SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (together with all exhibits and schedules hereto,
this "Agreement") is entered into this 22nd day of October, 1996 by and among
XXXXXXX X. XXXX ("Xxxx"), XXXXX X. XXXX, as trustee for the Xxxxxx Xxxxxxx Xxxx
Trust, XXXXX X. XXXX, as trustee for the Xxxxx Xxxxxxxxx Xxxx Burrowbridge Trust
and XXXXX X. XXXX, as trustee for the Xxxxxxxxx Xxxx Xxxxxxx Trust
(collectively, the "Xxxx Trusts"), THE ASHTON TECHNOLOGY GROUP, INC. (the
"Company"), XXXXXX X. XXXXXX ("Eprile"), XXXX X. XXXXX ("Xxxxx"), XXXXXXX X.
XXXXXXXXXXX ("Xxxxxxxxxxx" and together with Eprile and Xxxxx, the
"Representatives"), THE DOVER GROUP, INC., X.X. XXXXXXX, XX., X.X. XXXXXXX, XX.,
X.X. XXXXXXXXXXX, XX., and XXXXXX XXXXXXXXXXX, as trustee for Xxxxxx X.
Xxxxxxxxxxx, Xxxxxx Xxxxxxx and Xxxx Xxxxxxx (collectively, together with the
Representatives, the "Group Members").
WHEREAS, Xxxx is the President, Chairman of the Board, Chief Executive
Officer, Treasurer, and Principal Financial and Accounting Officer of the
Company;
WHEREAS, the Xxxx Trusts own beneficially or otherwise in the aggregate
1,000,000 shares (the "Trust Shares") of the outstanding Common Stock of the
Company, par value $.01 per share (the "Common Stock");
WHEREAS, Xxxx owns beneficially or otherwise 107,500 shares of Common Stock
(the "Xxxx Shares"); and
WHEREAS, certain disputes have arisen among Xxxx, on the one hand, and the
Group Members, on the other, with respect to the direction of the Company, and
the parties have agreed to settle and resolve each and every dispute and to
enter into certain agreements on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. In addition to the terms elsewhere defined in this
Agreement, the following terms when used in this Agreement shall have the
following respective meanings, unless the context clearly indicates otherwise:
"Affiliate" means, with respect to a Person, any other Person controlled by
or, as of the date of this Agreement, controlling or under common control with,
such Person. "Control" (including the terms "controlling", "controlled by" and
"under common control with") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, the holding of proxies,
by contract or otherwise.
"Closing" and "Closing Date" shall have the respective meanings set forth
in Section 3.1.
"Common Stock" is defined in the Recitals.
"Consulting Agreement" means the agreement dated the Closing Date between
Xxxx and the Company in the form of Exhibit A.
"License Agreement" means the agreement dated the Closing Date between Xxxx
and the Company in the form of Exhibit B.
"Person" means any individual, corporation, partnership, limited liability
company or partnership, firm, joint venture, association, joint stock company,
trust, unincorporated organization, governmental entity or other entity or
organization.
"Representatives' Nominee" means Xxxx X. Xxxxxxxx.
"Subsidiaries" means Universal Trading Technologies Corporation and
Computer Science Innovations, Inc. and each corporation as to which the Company
directly or indirectly owns a majority of the outstanding shares of stock or
other ownership interests having voting power under ordinary circumstances to
elect a majority of directors of such corporation or other Persons performing
similar functions for such entity.
"Xxxx Employment Agreement" means that certain employment agreement
effective as of January 1, 1996 between the Company and Xxxx.
"Xxxx Shares" is defined in the Recitals.
"Trust Shares" is defined in the Recitals.
ARTICLE II
TERMS OF AGREEMENT
2.1 Resignation of Xxxx. Effective at 5:00 p.m., New York time, on the
Closing Date, Xxxx shall resign from his position as a Director of the Company
and its Subsidiaries and all officer positions held by Xxxx in the Company and
its Subsidiaries.
2.2 Election of Representatives' Nominee as Director. Effective at 5:01
p.m., New York time, on the Closing Date, the Representatives' Nominee shall be
elected by the Board of Directors of the Company to fill the vacancy created by
the resignation of Xxxx pursuant to Section 2.1.
2.3 Call Option. (a) Subject to the terms and conditions of this Agreement,
and in consideration for $250,000 payable by Rittereiser to Xxxxx X. Xxxx, as
trustee for the Xxxx Trusts (the "Trustee"), in cash at the Closing, Rittereiser
or his designee shall have the right and option (the "Call Option"), exercisable
upon written notice delivered to the Trustee at any time during the period
beginning at 12:00 a.m., New York time, on April 2, 1997 and ending at 11:59
p.m., New York time, on June 2, 1997 (the "Call Exercise Period"), to purchase
and acquire all of the Trust Shares for a total purchase price of $4,500,000
(the "Call Exercise Price"). If the Call Option is exercised, unless the Trustee
and Rittereiser mutually agree otherwise, delivery to Rittereiser or his
designee of the share certificates representing all of the Trust Shares,
accompanied by a stock power duly executed in blank, and payment of the Call
Exercise Price in full in cash shall take place on the date that is seven (7)
business days following the date the Trustee receives written notice of the
exercise of the Call Option (the "Option Settlement Date") at 10:00 a.m., New
York Time, at the offices of Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx, Xxx
Xxxx, Xxx Xxxx 00000.
(b) The Trustee hereby agrees that during the period from the Closing Date
through the end of the Call Exercise Period and, if the Call Option is
exercised, during the period ending on the Option Settlement Date, the Trustee
shall (i) not offer, sell, contract to sell, transfer, pledge, encumber or
otherwise dispose of the Trust Shares and (ii) vote the Trust Shares in the same
manner and proportion as all other shares of Common Stock are voted with respect
to all matters, including any proposal that relates to the operation or
management of the Company and proposals to elect and remove directors.
(c) The Trustee hereby represents and warrants to Rittereiser and
Rittereiser's designee, if any, that acquires the Call Option that: (i) the
Trustee is the lawful beneficial owner of the Trust Shares and has complete and
unrestricted right to sell, transfer, assign and convey the Trust Shares to
Rittereiser or his designee and (ii) if the Call Option is exercised, the
Trustee will deliver to Rittereiser or his designee good and marketable title to
the Trust Shares free and clear of any liens, claims, charges, security
interests, options or other legal or equitable encumbrances, in the case of
clauses (i) and (ii), subject to the terms of the waiver agreement between the
Trustee and the Company and the Trustee and First United Equities Corporation
dated October 22, 1996.
2.4 Put Option. (a) Subject to the terms and conditions of this Agreement,
and in consideration for $1 payable by Xxxx to Xxxxxxxxxxx in cash at the
Closing, Rittereiser hereby grants to Xxxx the right and option (the "Put
Option"), exercisable by written notice to Rittereiser or his designee at any
time during the period beginning at 12:00 a.m., New York time, on the business
day immediately following exercise of the Call Option and ending at 11:59 p.m.
on the fifth business day immediately following exercise of the Call Option (the
"Put Exercise Period"), to require Rittereiser or his designee to purchase and
acquire from Xxxx all of the Xxxx Shares for a total purchase price of $483,750
(the "Put Exercise Price"). If the Put Option is exercised, unless Xxxx and
Xxxxxxxxxxx mutually agree otherwise, delivery to Rittereiser or his designee of
the share certificates representing all of the Xxxx Shares, accompanied by a
stock power duly executed in blank, and payment of the Put Exercise Price in
full in cash shall take place on the Option Settlement Date at the same time and
place as is specified in Section 2.3(a).
(b) Xxxx hereby agrees that during the period from the Closing Date through
the end of the Put Exercise Period, and, if the Put Option is exercised, during
the period ending on the Option Settlement Date, Xxxx shall vote the Xxxx Shares
in the same manner and proportion as all other shares of Common Stock are voted
with respect to all matters, including any proposal that relates to the
operation or management of the Company and proposals to elect or remove
directors.
(c) Xxxx hereby represents and warrants to Rittereiser and Rittereiser's
designee, if any, that acquires the Xxxx Shares pursuant to the Put Option that,
as of the Option Settlement Date: (i) Xxxx is the lawful beneficial owner of the
Xxxx Shares and has complete and unrestricted right to sell, transfer, assign
and convey the Xxxx Shares to Rittereiser or his designee and (ii) upon exercise
of the Put Option, Xxxx will deliver to Rittereiser or his designee good and
marketable title to the Xxxx Shares free and clear of any liens, claims,
charges, security interests, options or other legal or equitable encumbrances,
in the case of clauses (i) and (ii), subject to the terms of the waiver
agreement between Xxxx and the Company and Xxxx and First United Equities
Corporation, dated October 22, 1996.
2.5 Consulting Agreement and License Agreement. On the Closing Date, the
Company and Xxxx shall enter into the Consulting Agreement and the License
Agreement.
2.6 Employee Matters. Effective at 5:00 p.m., New York time, on the Closing
Date, Xxxx shall cause Xxxxx Xxxxxxxxxxxx and Xxxxxxxxx Xxxxxxx to resign from
all positions they hold in the Company and its Subsidiaries. On the Closing
Date, the Company shall pay $4,216.02 to each of Xx. Xxxxxxxxxxxx and Xx.
Xxxxxxx which amount represents severance pay equal to one month's current
salary.
2.7 Release. From and after 5:00 p.m., New York time, on the Closing Date,
and except for any breach of this Agreement, each of the parties hereto does
hereby release and forever discharge each of the other parties hereto and each
of their respective Affiliates, heirs, executors, administrators, successors,
agents, attorneys and assigns, of and from any and all manner of claims,
demands, damages, actions, causes of action or suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, trespasses, judgments and executions
whatsoever in law or equity, whether known or unknown, directly or indirectly,
by reason of or arising out of or in connection with (i) the Xxxx Shares or the
Trust Shares, (ii) the Xxxx Employment Agreement, (iii) the management of and
conduct of the business of the Company and its Subsidiaries, (iv) the services
performed by Xxxx or any of the Group Members to the Company or its
Subsidiaries, or (v) the relationship by and among the parties, which any of
them or any of their heirs, executors, administrators, successors and assigns
can, shall or may have, or ever had, or might have but for this release, for,
upon or by reason of any matter, cause or thing whatsoever, from the beginning
of the world to the date of this Agreement.
2.8 Waiver of Derivative Claim. At no time shall any party hereto bring a
derivative claim which can be asserted on behalf of the Company or any of its
Subsidiaries in relation to, by reason of, based upon, or arising out of or in
connection with this Agreement or the matters which are settled by this
Agreement.
2.9 Life Insurance Policy. Effective as of the Closing Date, Xxxx and the
Company shall cause the Company to be named the beneficiary under that certain
life insurance policy (Number 4282052) with the Provident Mutual Life Insurance
Company of Philadelphia under which Xxxx is the insured (the "Policy"). During
the period from the Closing Date through the end of the Call Exercise Period,
and if the Call Option is exercised, during the period ending on the Option
Settlement Date, the Company will pay insurance premiums under the Policy
sufficient to secure $1.5 million of face value of life insurance. In
consideration for transfer of the life insurance policy to the Company, in the
event of the death of Xxxx during the period from the Closing Date through the
end of the Call Exercise Period, and if the Call Option is exercised during the
period ending on the Option Settlement Date, the Company will use the proceeds
of the Policy to purchase 333,333 of the Trust Shares from the Xxxx Trusts, as
allocated by the Trustee, whereupon the number of Trust Shares subject to the
Call Option and the Call Exercise Price shall be decreased accordingly.
2.10 Books and Records. Xxxx hereby disclaims and waives for himself and
his Affiliates any ownership interest in any and all books, records, accounting
records, drawings, writings, customer lists, data, reports, test results,
evaluations, plans, studies, instructions, manuals, computer software, computer
codes, formulas and formulations, corporate minute books, corporate seals and
consolidated financial and tax records, files and documents (including computer
tapes or disks) of Ashton and its Subsidiaries (the "Books and Records"). Except
as expressly permitted by this Agreement, neither Xxxx nor his Affiliates shall
remove copies of the Books and Records from the premises of Ashton or any of its
Subsidiaries, whether in written or machine or computer readable form, without
Ashton's written consent, and, prior to the Closing Date, Xxxx shall return to
the premises of Ashton any Books and Records or written or machine or computer
readable copies thereof that may be in his possession or the possession of his
Affiliates. Notwithstanding the foregoing, Xxxx shall have the right to (i)
retain duplicate photocopies of Books and Records that he has obtained in the
ordinary course of business and maintained in places other than the premises of
the Company or its Subsidiaries; (ii) retain personal notes that do not
constitute Books and Records of Ashton maintained in the ordinary course of
business; (iii) retain one copy of Ashton's closing binder for its initial
public offering; and (iv) retain copies of and use records, files, information,
documents as permitted by the License Agreement. Nothing in this Agreement shall
limit Xxxx'x right to remove personal effects from Ashton premises.
2.11 Ownership of UTTC. The Company hereby agrees that during the period
from the Closing Date through the end of the Call Exercise Period, and if the
Call Option is exercised, during the period ending on the Option Settlement
Date, the Company shall not permit UTTC to (i) engage in any merger,
consolidation or similar transaction with or merge into any other Person or sell
or transfer all or a material portion of its assets or (ii) issue, sell or
otherwise distribute any capital stock or other equity security of UTTC, or any
security convertible, during such period(s), into any capital stock or equity
security of UTTC, unless, in the case of either clause (i) or (ii), the residual
value to Ashton of its equity interest in UTTC is at least equal to or greater
than $20 million computed on the basis of the value received by UTTC from any
such (x) consolidation, merger or similiar transaction or sale or transfer or
(y) the issuance, sale or distribution of any such stock or other security.
2.12 Best Interests of Stockholders. The Group Members each agree and
acknowledge that all disagreements and concerns regarding the management and
policies of the Company have been fully resolved by this Agreement. The parties
hereto have determined that this Agreement is in the best interests of the
Company's stockholders and, in their judgment, will result in significant
long-term benefits to the Company and its stockholders.
ARTICLE III
CLOSING
3.1 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place on October 22, 1996 (such date, the "Closing
Date"). The Closing shall be held at 5:00 p.m., New York time, on the Closing
Date at the offices of Xxxxxx & Xxxxxxx, 0000 Xxxxxxxxxxxx Xxxxxx, X.X.,
Xxxxxxxxxx, XX 00000.
3.2 Deliveries and Proceedings at Closing. At Closing the parties shall
make the following deliveries:
(a) Deliveries by Xxxx: Xxxx will deliver or cause to be delivered:
(i) duly executed letters of resignation as contemplated by Sections
2.1 and 2.6;
(ii) the Consulting Agreement executed by Xxxx;
(iii) the License Agreement executed by Xxxx; and
(iv) $1 cash to Rittereiser.
(b) Deliveries by Group Members. Rittereiser will deliver or cause to be
delivered by certified or bank cashier's check $83,334 to Xxxxx X. Xxxx, as
Trustee for the Xxxxxx Xxxxxxx Xxxx Trust, $83,333 to Xxxxx X. Xxxx, as Trustee
for the Xxxxx Xxxxxxxxx Xxxx Burrowbridge Trust, and $83,333 to Xxxxx X. Xxxx,
as Trustee for the Xxxxxxxxx Xxxx Xxxxxxx Trust.
(c) Deliveries by the Company. The Company will deliver or cause to be
delivered:
(i) the Consulting Agreement executed by the Company;
(ii) the License Agreement executed by the Company;
(iii) a certificate signed by an executive officer or director of the
Company stating that (x) this Agreement has been approved by the
Company's Board of Directors, and attached thereto are true and
correct copies of the resolutions of the Board of Directors, (y)
attached thereto are true and correct copies of resolutions of
the Company's Board of Directors electing the Representatives'
Nominee to the Board of Directors, and (z) the person authorized
to sign this Agreement, the Settlement Agreement, the Consulting
Agreement and all other documents to be delivered by the Company
in connection herewith is a duly elected officer or director of
the Company and has been duly authorized to sign such documents
on behalf of the Company;
(iv) $4,216.02 to Xx. Xxxxxxxxxxxx by certified or bank cashier's
check; and
(v) $4,216.02 to Xx. Xxxxxxx by certified or bank cashier's check;
ARTICLE IV
GENERAL PROVISIONS
4.1 Representations and Warranties. Each party represents and warrants to
the other party that (i) the execution, delivery and performance of this
Agreement has been duly authorized and all actions necessary for the due
execution, delivery and performance of this Agreement have been taken, (ii) this
Agreement constitutes the legal, valid and binding obligation of the parties
enforceable against each party in accordance with its terms, (iii) it has been
represented by legal counsel of its choosing, and (iv) this Agreement has been
executed and delivered as its own free act and deed and not as the result of
duress by any other party hereto. The representations, warranties and covenants
of the parties set forth in this Agreement (including, without limitation,
Section 2.3 and this Section 4.1) shall survive the Closing.
4.2 Further Assurances. Each party agrees from time to time, at the request
of any other party to execute such documents or ratify such agreements as may be
reasonably necessary to effect the agreements contained herein.
4.3 Modification. This Agreement shall not be modified or amended except by
an agreement in writing executed by all parties hereto.
4.4 Applicable Law. This Agreement shall be governed under the law of the
State of Delaware without regard to the principles of conflicts of law thereof.
4.5 Assignment. None of the parties hereto may assign any of their
respective rights or delegate any of their respective obligations under this
Agreement to any party without the prior written consent of each of the other
parties hereto; provided, however, that upon written notice to the parties
hereto (i) this Agreement may be assigned by operation of law or pursuant to the
laws of descent and distribution and (ii) Rittereiser may assign his rights and
delegate his obligations under Sections 2.3 and 2.4 to any Person without the
consent of any of the other parties hereto. Notwithstanding the foregoing, this
Agreement and the rights and obligations set forth herein shall be binding on
all parties and on their successors and permitted assigns.
4.6 Entire Agreement. This Agreement contains the entire and final
agreement between the parties with respect to the subject matter hereof, and no
oral statements, assumptions or representations or prior written matter not
contained or referred to in this instrument shall have any force or effect.
4.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be one and the same instrument.
4.8 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provisions
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
4.9 Headings. The headings used in this Agreement are for convenience only
and shall not be deemed part of the agreements of the parties set forth herein.
4.10 Time is of the Essence. Time is of the essence of this Agreement and
every provision hereof.
4.11 Waiver. No consent or waiver, express or implied, by any party to or
of any breach or default by another party in performance by the breaching party
of its obligations under this Agreement shall be deemed or construed to be a
consent or waiver to or of any breach or default by the breaching party in the
performance by such breaching party of any other obligations of such breaching
party under this Agreement. Failure on the part of any party to object to or
complain of any act or failure to act of any of the other parties or to declare
any of the other parties in default shall not constitute a waiver of any right
or remedy or the ability to object or complain or to declare any default at any
time in the future.
4.12 Specific Performance. The parties agree that any breach of this
Agreement by any party would result in irreparable harm for which the other
parties would not have an adequate remedy at law and that the parties shall each
be entitled to injunctive and other equitable relief to enforce specifically the
terms and provisions hereof, in addition to any other rights or remedies
available to such parties.
4.13 Submission to Jurisdiction. Any judicial proceeding brought with
respect to this Agreement must be brought in any United States District Court
(or if such court lacks jurisdiction, any state court) sitting in Wilmington,
Delaware and by execution and delivery of this Agreement, each signatory hereto
(i) hereby submits to and accepts, generally and unconditionally, the exclusive
jurisdiction of such courts and any related appellate court, and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this
Agreement and (ii) irrevocably waives any objection it may now or hereafter have
as to the venue of any such suit, action or proceeding brought in such a court
or that such court is an inconvenient forum.
4.14 Liability of Individuals. Eprile and Xxxxx, who are Directors of the
Company, have incurred obligations under this Agreement only in their individual
capacity and not as Directors of the Company. Xxxx, who is a Director and
Officer of the Company and certain Subsidiaries, has incurred obligations under
this Agreement only in his individual capacity and not as a director or officer
of the Company or a Subsidiary. Rittereiser has incurred certain obligations
under this Agreement only in his individual capacity and not as a director or
officer of The Dover Group, Inc.
4.15 Confidentiality. Except as required by law, pursuant to a valid
subpoena or with the prior consultation and prior consent of the parties hereto,
no party to this Agreement or any Person acting for or on their behalf, shall
directly or indirectly make any written or oral statement publicly or privately
to any Person if such statement relates to or concerns (i) this Agreement, (ii)
any matter related to this Agreement, (iii) the management, conduct or affairs
of the Company, its Subsidiaries, Xxxx or any of the Group Members, (iv) the
relationship by and among the parties, or (v) unless expressly directed by the
Company's Board of Directors, the relationship of the Company or its
Subsidiaries with any third party. Notwithstanding the foregoing, a party to
this Agreement may discuss any of the foregoing privately with (a) a member of
such party's immediate family or (b) directors, officers, employees or auditors
of the Company or its Subsidiaries (each an "Authorized Person") if, and only
if, the Authorized Person agrees to be bound by the terms of this Section 4.15.
If an Authorized Person breaches the terms of this Section 4.15, the party to
this Agreement who discussed the prohibited matters with the Authorized Person
shall be liable for the Authorized Person's breach of this Section 4.15.
Anything in this Section 4.15 to the contrary notwithstanding, the parties agree
that a press release in the form of Exhibit C to this Agreement shall be issued
by the Company on the Closing Date.
4.16 No Admissions. Nothing contained in this Agreement shall be considered
an admission by either party of any wrongdoing under any Federal, state or local
statute, public policy, tort law, contract law, common law or otherwise.
4.17 No Third Party Claims. Each party represents and warrants that no
other person or entity has, or to the best knowledge of such party claims, any
interest in any potential claims, demands, causes of action, obligations,
damages or suits released pursuant to this Agreement; that it or he is the owner
of all other claims, demands, causes of action, obligations, damages or suits so
released; that it or he has full and complete authority to execute this
Agreement; and that it or he has not sold, assigned, transferred, conveyed or
otherwise disposed of any claim, demand, cause of action, obligation or
liability subject to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
/s/ Xxxxxxx X. Xxxx
----------------------------------
Xxxxxxx X. Xxxx
00000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ Xxxxx X. Xxxx
---------------------------------
Xxxxx X. Xxxx, as trustee for the
Xxxxxx Xxxxxxx Xxxx Trust
00000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx, as trustee for the
Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxxxx Trust
00000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ Xxxxx X. Xxxx
-----------------------------------
Xxxxx X. Xxxx, as trustee for the
Xxxxxxxxx Xxxx Xxxxxxx Trust
00000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
(Signatures Continued on Next Page]
THE ASHTON TECHNOLOGY GROUP, INC.
By: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: Director
00000 Xxxxxx Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
c/o UTTC
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ Xxxx X. Xxxxx
-----------------------------------
Xxxx X. Xxxxx
c/o UTTC
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ Xxxxxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxxxxx
c/o The Dover Group, Inc.
00 Xxxxx 00 Xxxx
Xxxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
(Signatures Continued on Next Page]
THE DOVER GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Chairman of the Board
00 Xxxxx 00 Xxxx
Xxxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ X.X. Xxxxxxx, Xx.
----------------------------------
X.X. Xxxxxxx, Xx.
c/o The Dover Group, Inc.
00 Xxxxx 00 Xxxx
Xxxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ X.X. Xxxxxxx, Xx.
----------------------------------
X.X. Xxxxxxx, Xx.
c/o The Dover Group, Inc.
00 Xxxxx 00 Xxxx
Xxxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ X.X. Xxxxxxxxxxx, Xx.
----------------------------------
X.X. Xxxxxxxxxxx, Xx.
c/o The Dover Group, Inc.
00 Xxxxx 00 Xxxx
Xxxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
/s/ Xxxxxx Xxxxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxxxx, as trustee for Xxxxxx X.
Xxxxxxxxxxx, Xxxxxx Xxxxxxx and Xxxx
Xxxxxxx
c/o The Dover Group, Inc.
00 Xxxxx 00 Xxxx
Xxxx Xxxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
