Exhibit 10.45
AGREEMENT AND PLAN OF REORGANIZATION
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of
September 9, 1996, among RSL Communications PLC, a United Kingdom corporation
("RSL"), RSL Communications, Ltd., a Bermuda corporation (the "Parent"), as
successor in interest to RSL Communications Inc., a British Virgin Islands
corporation, and Xxxxxxx X. Xxxxxx (the "Shareholder"), being the owner of
record of Fifteen Thousand Six Hundred Nineteen (15,619) shares of International
Telecommunications Group, Ltd., a Delaware corporation ("ITG").
WHEREAS, RSL wishes to acquire and the Shareholder wishes to transfer the
Fifteen Thousand Six Hundred Nineteen (15,619) shares of ITG owned by the
Shareholder (the "ITG Shares") in a transaction intended to qualify as a
reorganization within the meaning of Internal Revenue Code Secion 368(a)(l)(B),
as amended.
WHEREAS, within thirty (30) days from the date of this Agreement, RSL
shall receive from Parent all of the shares of ITG currently owned by Parent.
WHEREAS, at or prior to the date of the Initial Closing (as hereinafter
defined), RSL shall receive from Parent the number of shares of Parent necessary
to complete the reorganization provided for herein.
NOW, THEREFORE, RSL, Parent and Shareholder adopt this plan of
reorganization and agree as follows:
1. Exchange of Stock
1.1. Number of Shares. Shareholder agrees to transfer the ITG Shares to
RSL in exchange for an aggregate of Six Hundred Forty Thousand Six Hundred Two
(640,602) shares of voting common stock of Parent, $O.01 par value per share
(the "RSL Shares"), to be issued to the Shareholder at all of the Closings (as
hereinafter defined). Such exchange may occur as one exchange or as a series of
partial exchanges pursuant to the "tag-along" or "drag-along" rights of the
Shareholder as provided in the Parent's Amended and Restated Stockholders
Agreement dated August 11, 1995, as amended (the "Shareholders Agreement"), and
to be amended by Exhibit A hereto at the date of the Initial Closing.
1.2. Adjustment to Number of RSL Shares. The RSL Shares shall have
anti-dilution rights such that while they will be convertible initially on a
one-for-one basis, the number of RSL Shares specified in Section 1.1 shall be
adjusted in the event that, between the date of this Agreement and any of the
Closings, any of the current shareholders of Parent, disproportionately or
proportionately, increase the number of Parent shares owned by such shareholder,
other than by exercise of options (except for Excess Options, as defined in
Section 5.3), such that after adjustment, the total number of RSL Shares to be
delivered to Shareholder at all of the Closings (assuming all the ITG Shares
were exchanged) shall be five percent (5%) of the total number of shares of
common and preferred stock of Parent owned by current shareholders of Parent,
taking into account any increase in that total occurring after the date of this
Agreement, other than by exercise of options (except for Excess
Options). For purposes of the preceding sentence, an affiliate of an owner shall
be deemed a current shareholder of Parent. "Affiliate" shall mean with respect
to any person, any other person, directly or indirectly controlling, or
controlled by, or under common control with, such person. In the event of any
adjustment described herein, all references to the RSL Shares herein shall refer
to the number of RSL Shares as thus adjusted.
1.3. Additional Rights. At the time of receipt of any RSL Shares by the
Shareholder at the Initial Closing, the Shareholder shall also receive, with
respect to such RSL Shares: (a) "tag-along" rights (and become subject to
"drag-along" rights), as defined in the Shareholders Agreement; and (b)
registration rights, as defined in the Registration Rights Agreement, attached
hereto as Exhibit B, to be executed at the Initial Closing.
2. Triggering Events; Closing
2.1 Definition of "Triggering Event". For purposes of this Agreement, the
term "Triggering Event" shall mean the earlier of (a) the day after the closing
of an initial public offering of any shares of Parent; (b) any event with
respect to which the Shareholder or a third party is entitled to "tag-along" or
"drag-along" rights as defined in the Shareholders Agreement (as if Exhibit A
hereto were in full force and effect) and with respect to which the Shareholder
or the third party actually exercises such right; (c) any event that would
entitle the Shareholder to "tag-along" or "drag-along" rights as provided in the
ITG New Shareholders Agreement by and among ITG and the shareholders thereof
with respect to which the ITG Shares are to be converted into an appropriate
number of RSL Shares and with respect to which the Shareholder or the third
party actually exercises such right (in each instance (b) and (c) above only to
the extent of the number of RSL Shares with respect to which the Shareholder has
exercised or has been required to exercise); or (d) October 1, 1998.
2.2 Demand Notice. Upon the occurrence of a Triggering Event, either party
shall have the right to give notice to the other party demanding the holding of
a Closing ("Demand Notice"). Upon the delivery of a Demand Notice by one party
to the other party, both parties shall be obligated to deliver certain shares at
such Closing, as provided in Section 2.3 below. A Closing shall take place (10)
days after delivery of the Demand Notice at the principal offices of RSL at
10:00 a.m., unless another place or time is agreed on in writing by the parties.
The first such Closing to occur shall be the "Initial Closing" and all closings
hereunder shall be referred to as "Closings."
2.3. Delivery of Certificates. At any Closing, subject to the terms and
conditions of this Agreement and in full consideration for the assignment,
transfer and delivery to RSL of all or any part of the ITG Shares, RSL shall
deliver to the Shareholder the RSL Shares or such commensurate part thereof, as
the case may be, as defined in Section 1.1 above, subject to modification under
Sections 1.2 and 5.3. The transfer of such ITG Shares to RSL and the transfer of
such RSL Shares to the Shareholder at each such Closing shall be effected by the
delivery to the other party at the Closing of certificates representing such ITG
Shares or such RSL Shares endorsed in blank or accompanied by stock powers
executed in blank, which shares shall be fully paid and non-assessable.
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2.4. Further Action. At a Closing and from time to time thereafter, each
of the parties shall execute such additional instruments and take such other
action as the other party may request in order more effectively to perform,
complete and consummate the reorganization provided herein.
2.5. Appointment of Agent. The Shareholder hereby appoints RSL, and RSL
hereby appoints the Shareholder, as his/its agent and attorney-in-fact for the
purpose of executing and delivering any and all documents necessary to convey
the ITG Shares or the RSL Shares pursuant to the provisions of this Agreement.
In the event either party refuses to comply with the provisions of this
Agreement or is not present at a Closing, any conveyance by such agent and
attorney-in-fact shall be a conveyance of all of the other party's right, title
and equity in and to the ITG Shares or the RSL Shares.
3. Representations and Warranties of the Shareholder
As a material inducement to RSL to execute and perform its obligations
under this Agreement, the Shareholder hereby represents and warrants to RSL as
follows:
3.1. Authority. The Shareholder has the full legal right, power and
authority to enter into this Agreement and perform or be subject to each of the
agreements and obligations undertaken by the Shareholder in this Agreement and
the documents contemplated hereby, and to consummate the transactions
contemplated hereby, without the consent or approval of any other person or
entity.
3.2. Binding Obligation. This Agreement has been duly executed and
delivered by the Shareholder and constitutes the Shareholder's legal, valid and
binding obligation, enforceable against the Shareholder in accordance with its
terms, except to the extent that such binding effect, validity and
enforceability may be limited by bankruptcy, insolvency and other laws relating
to or affecting creditors' rights generally and by such principles of equity as
a court having jurisdiction may impose.
3.3. Absence of Conflicts. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
result in a breach or default by the Shareholder under any judgment, order,
writ, decree, rule or regulation of any court or administrative agency to which
the Shareholder is bound or is subject; breach, conflict with, or result in a
breach of any of the terms, conditions or provisions of, or constitute a default
under, any contract, lease, agreement, understanding or instrument to which the
Shareholder is a party, or by which the Shareholder is bound; or result in the
imposition of any lien, charge or encumbrance of any nature whatsoever upon, or
give to others any interest or rights, including rights of termination or
cancellation in, or with respect to, any of the Shareholder's properties,
assets, contracts, licenses or businesses.
3.4. Investment Intent. The Shareholder is acquiring the RSL Shares to be
transferred to it under this Agreement for investment and not with a view to the
sale or distribution thereof, and the Shareholder has no commitment or present
intention to sell or otherwise dispose of his RSL Shares. The Shareholder
understands that the RSL Shares have not been registered under the Securities
Act
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of 1933 by reason of a specific exemption from the registration provisions of
said Act, the applicability of which depends on, among other things, the bona
fide nature of the Shareholder's investment intent and truth of the
Shareholder's representations as expressed herein.
3.5 Restricted Securities. The Shareholder understands that the RSL Shares
are "restricted securities" under federal securities laws, inasmuch as they are
being acquired from RSL in a transaction that is not a public offering; under
such laws and applicable regulations, restricted securities may be resold
without registration under the Securities Act of 1933 only under limited
circumstances. The Shareholder understands that (a) there is no public market
for the RSL Shares; (b) there may never be a public market for the RSL Shares;
and (c) even if a public market for the RSL Shares develops, the Shareholder may
never be able to sell or dispose of the RSL Shares in any way and may be forced
to bear the risk of investment in the RSL Shares for a substantial period of
time or forever.
3.6. Legend. It is understood that the certificates evidencing the RSL
Shares shall bear the following legend:
These securities have not been registered under the Securities Act of
1933, as amended. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with
respect to the securities under such Act or an opinion of counsel that
such registration is not required or unless sold pursuant to Rule 144 of
such Act.
4. Representations and Warranties of Parent and RSL
As a material inducement to the Shareholder to execute and perform the
Shareholder's obligations under this Agreement, Parent and RSL (collectively,
the "RSL Companies") hereby represent and warrant to the Shareholder, jointly
and severally, as follows:
4.1. Authority. The RSL Companies have the full legal right, power and
authority to enter into this Agreement and perform or be subject to each of the
agreements and obligations undertaken by the RSL Companies in this Agreement and
the documents contemplated hereby, and to consummate the transactions
contemplated hereby. Each of the RSL Companies has the necessary Board and
shareholder authorization and approval to execute this Agreement and perform all
corporate action necessary or appropriate to fulfillment of the terms and
conditions of this Agreement. Each of the RSL Companies is duly organized,
validly existing, and in good standing under and by virtue of the laws of its
respective jurisdiction of incorporation. The authorized capital stock of Parent
is twenty million (20,000,000) common shares and twenty million (20,000,000)
preferred shares, of which 2,927,564 common shares are outstanding and 9,243,866
preferred shares are outstanding as of the date of this Agreement. Parent
represents and warrants that no outstanding warrants, options, subscriptions,
calls, demands, commitments, convertible securities or any other arrangement
under which Parent is obligated to issue voting or non-voting common or
preferred shares, except as specified in Schedule A attached hereto.
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4.2. Binding Obligation. This Agreement has been duly executed and
delivered by the RSL Companies and constitutes the RSL Companies' legal, valid
and binding obligation, enforceable against the RSL Companies in accordance with
its terms, except to the extent that such binding effect, validity and
enforceability may be limited by bankruptcy, insolvency and other laws relating
to or affecting creditors' rights generally and by such principles of equity as
a court having jurisdiction may impose.
4.3 Absence of Conflicts. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
conflict with or result in a breach of the respective Articles of Incorporation
or Bylaws of the RSL Companies; violate any statute, license or regulation of
any governmental authority; result in a breach or default by either of the RSL
Companies under any judgment, order, writ, decree, rule or regulation of any
court or administrative agency to which either of the RSL Companies is bound or
is subject; breach, conflict with, or result in a breach of any of the terms,
conditions or provisions of, or constitute a default under, any contract, lease,
agreement, understanding or instrument to which either of the RSL Companies is a
party, or by which either of the RSL Companies is bound; or result in the
imposition of any lien, charge or encumbrance of any nature whatsoever upon, or
give to others any interest or rights, including rights of termination or
cancellation in, or with respect to, any of either of the RSL Companies'
properties, assets, contracts, licenses or businesses.
4.4 Investment Intent. RSL is acquiring the ITG Shares to be transferred
to it under this Agreement for investment and not with a view to the sale or
distribution thereof, and RSL has no commitment or present intention to
liquidate ITG or to sell or otherwise dispose of its stock. RSL understands that
the ITG Shares have not been registered under the Securities Act of 1933 by
reason of a specific exemption from the registration provisions of said Act, the
applicability of which depends upon, among other things, the bona fide nature of
RSL's investment intent and truth of RSL's representations as expressed herein.
4.5. Restricted Securities. RSL understands that the ITG Shares are
"restricted securities" under federal securities laws, inasmuch as they are
being acquired from the Shareholder in a transaction that is not a public
offering; under such laws and applicable regulations, restricted securities may
be resold without registration under the Securities Act of 1933 only under
limited circumstances. RSL understands that (a) there is no public market for
the ITG Shares; (b) there may never be a public market for the ITG Shares; and
(c) even if a public market for the ITG Shares develops, RSL may never be able
to sell or dispose of the ITG Shares in any way and may be forced to bear the
risk of investment in the ITG Shares for a substantial period of time or
forever.
4.6 Legend. It is understood that the certificates evidencing the
ITG Shares shall bear the following legend:
These securities have not been registered under the Securities Act of
1933, as amended. They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with
respect to the securities under such
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Act or an opinion of counsel that such registration is not required or
unless sold pursuant to Rule 144 of such Act.
5. Covenants of Parent and RSL
5.1 Within thirty (30) days from the date of this Agreement, Parent shall
contribute to RSL all of the shares of ITG currently owned by Parent.
5.2 At or prior to the date of the Initial Closing, Parent shall
contribute to RSL the number of shares of Parent necessary to complete the
reorganization provided for herein.
5.3. Adjustments Reflecting Issuance of Options. Between the date of
this Agreement and the Closing pursuant to which the last of the RSL Shares are
transferred to the Shareholder and the last of the ITG Shares are transferred to
RSL (the "Final Closing"), Parent may grant options to purchase Parent stock
only to employees of Parent. To the extent that the aggregate amount of shares
represented by such stock options, whether granted before the date of this
Agreement or after the date of this Agreement but before the Final Closing,
exceed 6 1/2% of the total number of shares of Parent voting or non-voting
common and preferred stock outstanding as of the date of this Agreement (the
"Excess Options"), notwithstanding Section 1.1 hereof, the number of Excess
Options shall be added to the number of common and preferred shares of Parent
owned by Parent's current owners for purposes of calculating an increase in the
number of RSL Shares to be received by the Shareholder at all of the Closings
pursuant to this Agreement.
5.4. Treatment of Transaction. Subject to Sections 5.6 and 5.7 below, RSL
shall use its reasonable efforts in good faith to ensure, in consultation with
counsel and to reconcile with RSL's business goals and objectives, that it shall
not perform any action between the date of this Agreement and the Final Closing,
including, without limitation, performance of any transaction involving or
relating to shares of ITG, that would impair the treatment of the transaction
contemplated herein as a reorganization within the meaning of Internal Revenue
Code Secion 368(a)(1)(B).
5.5 RSL Control of ITG. RSL shall use its reasonable efforts in good faith
to ensure, in consultation with Shareholder's counsel and to reconcile with
RSL's business goals and objectives, that between the date of this Agreement and
the Final Closing, it shall not engage in any sale, transfer or disposition of
shares of ITG (a "Disposition Transaction") such that RSL will not, after
consummating the transaction contemplated herein, have "control" of ITG within
the meaning of Internal Revenue Code Section 368(c), except to the extent that
RSL sells all or substantially all of its shares of ITG and the provisions in
the ITG New Shareholders Agreement by and among ITG and the shareholders thereof
regarding "tag-along" rights or "drag-along" obligations are called into effect
with respect to the Shareholder. Subject to and consistent with the foregoing,
if RSL determines to engage in any Disposition Transaction, it shall provide
Shareholder with thirty (30) days prior written notice thereof, detailing the
specifics of the Disposition Transaction, and Shareholder shall, at his option,
at any time prior to the end of said thirty (30) day notice period, have the
right, notwithstanding Sections 2.1 and 2.2 hereof to the contrary, to demand
that a closing occur prior to
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RSL's consummation of the Disposition Transaction, and provided further, in the
event that due to the Disposition Transaction and in connection with the
transfer of the RSL Shares for the ITG Shares, the exchange of ITG Shares for
RSL Shares is not reported by the Shareholder and/or does not qualify as a
tax-free reorganization under Internal Revenue Code Section 368(a)(1)(B), then,
in such event, RSL or Parent (as may be determined between RSL and Parent) shall
loan an amount of money to Shareholder ten (10) days in advance of the payment
of his taxes, in the full amount of all Federal and state income taxes payable
by Shareholder with respect thereto. Such loan shall bear interest at the higher
of six percent (6%) per annum or the lowest applicable Federal rate on the date
of this Agreement, with the entire principal balance and accrued interest due
and payable in full contemporaneously with, and only to the extent of (i) the
net after-tax cash proceeds derived from one or more transactions in which the
Shareholder receives cash consideration for the sale of such RSL Shares or any
part thereof; or (ii) the first October 31st following the date on which an
initial offering of shares of Common Stock of Parent to the public (an "IPO") is
consummated, whichever first occurs.
5.6 Corporate Structure. At the time of each Closing, RSL shall be a first
tier subsidiary of Parent.
5.7. Post-Closing Covenant of RSL. In no event shall RSL, either before or
after the Final Closing, liquidate or merge RSL into Parent; provided, however,
that after the Final Closing, RSL may merge or liquidate RSL into Parent with
the consent of Shareholder, such consent not to be unreasonably withheld.
6. Conditions Precedent - RSL
All obligations of RSL under this Agreement are subject, at RSL's option,
to the fulfillment, before or at each of the Closings, of each of the following
conditions:
6.1. The Shareholder's representations and warranties contained in this
Agreement shall be deemed to have been made again at and as of each Closing and
shall then be true in all material respects.
6.2. The Shareholder shall have performed and complied with all the terms
and conditions required by this Agreement to be performed or complied with
before the Closing.
6.3. Incom (UK) Ltd., which enjoys rights of first refusal to purchase
shares in ITG pursuant to a Shareholders Agreement dated September 1, 1994, as
amended, shall have declined to exercise such rights under said agreement, which
the parties hereto acknowledge that Incom has in fact declined in writing to
exercise such rights.
RSL may waive any condition specified in this Section 6 if it executes a
writing so stating at or prior to the corresponding Closing.
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7. Conditions Precedent - Shareholder
All obligations of the Shareholder under this Agreement are subject, at
the Shareholder's option, to the fulfillment, before or at each of the Closings,
of each of the following conditions:
7.1. RSL's representations and warranties contained in this Agreement
shall be deemed to have been made again at and as of each Closing and shall then
be true in all material respects.
7.2. RSL shall have performed and complied with all the terms and
conditions required by this Agreement to be performed or complied with before
the Closing. RSL shall deliver to the Shareholder complete and accurate copies
of all Board and shareholder resolutions authorizing and approving the execution
and performance of this Agreement.
7.3. RSL shall have received from Parent (a) all of the shares of ITG
owned by Parent as of or prior to the date of this Agreement; and (b) the number
of shares of Parent necessary to complete the reorganization provided herein.
7.4. RSL shall have obtained, at RSL's expense, all necessary and proper
approvals in compliance with any and all applicable federal and state
securities, blue sky and other laws.
7.5. Incom (UK) Ltd., which enjoys rights of first refusal to purchase
shares in ITG pursuant to a Shareholders Agreement dated September 1, 1994, as
amended, shall have declined to exercise such rights under said agreement, which
the parties hereto acknowledge that Incom has in fact declined in writing to
exercise such rights.
The Shareholder may waive any condition specified in this Section 7 if the
Shareholder executes a writing so stating at or prior to the corresponding
Closing.
8. Indemnification
8.1 RSL agrees to indemnify and hold harmless the Shareholder from and
against any and all losses, claims, damages, liabilities, costs, expenses
(including reasonable attorneys' fees and all costs and expenses of enforcing
such right of indemnification against RSL) and penalties, if any, arising out of
or based on or with respect to the breach of any representation or warranty or
covenant made by RSL herein.
8.2 The Shareholder agrees to indemnify and hold harmless RSL, its
directors, officers and employees from and against any and all losses, claims,
damages, liabilities, costs, expenses (including reasonable attorneys' fees and
all costs and expenses of enforcing such right of indemnification against the
Shareholder) and penalties, if any, arising out of or based on or with respect
to the breach of any representation or warranty or covenant made by the
Shareholder herein.
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8.3. The indemnities contained in this Section 8 shall survive until three
years from the date of the Final Closing.
9. Termination
This Agreement may be terminated (1) by mutual consent of the parties in
writing; (2) by either party if there has been a material misrepresentation or
material breach of any warranty or covenant by the other party; or (3) upon the
failure of a condition precedent; provided, however, that in the event of a
failure of such condition precedent (other than those specified in Sections 6.3
and 7.5) the parties shall retain and not be deemed to have waived any rights
and claims arising out of such termination.
10. Miscellaneous Matters
10.1. Survival of Representations and Warranties. The representations,
warranties and covenants of RSL and the Shareholder contained in or made
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and each of the Closings for six (6) months thereafter.
10.2. Captions. The sections and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning,
interpretation or construction of this Agreement.
10.3. Counterparts; Severability. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. To the extent any
provision or part of a provision of this Agreement is held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision or part thereof
10.4. Successors and Assigns. This Agreement shall be binding on and inure
to the benefit of the parties hereto and their respective legal representatives,
heirs, successors and assigns.
10.5. Applicable Law. This Agreement and the legal relations between the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York without regard to whether New York would be the governing
law under that state's principles regarding choice of law.
10.6. Notices. Any notice to RSL shall be addressed to such party at the
following address:
RSL Communications, Ltd.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
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with a copy to: Rosenman & Colin LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxx, Esq.
Any notice to the Shareholder shall be addressed to such party at the
following address:
Xxxxxxx X. Xxxxxx
c/o International Telecommunications Group, Ltd.
000 XXX Xxxxx
Xxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
with a copy to: Xxxxxxxx, Xxxxx & Xxxxxxxx, PLC
0000 Xxxxx 00xx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx, Esq.
10.7. Entire Agreement. This Agreement constitutes the entire
understanding and agreement between the parties with regard to the specific
subject matter thereof and there are no agreements, understandings,
restrictions, warranties or representations between the parties other than set
forth herein.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
RSL COMMUNICATIONS, LTD.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: President
RSL COMMUNICATIONS PLC
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: President
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Schedule A
Stock Option Vesting
RSL Communications, Ltd.
Number of outstanding shares: 1,000,000 shares of Common Stock par value $0.01
per share.*
Option Granted:
Xxxxx Van de Vrande: 60,000 shares of Common Stock
Vesting:
(i) 20,000 shares on March 15, 1997.
(ii) 20,000 shares on March 15, 1998.
(iii) 20,000 shares on March 15, 1999.
Xxxx Xxxxxxxxxx: 42,600 shares of Common Stock
Vesting:
(i) 14,200 shares on 1.1.1997.
(ii) 14,200 shares on 1.1.1998.
(iii) 14,200 shares on 1.1.1999.
Nir Tarlovsky **: 400,000 shares of Common Stock vested.
Xxxxx Xxxxxxxxx***:250,000 shares of Common Stock all vested.
*The Company is expected to issue additional options at the closing of Senior
Notes.
** Xx. Xxxxxxxxx has agreed not to exercise options to acquire shares of Class A
Common Stock in excess of 2% of the outstanding Class A Common Stock as of the
date on which their current employment agreement expires.
***Xx. Xxxxxxxxx has agreed not to exercise options to acquire shares of Class A
Common Stock in excess of 1% of the outstanding Class A Common Stock as of the
date on which their current employment agreement expires.
