of Sprint and Sprint L.P.
3. Agreement Not to Dispose of Shares. Each Granting Stockholder
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hereby
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covenants and agrees as follows between the date hereof and the Closing (as
defined in the Investment Agreement):
a. The Granting Stockholders will not, and will not agree to,
directly or indirectly, (i) sell, transfer, assign, pledge,
hypothecate, cause to be redeemed or repurchased or otherwise dispose
of any of the Owned Shares, (ii) grant any proxy, power of attorney or
interest in or with respect to the Shares, or (iii) enter into a voting
agreement with respect to the Owned Shares, in any such case prior to
the Closing of the Merger and the other transactions contemplated by
the Investment Agreement and the Ancillary Agreements.
b. The Granting Stockholders will cause the Company to have
the certificates evidencing their shares bear substantially the
following legend and to cause the Company to instruct its transfer
agent to stop the transfer of any certificates bearing such legend that
is not made in accordance with this Agreement:
THE TRANSFER OF AND VOTING OF THE SHARES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO THE PRIOR RIGHTS AND LIMITATIONS
IMPOSED BY THE AGREEMENT TO VOTE AND TENDER STOCK DATED FEBRUARY
10, 1998 AMONG SPRINT CORPORATION, A KANSAS CORPORATION, SPRINT
COMMUNICATIONS COMPANY L.P., AND CERTAIN GRANTING STOCKHOLDERS
WHO ARE SIGNATORIES THERETO. A COPY OF SUCH AGREEMENT WILL BE
FURNISHED BY THE COMPANY'S SECRETARY UPON WRITTEN REQUEST AND
WITHOUT CHARGE.
4. Representations and Warranties. Each of the Granting
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Stockholders severally represents and warrants to Sprint and Sprint L.P. as
follows:
a. Each Granting Stockholder that is an entity is a
corporation, limited liability company or partnership that is duly
organized, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated or organized and has the power
and authority to execute, deliver and perform this Agreement and to
grant the Irrevocable Proxy. Each Granting Stockholder that is a
natural person has the capacity and the full legal right to execute,
deliver and perform this Agreement and to grant the Irrevocable Proxy.
b. This Agreement and each Irrevocable Proxy have been duly
executed and delivered and constitute a valid and binding agreement or
irrevocable proxy (coupled with an interest), respectively, and are
enforceable in accordance with their respective terms, except to the
extent that the enforcement of this Agreement or the Irrevocable Proxy
may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws
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now or hereafter in effect relating to creditors' rights generally, and
(ii) general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law.
c. The execution and delivery of this Agreement and of the
Irrevocable Proxies did not, and the performance thereof, without
obtaining the consent of any third party will not, conflict with, or
result in any violation of, or default (with or without notice or lapse
of time, or both) under (i) to their knowledge, the certificate of
incorporation or bylaws of the Company, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit or license applicable to the Granting Stockholder or
the Owned Shares, or (iii) any Law applicable to the Granting
Stockholders. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity or
any party to a Contract is required by or with respect to the
applicable Granting Stockholder or in connection with the execution and
delivery of this Agreement or the applicable Irrevocable Proxy.
d. Each of the Owned Shares has been duly and validly issued,
is fully paid and nonassessable, is free and clear of all Liens, and is
not subject to (i) any preemptive rights, (ii) right of first refusal,
(iii) right to purchase, acquire or vote, (iv) power of attorney, or
(v) any other right.
e. Each Granting Stockholder has the sole power, right and
authority to vote and to tender the Owned Shares in accordance with the
terms of this Agreement and the Irrevocable Proxy.
5. Specific Performance. Each Granting Stockholder understands and
--------------------
agrees that immediate irreparable damages for which there is no adequate remedy
at law would occur in the event that any provision of this Agreement and/or the
Irrevocable Proxy is not performed in accordance with the specific terms hereof
or thereof or is otherwise breached. Accordingly, it is agreed that in the event
of a failure by a Granting Stockholder to perform its obligations under this
Agreement and/or the Irrevocable Proxy, Sprint and Sprint L.P. shall each be
entitled to specific performance through injunctive relief to prevent breaches
of the provisions of this Agreement and/or the Irrevocable Proxy and to enforce
specifically the provisions of this Agreement and/or the Irrevocable Proxy in
any Action instituted in any court having competent jurisdiction, in addition to
any other remedy to which Sprint and Sprint L.P. may be entitled, at law or in
equity.
6. Term. This Agreement and the obligations hereunder shall commence
----
on the date hereof and continue until the earlier of (a) the Closing of the
Merger and the other transactions contemplated by the Investment Agreement and
the Ancillary Agreements, or (b) the termination of the Investment Agreement
pursuant to Section 6.01 thereof.
7. Miscellaneous Provisions. (a) Unless otherwise provided herein,
------------------------
any notice, request, waiver, instruction, consent or document or other
communication required or permitted
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to be given by this Agreement shall be effective only if it is in writing and
(i) delivered by hand or sent by certified mail, return receipt requested, (ii)
if sent by a nationally-recognized overnight delivery service with delivery
confirmed, or (iii) if telexed or telecopied, with receipt confirmed as follows:
Granting Stockholders Hunton & Xxxxxxxx
in care of their attorneys: NationsBank Plaza, Suite 4100
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxx X. Hobby, Esq.
Telecopy No.: (000) 000-0000
Sprint and Sprint L.P.: Sprint Corporation
0000 Xxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxx 00000
Attn: Chief Financial Officer
Telecopy No.: (000) 000-0000
with a copy to: Sprint Corporation
0000 Xxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxx 00000
Attn: Corporate Secretary
Telecopy No.: (000) 000-0000
with an additional copy to: Xxxxxxx, Mag & Fizzell, P.C.
1201 Walnut, Suite 2800
P.O. Box 419251
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxx, Esq.
Telecopy No.: (000) 000-0000
The parties shall promptly notify each other of any change in their respective
addresses or facsimile numbers or of the Person or office to receive notices,
requests or other communications under this Section 7(a). Notice shall be deemed
to have been given as of the date when so personally delivered, three (3) days
after when so deposited with the United States mail properly addressed, the next
day when delivered during business hours to such overnight delivery service
properly addressed or when receipt of a telex or telecopy is confirmed, as the
case may be, unless the sending party has actual Knowledge that such notice was
not received by the intended recipient.
(b) This Agreement and the Irrevocable Proxies embody the entire
agreement and understanding of the Parties in respect to the matter contemplated
hereby and thereby and supersede and render null and void all other prior
agreements and understandings, written and oral, with respect to the subject
matter hereof and thereof, provided that this provision shall not
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abrogate any other written agreement between the Parties executed simultaneously
with this Agreement. No Party shall be liable or bound to any other Party in any
manner by any promises, conditions, representations, warranties, covenants,
agreements and understandings, except as specifically set forth herein or
therein.
(c) Except as otherwise permitted in this Agreement, this Agreement may
not be amended or supplemented, unless set forth in a writing signed by and
delivered to, all the Parties and no Irrevocable Proxy may be amended or
supplemented unless set forth in a writing signed by Sprint, Sprint L.P. and the
Granting Stockholder who has granted such Irrevocable Proxy. Except as otherwise
permitted in this Agreement or the Irrevocable Proxies, the terms or conditions
of this Agreement and the Irrevocable Proxies may not be waived unless set forth
in a writing signed by the Party or Parties entitled to the benefits thereof. No
waiver of any of the provisions of this Agreement or the Irrevocable Proxies
shall be deemed or shall constitute a waiver of such provision at any time in
the future or a waiver of any other provision hereof or, in the case of the
Irrevocable Proxies, any similar provision in another Irrevocable Proxy. The
rights and remedies of the Parties are cumulative and not alternative. Except as
otherwise provided in this Agreement or the Irrevocable Proxies, neither the
failure nor any delay by any Party in exercising any right, power or privilege
under this Agreement or the Irrevocable Proxies will operate as a waiver of such
right, power or privilege, and no single or partial exercise of any such right,
power or privilege will preclude any other or further exercise of such right,
power or privilege or the exercise of any other right, power or privilege.
(d) Neither this Agreement or the Irrevocable Proxies nor any of the
rights, interests or obligations under this Agreement or the Irrevocable Proxies
shall be assigned or transferred, in whole or in part, by any of the Parties
without the prior written consent of the other Parties; provided, however, that
such assignment or transfer may be made by (i) Sprint or Sprint L.P. to any of
its Affiliates, (ii) by any Affiliate of Sprint to any other Affiliate of
Sprint, or (iii) pursuant to any merger, consolidation, reorganization or sale
of substantially all of the assets of Sprint or such Affiliates (or any
transaction having such effect). Subject to the preceding sentence, this
Agreement and the Irrevocable Proxies will be binding upon, inure to the benefit
of, and be enforceable by, the Parties and their respective successors and
assigns.
(e) This Agreement shall be governed by the laws of the State of
Delaware, without regard to conflict of laws principles.
(f) If any term or provision of this Agreement or the Irrevocable
Proxies or the application thereof to any Party or set of circumstances shall,
in any jurisdiction and to any extent, be finally held invalid or unenforceable,
such term or provision shall only be ineffective as to such jurisdiction, and
only to the extent of such invalidity or unenforceability, without invalidating
or rendering unenforceable any other terms or provisions of this Agreement or
the Irrevocable Proxies or under any other circumstances, and the Parties shall
negotiate in good faith a substitute provision which comes as close as possible
to the invalidated or unenforceable term or provision, and which puts each Party
in a position as nearly comparable as possible to the position it would have
been in but for the finding of invalidity or unenforceability, while remaining
valid and
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enforceable.
(g) This Agreement may be executed in one or more counterparts each of
which when so executed and delivered shall for all purposes be deemed to be an
original but all of which, when taken together, shall constitute one and the
same Agreement.
(h) The captions and headings used in this Agreement and the Irrevocable
Proxies are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or the Irrevocable Proxies, as the case may be, or to
affect the construction or interpretation hereof or thereof.
(i) Nothing in this Agreement or the Irrevocable Proxies, express or
implied, shall create or confer upon any Person, other than the Parties or their
respective successors and permitted assigns, any legal or equitable rights,
remedies, obligations, liabilities or claims under or with respect to this
Agreement or the Irrevocable Proxies, except as expressly provided herein or
therein.
(j) Unless specifically stated otherwise, references to sections refer
to sections in this Agreement. References to "includes" and "including" mean
"includes without limitation" and "including without limitation."
(k) Each Granting Stockholder is a sophisticated legal entity or
individual that was advised by experienced counsel and, to the extent it deemed
necessary, other advisors in connection with this Agreement and the Irrevocable
Proxies. Accordingly, each Party hereby acknowledges that no Party has relied or
will rely in respect of this Agreement or the Irrevocable Proxies or the
transactions contemplated hereby or thereby upon any document or written or oral
information previously furnished to or discovered by it or its representatives,
other than this Agreement or the Irrevocable Proxies or the documents and
instruments delivered at the Closing.
(l) No provision of this Agreement or the Irrevocable Proxies shall be
interpreted in favor of, or against, any Party by reason of the extent to which
such Party or its counsel participated in the drafting thereof or by reason of
the extent to which any such provision is inconsistent with any prior draft
hereof or thereof.
(m) The Parties agree that any Action arising out of or relating to this
Agreement or the Irrevocable Proxies shall be brought by the Parties and held
and determined only in a Delaware state court or a federal court sitting in that
state which shall be the exclusive venue of any such Action. Each Party waives
any objection which such Party may now or hereafter have to the laying of venue
of any such Action, and irrevocably consents and submits to the jurisdiction of
any such court (and the appropriate appellate courts) in any such Action. Any
and all service of process and any other notice in any such Action shall be
effective against such Party when transmitted in accordance with subsection (a)
of this Section 7. Nothing contained herein shall be deemed to affect the right
of any Party to serve process in any manner permitted by Law.
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(n) All representations, warranties and covenants in this Agreement or
the Irrevocable Proxies shall survive the execution and delivery of this
Agreement and shall continue for their respective statute of limitations period,
except for any covenant which by its terms continues in effect for a longer time
period, and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of any Party or any information capable of
being acquired by any Party.
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(o) THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT
THAT THEY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE
IRREVOCABLE PROXIES.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and year first above written.
EARTHLINK NETWORK, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and CEO
DOLPHIN, INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and CEO
SPRINT CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President-Strategic
Planning and Corporate
Development
SPRINT COMMUNICATIONS
COMPANY L.P.
By: US Telecom, Inc., General Partner
By: /s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President and Secretary
SIGNATURE PAGE FOR AGREEMENT TO VOTE AND TENDER STOCK
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/s/ Sky X. Xxxxxx
----------------------------
Sky X. Xxxxxx
SIGNATURE PAGE FOR AGREEMENT TO VOTE AND TENDER STOCK
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11
/s/ Xxxxx X. X'Xxxxxxx
----------------------
Xxxxx X. X'Xxxxxxx
SIGNATURE PAGE FOR AGREEMENT TO VOTE AND TENDER STOCK
-----------------------------------------------------
12
/s/ Xxxxxxx Xxxxxx
------------------
Xxxxxxx Xxxxxx
SIGNATURE PAGE FOR AGREEMENT TO VOTE AND TENDER STOCK
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13
/s/ Xxxxxx X. London
-----------------------------------
Xxxxxx X. London
SIGNATURE PAGE FOR AGREEMENT TO VOTE AND TENDER STOCK
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/s/ Xxxxxx Xxxxxx
---------------------------------
Xxxxxx Xxxxxx
SIGNATURE PAGE FOR AGREEMENT TO VOTE AND TENDER STOCK
15
XXXXXX PARTNERS L.P.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Partner
SIGNATURE PAGE FOR AGREEMENT TO VOTE AND TENDER STOCK
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Schedule A
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Name and Address Owned Shares
---------------- ------------
Sky X. Xxxxxx
0000 Xxx Xxxx Xxxxx
Xxxxxxxx, XX 00000 1,500,000
Xxxxx X. X'Xxxxxxx
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000 944,614
Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxx, XX 00000 427,212
Xxxxxx X. London
000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000 392,032
Xxxxxx Xxxxxx
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxx Xxxxx, XX 00000 203,364
Xxxxxx Partners LP
c/x Xxxxx and Xxxxx
Xxx Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000 521,892
