EXECUTION COPY
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STOCK VOTING AND TENDER AGREEMENT
BY AND AMONG
AIRTOURS plc,
BLUE SEA FLORIDA ACQUISITION INC.
AND
THE INDIVIDUALS NAMED HEREIN
Dated as of February 27, 2000
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TABLE OF CONTENTS
Page
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1. Tender of Shares.......................................................1
2. Provisions Concerning the Securities...................................2
(a) Agreement to Vote the Securities.................................2
(b) Grant of Proxy...................................................2
(c) Other Proxies Revoked............................................3
3. Representations and Warranties of each Shareholder.....................3
(a) Authority, etc...................................................3
(b) Ownership of Securities..........................................3
(c) No Conflicts.....................................................3
(d) No Finder's Fees.................................................3
(e) No Encumbrances..................................................4
(f) Reliance by Parent and Purchaser.................................4
4. Representations and Warranties of Parent and Purchaser.................4
(a) Due Organization, etc............................................4
(b) No Conflicts.....................................................4
(c) Investment Intent................................................4
5. Covenants of each Shareholder..........................................5
(a) Restriction on Transfer, Proxies and Non-Interference............5
(b) Stop Transfer; Changes in Subject Shares.........................5
6. Fiduciary Duties.......................................................5
7. Certain Other Agreements...............................................5
8. Miscellaneous..........................................................6
(a) Further Assurances...............................................6
(b) Entire Agreement.................................................6
(c) Assignment.......................................................6
(d) Amendments, Waivers, Etc.........................................6
(e) Notices..........................................................6
(f) Severability.....................................................7
(g) Specific Performance.............................................8
(h) Remedies Cumulative..............................................8
(i) No Waiver........................................................8
(j) No Third Party Beneficiaries.....................................8
(k) Governing Law....................................................8
(l) Submission to Jurisdiction; Waiver of Jury Trial.................8
(m) Descriptive Headings.............................................9
(n) Counterparts.....................................................9
9. Termination............................................................9
STOCK VOTING AND TENDER AGREEMENT
STOCK VOTING AND TENDER AGREEMENT (this "Agreement") dated as of
February 27, 2000, by and among Airtours plc, a corporation organized under the
laws of the United Kingdon ("Parent"), Blue Sea Florida Acquisition Inc., a
Florida corporation and an indirect wholly-owned subsidiary of Parent (the
"Purchaser"), and the individuals listed on Schedule I hereto (each a
"Shareholder," and collectively, the "Shareholders").
WHEREAS, prior to entering into this Agreement, Parent, Purchaser
and Travel Services International, Inc., a Florida corporation (the "Company"),
entered into an Agreement and Plan of Merger, dated as of February 21, 2000 (the
"Merger Agreement"), pursuant to which the Purchaser (i) will make a tender
offer for all of the outstanding shares of common stock of the Company and the
associated common stock purchase rights (the "Rights") issued pursuant to the
Shareholders Rights Agreement, dated as of January 28, 1999, by and between the
Company and American Stock Transfer & Trust Company (as amended on February 21,
2000, the "Rights Agreement"), subject to the terms and conditions of the Merger
Agreement (such offer as it may be amended from time to time as permitted under
the Merger Agreement, the "Offer"), and (ii) the Purchaser will be merged with
and into the Company (the "Merger");
WHEREAS, each Shareholder has agreed that such Shareholder shall
tender all Shares beneficially owned by such Shareholder in the Offer as set
forth herein; and
WHEREAS, terms defined in the Merger Agreement shall, unless this
Agreement or the context requires otherwise, have the same meanings in this
Agreement as in the Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Tender of Shares.
(a) Each Shareholder hereby agrees to validly tender (and not to
withdraw) pursuant to and in accordance with the terms of the Offer (provided
that the Offer is not amended in a manner prohibited by the Merger Agreement),
in a timely manner for acceptance by Purchaser in the Offer, all shares of
Common Stock and the associated Rights (collectively, the "Shares") owned by
such Shareholder as of the date hereof and any Shares hereafter acquired (all
securities owned as of the date hereof and all securities hereinafter acquired,
the "Securities"). Each Shareholder hereby acknowledges and agrees that the
Purchaser's obligation to accept for payment and pay for the Shares in the
Offer, including the Securities, is subject to the terms and conditions of the
Offer.
(b) Each Shareholder hereby agrees to permit the Purchaser to
publish and disclose in the Offer Documents (and any other press release or
announcement which may be issued in accordance with the terms of the Merger
Agreement) and, if approval of the
shareholders of the Company is required under applicable law, the Proxy
Statement (including all documents and schedules filed with the SEC) his
identity and intent in the Securities and the nature of his commitments,
arrangements and understandings under this Agreement.
2. Provisions Concerning the Securities.
(a) Agreement to Vote the Securities. Each Shareholder hereby agrees
that during the period commencing on the date hereof and continuing until the
Effective Time (such period, the "Voting Period"), at any meeting of the holders
of any class or classes of the capital stock of the Company, however called, or
in connection with any written consent of the holders of any class or classes of
the capital stock of the Company, such Shareholder shall vote (or cause to be
voted) the Securities (i) in favor of the Merger, and the approval of the terms
of the Merger Agreement and each of the other transactions contemplated by the
Merger Agreement and this Agreement and any actions required or desirable in
furtherance thereof, (ii) against any action, transaction or agreement that
would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or this Agreement, and (iii) except as otherwise agreed to in writing
in advance by Purchaser, against the following actions (other than the Merger
and the transactions contemplated by the Merger Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company or any of its subsidiaries; (B) a
sale, lease or transfer of a material amount of assets of the Company or any of
its subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company or any of its subsidiaries; (C) (I) any change in a
majority of the Persons who constitute the board of directors of the Company;
(II) any change in the present capitalization of the Company or any amendment of
the Company's Articles of Incorporation or By-laws; (III) any other material
change in the Company's corporate structure or business; or (IV) any other
action involving the Company or any of its subsidiaries which is intended, or
could reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the Merger or any of the transactions contemplated
by this Agreement or the Merger Agreement. Each Shareholder hereby agrees that
such Shareholder shall not enter into any agreement or understanding with any
Person the effect of which would be to violate the provisions and agreements
contained in this Section 2.
(b) Grant of Proxy. Each Shareholder hereby appoints Purchaser and
any designee of Purchaser, each of them individually, such Shareholder's proxy
and attorney-in-fact pursuant to the provisions of Section 607.0722 of the
Florida Business Corporation Act, with full power of substitution and
resubstitution, to vote or act by written consent during the Voting Period with
respect to the Securities in accordance with paragraph (a) of this Section. This
proxy is given to secure the performance of the duties of each Shareholder under
this Agreement. Each Shareholder affirms that this proxy is coupled with an
interest and shall be irrevocable. Each Shareholder shall take such further
action or execute such other instruments as may be necessary or desirable to
effectuate the intent of this proxy. THE AUTHORITY GRANTED HEREUNDER (THE
"PROXY") SHALL BE IRREVOCABLE UNTIL THE EARLIER OF (X) THE EFFECTIVE TIME AND
(Y) THE DATE ON WHICH THIS AGREEMENT IS TERMINATED AND DEEMED TO BE COUPLED WITH
AN INTEREST SUFFICIENT IN
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LAW AS REQUIRED BY SECTION 607.0722 OF THE FLORIDA BUSINESS CORPORATION ACT.
(c) Other Proxies Revoked. Each Shareholder represents and warrants
that any proxies heretofore given in respect of such Shareholder's Securities
are not irrevocable, and that all such proxies have been or are hereby revoked.
3. Representations and Warranties of each Shareholder. Each
Shareholder hereby severally, and not jointly, represents and warrants to Parent
and Purchaser (as to such Shareholder) as follows:
(a) Authority, etc. Such Shareholder has all necessary power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by such Shareholder
have been duly authorized by all necessary action on the part of such
Shareholder and, assuming the due authorization, execution and delivery by
Parent and Purchaser, constitutes a legal, valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms.
(b) Ownership of Securities. Such Shareholder is the beneficial
owner of the Securities listed beside such Shareholder's name on Schedule I
attached hereto. Such Shareholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Sections 1 and 2 hereof,
sole power of disposition, sole power of conversion, sole power to agree to all
of the matters set forth in this Agreement, in each case with respect to all of
the Securities, with no limitations, qualifications or restrictions on such
rights, subject only to applicable securities laws and the terms of this
Agreement.
(c) No Conflicts. (i) No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Shareholder and the
consummation by such Shareholder of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by such Shareholder,
the consummation by such Shareholder of the transactions contemplated hereby or
compliance by such Shareholder with any of the provisions hereof shall (A)
conflict with or result in any breach of any applicable documents to which such
Shareholder is a party, (B) result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give rise to any
third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to which
such Shareholder is a party or by which such Shareholder or any of such
Shareholder's properties or assets may be bound, or (C) violate any order, writ,
injunction, decree, judgment, order, statute, rule or regulation applicable to
such Shareholder or any of such Shareholder's properties or assets.
(d) No Finder's Fees. Except as disclosed pursuant to the Merger
Agreement, no broker, investment banker, financial advisor or other person is
entitled to any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the
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transactions contemplated hereby based upon arrangements made by or on behalf of
such Shareholder.
(e) No Encumbrances. The Securities listed beside such Shareholder's
name on Schedule I attached hereto and the certificates representing such
Securities are now, and at all times during the term hereof will be, held by
such Shareholder, or by a nominee or custodian for the benefit of such
Shareholder, free and clear of all liens, claims, security interests, proxies,
voting trusts or agreements, understandings or arrangements or any other
encumbrances whatsoever, except for any such encumbrances or proxies arising
hereunder. The transfer by such Shareholder of such Securities to Purchaser
hereunder shall pass to and unconditionally vest in Purchaser good and valid
title to all the Securities, free and clear of all claims, liens, restrictions,
security interests, pledges, limitations and encumbrances whatsoever, other than
any such encumbrances created by Purchaser.
(f) Reliance by Parent and Purchaser. Such Shareholder understands
and acknowledges that Parent and Purchaser have entered into the Merger
Agreement in reliance upon such Shareholder's execution and delivery of this
Agreement.
4. Representations and Warranties of Parent and Purchaser. Parent
and Purchaser hereby represent and warrant to each Shareholder as follows:
(a) Due Organization, etc. Parent and Purchaser are companies duly
organized and validly existing under the laws of the jurisdiction of their
incorporation or organization. Parent and Purchaser have all necessary power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by Parent and
Purchaser have been duly authorized by all necessary action on the part of
Parent and Purchaser and, assuming its due authorization, execution and delivery
by each Shareholder, constitutes a legal, valid and binding obligation of Parent
and Purchaser, enforceable against Parent and Purchaser in accordance with its
terms.
(b) No Conflicts. Except as set forth in the Merger Agreement (i) no
filing with, and no permit, authorization, consent or approval of, any state or
federal public body or authority is necessary for the execution of this
Agreement by Parent or Purchaser and the consummation by Parent or Purchaser of
the transactions contemplated hereby and (ii) none of the execution and delivery
of this Agreement by Parent or Purchaser, the consummation by Parent or
Purchaser of the transactions contemplated hereby shall (A) conflict with or
result in any breach of the organizational documents of Parent or Purchaser, (B)
result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, commitment, arrangement, understanding, agreement or other
instrument or obligation of any kind to which Parent or Purchaser is a party or
by which Parent or Purchaser or any of its properties or assets may be bound, or
(C) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to Parent or Purchaser or any of its properties or
assets.
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(c) Investment Intent. The purchase of the Securities from each
Shareholder pursuant to this Agreement is for the account of Parent and
Purchaser for the purpose of investment and not with a view to or for sale in
connection with any distribution thereof within the meaning of the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.
5. Covenants of each Shareholder. Each Shareholder covenants and
agrees as follows:
(a) Restriction on Transfer, Proxies and Non-Interference. Such
Shareholder shall not (i) directly or indirectly, offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Securities or any interest
therein; (ii) except as contemplated by this Agreement, grant any proxies or
powers of attorney, deposit any of the Securities into a voting trust or enter
into a voting agreement with respect to any of the Securities; or (iii) take any
action that would make any representation or warranty of such Shareholder
contained herein untrue or incorrect or have the effect of preventing or
disabling or delaying such Shareholder from performing such Shareholder's
obligations under this Agreement.
(b) Stop Transfer; Changes in Subject Shares. Such Shareholder
agrees with, and covenants to, Parent and Purchaser that such Shareholder shall
not request that the Company register the transfer (book-entry or otherwise) of
any certificate or uncertificated interest representing any of the Securities,
unless such transfer is made in compliance with this Agreement. In the event of
a stock dividend or distribution, or any change in any class of capital stock of
the Company by reason of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term "Securities" shall be
deemed to refer to and include the Securities as well as all such stock
dividends and distributions and any shares into which or for which any or all of
the Securities may be changed or exchanged. Such Shareholder shall be entitled
to receive any cash dividend paid by the Company in respect of the Securities
during the term of this Agreement until the Effective Time.
6. Fiduciary Duties. Notwithstanding anything in this Agreement to
the contrary, the covenants and agreements set forth herein shall not prevent
the Shareholder or any of such Shareholder's designees serving on the Company's
Board of Directors or as any officer or employee of the Company from taking any
action while acting in the capacity of a director, officer or employee of the
Company in satisfying his fiduciary duties.
7. Certain Other Agreements. Each of the Shareholders agrees that it
will immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any Acquisition Proposal Interest. Such Shareholder agrees that it will not,
directly or indirectly: initiate, solicit or encourage, or take any action to
facilitate the making of, any offer or proposal which constitutes or is
reasonably likely to lead to any Acquisition Proposal.
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8. Miscellaneous.
(a) Further Assurances. From time to time, at any other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
(b) Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understanding, both written and oral,
between the parties with respect to the subject matter hereof.
(c) Assignment. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the other party, provided
that Parent and Purchaser may assign and transfer, at its sole discretion, its
rights and obligations hereunder to any of their affiliates.
(d) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by all of the
relevant parties hereto, provided that Schedule I attached hereto may be
supplemented by Parent or Purchaser by adding the name and other relevant
information concerning any shareholder of the Company who agrees to be bound by
the terms of this Agreement without the agreement of any other party hereto, and
thereafter such added shareholder shall be treated as a "Shareholder" for all
purposes of this Agreement.
(e) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to the Shareholders: At the address set forth beside each
Shareholders name listed on Schedule I attached hereto
with copies to:
Travel Services International, Inc.
000 Xxxxxxxx Xxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxxx Xxxx, Esq.
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and:
White & Case LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopier: (000) 000-0000
Attention: Xxxx X. Xxxxx, Esq.
Xxxxx X. Xxxxxxxx, Esq.
If to Parent or Purchaser:
Airtours plc
Parkway One, Parkway Business Centre
000 Xxxxxxxx Xxxx
Xxxxxxxxxx, X 000 XX
Xxxxxx Xxxxxxx
Telecopier: 011 44 161 232 0066
Attention: Xxxxx Xxxxxxxx, Esq.
Xxxx XxXxxxx
with copies to:
Xxxxxx Xxxxx & Bockius LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxx Xxxxxxxxx, Esq.
and:
Xxxxxxxxx Xxxxx & Co.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx X0 0XX
Xxxxxx Xxxxxxx
Telecopier: 011-441-619-346-060
Attention: Xxxx Xxxxxx
or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under
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applicable law but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or portion of any provision
in such jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.
(g) Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(j) No Third Party Beneficiaries. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any Person who or which
is not a party hereto.
(k) Governing Law. This Agreement, and the legal relations between
the parties hereto, shall be governed and construed in accordance with the laws
of the State of Florida, applicable to agreements executed and to be performed
solely within such State.
(l) Submission to Jurisdiction; Waiver of Jury Trial. Each of the
parties hereby submit to the jurisdiction of the Federal Courts of the United
States located in the State of Florida and the state courts of the State of
Florida for purposes of all legal proceedings which may arise hereunder or under
any of the other documents entered into in connection herewith. Each of the
parties irrevocably waives, to the fullest extent permitted by law, any
objection which it may have or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each of the
parties hereby consents to process being served in any such proceeding by the
mailing of a copy thereof by registered or certified mail, postage prepaid, to
their respective addresses specified in Section 7(e) or in any other manner
permitted by law. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN
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RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER DOCUMENTS ENTERED INTO IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OF ANY PARTY.
(m) Descriptive Headings. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in two or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.
9. Termination. This Agreement shall terminate, and neither Parent,
Purchaser nor any Shareholder shall have any rights or obligations hereunder and
this Agreement shall become null and void and have no effect upon the
termination of the Merger Agreement in accordance with its terms, except nothing
in this Section 9 shall relieve any party of liability for breach of this
Agreement.
* * * *
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IN WITNESS WHEREOF, Parent, Purchaser and each Shareholder have
caused this Stock Voting and Tender Agreement to be duly executed as of the day
and year first above written.
AIRTOURS plc
By:
--------------------------------------
Name:
Title:
BLUE SEA FLORIDA ACQUISITION INC.
By:
--------------------------------------
Name:
Title:
SCHEDULE I
Amount and Class of
Securities
Name of Shareholder Owned Options Held Notice Address
------------------- ----------------------- ------------ --------------
Xxxxxx X. Xxxxxxx 44,349 0 c/o Xxxxxxx Xxxx
Xxxxxxx Enterprises, LP 30,000 0 General Counsel
Xxxxxx Xxxxxxx 100,000 0 000 Xxxxxxxx Xxxx
Xxxxx
Xxxxxx Xxxxx, XX
00000
J&W Xxxxxx Corp. 633,334 0 c/o Xxxxxxx Xxxx
General Counsel
000 Xxxxxxxx Xxxx
Xxxxx
Xxxxxx Xxxxx, XX
00000
Xxxx Xxxxxxx 350,000 0 c/o Xxxxxxx Xxxx
General Counsel
000 Xxxxxxxx Xxxx
Xxxxx
Xxxxxx Xxxxx, XX
00000
Xxxx X. Xxxxxxxx 209,445 0 c/o Xxxxxxx Xxxx
General Counsel
000 Xxxxxxxx Xxxx
Xxxxx
Xxxxxx Xxxxx, XX
Page 2
Amount and Class of
Securities Beneficially
Name of Shareholder Owned Options Held Notice Address
------------------- ----------------------- ------------ --------------
33445
Elan X. Xxxxxxxxx 291,693 20,000 c/o Xxxxxxx Xxxx
General Counsel
000 Xxxxxxxx Xxxx
Xxxxx
Xxxxxx Xxxxx, XX
00000
D. Xxxxxx Xxxxxxx 144,828 20,000 c/o Xxxxxxx Xxxx
General Counsel
000 Xxxxxxxx Xxxx
Xxxxx
Xxxxxx Xxxxx, XX
00000
Xxxxxxx Xxxxxxxx 0 20,000 c/o Xxxxxxx Xxxx
General Counsel
000 Xxxxxxxx Xxxx
Xxxxx
Xxxxxx Xxxxx, XX
00000
Xxxxxxx X. Xxxxxx 68,408 20,000 c/o Xxxxxxx Xxxx
General Counsel
000 Xxxxxxxx Xxxx
Xxxxx
Xxxxxx Xxxxx, XX
