1
Exhibit (c)(2)
SHAREHOLDER AGREEMENT
This Shareholder Agreement, dated as of June 8, 1999 (this
"Agreement"), is made and entered into among EM Laboratories, a New York
corporation ("Parent"), EM Subsidiary, Inc., a Pennsylvania corporation and a
wholly owned subsidiary of Parent ("Sub"), and each of the parties listed on the
signature pages hereto (each a "Shareholder," and collectively, the
"Shareholders").
WHEREAS, each of the Shareholders is, as of the date hereof, the
beneficial owner of the number of shares of common stock, par value $1.00 per
share (the "Common Stock"), of VWR Scientific Products Corporation, a
Pennsylvania corporation (the "Company"), set forth opposite his name on Annex I
hereto;
WHEREAS, concurrently herewith, Parent, Sub and the Company have
entered into an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"), which provides, upon the terms and subject to the
conditions set forth therein, for (i) the commencement by Sub of a tender offer
(the "Offer") for all of the issued and outstanding shares of Common Stock of
the Company and (ii) the subsequent merger of Sub with and into the Company (the
"Merger");
WHEREAS, as a condition to the willingness of Parent and Sub to enter
into the Merger Agreement and in order to induce Parent and Sub to enter into
the Merger Agreement, Shareholders have agreed to enter into this Agreement; and
WHEREAS, capitalized terms used but not defined in this Agreement have
the meaning given to those terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by
Parent and Sub of the Merger Agreement and the mutual representations,
warranties, covenants and agreements set forth herein and therein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be bound hereby, the parties hereto agree as
follows:
ARTICLE I.
TENDER OF SHARES
Section 1.1. Tender. Each Shareholder hereby agrees validly to tender
his Shares (or cause the record owner of such Shares validly to tender), and not
to withdraw any Shares so tendered, promptly, and in any event not later than
the fifth business day after commencement of the Offer pursuant to Section 1.1
of the Merger Agreement and Rule 14d-2 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); provided, however, that in the event that
the Unaffiliated Directors (as defined in the Merger Agreement) (or any
committee designated thereby) shall withdraw, or propose publicly to withdraw,
the approval or recommendation by such Unaffiliated Directors or such committee
of the Offer, the Merger or Merger Agreement (or any transaction contemplated
thereby), each Shareholder shall have the right to withdraw any Shares so
tendered. Sub hereby agrees to purchase all the Shareholder's Shares so tendered
at the Purchase Price or any higher price that may be paid in the Offer;
provided, however, that Sub's obligation to accept for payment and pay for the
Common Stock (including the Shares) in the Offer is subject to all the terms and
conditions of the Offer set forth in the Merger Agreement.
2
Section 1.2. Certain Warranties. Without limiting the generality or
effect of any other term or condition of the Offer, the transfer by each of the
Shareholders of his Shares to Sub in the Offer shall pass to and unconditionally
vest in Sub good and valid title to the Shares, free and clear of all liens,
claims, restrictions, security interests, pledges, limitations and Encumbrances
(as defined herein) whatsoever.
Section 1.3. Disclosure. Each Shareholder hereby authorizes Parent and
Sub to publish and disclose in the Offer Documents and, if approval of the
Company's shareholders is required under applicable law, the Proxy Statement
(including all documents and schedules filed with the SEC), his identity and
ownership of the Shares and the nature of his commitments, arrangements and
understandings under this Agreement provided that each Shareholder is provided
with a reasonable opportunity to review in advance any such disclosure contained
in the Offer Documents or the Proxy Statement.
ARTICLE II.
GRANT OF PROXY
Section 2.1. Proxy. Each Shareholder hereby irrevocably appoints Parent
and Sub (and any nominee of either Parent or Sub) and each of them, with full
power of substitution and re-substitution, (i) as proxies for such Shareholder
to vote all of his Shares for and in the name, place, and stead of such
Shareholder at any meeting of the holders of Common Stock or any adjournments or
postponements thereof or pursuant to any consent in lieu of a meeting, or
otherwise, with respect only to the approval of this Agreement, the Merger
Agreement, the Offer, the transactions contemplated by the Merger Agreement, any
matters related to or in connection with the Merger and any corporate action,
the consummation of which would violate, frustrate the purposes of, prevent or
delay the consummation of the transactions contemplated by the Merger Agreement
(including, without limitation, any proposal to amend the Articles of
Incorporation or By-laws of the Company or approve any merger, consolidation,
sale or purchase of any assets, issuance of Common Stock or any other equity
security of the Company (or a security convertible into an equity security of
the Company), reorganization, recapitalization, liquidation, winding up of or by
the Company or any similar transaction) and (ii) as his true and lawful
attorneys-in-fact to execute one or more consents or other instruments from time
to time in order to take such actions informally without notice of a meeting of
the shareholders of the Company; provided, however, that in the event that the
Unaffiliated Directors (as defined in the Merger Agreement) (or any committee
designated thereby) shall withdraw, or propose publicly to withdraw, the
approval or recommendation by such Unaffiliated Directors or such committee of
the Offer, the Merger or Merger Agreement (or any transaction contemplated
thereby), such appointment of Parent and Sub as proxies shall become immediately
revocable. Each Shareholder agrees that the foregoing proxy and
power-of-attorney granted to Parent and Sub (and their respective nominees) in
this subsection shall be irrevocable during the term of this Agreement and shall
be deemed to be coupled with an interest. Each Shareholder represents that any
proxies heretofore given in respect of his Shares are not irrevocable, and that
such proxies are hereby revoked.
ARTICLE III.
OPTION
Section 3.1. Grant of Option. Each Shareholder hereby grants to Parent
or Sub, as Parent may designate (each, an "Optionee"), an irrevocable option
(the "Option") to purchase the number of shares of Common Stock opposite such
Shareholder's name on Annex I hereto and any additional shares of Common Stock
acquired by such Shareholder in any capacity (whether by exercise of options,
warrants or rights, the conversion or exchange of convertible or exchangeable
securities or by means of a purchase, distribution, dividend or otherwise)
(collectively, the "Shares") at a purchase price of $37.00 per share or such
higher price as may be paid by Parent or Sub pursuant to the Offer (the
"Purchase Price").
2
3
Section 3.2. Exercise of Option.
(a) Parent or Sub may exercise, but shall not be required to exercise,
the Option from time to time, in whole or in part, on or after the date of the
consummation of the Offer but prior to the Effective Date if the Offer is
consummated but (whether due to improper tender or withdrawal of tender) Sub has
not accepted for payment and paid for all of a Shareholder's Shares.
(b) Parent and Sub's obligation to purchase Shares upon exercise of the
Option shall be subject to the conditions that:
(i) no preliminary or permanent injunction or other order issued by any
court or governmental, administrative or regulatory agency or authority
prohibiting the exercise of the Option pursuant to this Agreement shall be in
effect (and no action or proceeding shall have been commenced or threatened for
the purpose of obtaining such an injunction or order);
(ii) any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended (the "HSR Act") or similar
foreign law required for the purchase of the Shares upon such exercise shall
have expired; and
(iii) there shall have been no material breach of the representations,
warranties or covenants of any Shareholder contained in this Agreement;
provided, that any failure by Parent or Sub to purchase Shares upon exercise of
the Option at any Closing (as defined below) as a result of the nonsatisfaction
of any of such conditions shall not affect or prejudice Parent or Sub's right to
purchase such Shares upon the subsequent satisfaction of such conditions.
(c) In the event that Parent or Sub, as the case may be, wishes to
exercise the Option, Parent or Sub, as the case may be, shall send a written
notice to the Shareholders specifying the total number of such Shareholder's
Shares it wishes to purchase and the place and date for the closing of such
purchase (each, a "Closing") at least three business days prior to such Closing;
and
(d) At any Closing, (i) each Shareholder shall deliver to Parent or Sub
(in accordance with Parent or Sub's instructions) a certificate or certificates
(the "Certificates") representing all of such Shareholder's Shares being
purchased by Sub at the Closing, duly endorsed or accompanied by stock powers
duly executed in blank and (ii) Sub shall deliver to such Shareholder a
certified or bank cashier's check or checks payable to or upon the order of such
Shareholder in an amount equal to (A) the number of such Shareholder's Shares
being purchased at the Closing multiplied by (B) the Purchase Price.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
Each Shareholder severally, and not jointly, represents and warrants to
Parent and Sub as follows:
Section 4.1. Title to Shares. Such Shareholder is the sole beneficial
owner of the Shares (as may be adjusted from time to time pursuant to Section
7.1 hereof) set forth opposite his name on Annex I to this Agreement, free and
clear of any pledge, lien, security interest, mortgage, charge, claim, equity,
option, proxy, voting restriction, voting trust or agreement, understanding,
arrangement, right of first refusal, limitation on disposition, adverse claim of
ownership or use or encumbrance of any kind ("Encumbrances"), other than
restrictions imposed by applicable securities laws or pursuant to this Agreement
and the Merger Agreement, and except that as of the date hereof 40,000 Shares
owned by N. Xxxxxxx Xxxxxx are pledged as security for a loan.
3
4
Section 4.2. Total Shares. On the date hereof, the Shares opposite such
Shareholder's name on Annex I hereto constitute all of the Shares owned by such
Shareholder. Such Shareholder has the exclusive right to vote or dispose of (or
exercise the voting or disposition of) such Shares and Shareholder owns no
options to purchase or rights to subscribe for or otherwise acquire any
securities of the Company other than as set forth on Annex I hereto.
Section 4.3. Due Authorization. Each Shareholder has the legal capacity
to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by or
on behalf of such Shareholder and, assuming its due authorization, execution and
delivery by Parent and Sub, constitutes a legal, valid and binding obligation of
such Shareholder, enforceable against such Shareholder in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other laws effecting creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
Section 4.4. No Conflicts; Required Filings and Consents.
(a) The execution and delivery of this Agreement by such
Shareholder do not, and the performance by such Shareholder of such
Shareholder's obligations under this Agreement will not (i) conflict with or
violate any law applicable to such Shareholder or by which such Shareholder or
any of such Shareholder's properties is bound or affected or (ii) result in any
breach of or constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights of
termination, acceleration or cancellation of, or result in the creation of a
lien or encumbrance on any assets of such Shareholder, including, without
limitation, his Shares, pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which such Shareholder is a party or by which such Shareholder or
any of such Shareholder's assets is bound or affected, except for any such
breaches, defaults or other occurrences that would not prevent or delay the
performance by such Shareholder of such Shareholder's obligations under this
Agreement.
(b) The execution and delivery of this Agreement by such
Shareholder do not, and the performance by such Shareholder of such
Shareholder's obligations under this Agreement will not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
governmental or regulatory authority (other than any necessary filing under the
HSR Act or similar foreign laws or the Exchange Act), domestic or foreign,
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent or delay
the performance by such Shareholder of such Shareholder's obligations under this
Agreement. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Shareholder is trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by Shareholder of the transactions contemplated hereby.
Section 4.5. No Finder's Fees. No broker, investment banker, financial
adviser or other person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of such
Shareholder. Such Shareholder hereby acknowledges that he is not entitled to
receive any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated hereby or by the
Merger Agreement.
4
5
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF
SUB AND PURCHASER
Parent and Sub hereby, jointly and severally, represent and warrant to
each Shareholder as follows:
Section 5.1. Due Organization, Authorization, etc. Sub and Parent are
corporations duly organized, validly existing and in good standing under the
laws of their respective jurisdictions of incorporation. Sub and Parent have all
requisite corporate 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 each of Sub and Parent have been duly authorized by all necessary
corporate action on the part of Sub and Parent, respectively. This Agreement has
been duly executed and delivered by each of Sub and Parent and, assuming its due
authorization, execution and delivery by each Shareholder, constitutes a legal,
valid and binding obligation of each of Sub and Parent, enforceable against Sub
and Parent in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, moratorium or other laws affecting rights of creditors
generally and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
Section 5.2. Funds. Parent has sufficient funds available to it to pay
for the Shareholder Shares in accordance with this Agreement and the Merger
Agreement.
Section 5.3. No Conflicts.
(a) The execution and delivery of this Agreement by Parent and
Sub do not, and the performance by Parent and Sub of their obligations under
this Agreement will not (i) conflict with or violate any law applicable to
Parent or Sub or by which Parent or Sub any of their properties is bound or
affected or (ii) result in any breach of or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, acceleration or cancellation of, or result
in the creation of a lien or encumbrance on any assets of Parent or Sub,
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which Parent or
Sub is a party or by which Parent or Sub or any of their assets is bound or
affected, except for any such breaches, defaults or other occurrences that would
not prevent or delay the performance by Parent or Sub of their obligations under
this Agreement.
(b) The execution and delivery of this Agreement by Parent and
Sub do not, and the performance by Parent and Sub of their obligations under
this Agreement will not, require any consent, approval, authorization or permit
of, or filing with or notification to, any governmental or regulatory authority
(other than any necessary filing under the HSR Act or similar foreign laws or
the Exchange Act), domestic or foreign, except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by Parent or Sub of
their obligations under this Agreement.
Section 5.4. Purchase Without View to Distribute. Any Shareholder
Shares acquired by Sub hereunder are not being acquired with a view to
distribution within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"), and the rules and regulations thereunder, and Sub will not
distribute such Shareholder Shares in violation of the 1933 Act.
5
6
ARTICLE VI.
COVENANTS OF THE SHAREHOLDERS
Section 6.1. No Inconsistent Arrangements. Each Shareholder hereby
covenants and agrees that, except as contemplated by this Agreement and the
Merger Agreement, he shall not (i) transfer (which term shall include, without
limitation, any sale, gift, pledge or other disposition), or consent to any
transfer of, any or all of his Shares or any interest therein, (ii) enter into
any contract, option or other agreement or understanding with respect to any
transfer of any or all of such shares or any interest therein, (iii) grant any
proxy, power-of-attorney or other authorization in or with respect to his
Shares, (iv) deposit his Shares into a voting trust or enter into a voting
agreement or arrangement with respect to his Shares, or (v) take any other
action that would in any way restrict, limit or interfere with the performance
of his obligations hereunder or the transactions contemplated hereby or by the
Merger Agreement.
Section 6.2. Each Shareholder covenants and agrees that, during the
term of this Agreement, he shall not, directly or indirectly through any
officer, director, agent or other representative, solicit, initiate or
encourage, or take any other action designed or reasonably likely to facilitate,
any inquiries or the making of any proposal from any person (other than Parent,
Sub and any of their Affiliates (as defined below)) relating to (i) any
acquisition of all or any shares of Common Stock of the Company or (ii) any
transaction that constitutes a Takeover Proposal, or participate in any
negotiations regarding, or furnish to any person any information with respect
to, or otherwise cooperate in any way with, or assist or participate in or
facilitate or encourage, any effort or attempt by any person to do or seek to do
any of the foregoing. Such Shareholder immediately shall cease and cause to be
terminated all existing discussions or negotiations of such Shareholder and his
agents or other representatives with any person conducted heretofore with
respect to any of the foregoing. Such Shareholder shall notify Parent and Sub
promptly if any such proposal or offer, or any inquiry or contact with any
person with respect thereto, is made and shall, in any such notice to Parent and
Sub, indicate in reasonable detail the identity of the person making such
proposal, offer, inquiry or contact and the terms and conditions of such
proposal, offer, inquiry or contact. Notwithstanding any provision of this
Section 6.2 to the contrary, if such Shareholder or any agent or representative
of such Shareholder is a member of the Board of Directors of the Company, such
member of the Board of Directors of the Company may take actions in such
capacity to the extent permitted by Section 6.2 of the Merger Agreement. As used
in this Agreement, with respect to any person, "Affiliate" shall mean any entity
directly or indirectly controlling, controlled by, or under common control with,
such person.
Section 6.3. Waiver of Appraisal Rights. Each Shareholder hereby waives
any rights of appraisal or rights to dissent from the Merger.
ARTICLE VII.
MISCELLANEOUS
Section 7.1. Certain Events. In the event of any stock split, stock
dividend, merger, reorganization, recapitalization or other change in the
capital structure of the Company affecting the Shares or the acquisition of
additional shares of capital stock or other securities or rights of the Company
by any Shareholder, the number of such Shareholder's Shares shall be adjusted
appropriately, and this Agreement and the rights and obligations hereunder shall
attach to any additional shares of Common Stock or other securities or rights of
the Company issued to or acquired by any such Shareholder in respect of such
Shareholder Shares.
Section 7.2. Termination. This Agreement shall terminate and be of no
further force and effect automatically and without any required action of the
parties hereto upon the earlier to occur of (A) the
6
7
Effective Time and (B) the calendar day immediately after the termination of the
Merger Agreement in accordance with its terms; provided, however, that Articles
III, IV, V, VI and VII of this Agreement shall survive the termination of this
Agreement until the earlier to occur of the Closing of the exercise of the
Option and the expiration of the Option. No such termination of this Agreement
shall relieve any party hereto from any liability for any breach of this
Agreement prior to termination.
Section 7.3. Expenses. All costs and expenses incurred in connection
with the transactions contemplated by this Agreement shall be for the account of
the party incurring such costs and expenses.
Section 7.4. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, by facsimile, receipt confirmed, or on the next business day when
sent by overnight courier or on the second succeeding business day when sent by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
(a) if to Parent or Sub, to:
EM Industries, Incorporated
0 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
with copies to:
Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
(b) If to Shareholders, to the address set forth in Annex
I hereto:
Section 7.5. Severability. In case any provision in this Agreement
shall be held invalid, illegal or unenforceable by a court of competent
jurisdiction, such provision shall be modified or deleted, as to the
jurisdiction involved, only to the extent necessary to render the same valid,
legal and enforceable, and the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired thereby
nor shall the validity, legality or enforceability of such provision be affected
thereby in any other jurisdiction.
Section 7.6. Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties, or any of them, with respect thereto.
Section 7.7. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties, and any such purported assignment shall be null
and void; provided, however, that either of Parent or Sub may, without the prior
written consent of any Shareholder, assign its rights and obligations to any of
its direct or indirect wholly owned subsidiaries. Subject to the preceding
sentence, this Agreement shall be binding upon, inure to the benefit of and be
enforceable by, the
7
8
parties and their respective successors and assigns, and the provisions of this
Agreement are not intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.
Section 7.8. Amendment. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by all of the parties hereto; provided that Annex I hereto
may be supplemented by Parent 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.
Section 7.9. Further Assurances. Each Shareholder shall, upon request
of Parent or Sub, execute and deliver any additional documents and take such
further actions as may reasonably be deemed by Parent or Sub to be reasonably
necessary or desirable to consummate, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
Section 7.10. 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 his or its obligations hereunder, any custom or practice of
the parties at variance with the terms hereof shall not constitute a waiver by
such party of his or its right to exercise any such or other right, power or
remedy or to demand such compliance.
Section 7.11. Specific Performance. Each of the parties hereto
acknowledges and agrees that in the event of any breach of this Agreement, each
non-breaching party would be irreparably and immediately harmed and could not be
made whole by monetary damages. It is accordingly agreed that the parties hereto
(i) shall waive, in any action for specific performance, the defense of adequacy
of a remedy at law and (ii) shall be entitled, in addition to any other remedy
to which they may be entitled at law or in equity, to compel specific
performance of this Agreement.
Section 7.12. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the Commonwealth of
Pennsylvania without regard to its conflict of laws principles.
Section 7.13. Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.
Section 7.14. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8
9
IN WITNESS WHEREOF, each of Parent and Sub has caused this Agreement to
be executed by its officer thereunto duly authorized and each Shareholder has
caused this Agreement to be executed, or duly executed by an authorized
signatory, as of the date first written above.
EM LABORATORIES, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice-President and Secretary
EM SUBSIDIARY, INC.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxx
Title: President
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
By: /s/ N. Xxxxxxx Xxxxxx
---------------------------------------
N. Xxxxxxx Xxxxxx
9
10
ANNEX I
Shareholder Shares Options Address
000 Xxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000, with a copy to
Xxxxxxx X. Xxxxxx Xxxxxx Xxxxxx & Xxxxx LLP, 0000-Xxxxxxxxx
Xxxxx, Xxxxxx, XX 00000, Attn: Xxxxxx X. Xxxx,
Esq.
0 Xxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000, with a copy to
X. Xxxxxxx Xxxxxx Xxxxxxx X. Xxxx, Esq., Xxxxxxx Xxxxx & Xxxxx
LLP, 5000 Columbia Seafirst Center, 000 Xxxxx
Xxxxxx, Xxxxxxx, XX 00000-0000.
