EXHIBIT 2.1
PURCHASE AND EXCHANGE AGREEMENT
THIS PURCHASE AND EXCHANGE AGREEMENT is made as of April 9, 2003, by and
among WII Holdings, Inc., a Delaware corporation (the "Company"), each of the
persons listed on SCHEDULE A hereto as an Investor (collectively, the
"Investors," and each individually, an "Investor"), and each of the persons
listed on SCHEDULE A hereto as a Management Stockholder (collectively, the
"Management Stockholders," and each individually, a "Management Stockholder").
WHEREAS, the Company, Woodcraft Industries, Inc. ("Woodcraft") and
Woodcraft Acquisition Subsidiary, Inc. ("Merger Sub") are parties to an
Agreement and Plan of Merger dated as of the date hereof (the "Merger
Agreement") pursuant to which Woodcraft and Merger Sub will merge, with
Woodcraft as the surviving entity (the "Merger");
WHEREAS, pursuant to the terms of the Merger Agreement, upon consummation
of the Merger (a) all of the outstanding capital stock of Woodcraft (other than
shares held by the Company or Merger Sub) will be cancelled and the holders
thereof will be entitled to receive cash consideration based on the number of
shares of capital stock held immediately prior to the Merger, and (b) any shares
of capital stock of Woodcraft held by the Company or Merger Sub will be
cancelled and no cash consideration will be due in connection therewith;
WHEREAS, the Company has agreed to sell, and each Investor has agreed to
purchase (a) that number of shares of the Company's Voting Common Stock, par
value $.01 per share ("Voting Common Stock") or the Company's Nonvoting Common
Stock, par value $.01 per share ("Nonvoting Common Stock" and collectively with
Voting Common Stock, "Common Stock") as set forth opposite the name of each
Investor on SCHEDULE A hereto and (b) a convertible promissory note of the
Company in the principal face amount as set forth opposite the name of each
Investor on SCHEDULE A hereto (each a "Note" and collectively, the "Notes") (the
acquisition of the Common Stock and the Notes is referred to herein as the
"Purchase"), in each case, in accordance with the terms and provisions hereof;
WHEREAS, the Company has agreed with each Management Stockholder to
exchange that number of shares of Common Stock, par value $.01 per share, of
Woodcraft Industries, Inc. (the "Woodcraft Common Stock") as set forth opposite
the name of each Management Stockholder on SCHEDULE A hereto for that number of
shares of Common Stock as set forth opposite the name of each Management
Stockholder on SCHEDULE A hereto, in accordance with the terms and provisions
hereof;
WHEREAS, under certain circumstances, the Company may issue and sell
additional shares of Common Stock to new investors (the "New Investors"), for
the purpose of utilizing the proceeds of such sales to the New Investors to be
applied to reduce the outstanding principal of and interest on the Notes (the
"Note Repayments"); and
WHEREAS, it is a condition precedent to the consummation of the Merger and
the intention of the parties, that the purchase of Common Stock and Notes and
the exchange of shares occur simultaneously in one integrated transaction
immediately prior to the consummation
of the Merger.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
SECTION I - PURCHASE AND EXCHANGE
1.1. PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and
conditions of this Agreement and in reliance on the representations, warranties
and covenants herein set forth, the Company shall issue and sell to each
Investor and each Investor, severally and not jointly, agrees to purchase from
the Company, that number of shares of Common Stock, set forth opposite the name
of such Investor on SCHEDULE A hereto for a per share purchase price of $3.00
(the "Stock Purchase"). In addition, the Company hereby acknowledges that
Xxxxxxx Capital III L.P. and Strategic Entrepreneur Fund III L.P. have each
advanced funds to the Company in the respective amounts of $123,937.29 and
$1,062.71 which were used to fund the application fees in connection with the
filings pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended, as required by the terms of the Merger Agreement. Each of the parties
hereto agrees that in lieu of repaying the indebtedness arising with respect to
the advancement of such fees by Xxxxxxx Capital III L.P. and Strategic
Entrepreneur Fund III L.P., all of the indebtedness represented thereby shall be
cancelled as of the Closing (as defined below) and, in exchange for such
forgiveness of indebtedness, the Company shall deliver to such parties duly
endorsed certificates representing shares of Common Stock with an aggregate
value of $125,000 (based on a per share value of $3.00) as set forth opposite
the name of such parties as set forth on SCHEDULE A.
1.2. PURCHASE AND SALE OF NOTES. Subject to the terms and conditions of
this Agreement and in reliance on the representations, warranties and covenants
herein set forth, the Company shall issue and sell to each Investor and each
Investor, severally and not jointly, agrees to purchase from the Company, a
convertible promissory note of the Company in the form attached hereto as
EXHIBIT A, in the principal face amount set forth opposite the name of such
Investor on SCHEDULE A hereto (the "Note Purchase").
1.3. EXCHANGE OF SHARES. Subject to the terms and conditions of this
Agreement and in reliance on the representations, warranties and covenants
herein set forth, each Management Stockholder shall exchange with the Company
that number of shares of Woodcraft Common Stock set forth opposite the name of
each Management Stockholder on SCHEDULE A hereto for that number of shares of
Common Stock set forth opposite the name of such Management Stockholder on
SCHEDULE A hereto (the "Exchange").
1.4. CLOSING AND DELIVERIES.
(a) CLOSING. The Stock Purchase, the Note Purchase and the
Exchange shall occur simultaneously and shall take place at the offices of
Xxxxxxx Procter LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at
10:00 a.m., on April 9, 2003 or at such other time and place as the
Company, the Investors and the Management
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Stockholders mutually agree upon orally or in writing (which time and place
are designed as the "CLOSING" or the "CLOSING DATE").
(b) DELIVERIES. At the Closing, the Company shall deliver
to each Investor (i) a duly executed stock certificate representing the
shares of Common Stock that such Investor is purchasing against payment of
the purchase price (as set forth on SCHEDULE A hereto) therefor by check,
wire transfer, cancellation of indebtedness, or any combination thereof,
(ii) a duly executed Note in the principal face amount that such Investor
is purchasing, if any, against payment of the purchase price (as set forth
on SCHEDULE A hereto) therefor by check, wire transfer, cancellation of
indebtedness, or any combination thereof, and (iii) any other documents and
agreements required hereunder to be delivered by the Company. At the
Closing, the Company shall deliver to each Management Stockholder a duly
executed stock certificate representing the shares of Common Stock that
such Management Stockholder is acquiring by delivery to the Company of the
original stock certificates for that number of shares of Woodcraft Common
Stock set forth on SCHEDULE A hereto.
1.5. SUBSEQUENT CLOSING.
(a) SUBSEQUENT CLOSINGS. Subject to the terms and
conditions of this Agreement, the purchase and sale of any shares of Common
Stock to be issued to New Investors for the purpose of using the proceeds
thereof to make the Note Repayments shall be at such later times as
mutually agreed by the Company and a majority-in-interest of the Investors
(based on the number shares of Common Stock then held by each Investor)
(each, a "Subsequent Closing"). At each Subsequent Closing, the applicable
New Investor will deliver to the Company the aggregate purchase price for
the shares of Common Stock being acquired by such New Investor by (i) a
check payable to the Company's order, (ii) wire transfer of funds to the
Company, or (iii) any combination of the foregoing. At each Subsequent
Closing, the Company will deliver to each New Investor a duly executed
stock certificate representing the shares of Common Stock that such New
Investor is acquiring. The aggregate sale prices of the number of shares of
Common Stock issuable in each Subsequent Closing shall not exceed, at any
time, the aggregate amount of outstanding principal and accrued, but unpaid
interest under the Notes as of the date of such Subsequent Closing.
(b) AMENDMENTS. The Company and each New Investor
purchasing shares of Common Stock at each Subsequent Closing will execute
(i) counterpart signature pages to this Agreement and (ii) a joinder
agreement in connection with the Registration Rights Agreement and the
Stockholders Agreement, and such New Investors will, upon delivery to the
Company of such signature pages, become parties to, and bound by, this
Agreement, the Registration Rights Agreement and the Stockholders
Agreement, provided that such New Investor (when taken together with any
affiliated parties) acquires at least 1,666,667 shares of Common Stock in
such Subsequent Closing (or when aggregated with any shares acquired at all
prior Subsequent Closings), to the same extent as if they had been
Investors at the Closing. In the event that such New Investor
3
(when taken together with any affiliated parties) does not, or has not in
the aggregate, acquired 1,666,667 shares of Common Stock in such Subsequent
Closing (or when aggregated with any shares acquired at all prior
Subsequent Closings), then such New Investor shall be deemed a "Debt
Investor" for purposes of the Stockholders Agreement and the Registration
Rights Agreement. Immediately after each Subsequent Closing, the schedule
of Investors attached to this Agreement as SCHEDULE A will be amended to
list each New Investor purchasing shares of Common Stock hereunder. The
Company will promptly furnish to each Investor a copy of the amendments to
SCHEDULE A referred to in the preceding sentence.
1.6. TAX TREATMENT. Each of the parties hereto agrees that the Stock
Purchase, the Note Purchase and the Exchange are part of one integrated
transaction and the Stock Purchase and Exchange are intended to qualify as a
transaction described in Section 351(a) of the Internal Revenue Code of 1986, as
amended. Each party hereto agrees to file all tax returns in a manner consistent
with the foregoing.
SECTION II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
In order to induce the Investors and the Management Stockholders to enter
into this Agreement and consummate the transactions contemplated hereby, the
Company hereby makes to the Investors and the Management Stockholders the
following representations and warranties.
2.1. ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
2.2. AUTHORIZATION. The execution, delivery and performance of this
Agreement and each agreement contemplated hereby (collectively, the "Transaction
Documents") by the Company has been duly authorized by all necessary corporate
action and the Company has full power and authority to enter into the
Transaction Documents to which it is a party and to perform its obligations
hereunder and thereunder. The Transaction Documents to which it is a party
constitute the valid and legally binding obligation of the Company, enforceable
in accordance with their terms, except to the extent limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally or by general equitable principles.
2.3. ISSUANCE OF SECURITIES. The Common Stock and the Notes, when issued
in accordance with the terms of this Agreement, will be validly issued, fully
paid and non-assessable and not subject to any adverse claim.
2.4. INVESTMENT BANKING; BROKERAGE FEES. Except as set forth on SCHEDULE
2.4 hereto, the Company has not incurred or taken any action so that any of the
Company, the Investors or Management Stockholders are liable for or become
liable for any investment banking fees, brokerage commissions, broker's or
finder's fees or similar compensation (exclusive of professional fees to lawyers
and accountants) in connection with the transactions contemplated by the
Transaction Documents.
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SECTION III - REPRESENTATIONS AND WARRANTIES OF THE INVESTORS AND
MANAGEMENT STOCKHOLDERS
Each Investor (which for purposes of this Section III only shall include
the Management Stockholders), severally and not jointly, hereby represents,
warrants and covenants that (other than Section 3.5 with respect to the
Management Stockholders):
3.1. AUTHORIZATION. The Investor has full power and authority to enter
into the Transaction Documents to which it is a party, and each such agreements
constitute its valid and legally binding obligation, enforceable in accordance
with their terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable
remedies, and (iii) to the extent the indemnification provisions may be limited
by applicable federal or state securities laws.
3.2. PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made with the
Investor in reliance upon the Investor's representation to the Company, which by
the Investor's execution of this Agreement the Investor hereby confirms, that
the shares of Common Stock and Note, as applicable (the "Shares"), to be
received by the Investor will be acquired for investment for the Investor's own
account (or the account of their respective affiliates), not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof in
violation of any applicable law, and that the Investor has no present intention
of selling, granting any participation in or otherwise distributing the same to
any other person. By executing this Agreement, the Investor further represents
that the Investor does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to such
person or to any third person, with respect to any of the Shares.
3.3. DISCLOSURE OF INFORMATION. The Investor represents that it has had
an opportunity to ask questions and receive answers from the Company regarding
the terms and conditions of the offering of the Shares and the business,
properties, prospects and financial condition of the Company.
3.4. INVESTMENT EXPERIENCE. The Investor is an investor in securities of
companies in the development stage and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment, and has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in the Shares. If other than an individual,
the Investor also represents it has not been organized for the purpose of
acquiring the Shares.
3.5. ACCREDITED INVESTOR. The Investor is an "accredited investor" within
the meaning of SEC Rule 501 of Regulation D, as presently in effect.
3.6. RESTRICTED SECURITIES. The Investor understands that the Shares it
is purchasing are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under
5
such laws and applicable regulations such Shares may be resold without
registration under the Act only in certain limited circumstances. In the absence
of any effective registration statement covering the Shares or an available
exemption from registration under the Act, the Shares must be held indefinitely.
In this connection, the Investor represents that it is familiar with Rule 144,
as presently in effect, and understands the resale limitations imposed thereby
and by the Act, including without limitation the Rule 144 condition that current
information about the Company be available to the public. Such information is
not now available and the Company has no present plans to make such information
available.
3.7. INVESTMENT BANKING; BROKERAGE FEES. Except as set forth on SCHEDULE
2.4 hereto, the Investor has not incurred or taken any action so that the
Company is liable for or become liable for any investment banking fees,
brokerage commissions, broker's or finder's fees or similar compensation
(exclusive of professional fees to lawyers and accountants) in connection with
the transactions contemplated by the Transaction Documents.
SECTION IV - CONDITIONS TO CLOSING
The obligations of each of the Investors and the Management Stockholders to
purchase and pay for their pro rata portion of the Common Stock and the Notes or
consummate the Exchange, as applicable, shall be subject to the fulfillment to
such party's reasonable satisfaction or waiver on or before the Closing of the
following conditions:
4.1. DELIVERY OF DOCUMENTS. The Company shall have executed and/or
delivered to the Investors and/or the Management Stockholders, as applicable,
the following:
(a) Certificates representing the Common Stock being
acquired by (i) the Investors pursuant to the Purchase and (ii) the
Management Stockholders pursuant to the Exchange;
(b) Duly executed Notes in the amounts set forth on
SCHEDULE A;
(c) Copies of resolutions of the Board of Directors
authorizing the execution and delivery of the Transaction Documents and the
issuance of the Common Stock and the Notes;
(d) The Stockholders Agreement in the form attached hereto
as EXHIBIT B;
(e) Registration Rights Agreement in the form attached
hereto as EXHIBIT C;
(f) Director Indemnification Agreements for each of Xxxxxx
X. Xxxxx and Xxx Xxxxxxxxxx in the form attached hereto as EXHIBIT D;
(g) Employments Agreements in the forms attached hereto as
EXHIBIT E, executed by each of the Management Stockholders and Xxxxxx
Xxxxxxx; and
6
(h) Such other supporting documents and certificates as
the Investors may reasonably request.
4.2. NO ACTIONS OR PROCEEDINGS. No action or proceeding by or before any
court, administrative body or governmental agency shall have been instituted or
threatened which seeks to enjoin, restrain or prohibit, or might result in
damages in respect of, this Agreement or the complete consummation of the
transactions contemplated by this Agreement, and which would in the reasonable
judgment of the Investors make it inadvisable to consummate such transactions.
No law or regulation shall be in effect and no court order shall have been
entered in any action or proceeding instituted by any party which enjoins,
restrains or prohibits this Agreement or the complete consummation of the
transactions contemplated by this Agreement.
4.3. APPROVALS AND CONSENTS. The Company shall have made all filings with
and notifications of governmental authorities, regulatory agencies and other
entities required to be made by them in connection with the execution and
delivery of this Agreement and the performance by them of the transactions
contemplated hereby, and the Investors shall have received copies of all
required authorizations, waivers, consents and permits to permit the
consummation of the transactions contemplated by this Agreement, in form and
substance reasonably satisfactory to the Investors, from all third parties.
SECTION V - MISCELLANEOUS
5.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION. The
representations, warranties and covenants contained in this Agreement as of the
date hereof shall survive the execution and delivery hereof and shall bind the
successors and assigns of the relevant party, whether so expressed or not, and
all such representations and warranties shall inure to the benefit of the
successors and assigns of the parties hereto and to transferees of the Common
Stock and the Notes, whether so expressed or not.
5.2. ENTIRE AGREEMENT. The Transaction Documents constitute the full and
entire understanding and agreement among the parties hereto with respect to the
subject matters hereof and thereof, and any and all other written or oral
agreements existing prior to or contemporaneously herewith are expressly
superseded and canceled.
5.3. AMENDMENTS WAIVERS AND CONSENTS. Any term or provision hereof may be
amended, terminated or waived (either generally or in a particular instance and
either retroactively or prospectively) with the written consent of the Company
and the Investors holding a majority of the shares of Common Stock held by all
of the Investors (a "Majority Interest"); provided, however, that any such
amendment that adversely affects the Management Stockholders or the Subject
Investors (as defined below), as applicable, and which affects the Management
Stockholders or the Subject Investors, as applicable, differently than the
Investors shall require the prior written consent of a majority-in-interest of
the Management Stockholders or the Subject Investors (based upon the number of
Shares held by the Management Stockholder or Subject Investors, as applicable),
as applicable.
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5.4. NOTICES AND DEMANDS; ANNOUNCEMENTS.
(a) NOTICES. Any notice or demand which is required or
provided to be given under this Agreement shall be deemed to have been
sufficiently given and received for all purposes when delivered in writing
by hand, telecopy, telex or other method of facsimile, or five (5) days
after being sent by certified or registered mail, postage and charges
prepaid, return receipt requested, or two (2) days after being sent by
overnight delivery providing receipt of delivery, to the following
addresses:
IF TO THE COMPANY:
c/o Behrman Capital
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telecopy No.: (000) 000-0000
WITH A COPY TO:
Xxxxxxx Procter LLP
Exchange Place
Boston, MA 02109
Attention: Xxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
IF TO ANY INVESTOR OR ANY MANAGEMENT STOCKHOLDER:
At such Person's address for notice as set forth in the books and
records of the Company
WITH A COPY TO:
Xxxxxxx Procter LLP
Exchange Place
Boston, MA 02109
Attention: Xxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
or, as to each of the foregoing, at such other address as shall be designated by
such Person in a written notice to other parties complying as to delivery with
the terms of this subsection (a).
(b) Except for the disclosure (if any) required by any law
or regulation to which a party is subject, the timing and content of all
press releases and public statements concerning the transactions
contemplated in this Agreement shall be by mutual agreement of a Majority
Interest and the Company. To the extent that a Majority Interest receives
advice from counsel that such disclosure is required by any law or
regulation, the
8
Investor agrees to promptly inform the Company of such advice to provide
the Company an opportunity to comment on the form of disclosure.
5.5. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be deemed
prohibited or invalid under such applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, and such
prohibition or invalidity shall not invalidate the remainder of such provision
or the other provisions of this Agreement.
5.6. EXPENSES. Each of the parties hereto shall bear its own counsel fees
and other expenses relating to the transaction contemplated herein; provided,
however, that the Company shall pay the reasonable out of pocket expenses and
fees incurred by legal counsel to Xxxxxxx Capital III, L.P. incurred in
connection with the negotiation, preparation, execution and consummation of this
Agreement, the Merger Agreement, each ancillary agreement contemplated hereby
and thereby, and the transaction contemplated hereby and thereby.
5.7. COUNTERPARTS. This Agreement and any Exhibit or Schedule hereto may
be executed in multiple counterparts, each of which shall constitute an original
but all of which shall constitute but one and the same instrument. One or more
counterparts of this Agreement or any Exhibit or Schedule hereto may be
delivered via telecopier, with the intention that they shall have the same
effect as an original counterpart hereof.
5.8. EFFECT OF HEADINGS; CONSTRUCTION. The descriptive headings in this
Agreement have been inserted for convenience only and shall not be deemed to
limit or otherwise affect the construction of any provision thereof or hereof.
The parties have participated jointly in the negotiation and drafting of the
Transaction Documents with counsel sophisticated in investment transactions. In
the event an ambiguity or question of intent or interpretation arises, this
Agreement and the agreements, documents and instruments executed and delivered
in connection herewith shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provisions of this Agreement and the
agreements, documents and instruments executed and delivered in connection
herewith.
5.9. GOVERNING LAW. This Agreement shall be deemed to be a contract made
under and shall be construed in accordance with the laws of the state of
Delaware without giving effect to conflict of laws principles thereof.
5.10. DISPUTE RESOLUTION.
(a) Any controversy or claim arising out of or relating to this
Agreement or the breach thereof shall, to the fullest extent permitted by
law, be settled by arbitration in any forum and form agreed upon by the
parties or, in the absence of such an agreement, under the auspices of the
American Arbitration Association ("AAA") in New York, New York. In the
event that any person or entity other than the parties hereto may be a
party with regard to any such controversy or claim, such controversy or
claim shall
9
be submitted to arbitration subject to such other person or entity's
agreement. Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. This Section 5.10(a)
shall be specifically enforceable. Notwithstanding the foregoing, this
Section 5.10(a) shall not preclude either party from pursuing a court
action for the sole purpose of obtaining a temporary restraining order or a
preliminary injunction in circumstances in which such relief is
appropriate; provided that any other relief shall be pursued through an
arbitration proceeding pursuant to this Section 5.10(a).
(b) To the extent that any court action is permitted
consistent with or to enforce Section 5.10(a) of this Agreement, the
parties hereby consent to the jurisdiction of the United States District
Court for the Southern District New York. Accordingly, with respect to any
such court action, each party hereto (a) submits to the personal
jurisdiction of such courts; (b) consents to service of process; and (c)
waives any other requirement (whether imposed by statute, rule of court, or
otherwise) with respect to personal jurisdiction or service of process.
5.11. NO EFFECT UPON LENDING RELATIONSHIPS. Notwithstanding anything
herein to the contrary, nothing contained in this Agreement shall affect, limit
or impair the rights and remedies of either Antares Capital Corporation
("Antares") or Indosuez Capital Partners 2003, LLC (together with Antares and
their respective successors and assigns, sometimes hereinafter are referred to
individually as a "Subject Investor" and collectively as the "Subject
Investors"), any of its affiliates or any other lender in their capacities as a
lender(s) to the Company or any of its subsidiaries pursuant to any agreement
under which the Company or any of its subsidiaries has borrowed money. Without
limiting the generality of the foregoing, neither any Subject Investor nor any
such other Person, in exercising its rights as a lender, including making its
decision on whether to foreclose on any collateral security, shall have any duty
to consider (a) its status as a direct or indirect equityholder of the Company,
(b) the interests of the Company or any of its subsidiaries or (c) any duty it
may have to any other direct or indirect equityholder of the Company, except as
may be required under the applicable loan documents or by commercial law
applicable to creditors generally.
[SIGNATURE PAGES FOLLOW NEXT]
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IN WITNESS WHEREOF, the undersigned have executed this Purchase and
Exchange Agreement as of the day and year first above written.
COMPANY:
WII HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: President
STOCKHOLDERS:
XXXXXXX CAPITAL III L.P.
By: Xxxxxxx Brothers III L.L.C., its general partner
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Member
STRATEGIC ENTREPRENEUR FUND III L.P.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxx
Title: General Partner
Address:
c/o Behrman Capital
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telecopy No.: (000) 000-0000
WITH A COPY TO:
Xxxxxxx Procter LLP
Exchange Place
Boston, MA 02109
Attention: Xxxxx Xxxxxx
Telecopy No.: (000) 000-0000
STOCKHOLDERS:
ANTARES CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
Address:
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn.: Portfolio Manager - Woodcraft Industries
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
STOCKHOLDERS:
INDOSUEZ CAPITAL PARTNERS 2003, LLC
By: Indosuez CMII, Inc., its Managing General
Partner
By: /s/ Xxxxxxx Xxxxx
---------------------
Name: Xxxxxxx Xxxxx
Title: Vice-President
By: /s/ Xxxxxxx Xxxxxxxxxx
---------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: General Manager
STOCKHOLDERS
By: /s/ Xxxx Xxxxxxxxxxx
----------------------
Name: Xxxx Xxxxxxxxxxx
Address:
0000 Xxxxxxxxx Xx.
Xxxxxxx, Xxxxxxxxx 00000
By: /s/ Xxxx Xxxxxx
----------------------
Name: Xxxx Xxxxxx
Address:
00000 Xxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxxxx 00000
By: /s/ Xxxxxx Xxxxxxx
----------------------
Name: Xxxxxx Xxxxxxx
Address:
00000 X. Xxxxx xxxx Xxxx
Xxxxx, Xxxxxx 00000
By: /s/ Xxxx Xxxxx
----------------------
Name: Xxxx Xxxxx
Address:
000 0xx Xxxxxx X.X.
Xxxx, Xxxxxxxxx 00000
By: /s/ Xxxx Xxxxxx
----------------------
Name: Xxxx Xxxxxx
Address:
000 Xxx Xxxxx
Xxxxx, Xxxxxxxxx 00000
By: /s/ Xxxx XxXxxxxxxx
----------------------
Name: Xxxx XxXxxxxxxx
Address:
000 0xx Xxxxxx X.
Xxxx Xxxxxx, Xxxxxxxxx 00000
By: /s/ Xxxx Xxxxx
----------------------
Name: Xxxx Xxxxx
Address:
0000 00xx Xxxxxx X.X.
Xx. Xxxxx, Xxxxxxxxx 00000
By: /s/ Xxxxxx Xxxxxxx
----------------------
Name: Xxxxxx Xxxxxxx
Address:
000 Xxxxxx Xxxxx Xx.
Xx. Xxxxx, Xxxxxxxxx 00000
