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STOCK PURCHASE AGREEMENT
by and among
THREE CITIES OFFSHORE II C.V.,
THREE CITIES FUND II, L.P.
and
XXXXXXXXX & CO., L.P.,
XXXXXXXXX FOCUS FUND L.P.,
XXXXXXXXX INTERNATIONAL LIMITED,
XXXX X. XXXXXXXXX
--------------------------
Dated as of May 12, 1999
---------------------------
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TABLE OF CONTENTS
Page
1. Sale and Purchase of Shares...........................................3
1.1 Sale and Purchase of Shares..................................3
1.2 Purchase Price...............................................3
2. The Closing...........................................................4
3. Representations and Warranties of Sellers.............................4
3.1 Title to the Shares..........................................4
3.2 Authority to Execute and Perform Agreement...................4
3.3 Governmental Approvals.......................................5
4. Representations and Warranties of the Buyers..........................5
4.1 Due Organization and Authority...............................5
4.2 Authority to Execute and Perform Agreements..................6
4.3 Government Approvals.........................................6
4.4 Private Placement............................................7
4.5 Share Ownership..............................................7
5. Covenants and Agreements..............................................8
5.1 Proxy Statement..............................................8
5.2 Sellers' Representative......................................8
5.3 Voting Agreement.............................................8
5.4 Price Protection............................................10
5.5 Notice of Negotiations......................................11
6. Survival of Representations and Warranties of the Buyers
and the Sellers After Closing........................................12
7. Miscellaneous........................................................12
7.1 Certain Definitions.........................................12
7.2 Publicity...................................................13
7.3 Notices.....................................................14
7.4 Entire Agreement............................................15
7.5 Waivers and Amendments......................................15
7.6 GOVERNING LAW...............................................16
7.7 Binding Effect; No Assignment...............................16
7.8 Variations in Pronouns......................................16
7.9 Counterparts................................................16
7.10 Headings....................................................16
7.11 Severability of Provisions..................................16
i
Page
Exhibits
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Exhibit A Share Ownership
Exhibit B Form of Merger Agreement
Exhibit C Form of Company Agreement
Exhibit D Book Entry Account
Exhibit E Wire Instructions
ii
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of May 12, 1999 (the
"Agreement"), is made by and among THREE CITIES OFFSHORE II C.V., a Netherlands
Antilles limited partnership ("TCO"), and THREE CITIES FUND II, L.P. ("TCF II"
and, together with TCO, the "Buyers") and Xxxxxxxxx & Co., L.P., Xxxxxxxxx Focus
Fund L.P., Xxxxxxxxx International Limited and Xxxx X. Xxxxxxxxx (each, a
"Seller," and collectively, the "Sellers"). Capitalized terms used herein but
not otherwise defined shall have the meanings given them in Section 7.1 of the
Agreement.
WHEREAS, the Sellers are the beneficial owners of an aggregate of
2,799,736 shares (the "Aggregate Shares") of common stock, par value $0.01 per
share ("Company Common Stock"), of The Xxxxxx Xxx Company, Inc., a Delaware
corporation (the "Company"), and the holders of options for an aggregate of
10,000 shares of Company Common Stock of which options to purchase 3,333 shares
of Company Common Stock are currently exercisable;
WHEREAS, each Seller agrees to sell the shares set forth on Exhibit A
hereto and the Buyers agree to purchase such shares, aggregating to 2,158,000
Shares (the "Shares"), upon the terms and subject to the conditions of this
Agreement;
WHEREAS, concurrently with the execution of this Agreement, the Buyers,
TCR Acquisition Sub Co., a Delaware corporation owned by the Buyers ("Merger
Sub"), and the Company are entering into an Agreement and Plan of Merger (the
"Merger Agreement") substantially in the form of Exhibit B, pursuant to
2
which, subject to the terms and conditions contained therein, Merger Sub will
merge with and into the Company (the "Merger");
WHEREAS, concurrently with the execution of this Agreement, the Company
and the Buyers are entering into a registration rights agreement, pursuant to
which the Company is agreeing to provide to the Buyers certain registration
rights upon the terms and subject to the conditions set forth therein;
WHEREAS, concurrently with or prior to the execution hereof, each of
the Company and the Buyers have received copies of the resignation letters of
Xxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxxxxx resigning from their positions as
directors effective upon the Closing (as defined herein);
WHEREAS, concurrently with or prior to the execution hereof, the Buyers
have received a copy of the resolution by the Company's continuing directors to
appoint H. Xxxxxxx Xxxxxx and Xxxxxx X. Xxxx to fill the vacancies on the Board
created by the resignations referred to in the preceding paragraph, effective at
the Closing;
WHEREAS, concurrently with or prior to the execution hereof, the Buyers
have received a copy of the resolution of the Company's Board authorizing all
appropriate and necessary actions such that the restrictions on business
combinations in Section 203 of the Delaware General Corporation Law will not
have any effect on the purchase of Shares contemplated herein, the Merger or the
other transactions contemplated by the Merger Agreement; and
3
WHEREAS, concurrently with or prior to the execution of this Agreement,
the Sellers and the Company are entering into an agreement substantially in the
form of Exhibit C.
NOW, THEREFORE, in consideration of the mutual representations,
warranties and covenants and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Buyers and the Sellers
agree as follows:
1. Sale and Purchase of Shares.
1.1 Sale and Purchase of Shares. (i) The Sellers are hereby
selling, and the Buyers are hereby purchasing, all of the Shares, (ii) the
Sellers are either (A) delivering or causing to be delivered to the Buyers
certificates representing the Shares, accompanied by stock powers duly executed
in blank, in proper form for transfer, and with all appropriate stock transfer
tax stamps affixed or (B) causing to be made a book entry transfer with "free
delivery" of the Shares sold by such member to an account designated by the
Buyers maintained at the Depository Trust Company, as set forth on Exhibit D
(the "Book Entry Account") and (iii) upon delivery of the Shares as provided in
clause (ii) above, the Buyers shall deliver the Purchase Price (as hereinafter
defined) by wire transfer of immediately available funds to the accounts of the
Sellers set forth on Exhibit E.
1.2 Purchase Price. The purchase price for the Shares (the
"Purchase Price") is an amount equal to $6.95 per share.
4
2. The Closing. The closing (the "Closing") of the sale and purchase of
the Shares is taking place simultaneously with the execution and delivery of
this Agreement at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX.
3. Representations and Warranties of Sellers. Each Seller, severally,
but not jointly, represents and warrants to the Buyers as follows:
3.1 Title to the Shares. The Sellers are the beneficial
holders of all of the Shares, free and clear of any Liens and, upon delivery of
and payment for the Shares as herein provided, the Sellers will convey to the
Buyers ownership of the Shares by book-entry transfer or certificates
representing Shares, accompanied by stock powers duly executed in blank, in each
case, free and clear of any Liens.
3.2 Authority to Execute and Perform Agreement. Each Seller
has, as applicable, all personal, limited partnership or company right, power
and authority required to enter into, execute and deliver this Agreement and to
perform fully their obligations hereunder. This Agreement has been duly executed
and delivered by the Sellers and (assuming the due authorization, execution and
delivery hereof by the Buyers) is a legal, valid and binding obligation of the
Sellers enforceable in accordance with its terms and conditions, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other similar laws affecting creditors' rights and to
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity). Assuming the accuracy of and in reliance upon
the representations and
5
warranties of the Buyers set forth in Section 4.4, the execution and delivery of
this Agreement, the sale of the Shares contemplated hereby, and the performance
by the Sellers of this Agreement in accordance with its terms and conditions
will not: (i) conflict with or result in any breach or violation of any of the
terms and conditions of, or constitute (or with notice or lapse of time or both
constitute) a default under, any statute, regulation, order, judgment or decree
applicable to the Sellers or to their Shares, or any instrument, contract or
other agreement to which the Sellers are party or by or to which the Sellers are
or their Shares are bound or subject; or (ii) result in the creation of any Lien
on the Shares, other than as contemplated by this Agreement.
3.3 Governmental Approvals. Except for filings required to be
made in compliance with applicable provisions of the Exchange Act and the rules
and regulations thereunder, and in reliance upon the representations and
warranties of the Buyers made pursuant to Section 4.4, no authorization or
approval or other action by, and no notice to or filing with, any Governmental
or Regulatory Body or court of law or any other Person is required to be made or
obtained by the Sellers for (i) the consummation of the transactions
contemplated by this Agreement or (ii) the due execution, delivery and
performance by the Sellers of this Agreement.
4. Representations and Warranties of the Buyers. Each Buyer, severally
but not jointly, represents and warrants to the Sellers as follows:
4.1 Due Organization and Authority. Such Buyer is a limited
partnership duly organized, validly existing and in good standing in the
jurisdiction of its organization.
6
4.2 Authority to Execute and Perform Agreements. Each Buyer
has all necessary limited partnership right, power and authority and approval
required to enter into, execute and deliver this Agreement and to perform fully
its obligations hereunder. This Agreement has been duly executed and delivered
by the Buyers and (assuming the due authorization, execution and delivery hereof
by the Sellers) is a legal, valid and binding obligation of the Buyers
enforceable in accordance with its terms and conditions, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other similar laws affecting creditors' rights and to
general principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity). The execution and delivery of this Agreement,
the sale of the Shares contemplated hereby, and the performance by the Buyers of
this Agreement in accordance with its terms and conditions will not conflict
with or result in any breach or violation of any of the terms and conditions of,
or constitute (or with notice or lapse of time or both constitute) a default
under, any statute, regulation, order, judgment or decree applicable to the
Buyers, or any instrument, contract or other agreement to which the Buyers are a
party or by or to which the Buyers are bound or subject.
4.3 Government Approvals. Except for filings required to be
made in compliance with applicable provisions of the Exchange Act and the rules
and regulations thereunder, no authorization or approval or other action by, and
no notice to or filing with, any Governmental or Regulatory Body or court of law
or any other Person, is required to be made or obtained by the Buyers for (i)
the consummation of the transactions contemplated by this Agreement (other than
the Merger as to which
7
no representation is made) or (ii) the due execution, delivery and performance
by the Buyers of this Agreement.
4.4 Private Placement. The Buyers acknowledge that, other than
as expressly set forth herein, no Seller or any Affiliate of a Seller has made
any representation or warranty, either express or implied, as to the accuracy or
completeness of any of the information provided or made available to the Buyers
or their agents or representatives. The Buyers, to the extent believed
necessary, have discussed the agreements which the Buyers make by signing this
Agreement, and the applicable limitations upon the Buyers' transfer or resale of
the Shares, with its legal advisors. The Buyers understand that no United States
federal or state agency has made any finding or determination regarding the
fairness of the sale of the Shares for investment or any recommendation or
endorsement of the sale of the Shares. The Buyers are not purchasing the Shares
with a view to a distribution or resale of any of such securities in violation
of any applicable securities laws. The Company or its agents has provided or
made available to the Buyers documentary information concerning the Company,
including the Company's filings under the Exchange Act and recent press releases
of the Company. The Buyers have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Shares. The Buyers are financially able to bear the economic
risk of this investment, including the ability to afford holding the Shares for
an indefinite period or to afford a complete loss of such investment.
4.5 Share Ownership. The Buyers do not own any shares of
Company Common Stock.
8
5. Covenants and Agreements. The parties covenant and agree as follows:
5.1 Proxy Statement. The Buyers agree, after the public
announcement of the execution and delivery of the Merger Agreement, to use all
reasonable efforts to cooperate with the Company to file the Proxy Statement (as
defined in the Merger Agreement), subject to the terms and conditions of the
Merger Agreement, as soon as reasonably practicable after the date hereof.
5.2 Sellers' Representative. For as long as the Sellers
Beneficially Own in the aggregate more than five percent of the outstanding
shares of Company Common Stock, the Buyers agree to vote their shares of Company
Common Stock in favor of one nominee to the Board designated by the Sellers;
provided that such nominee is reasonably satisfactory to the Buyers. The Buyers
acknowledge and agree that Xxxx Xxxxxxx is reasonably satisfactory to them.
5.3 Voting Agreement. From the date hereof until the date
following the earliest to occur of (a) the disapproval of the Merger Agreement
by the Company's stockholders, (b) the termination of the Merger Agreement in
accordance with its terms or (c) the consummation of the Merger, the Sellers
hereby agree as follows:
(a) to appear, or cause the holder of record (the
"Record Holder") of any of the Aggregate Shares then Beneficially Owned by the
Sellers (the "Remaining Shares") on any applicable record date to appear, for
the purpose of obtaining a quorum at any annual or special meeting of
stockholders of the
9
Company and at any adjournment thereof, at which matters relating to the Merger,
the Merger Agreement or any transaction contemplated thereby are considered;
(b) at any meeting of the stockholders of the
Company, however called, and in any action by consent of the stockholders of the
Company, to vote, or cause to be voted by the Record Holder, the Remaining
Shares:
(A) in favor of the adoption of the Merger
Agreement; and (B) against any proposal for any extraordinary corporate
transaction, such as a recapitalization, dissolution, liquidation or sale of
assets of the Company, or any merger, consolidation or other business
combination (other than the Merger) between the Company and any Person or any
other action or agreement that is intended or which reasonably could be expected
to (x) result in a breach of any representation or warranty, covenant or any
other obligation or agreement of the Company under the Merger Agreement, (y)
result in any of the conditions to the Company's obligations under the Merger
Agreement not being fulfilled or (z) impede, interfere with, delay, postpone or
materially adversely affect the Merger and the transactions contemplated by the
Merger Agreement;
(c) not to sell, assign or otherwise transfer the
Remaining Shares, directly or indirectly, to any Person unless such Person has
previously agreed in writing, in a form reasonably satisfactory to the Buyers,
to be bound with respect to such Shares by the provisions of this Section 5.3;
and
(d) not to enter into any agreement inconsistent with
this Section 5.3.
10
5.4 Price Protection. If at any time after the date hereof and
before the consummation of the Merger (x) a third party enters into negotiations
or discussions with the Company or either or both of the Buyers for, or makes an
offer with respect to the acquisition of, the Company, substantially all of the
assets of the Company or at least a majority of the outstanding voting shares of
the Company (an "Alternative Transaction"), in each case, at a higher price per
share than the Purchase Price and (y) within 12 months after the date hereof,
such third party consummates an Alternative Transaction at a higher price per
share than the Purchase Price, the Buyers shall pay by wire transfer of
immediately available funds to the Sellers, promptly after the consummation of
the Alternative Transaction, an aggregate amount equal to the product of (x) the
Protected Shares (as defined below); and (y) the Price Differential (as defined
below). All references herein to the price of shares or number of shares shall
be subject to appropriate adjustment for any stock split, subdivision of shares,
reverse stock split, combination of shares, stock dividend or similar
transaction.
"Protected Shares" means 650,000 or, if the Alternative Transaction is
an offer to acquire less than all of the outstanding voting shares of the
Company, the product of (i) the percentage of outstanding shares (expressed as a
decimal) offered to be acquired and (ii) 650,000.
"Price Differential" means the excess, if any, of (i) the price per
share payable in the Alternative Transaction (provided that if the consideration
payable in the Alternative Transaction is other than cash, the value of such
consideration shall be
11
determined in good faith by the Company's Board of Directors); over (ii) the sum
of (x) the Purchase Price and (y) the Cost of Capital (as defined below).
The "Cost of Capital" means the product of (i) the Purchase Price, (ii)
12% and (iii) a fraction, the numerator of which is equal to the number of days
from (and including) the date hereof to (but excluding) the date of the
consummation of the Alternative Transaction, and the denominator of which is
360.
5.5 Notice of Negotiations. Each Buyer agrees that in the
event that during the period from the date hereof until the date following the
earliest to occur of (a) the disapproval of the Merger Agreement by the
Company's stockholders, (b) the termination of the Merger Agreement in
accordance with its terms or (c) the consummation of the Merger, it, any of its
subsidiaries, or its or their respective officers, directors, or representatives
engage in any negotiations or substantive discussions with any Person with
respect to any Alternative Transaction, it will, as promptly as reasonably
practicable, notify Xxxx Xxxxxxxxx as representative of the Sellers of the
existence of such negotiations or discussions; provided, however, that the
failure to give such notice promptly shall not constitute a breach of this
Section 5.5 except to the extent that the Sellers are materially prejudiced
thereby. Each Seller acknowledges that it is aware, and that it will advise its
representatives who become aware of the information referred to in the prior
sentence, that the United States securities laws prohibit any Person who has
material, non-public information concerning an issuer such as the Company from
purchasing or selling securities of such issuer or from communicating such
information to any other Person under circumstances in which it is reasonably
foreseeable that such Person may
12
purchase or sell such securities. Each Seller agrees to keep such information
confidential and not to use, or allow the use by any of its representatives and
agents of, any portion of such information for any purpose other than monitoring
a possible Alternative Transaction for the applicability of the price protection
covenant contained herein.
6. Survival of Representations and Warranties of the Buyers and the
Sellers After Closing. Notwithstanding any right of the Buyers, on the one hand,
or the Sellers, on the other, to investigate and notwithstanding any knowledge
of facts determined or determinable by the Buyers or the Sellers pursuant to
such investigation or right of investigation, the Buyers and the Sellers have
the right to rely fully upon the representations of the other party contained in
this Agreement. The rights and remedies at law or equity of the Buyers and the
Sellers shall not be diminished or otherwise affected by the knowledge of such
party at any time of any facts relating to the matters represented or warranted
by the other party in this Agreement.
7. Miscellaneous.
7.1 Certain Definitions. (a) As used in this Agreement, the
following terms have the following meanings:
(i) "Affiliate" means, with respect to any Person,
any other Person controlling, controlled by or under common control with, or the
spouse or lineal descendants or beneficiaries of, such Person.
(ii) "Beneficial Ownership." For purposes of this
Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any
13
securities shall mean "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act).
(iii) "Exchange Act" means the Securities Exchange
Act of 1934, as amended.
(iv) "Governmental or Regulatory Body" means any
government or political subdivision thereof, whether federal, state, local or
foreign, or any agency or instrumentality of any such government or political
subdivision.
(v) "Lien" means any lien, pledge, mortgage, security
interest, claim, lease, charge, option, right of first refusal, easement,
servitude, transfer restriction under any shareholder or similar agreement,
encumbrance or any other restriction or limitation whatsoever, other than
restrictions arising under federal or state securities laws.
(vi) "Order" means any order, judgment, injunction,
award, decision, determination, decree or writ.
(vii) "Person" means any individual, corporation,
limited liability company, partnership, firm, joint venture, association,
joint-stock company, trust, unincorporated organization, Governmental Body or
other entity.
7.2 Publicity. The Buyers and the Sellers shall not issue any
press release or public announcement concerning this Agreement, the Merger or
the transactions contemplated hereby or thereby without the prior written
consent of the other party, which consent shall not be unreasonably withheld or
delayed, except where such release or announcement is required by applicable
law, including without limitation, any filing obligations under any state or
federal securities laws, in which
14
case the party will use its reasonable best efforts to provide a copy to the
other party prior to any release or public announcement.
7.3 Notices. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally, sent
by facsimile transmission or sent by certified, registered or express mail,
postage prepaid. Any such notice shall be deemed given when so delivered
personally or sent by facsimile transmission or, if mailed, five days after the
date of deposit in the United States mails, as follows:
(i) if to the Buyers, to:
Three Cities Research, Inc.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Willem X. X. xx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
15
(ii) if to the Sellers, to:
Xxxxxxxxx Partners Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other persons or addresses as may be designated in writing by the
party to receive such notice as provided above.
7.4 Entire Agreement. This Agreement contains the entire
agreement among the parties with respect to the purchase of the Shares and
supersedes all prior agreements, written or oral, with respect thereto.
7.5 Waivers and Amendments. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by the Buyers and the Sellers or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any such right,
power or privilege, nor any single or partial exercise of any such right, power
or privilege,
16
preclude any further exercise thereof or the exercise of any other such right,
power or privilege.
7.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
7.7 Binding Effect; No Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and legal representatives. This Agreement is not assignable, except
that the Buyers may assign their rights hereunder to any of their Affiliates.
7.8 Variations in Pronouns. All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the
context may require.
7.9 Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.
7.10 Headings. The headings in this Agreement are for
reference only, and shall not affect the interpretation of this Agreement.
7.11 Severability of Provisions. If any provision or any
portion of any provision of this Agreement, or the application of any such
provision or any portion thereof to any Person or circumstance, shall be held
invalid or unenforceable, the remaining portion of such provision and the
remaining provisions
17
of this Agreement, and the application of such provision or portion of such
provision as is held invalid or unenforceable to Persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby so long as the economic or legal substance of the transaction
contemplated hereby is not affected in any manner adverse to any party. Upon a
determination that any term or other provision is invalid or unenforceable, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.
18
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first above written.
THREE CITIES OFFSHORE II C.V.
By: THREE CITIES ASSOCIATES N.V.,
its general partner
By: /s/ J. Xxxxxxx Xxxxx
------------------------
J. Xxxxxxx Xxxxx
Managing Director
THREE CITIES FUND II, L.P.
By: TCR ASSOCIATES, L.P.,
its general partner
By: /s/ Willem X. X. xx Xxxxx
-----------------------------
Willem X. X. xx Xxxxx
General Partner
19
XXXXXXXXX & CO., L.P.
By: XXXXXXXXX PARTNERS L.P.,
its general partner
By: XXXXXXXXX PARTNERS INC.,
its general partner
By: /s/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: Vice President
XXXXXXXXX FOCUS FUND L.P.
By: XXXXXXXXX PARTNERS L.P.,
its general partner
By: XXXXXXXXX PARTNERS INC.,
its general partner
By: /s/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: Vice President
XXXXXXXXX INTERNATIONAL LIMITED
By: XXXXXXXXX PARTNERS INC.,
its advisor
By: /s/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: Vice President
/s/ Xxxx X. Xxxxxxxxx
---------------------
Xxxx X. Xxxxxxxxx
20
EXHIBIT A
[Intentionally Omitted]
21
EXHIBIT B
[Intentionally Omitted]
22
EXHIBIT C
[Intentionally Omitted]
23
EXHIBIT D
[Intentionally Omitted]
24
EXHIBIT E
[Intentionally Omitted]
