Exhibit E
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into
as of June 2, 2006, by and among each of the parties listed on Schedule I
annexed hereto (each, a "Seller" and collectively, the "Sellers"), and Harbinger
Capital Partners Master Fund I, Ltd., a Cayman Islands exempt company (the
"Purchaser").
WHEREAS, the Sellers are the beneficial owners of an aggregate of
40,000 shares of Series A Voting Convertible Preferred Stock (the "Preferred
Stock") of Salton, Inc., a Delaware corporation (the "Company");
WHEREAS, the Sellers are party to that certain Registration Rights
Agreement, dated as of July 15, 1998, among the Company and the Sellers (the
"Registration Rights Agreement"); and
WHEREAS, the Sellers desire to sell to the Purchaser, and the Purchaser
desires to purchase from the Sellers, an aggregate of 30,000 shares of Preferred
Stock (the "Purchased Shares") on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
representations, warranties, covenants, and agreements herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
SALE AND PURCHASE OF PREFERRED STOCK
1.1 Sale and Purchase of Preferred Stock. At the Closing (as defined
below) and on the terms set forth herein, each Seller shall sell and deliver to
the Purchaser all of its right, title, and interest in and to an amount of the
Purchased Shares owned by such Seller as set forth opposite such Seller's name
on SCHEDULE I hereto (which in the aggregate shall equal 30,000 shares of
Preferred Stock), and (ii) the Purchaser shall purchase and accept from each
such Seller, all right, title, and interest of such Seller in and to such
Purchased Shares, free and clear of all mortgages, liens, claims, pledges,
security interests, transfer restrictions and other encumbrances ("Liens"),
other than restrictions on transfer imposed by applicable securities laws, in
each case in the amount as set forth opposite each Seller's name on SCHEDULE I
hereto. The closing (the "Closing") of the purchase and sale of the Purchased
Shares is taking place on the date hereof concurrently with the execution and
delivery of this Agreement.
1.2 Purchase Price. At the Closing, the Purchaser shall pay each Seller
an amount in cash set forth opposite such Seller's name on SCHEDULE I hereto
(collectively, the "Purchase Price") as consideration for the purchase of the
Purchased Shares being purchased from each Seller by the Purchaser hereunder.
The Purchase Price payable to each Seller shall be paid by wire transfer of
immediately available funds to accounts set forth on SCHEDULE II hereto.
1.3 Deliveries. At the Closing, (i) the Sellers shall deliver to the
Purchaser (A) stock certificates representing and evidencing the Preferred Stock
owned by the Sellers (in such amounts as set forth opposite each such Seller's
name on SCHEDULE I hereto) duly endorsed in blank or with an appropriate stock
power in a form reasonably acceptable to Purchaser duly executed by Sellers
relating to the transfer of the Purchased Shares contemplated hereby, (B) a copy
of the executed resignation letter of both of the Sellers representatives on the
Company's Board of Directors and (C) the Acknowledgement attached hereto as
EXHIBIT C duly executed by the Company; and (ii) the Purchaser shall deliver (A)
to each Seller the Purchase Price in accordance with Section 1.2 above and (B)
to the Company a duly executed counterpart of a Joinder Agreement to the
Registration Rights Agreement in the form attached hereto as EXHIBIT A (the
"Joinder Agreement"). The Sellers and the Purchaser shall cooperate with each
other to cause the Company and its transfer agent to issue and deliver, as soon
as practicable after the date hereof, (i) to Purchaser a stock certificate
evidencing and representing the Purchased Shares being purchased by Purchaser
hereunder, and (ii) to each Seller a stock certificate representing the shares
of Preferred Stock that each Seller will continue to own after giving effect to
the transaction contemplated hereby; it being understood that all such
certificates delivered to the Purchaser and the Sellers will contain thereon the
legends in substantially the form set forth on SCHEDULE III hereto.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller hereby represents and warrants to the Purchaser as follows:
2.1 Authorization. Such Seller has the requisite power and authority to
execute and deliver this Agreement and to perform the transactions contemplated
hereby to be performed by it. The execution and delivery by such Seller of this
Agreement and the performance by it of the transactions contemplated hereby to
be performed by it have been duly authorized on the part of such Seller. This
Agreement has been duly executed and delivered by such Seller and, assuming the
due execution and delivery of this Agreement by the Purchaser, constitutes a
valid and binding obligation of such Seller enforceable against such Seller in
accordance with its terms.
2.2 Consents and Approvals. Other than as required under this Agreement
or by the Securities Exchange Act of 1934, as amended, no consent, approval,
waiver, order, or authorization of, or registration, declaration, or filing
with, or notice to, the Company, any holder or third party, any federal, state,
or foreign governmental agency, authority, or body or any instrumentality or
political subdivision thereof is required to be obtained or made by such Seller
in connection with the execution and delivery of this Agreement by such Seller,
the performance by such Seller of the transactions contemplated hereby to be
performed by it, or the consummation of the transactions contemplated hereby.
2.3 Title to Preferred Stock. Such Seller is the beneficial owner of,
and has good title to, the Purchased Shares set forth opposite such Seller's
name on SCHEDULE I hereto free and clear of all Liens, other than restrictions
on transfer imposed by applicable securities laws. Upon the consummation of the
transactions contemplated hereby and assuming that the Purchaser has not
otherwise received notice of any "adverse claim" (as defined in the Uniform
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Commercial Code of the State of New York) with respect to the Purchased Shares,
each Seller will transfer good and valid title to the Purchased Shares, free and
clear of all Liens, other than restrictions on transfer imposed by applicable
securities laws. Other than as set forth on SCHEDULE IV hereto, there are no
written agreements, rights or understandings of any kind affecting the Purchased
Shares to which such Seller is a party. No demand rights by any Seller have been
exercised under the certain Registration Rights Agreement, a true, complete
(excluding schedules and exhibits thereto) and correct copy of which has been
provided to the Purchaser by the Sellers. The Purchased Shares were initially
acquired by Sellers on July 28, 1998, and have been continuously held since such
date.
2.4 No Conflicts. The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the performance of such
Seller's obligations hereunder will not conflict with, or result in any
violation of or default under (a) any provision of any governing instrument
applicable to such Seller, (b) any material agreement or other instrument to
which such Seller is a party or by which such Seller or any of its properties is
bound, or (c) to such Seller's knowledge, any material foreign or domestic
permit, franchise, judgment, decree, statute, rule or regulation applicable to
such Seller or such Seller's business or properties.
2.5 Evaluation. Such Seller has conducted its own independent
evaluation and made its own analysis as it has deemed necessary, prudent or
advisable in order for it to make its own determination and decision to transfer
the Purchased Shares, enter into this Agreement and consummate the transactions
contemplated hereby. Such Seller is entering into this Agreement and the
transactions contemplated hereby relying entirely upon such independent
evaluation and analysis and without reliance upon any oral or written
representations and warranties of any kind or nature by the Purchaser (other
than as provided in Section 3 below).
2.6 Value. Such Seller understands and acknowledges that the value of
the Purchased Shares may be worth more or less than the aggregate consideration
being delivered by the Purchaser in connection with the transactions
contemplated by this Agreement.
2.7 Conversion Price. The Conversion Price (as defined in the Company's
Certificate of Designation of Series A Voting Convertible Preferred Stock (the
"Series A Certificate of Designations")) as of the date of this Agreement is
$11.3333 (rounded to the nearest one hundredth).
2.8 Consent Agreement. The Consent Agreement (as defined below)
constitutes a legal, valid and binding obligation of each Seller, enforceable
against such Seller in accordance with its terms, and is in full force and
effect with respect to each such Seller, and, following execution of this
Agreement, will continue to constitute a legal, valid and binding obligation of
each Seller, enforceable against such Seller in accordance with its terms. To
such Seller's knowledge, no party to the Consent Agreement is in breach or
default thereof and no event has occurred that with notice or lapse of time
would constitute a breach or default, or permit termination or modification of
the Consent Agreement. Such Seller has not received written notice from any
party to the Consent Agreement that such party has repudiated any provision
thereof. Upon consummation of the transactions contemplated by the Purchase
Agreement, the Purchaser shall be deemed a "Transferee" (as defined in the
Consent Agreement) under Section 8 of the Consent Agreement. Each Seller shall
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take such requisite actions to support any of the Company's obligations under
Section 8 of the Consent Agreement with regard to the election of the
Purchaser's designee to the Company's Board of Directors.
2.9 Stock Purchase Agreement. The Purchaser shall not, solely as a
result of the consummation of the transactions contemplated by this Agreement,
become subject to provisions of Section 7(a) of the Stock Purchase Agreement,
dated as of July 15, 1998, by and among the Sellers and the Company (the "Stock
Purchase Agreement"). The Sellers have provided the Purchaser with a true,
complete (excluding schedules and exhibits thereto) and correct copy of the
Stock Purchase Agreement.
2.10 No Other Representations. The representations and warranties of
such Seller contained in this Article 2 (or otherwise expressly made by such
Seller in this Agreement) constitute the sole and exclusive representations and
warranties of such Seller to the Purchaser in connection with this Agreement and
the transactions contemplated hereby, and Purchaser acknowledges that all other
representations and warranties are expressly disclaimed and may not be relied
upon or serve as a basis for a claim against such Seller.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Sellers as follows:
3.1 Authorization. The Purchaser has the requisite power and authority
to execute and deliver this Agreement and to perform the transactions
contemplated hereby to be performed by it. The execution and delivery by the
Purchaser of this Agreement and the performance by it of the transactions
contemplated hereby to be performed by it have been duly authorized by all
necessary action on the part of the Purchaser. This Agreement has been duly
executed and delivered by the Purchaser and, assuming the due execution and
delivery of this Agreement by the Sellers, constitutes a valid and binding
obligation of the Purchaser enforceable against the Purchaser in accordance with
its terms.
3.2 Consents and Approvals. No consent, approval, waiver, order, or
authorization of, or registration, declaration, or filing with, or notice to,
any federal, state, or foreign governmental agency, authority, or body or any
instrumentality or political subdivision thereof is required to be obtained or
made by the Purchaser in connection with the execution and delivery of this
Agreement by the Purchaser, the performance by the Purchaser of the transactions
contemplated hereby to be performed by it, or the consummation of the
transactions contemplated hereby other than as may be required by applicable
securities laws.
3.3 Securities Law Matters. The Purchaser:
(a) is an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act of
1933, as amended (the "Securities Act")) and/or a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act);
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(b) has sufficient knowledge and experience in investment
transactions of the type contemplated hereby to evaluate the merits and risks of
an investment in the Preferred Stock and is able to bear the risk of loss of its
entire investment in the Preferred Stock;
(c) is aware that an investment in the Preferred Stock is highly
speculative and that there can be no assurance as to what return, if any, there
might be;
(d) is purchasing the Purchased Shares despite having had
extremely limited or no opportunity to ask questions and receive answers from
the Sellers or its representatives or from the Company or its representatives,
or to conduct a diligence review of the Company or its business, prospects or
financial condition, other than its ability to review information that is
publicly available about the Company, but has nevertheless freely determined to
purchase the Purchased Shares as contemplated hereby and has independently, and
without reliance on the Sellers except as otherwise provided herein, and based
upon such information as such Purchaser deemed appropriate, made its own
analysis of the Company and its respective future financial performance and
prospects and the value of the Preferred Stock;
(e) has consulted with or has had an opportunity to consult with
its legal and tax advisors in respect of the terms of and an investment in the
Preferred Stock;
(f) is acquiring the Purchased Shares for its own account solely
for investment purposes and not with a view to the distribution thereof, without
prejudice, however to its rights to sell or otherwise dispose of all or any part
of the Purchased Shares under an effective registration statement under the
Securities Act and applicable state securities laws, or pursuant to an exemption
from such registration available under the Securities Act and applicable state
securities laws;
(g) understands and acknowledges that Seller is an "affiliate"
within the meaning of the Securities Act and, as a result thereof, understands
and acknowledges that the Purchased Shares are "restricted" securities and may
not be sold, transferred, or otherwise disposed of, except pursuant to an
effective registration statement in respect of the Purchased Shares or pursuant
to an exemption from the registration requirements of the Securities Act, and
further understands that the certificates representing the Purchased Shares will
bear a legend reflecting same;
(h) understands and acknowledges that Sellers are not making any
representation or warranty as to the value or liquidity of the Preferred Stock
or the business, condition (financial or otherwise), or prospects of the
Company;
(i) (1) is proceeding with the transactions contemplated hereby
on the assumption that the Sellers may be in possession of material, non-public
information concerning the Company and its direct and indirect subsidiaries (the
"Company Information") that is not or may not be known to the Purchaser and that
the Sellers have not disclosed to the Purchaser and that such Company
Information may be material to a reasonable investor, such as Purchaser, when
making investment decision, including the decision to enter in this Agreement
and purchase the Purchased Shares; (2) is consummating the transactions
contemplated hereby with full recognition and acknowledgment that the Sellers
are privy to the Company Information, (3) is voluntarily entering into this
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transaction without the benefit of the Company Information and expressly
warrants and represents that (x) except as expressly set forth in Article 2
hereof (or otherwise expressly made by the Sellers in this Agreement), the
Sellers have not made, and the Purchaser disclaims the existence of or its
reliance on, any representation by the Sellers or their affiliates or
representatives concerning the Company or the Purchased Shares, and (y) it is
not relying on any disclosure or non-disclosure made or not made with respect to
the Company Information, or the completeness thereof, in connection with or
arising out of the purchase of the Purchased Shares, and therefore has no claim
against the Sellers with respect to the disclosure or non-disclosure of Company
Information; (4) if any such claim may exist, the Purchaser, recognizing its
disclaimer of reliance with respect to the Company Information and the Sellers'
reliance on such disclaimer as a condition to entering into this transaction,
covenants and agrees not to assert it against the Sellers or any of their
affiliates or any of their respective officers, directors, shareholders,
partners, representatives or agents; and (5) the Sellers shall have no
liability, and the Purchaser waives and forever releases any claim that it might
have against the Sellers or their affiliates or any of their respective
officers, directors, shareholders, partners, representatives or agents, whether
under applicable securities law or otherwise, based on the Sellers' knowledge,
possession or nondisclosure to the Purchaser of the Company Information; and
(j) understands and acknowledges that the Sellers are relying on
the representations set forth in this Section 3.3 as a condition to entering
into the transactions contemplated hereby.
3.4 Acknowledgment. The Purchaser acknowledges that it has received and
reviewed that certain Consent and Agreement, dated as of August 15, 2005, by and
among the Company and the Sellers (the "Consent Agreement"), a true, correct and
complete copy of which is attached hereto as EXHIBIT B, which remains in full
force and effect as of the date hereof and has not been amended, modified or
supplemented. The Purchaser hereby acknowledges that the Purchased Shares will
be subject to, and agrees to be bound by, the terms of, and agreements of the
Sellers under, the Consent Agreement as though an original party thereto;
provided, as set forth in the Acknowledgment, Purchaser's right to designate one
member to the Company's Board of Directors shall be irrespective of the
continued ownership of the Sellers in the Company. The Purchaser further
acknowledges that (i) it has reviewed the terms and provisions of the
Registration Rights Agreement, the Series A Certificate of Designations, and
such other publicly available information concerning the Company, and/or the
Preferred Stock or the Company's other securities that it has deemed appropriate
(including the Company's Certificate of Incorporation (and all Certificates of
Designations that form a part thereof) and Bylaws, and that certain Rights
Agreement, dated as of June 28, 2004, between the Company and UMB Bank, N.A.),
and (ii) the terms of the Stock Purchase Agreement that inure to the benefit of
Sellers are not, and will not be assignable, to Purchaser, except for the right
to designate one director to the Company's Board of Directors, which is provided
for in the Consent Agreement.
3.5 No Other Representations. The representations and warranties of the
Purchaser contained in this Article 3 (or otherwise expressly made by Purchaser
in this Agreement) constitute the sole and exclusive representations and
warranties of the Purchaser to the Sellers in connection with this Agreement and
the transactions contemplated hereby, and the Sellers acknowledges that all
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other representations and warranties are expressly disclaimed and may not be
relied upon or serve as a basis for a claim against the Purchaser.
ARTICLE 4
MISCELLANEOUS
4.1 Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
4.2 Entire Agreement. This Agreement (including the Schedules and
Exhibits attached hereto) constitutes the entire agreement of the parties hereto
in respect of the subject matter hereof, and supersedes all prior agreements or
understandings among the parties hereto in respect of the subject matter hereof.
4.3 Further Assurances. Each party hereto shall execute and deliver all
such further and additional instruments and agreements and shall take such
further and additional actions, as may be reasonably requested by any other
party in order to evidence or carry out the provisions of this Agreement or to
consummate the transactions contemplated hereby.
4.4 Governing Law; Jurisdiction; Venue. This Agreement shall be
enforced, governed, and construed in all respects (whether in contract or in
tort) in accordance with the laws of the State of New York applicable to
contracts made and performed in such State, without regard to its conflicts of
law provisions. ANY ACTION, SUIT, OR PROCEEDING SEEKING TO ENFORCE ANY PROVISION
OF, OR BASED ON ANY MATTER ARISING OUT OF OR RELATING TO, THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY CAN BE BROUGHT EXCLUSIVELY IN FEDERAL COURT
SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT DOES NOT HAVE
JURISDICTION, ANY DISTRICT COURT SITTING IN THE BOROUGH OF MANHATTAN, THE COUNTY
OF NEW YORK, NEW YORK, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS
THEREFROM) IN ANY SUCH ACTION, SUIT, OR PROCEEDING AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH ACTION, SUIT, OR
PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH ACTION, SUIT, OR PROCEEDING THAT
IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
4.5 Notices. Any notice, request, demand, or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if sent by hand delivery, mail (first class,
certified mail, postage prepaid), facsimile, or overnight courier if to any
party hereto, at the address or facsimile number set forth below such party's
name on the signature pages hereto or to such other address or facsimile number
as such party shall have last designated by notice to the other parties hereto
in accordance with this Section 4.5. Notices sent by hand delivery shall be
deemed to have been given when received or delivery is refused; notices mailed
in accordance with this Section 4.5 shall be deemed to have been given three
days after the date so mailed; notices sent by facsimile shall be deemed to have
been given when electronically confirmed; and notices sent by overnight courier
shall be deemed to have been given on the next business day after the date so
sent.
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4.6 Public Statements. Each of the Sellers and the Purchaser shall use
reasonable efforts to consult with each other before issuing any press release
or making any public statement in respect of this Agreement or the transactions
contemplated hereby and, except for any press release, public statement or
filing with any regulatory authority the making of which is required by
applicable law, will not issue any such press release or make any such public
statement prior to such consultation.
4.7 No Recourse. Notwithstanding any other provision of this Agreement
to the contrary, neither the Purchaser nor any person acting on its behalf may
not assert any claim or cause of action against any controlling person, officer,
director, partner, agent, employee, or other representative of the Sellers in
connection with, arising out of, or relating to this Agreement or the
transactions contemplated hereby.
4.8 Severability. If any provision of this Agreement or the application
of such provision to any person or circumstance shall be held by a court of
competent jurisdiction to be invalid, illegal, or unenforceable under the
applicable law of any jurisdiction, (i) the remainder of this Agreement or the
application of such provision to other persons or circumstances or in other
jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or
unenforceable provision shall not affect the validity or enforceability of any
other provision of this Agreement.
4.9 Successors and Assigns. Except as otherwise expressly provided
herein, (i) this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, and (ii)
nothing express or implied in this Agreement, is intended or shall be construed
to confer upon or give any person other than the parties hereto and their
respective successors and permitted assigns any right, benefit, or remedy under
or by reason of this Agreement.
4.10 Amendments. This Agreement may be amended, modified or
supplemented only pursuant to a written instrument making specific reference to
this Agreement and signed by each of the parties hereto.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
PURCHASER:
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
By: Harbinger Capital Partners Offshore
Manager, L.L.C., as its investment manager
By: /s/ XXXXXX X. XXXXXXX
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Address for Notices:
--------------------
x/x Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, X.X.X.
Xxx Xxxxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Legal Department
Facsimile No.: (000) 000-0000
[Signature page to Securities Purchase Agreement]
SELLERS
CENTRE CAPITAL INVESTORS II, L.P.
CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P.
CENTRE CAPITAL OFFSHORE INVESTORS II, L.P.
By: Centre Partners II, L.P., as General Partner
By: Centre Partners Management LLC,
Attorney in Fact
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
STATE BOARD OF ADMINISTRATION OF FLORIDA
By: Centre Parallel Management Partners, L.P.
as Manager
By: Centre Partners Management LLC,
Attorney in Fact
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
CENTRE PARALLEL MANAGEMENT PARTNERS, L.P.
CENTRE PARTNERS COINVESTMENT, L.P.
By: Centre Partners II, LLC, as General Partner
By: /s/ XXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
Address for Notices:
--------------------
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx
Facsimile No.: (000) 000-0000
[Signature page to Securities Purchase Agreement]
SCHEDULE I
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PREFERRED STOCK BEING SOLD BY SELLERS
-------------------------------------
----------------------------------- -------------------------------- -----------------------------
NAME NO. OF SOLD SHARES PURCHASE PRICE
----------------------------------- -------------------------------- -----------------------------
CENTRE CAPITAL INVESTORS II, LP 9,234 $4,617,000
----------------------------------- -------------------------------- -----------------------------
CENTRE CAPITAL TAX-EXEMPT 3,004 $1,502,000
INVESTORS II, L.P.
----------------------------------- -------------------------------- -----------------------------
CENTRE CAPITAL OFFSHORE INVESTORS 2,009 $1,004,500
II, L.P.
----------------------------------- -------------------------------- -----------------------------
CENTRE PARALLEL MANAGEMENT 142 $71,000
PARTNERS, L.P.
----------------------------------- -------------------------------- -----------------------------
CENTRE PARTNERS COINVESTMENT, L.P. 1,588 $794,000
----------------------------------- -------------------------------- -----------------------------
STATE BOARD OF ADMINISTRATION OF 14,023 $7,011,500
FLORIDA
----------------------------------- -------------------------------- -----------------------------
TOTAL 30,000 $15,000,000
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