EXHIBIT 10.18
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of February 27, 1997 by and between
ADE CORPORATION, a Massachusetts corporation (hereinafter called "Parent") (when
used herein, the term "Parent" will include ADE corporation and its
subsidiaries, unless the context requires otherwise), ADE TECHNOLOGIES, INC., a
Massachusetts corporation (hereinafter called "Subsidiary"), DIGITAL MEASUREMENT
SYSTEMS, INC., a Massachusetts corporation (hereinafter called "Acquired
Company"), XXXXXX X. XXXXXXXXX, XXXXX XXXXXXXXX, XXXXXXXX XXXXXXXXX, XXXXXX
XXXXXXXXX, ADVANCED DEVELOPMENT CORPORATION, XXXXX X. XXXX and XXXX XXXXXX
(hereinafter each will be referred to individually as a "Stockholder" and
collectively as the "Stockholders").
W I T N E S S E T H:
WHEREAS, the respective Boards of Directors of Parent, Subsidiary and
Acquired Company and the stockholders of Subsidiary and Acquired Company have
approved the Plan of Merger attached hereto as EXHIBIT 1.1 (the "Plan of
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Merger"), pursuant to which Acquired Company will be merged into Subsidiary, a
wholly-owned subsidiary of Parent, in accordance with the applicable statutes of
the Commonwealth of Massachusetts (the merger of the Acquired Company with and
into the Subsidiary will be referred to herein as the "Merger").
WHEREAS, the Stockholders together, directly or indirectly, own 100% of the
outstanding capital stock of Acquired Company.
WHEREAS, Parent owns all of the outstanding capital stock of Subsidiary.
WHEREAS, upon the effective date of the merger of Acquired Company with and
into Subsidiary, all of the shares of common stock of Acquired Company then
issued and outstanding will be converted into the right to receive shares of the
Common Stock, par value $.01 per share, of Parent (the "Parent Stock") and the
outstanding common stock of Subsidiary will continue to be outstanding stock of
the corporation surviving the merger, all upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in order to consummate the transactions described above and
in consideration of the mutual covenants, agreements, representations, and
warranties herein contained, the parties hereto agree as follows:
SECTION 1. MERGER OF ACQUIRED COMPANY INTO SUBSIDIARY
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1.1. Plan of Merger. Upon the terms and subject to the conditions set
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forth in this Agreement and in accordance with the applicable provisions of the
laws of the Commonwealth of Massachusetts, Acquired Company will be merged with
and into Subsidiary at the Closing (as hereinafter defined) in accordance with
the Plan of Merger.
1.2. Effective Date of Merger. The Merger will be effective upon the
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filing with the Secretary of State of the Commonwealth of Massachusetts of
Articles of Merger in the Form of EXHIBIT 1.2 hereto (the "Articles of Merger")
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or on such other date and time as is provided in the Plan of Merger (the date
and time of the effectiveness of the Merger being hereinafter referred to as the
"Effective Date").
1.3. Effect of Merger. On the Effective Date, the separate existence of
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Acquired Company will cease, and Subsidiary will continue its corporate
existence and be the corporation surviving the merger. Upon the Effective Date,
the capital stock of Subsidiary then issued and
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outstanding will not be changed and will continue to be outstanding. As more
fully provided in the Plan of Merger, the capital stock of Acquired Company
issued and outstanding on such date will be converted into, and the holders of
shares of common stock of Acquired Company on the Effective Date (the "Acquired
Company Stockholders") will be entitled to receive in exchange for such shares
an aggregate of 800,000 shares of Parent Stock, 80,000 of which will be placed
in escrow and held in accordance with an escrow agreement substantially in the
form of EXHIBIT 1.3 hereto.
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SECTION 2. REPRESENTATIONS AND WARRANTIES OF ACQUIRED COMPANY AND THE
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STOCKHOLDERS
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Acquired Company and each of the Stockholders hereby represent and warrant,
jointly and severally, as follows, except as stated otherwise with reference to
a specific representation or warranty in the disclosure schedule attached hereto
as SCHEDULE 2 (the "Disclosure Schedule"):
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2.1. Organization and Authority. Acquired Company is a corporation duly
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organized, validly existing, and in good standing under the laws of the
Commonwealth of Massachusetts with full corporate power and authority to own its
assets and to conduct its business in the manner and in the places in which it
is now being conducted. SECTION 2.1 of the Disclosure Schedule sets forth all
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jurisdictions in which the Acquired Company is qualified to do business as a
foreign corporation, which are the only states in which the character of the
properties owned or leased by Acquired Company and the nature of the business
conducted by it require such qualification and where the failure to be so
qualified could have a material adverse effect on its business or financial
condition. True and complete copies of the Articles of Organization and
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Bylaws, together with all amendments thereto, of Acquired Company have been
delivered to Parent.
2.2. Authorization; Binding Agreement. Acquired Company has full
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corporate power and authority to enter into this Agreement and to carry out its
obligations hereunder, including the consummation of the Merger. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, including the consummation of the Merger, have been duly
and validly authorized by Acquired Company's Board of Directors and its
stockholders. No other corporate acts or proceedings on the part of the Company
are necessary to authorize this Agreement and the consummation of the
transactions contemplated hereby, including the Merger. When duly executed and
delivered by the parties hereto and thereto, (i) this Agreement will constitute
a valid and binding obligation of Acquired Company and the Stockholders, (ii)
the Escrow Agreement will constitute a valid and binding obligation of the
Stockholders, and (iii) the Employment Agreements and the Non competition
Agreements will constitute valid and binding obligations of the Stockholders
which are parties to them, in each case enforceable against Acquired Company and
the Stockholders in accordance with such agreements' respective terms.
2.3. Capitalization. The authorized capital stock of the Acquired Company
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consists of 5,000 shares of Class A Common Stock (Voting), no par value (the
"Voting Common Stock"), 1,000 of which are issued and outstanding and held
beneficially of record by the persons and in the amounts listed in SECTION 2.3
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of the Disclosure Schedule, 5,000 shares of Class B Common Stock
(Nonvoting), no par value (the "Nonvoting Common Stock"), 53 of which are issued
and outstanding and held beneficially of record by the person listed in
SECTION 2.3 of the Disclosure
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Schedule, and 100 shares of Convertible Preferred Stock, $1,000 par value per
share, none of which are issued and outstanding. The outstanding shares of
Voting Common Stock were validly issued and are fully paid and nonassessable.
There are no options, warrants, subscription, preemptive or other rights or
commitments outstanding for the sale or issue of any shares or other securities
of Acquired Company.
2.4. No Conflicts. Neither the execution and delivery by Acquired Company
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and the Stockholders of this Agreement, nor the consummation of the Merger and
the other transactions contemplated hereby, nor compliance by Acquired Company
and the Stockholders with any of the provisions hereof, will:
(a) have a material adverse effect on any of the rights of
Acquired Company in, to, or under any of the material agreements or have a
material adverse effect on any material assets of Acquired Company;
(b) subject to receipt of all third party consents and
governmental approvals described in Section 2.22 hereof, violate, conflict with,
result in a breach of any provision of, or constitute a default (or an event
which, with the giving of notice or the passage of time or otherwise, would
constitute such a default) under, or entitle any party (with the passage of time
or otherwise) to terminate, accelerate or give notice of a default under, or
result in the creation of any lien, security interest, charge or encumbrance
upon any of the assets of Acquired Company, under (i) any of the provisions of
the Articles of Organization or By-Laws of Acquired Company; (ii) any note,
bond, mortgage, indenture, deed of trust, license, contract, undertaking,
agreement, lease or other instrument or obligation to which the Acquired Company
is a party, or by which
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Acquired Company or any of its assets may be bound or affected; or (iii) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to
Acquired Company or any of its assets.
2.5. Subsidiaries and Investments. There is no corporation or other legal
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entity in which Acquired Company has any direct or indirect ownership interest.
2.6. Financial Statements. Acquired Company has delivered to Parent true
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copies of all of its federal, state and local tax returns for each of its last
three fiscal years, an unaudited balance sheet of Acquired Company (the "Balance
Sheet") as at December 31, 1996 (the "Balance Sheet Date") and unaudited monthly
statements of net income for the nine months period then ended (such tax
returns, the Balance Sheet and such income statements will be referred to
collectively as the "Financial Statements"). The Financial Statements are in
accordance with all books, records and accounts of Acquired Company, are true
and complete, were prepared in accordance with generally accepted accounting
principles on a consistent basis and present fairly the financial position and
results of operations of Acquired Company as of the dates and for the periods
indicated.
2.7. Ownership of and Title to Assets.
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(a) SECTION 2.7(A) of the Disclosure Schedule sets forth a
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complete list and brief description of all real property owned by Acquired
Company. Acquired Company has good and marketable title to all such real
property, in each case free and clear of all material mortgages, liens, and
encumbrances except those shown or reflected in the Balance Sheet and except
liens for taxes not yet due and encumbrances which do not materially reduce the
value of such property.
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(b) SECTION 2.7(B) of the Disclosure Schedule sets forth a
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complete list of all leases or agreements under which Acquired Company is lessee
of or holds or operates any real property and a brief description of the
property. Each of such leases is in full force and effect and enforceable in
accordance with its terms, and there is not under any of such leases any
existing default of Acquired Company (or event or condition which with notice or
lapse of time, or both, would constitute a default) with respect to any material
term thereof.
(c) SECTION 2.7(C) of the Disclosure Schedule sets forth a
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complete list and brief description of all personal property and all other
assets not listed in SECTION 2.7(A) or SECTION 2.7(B) of the Disclosure Schedule
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owned or leased by Acquired Company (including those shown or reflected in the
Balance Sheet, except such properties and assets as have been sold or otherwise
disposed of in the ordinary course of business since the Balance Sheet Date).
Except as indicated in SECTION 2.7(C) of the Disclosure Schedule, such personal
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property and other assets are free and clear of all material mortgages, liens,
and encumbrances except those shown or reflected in the Balance Sheet and except
liens for taxes not yet due and encumbrances which do not materially reduce the
value of such property and assets.
(d) SECTION 2.7(D) of the Disclosure Schedule sets forth a
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complete list of all leases or agreements under which Acquired Company is lessee
of or holds or operates any personal property and a brief description of the
personal property. Each of such leases is in full force and effect and
enforceable in accordance with its terms, and there is not under any of such
leases any existing default of Acquired Company (or event or condition which
with notice or lapse of time, or both, would constitute a default) with respect
to any material term thereof.
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(e) All equipment included in the assets of Acquired Company has
been maintained in good repair in accordance with the usual practices in the
United States of businesses similar to Acquired Company's business, is in good
condition, ordinary wear and tear excepted, and is useable in the ordinary
course of Acquired Company's business.
2.8. Transactions with Affiliates. SECTION 2.8 of the Disclosure Schedule
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is a complete list of all executory agreements, contracts or commitments of
Acquired Company involving any Affiliate of Acquired Company. Except as set
forth in SECTION 2.8 of the Disclosure Schedule, since April, 1993, the Company
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has not (i) made purchases or sales of products or services from or to any
Affiliate, (ii) transferred any assets to any Affiliate, (iii) entered into,
amended or canceled any transaction, contract, agreement or commitment involving
any Affiliate, or (iv) used any property, asset, facility, service or personnel
which are held, owned, provided or employed by any Affiliate. For purposes
hereof, the term "Affiliate" will include the Stockholders and will also mean
any member of a Stockholder's family, any entity in which any Stockholder or any
member of a Stockholder's family, directly or indirectly or through one or more
intermediaries, has a significant interest, and any person who, directly or
indirectly or through one or more intermediaries, controls or is controlled by,
or is under common control with, the Acquired Company. All transactions between
Acquired Company and any Affiliate have been entered into at arm's length, on
terms no less favorable to Acquired Company than could be obtained from a third
party which is not an affiliate of Acquired Company.
2.9. Accounts Receivable. All of the accounts and notes receivable of
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Acquired Company reflected in the Financial Statements have been collected or
are current or collectible at
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the aggregate recorded amounts thereof less any allowance for doubtful accounts
reflected in the Financial Statements.
2.10. Inventory. The inventory of Acquired Company is of a quality and
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quantity usable or salable in the ordinary course of business, is carried on the
Financial Statements and the books of the Company at an amount which is not
excessive and reflects valuations determined in accordance with generally
accepted accounting principles applied on a consistent basis.
2.11. Absence of Undisclosed Liabilities. As of the Balance Sheet Date,
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Acquired Company:
(a) had no material liabilities of any nature, whether accrued,
absolute, contingent, or otherwise (including, without limitation, liabilities
for taxes due) other than liabilities reflected or reserved against in the
Financial Statements or described in this Agreement;
(b) all tax returns and tax reports required of or in respect of
Acquired Company by the laws of the United States or of any other country, or of
any state or local governmental body, have been duly filed;
(c) all taxes shown to be due thereon have been paid, and adequate
provision has been made in the Financial Statements for the payment of all
accrued and unpaid Federal, state, local and foreign taxes, whether or not yet
due, for all annual, quarterly, month ended periods prior to the date of
Closing; and
(d) except as set forth in the Disclosure Schedule delivered to
Parent by Acquired Company, Acquired Company is not a party to any action or
proceeding for the assessment or collection of taxes.
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2.12. Absence of Certain Changes. Except as set forth in SECTION 2.12 of
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the Disclosure Schedule, Acquired Company has not since March 31, 1996:
(a) Suffered any material adverse change in its financial
condition, assets, liabilities, or business, or become aware of any event which
Acquired Company has reasonably grounds to believe could result in any such
material and adverse change;
(b) Permitted any mortgage, encumbrance, or lien to be placed on
any of its assets;
(c) Entered into any agreement guaranteeing the obligations of
any third person or agreeing to indemnify any third person;
(d) Incurred any material liability or obligation except current
liabilities incurred in the ordinary course of business, or issued any notes or
other corporate debt securities;
(e) Sold or otherwise disposed of, or entered into any agreement
or other arrangement for the sale or other disposition of, any material item of
its assets other than in the ordinary course of its business;
(f) Suffered any damage, destruction, or casualty loss, whether
or not covered by insurance;
(g) Declared or set aside or paid any dividend, made any other
distribution in respect of its capital stock, redeemed, purchased, or otherwise
acquired any of its capital stock, or issued any stock or other securities or
options or other rights to acquire the same;
(h) Made any change in the compensation payable to any officer,
employee, or agent other than normal increases or bonuses in accordance with its
usual compensation practices;
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(i) Entered into any transaction other than in the ordinary
course of business;
(j) Been a party to any other event, condition, or state of
facts of any character which has had or could have a material adverse effect on
the results of operations, business, financial condition, or assets of Acquired
Company; or
(k) Entered into any agreement with respect to any of the
foregoing.
2.13. Patents, Trademarks and Copyrights. SECTION 2.13 of the Disclosure
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Schedule is a complete list of all domestic and foreign patents, patent
applications, trademarks, trade names, inventions, discoveries, confidential
know-how, copyrights and licenses (the "Proprietary Rights") therefor which are
owned by or registered in the name of Acquired Company and which are material to
its business. Acquired Company owns or is licensed under all Proprietary Rights
necessary for and material to the operation of its business as presently
conducted, all of which are in good standing and uncontested. There is no
material claim pending or, to the knowledge of Acquired Company or the
Stockholders, threatened against Acquired Company with respect to the ownership
or used thereof by Acquired Company by any third party nor to the knowledge of
Acquired Company or the Stockholders is there any basis for such a claim.
2.14. Material Agreements. SECTION 2.14 of the Disclosure Schedule is a
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list of all material contracts, agreements, and other instruments to which
Acquired Company is a party. Except as described in SECTION 2.14 of the
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Disclosure Schedule, Acquired Company is not a party to any material contract or
agreement or other instrument not entered into in the ordinary course of
business, including any of the following:
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(a) Contract for employment of any officer or employee at a salary
in excess of $50,000 per year, which is not terminable without liability on not
more than thirty days' notice;
(b) Bonus, pension, profit sharing, retirement, stock option,
deferred compensation, life, medical, or hospital insurance, or other plan or
agreement providing employee benefits;
(c) Contract with any labor organization;
(d) Lease, license, franchise, distributorship, dealer,
manufacturer's representative, or sales agency agreement;
(e) Contract for future purchase of materials, supplies, services,
machinery, or equipment continuing for a period of more than ninety days or
involving more than $50,000;
(f) Guarantee, subordination, or other similar arrangement or
undertaking by which Acquired Company is contingently liable upon the
indebtedness or obligation of any other person;
(g) Contract or commitment for capital expenditures in excess of
Ten Thousand Dollars ($10,000);
(h) Power of attorney for any person, firm or corporation for any
purpose whatsoever;
(i) contract, agreement, commitment or business arrangement with
or to, and purchases from or other business arrangements with, any current or
former principal stockholders, directors or officers of Acquired Company (or any
spouse or relative of the foregoing) or interest in any party with which
Acquired Company does business;
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(j) Note, mortgage, indenture, deed of trust, credit or loan
agreement, or similar instrument under which Acquired Company is indebted for
borrowed money, or the price of purchased assets.
To Acquired Company's and the Stockholders' knowledge, Acquired Company has
performed in all material respects all obligations required to be performed by
it to date under all such contracts and agreements described in the Disclosure
Schedule and is not in default in any material respect under any of such
contracts or agreements, and to Acquired Company's and the Stockholders'
knowledge all parties with whom it has contractual arrangements are in
substantial compliance therewith.
2.15. Insurance. SECTION 2.15 of the Disclosure Schedule sets forth a list
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and brief description of all policies or binders of fire, errors and omissions,
liability, product liability, xxxxxxx'x compensation, vehicular and other
insurance held by or on behalf of the Acquired Company. All premiums payable
under such policies and binders have been paid when due and such policies and
binders are valid and enforceable in accordance with their terms, are in full
force and effect, and are adequate and customary for the type and scope of
Acquired Company's assets and business.
2.16. Books and Records. The books of account, ledgers, order books,
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records and documents of the Company accurately reflect all material information
relating to the financial affairs of Acquired Company, the nature, acquisition,
maintenance, location and collection of the Acquired Company's assets , and the
nature of all transactions giving rise to liabilities reflected on the Financial
Statements or incurred subsequent to the Balance Sheet Date.
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2.17. Employee Benefit Plans. Acquired Company has no bonus, deferred
----------------------
compensation, profit sharing, stock purchase, stock option, or retirement
arrangement, whether legally binding or not, and Acquired Company is not
presently paying any pension, deferred compensation or retirement allowance to
anyone. Acquired Company has no employee benefit plans, as that term is defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
2.18. Litigation. Except as described in SECTION 2.18 of the Disclosure
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Schedule, there are no actions, suits, proceedings, claims, or investigations by
any United States or foreign governmental agency of any other third party
pending or, to the knowledge of Acquired Company or either of the Stockholders,
threatened against, by, or affecting Acquired Company which might have a
material adverse effect on Acquired Company or its business or assets or which
might prevent or hinder the consummation of the transactions contemplated by
this Agreement.
2.19. Compliance With Laws. Acquired Company has complied with all
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material laws, rules and regulations applicable to its business (including
without limitation with respect to wages, hours, hiring, promotions, equal
opportunity, nondiscrimination, health, safety, environmental matters, product
labeling, warranties, packaging, advertising or the sale of products, trade
regulations, antitrust or control and foreign exchange), has filed with the
proper authorities all material statements, reports, information and forms
required by all applicable laws, rules and regulations, and has maintained in
full force and effect all licenses and permits necessary for the conduct of its
business. Acquired Company has received no written notice or informal advice
concerning any revocation or limitation of any such license or permit and no
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such proceeding is pending, or to the knowledge of Acquired Company or the
Stockholders, threatened.
2.20. Environmental Laws.
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(a) Except as reasonably would not be likely to result in a
material liability to Acquired Company, no underground storage tanks and no
amount of any substance that has been designated by any governmental agency or
by applicable federal, state or local law to be radioactive, toxic, hazardous or
otherwise a danger to health or the environment, including, without limitation,
PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as
hazardous substances pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, or defined as a hazardous
waste pursuant to the United States Resource Conservation and Recovery Act of
1976, as amended, and the regulations promulgated pursuant to such laws, (a
"Hazardous Material"), but excluding office and janitorial supplies, are
present, as a result of the actions of Acquired Company or any affiliate of
Acquired Company, or, to Acquired Company's knowledge, as a result of any
actions of any third party or otherwise, in, on or under any property, including
the land and the improvements, ground water and surface water thereof, that
Acquired Company has at any time owned, operated, occupied or leased.
(b) Except as reasonably would not be likely to result in a
material liability to Acquired Company, Acquired Company has not transported,
stored, used, manufactured, disposed of, released or exposed its employees or
others to Hazardous Materials in violation of any law in effect on or before the
Closing Date, nor has Acquired Company disposed of, transported, sold, used,
released, exposed its employees or others to or manufactured any product
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containing a Hazardous Material (collectively "Hazardous Materials Activities")
in violation of any rule, regulation, treaty or statute promulgated by any
governmental agency in effect prior to or as of the date hereof to prohibit,
regulate or control Hazardous Materials or any Hazardous Material Activity.
(c) Acquired Company currently holds all environmental approvals,
permits, licenses, clearances and consents (the "Acquired Company Environmental
Permits") necessary for the conduct of Acquired Company's Hazardous Material
Activities and other businesses of Acquired Company as such activities and
businesses are currently being conducted.
(d) No material action, proceeding, revocation proceeding,
amendment procedure, writ, injunction or claim is pending, or to Acquired
Company's or the Stockholders' knowledge, threatened concerning any Acquired
Company Environmental Permit, Hazardous Material or any Hazardous Materials
Activity of Acquired Company. Neither Acquired Company nor either of the
Stockholders is aware of any fact or circumstance which could involve Acquired
Company in any material environmental litigation or impose upon Acquired Company
any material environmental liability.
2.21. Bank Accounts. SECTION 2.21 of the Disclosure Schedule is a complete
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list of the names and locations of all banks in which the Company has accounts,
as well as a description and the account number of each such account.
2.22. Third Party Consents and Governmental Approvals. Except as set forth
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in SECTION 2.22 of the Disclosure Schedule or as otherwise described in this
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Agreement, no filing with or authorization, consent or approval of any third
party or of any court, government, or governmental agency or instrumentality is
required for Acquired Company and the Stockholders
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to execute and deliver this Agreement or to consummate the transactions
contemplated hereby including the Merger.
2.23. Employee Matters; Labor Contracts.
---------------------------------
(a) SECTION 2.23 of the Disclosure Schedule is a complete list of
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all employees of Acquired Company as of the date hereof.
(b) Acquired Company is in compliance in all material respects
with all Federal, State and local laws relating to labor relations; no material
labor strike or other material labor controversy or trouble is actually pending
or, to the knowledge of Acquired Company and the Stockholders, threatened with
respect to Acquired Company or the employees of Acquired Company; and there are
no grievance or arbitration proceedings arising out of or under collective
bargaining agreements with respect to Acquired Company. There are no claims
against Acquired Company by employees of Acquired Company. Relations between
Acquired Company and its employees are good, and Acquired Company never has
experienced any work stoppage or other labor difficulty.
(c) Acquired Company is not a party to or bound by any labor or
collective bargaining agreement and no representation question exists respecting
the employees of the Acquired Company.
2.24. Securities Act Exemption. Each Stockholder acknowledges that the
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securities of Parent that will be received by him pursuant to this Agreement
will be delivered without registration of the same under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to an exemption from
registration available under the Securities Act, and may not be resold by him
unless (i) a registration statement is in effect under the Securities Act with
respect
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to such securities or (ii) an exemption from such registration is available
under the Securities Act. Each Stockholder, other than Xxxx Xxxxxx, represents
that he is an "accredited investor" within the meaning of that term as it is
defined in Rule 501 under the Securities Act. Each Stockholder represents that
he is purchasing the securities of Parent hereunder for his own account for
investment and not with a view to the resale or distribution thereof.
2.25. Disclosure. No representation or warranty set forth in this Section
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or in the Disclosure Schedule contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statements contained
herein and therein not misleading.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF PARENT AND SUBSIDIARY
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Parent and Subsidiary jointly and severally represent and warrant as
follows:
3.1. Organization and Authority. Parent is a corporation duly organized,
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validly existing, and in good standing under the laws of the Commonwealth of
Massachusetts, with full corporate power and authority to own its property and
assets and to conduct its business in the manner and places in which it is now
conducted.
3.2. Authorization; Binding Agreement. Parent and Subsidiary have full
--------------------------------
corporate power and authority to enter into this Agreement and to carry out
their obligations hereunder, including the consummation of the Merger. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, including the consummation of the Merger, have
been duly and validly authorized by Parent's and Subsidiary's respective Boards
of Directors and Subsidiary's sole stockholder. No other corporate acts or
proceedings on the part of Parent or Subsidiary are necessary to authorize this
Agreement and the consummation of the transactions contemplated hereby,
including the Merger. When duly executed and delivered by
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the parties hereto and thereto, (i) this Agreement will constitute a valid and
binding obligation of Parent and Subsidiary, (ii) the Escrow Agreement will
constitute a valid and binding obligation Parent, and (iii) the Employment
Agreements will constitute valid and binding obligations of Subsidiary, in each
case enforceable against Parent and Subsidiary in accordance with such
agreements' respective terms.
3.3. Capitalization. The authorized capital stock of Parent consists of
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25,000,000 shares of common stock, $.01 par value, 7,765,487 shares of which
were issued and outstanding on January 31, 1997 and 1,978,635 shares are
reserved for issuance upon exercise of outstanding options or options available
for granting under Parent's stock option plans and employee stock purchase plan.
3.4. No Conflicts. Neither the execution and delivery by Parent and
------------
Subsidiary of this Agreement, nor the consummation of the Merger and the other
transactions contemplated hereby, nor compliance by Parent and Subsidiary with
any of the provisions hereof, will:
(a) have a material adverse effect on any of the rights of Parent
in, to, or under any of the material agreements or have a material adverse
effect on any material assets of Parent;
(b) violate, conflict with, result in a breach of any provision
of, or constitute a default (or an event which, with the giving of notice or the
passage of time or otherwise, would constitute such a default) under, or entitle
any party (with the passage of time or otherwise) to terminate, accelerate or
give notice of a default under, or result in the creation of any lien, security
interest, charge or encumbrance upon any of the assets of Parent, under (i) any
of the provisions of the Articles of Organization or By-Laws of Parent; (ii) any
note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,
agreement, lease or other instrument or
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obligation to which Parent is a party, or by which Parent or any of its assets
may be bound or affected; or (iii) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to Parent or any of its assets.
3.5. Current Public Information; Material Facts. Parent has furnished to
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Acquired Company and the Stockholders with copies of the following documents
pertaining to Parent:
(a) An Annual Report on Form 10-K for the fiscal year ended April
30, 1996;
(b) An Annual Report to Stockholders (the "Annual Report") for the
fiscal year ended April 30, 1996;
(c) Quarterly Reports on Form 10-Q for the quarters ended July 31
and October 31, 1996;
(d) A proxy statement for the 1996 Annual Meeting; and
(e) A press release in respect of Parent's sales and earnings for
the quarter ended January 31, 1997 and other matters;
(collectively, the "Disclosure Documents"). Exhibits required to be
filed with the Securities and Exchange Commission as part of any of the
Disclosure Documents have not been included in the materials furnished to
Acquired Company and the Stockholders.
3.6. Absence of Certain Changes. Since the date of the consolidated
--------------------------
balance sheet of Parent included in Parent's Quarterly Report on Form 10-Q for
the quarter ended October 31, 1996, there has not been any material adverse
change in the financial condition, assets, liabilities, or business of Parent,
other than changes occurring in the ordinary course of business which have not
had a material adverse effect on the financial condition, assets, liabilities or
business of Parent.
20
3.7. Validity of Stock to be Issued in Merger. The shares of Parent Stock
----------------------------------------
to be issued upon consummation of the Merger will, when issued as provided
therein, be duly authorized, validly issued, fully paid and nonassessable.
3.8. Organization of Subsidiary. Subsidiary is a corporation duly
--------------------------
organized, validly existing, and in good standing under the laws of the
Commonwealth of Massachusetts, with full corporate power and authority to carry
out the transactions contemplated by this Agreement. All of the outstanding
capital stock of Subsidiary has been duly authorized and validly issued and is
fully paid and nonassessable. All of the outstanding capital stock of Subsidiary
is now owned by Parent and will be owned by it as of the Effective Date, and no
third party has any right to or interest in any issued or unissued capital stock
of Subsidiary.
3.9. Consents. All consents, approvals, or authorizations required to be
--------
obtained by Parent or Subsidiary in connection with the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby,
including the Merger, have been obtained.
3.10. Disclosure. No representation or warranty set forth in this Section
----------
or in the Disclosure Documents contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statements contained
herein and therein not misleading.
SECTION 4. COVENANTS OF ACQUIRED COMPANY AND THE STOCKHOLDERS PENDING MERGER
---------- -----------------------------------------------------------------
Acquired Company covenants and agrees that between the date of this
Agreement and the Closing:
21
4.1. Conduct of Business. Except as otherwise consented to by Parent in
-------------------
writing, Acquired Company will:
(a) Conduct its business and maintain its assets and properties in
substantially the same manner as heretofore;
(b) Refrain from making any purchases or sales of any assets and
from mortgaging, pledging, subjecting to lien, or otherwise encumbering any of
its assets other than in the ordinary course of business;
(c) Refrain from incurring any obligations or liabilities
(absolute or contingent) other than those that are usual and normal in the
ordinary course of its business;
(d) Refrain from making any change in its Articles of
Organization, Bylaws, or authorized or issued capital stock;
(e) Refrain from declaring, setting aside, or paying any dividend,
making any other distribution in respect of its capital stock, or making any
direct or indirect redemption, purchase, or other acquisition of its capital
stock;
(f) Refrain from making any change in the compensation payable or
to become payable to any of its officers, employees, or agents or making any
bonus payment to or arrangement with any of them, other than in accordance with
its past compensation practices;
(g) Use its best efforts to prevent any change with respect to its
management and supervisory personnel or banking arrangements;
(h) Use its best efforts to keep intact its business organization,
to keep available the services of its present officers and employees, and to
preserve the goodwill of all suppliers, customers, and others having business
relations with it;
22
(i) Promptly advise Parent in writing of any matter arising or
discovered after the date of this Agreement which, if existing or known at the
date hereof, would be required to be set forth or described herein.
4.2. Insurance. Acquired Company will at all times have in effect and
---------
maintain all insurance now in force or like policies on or with respect to its
assets and its business.
4.3. Access to Books and Records. Between the date of this Agreement and
---------------------------
the Effective Date, at the reasonable request of Parent, Acquired Company will
give full access to Parent and its agents, accountants, and attorneys to all the
properties and assets, books, records and accounts, and other information,
documentary or otherwise, concerning the affairs and business of Acquired
Company and to cause its officers to furnish to Parent such financial and
operating data and other information with respect to its business and properties
as Parent shall from time to time request and will permit Parent and its agents,
accountants, and attorneys to examine and inspect all such assets, properties,
books, and records, during normal business hours.
4.4. Cooperation. Acquired Company will use its best efforts to cooperate
-----------
in obtaining all necessary approvals required under applicable laws.
SECTION 5. COVENANTS OF PARENT AND SUBSIDIARY PENDING MERGER
---------- -------------------------------------------------
Parent and Subsidiary jointly and severally covenant and agree that between
the date of this Agreement and the Closing Parent will take, and will cause
Subsidiary to take, all necessary corporate and other action and will use its
best efforts to obtain all consents and approvals required to enable each of
them to carry out the transactions contemplated by this Agreement.
23
SECTION 6. CONDITIONS TO OBLIGATIONS OF PARENT AND SUBSIDIARY
---------- --------------------------------------------------
The obligation of Parent and Subsidiary to consummate this Agreement and
the transactions contemplated hereby is subject, at the option of Parent, to the
satisfaction at or before the Closing of the following conditions:
6.1. Performance by Acquired Company. Acquired Company shall have duly
-------------------------------
performed all of the acts and undertakings to be performed by it at or before
the Closing.
6.2. Representations and Warranties. The representations and warranties
------------------------------
of Acquired Company contained in this Agreement shall be true in all material
respects on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the Closing, except
for changes contemplated by this Agreement, and Acquired Company shall have
delivered a certificate of its chief executive officer to that effect to Parent
at the Closing.
6.3. Opinion of Counsel. Acquired Company shall have furnished to Parent
------------------
an opinion of its counsel, Xxxxx X. Xxxxxx, dated the date of the Closing,
substantially in the form of EXHIBIT 6.3 hereto.
-----------
6.4. Absence of Adverse Changes. Since the Balance Sheet Date and except
--------------------------
as disclosed hereunder, there shall have been no material adverse change in the
financial condition, business, or assets of Acquired Company.
6.5. No Governmental Proceedings. Except as set forth herein or in the
---------------------------
Disclosure Schedule, there shall not have been any action or proceeding
instituted before any court or governmental agency to restrain or prohibit, or
obtain substantial damages in respect of, this Agreement or the consummation of
the transactions contemplated hereby, nor shall any
24
governmental agency have notified any party to this Agreement that consummation
of such transactions would constitute a violation of any law and that it intends
to commence proceedings to restrain the consummation of such transaction or to
force divestiture, which, in either case, in the opinion of Parent, would make
it inadvisable to consummate such transaction.
6.6. Employment Agreements. Xxxxxx X. Xxxxxxxxx and Xxxxx X. Xxxx shall
---------------------
have executed and delivered employment agreements with the Subsidiary (the
"Employment Agreements"), substantially in the form of EXHIBIT 6.6(A) hereto, in
--------------
the case of Xx. Xxxxxxxxx, and EXHIBIT 6.6(B) hereto, in the case of Xx. Xxxx.
--------------
6.7. Non competition Agreements. Messrs Xxxx and Speliotis shall have
--------------------------
executed and delivered non competition agreements (the "Noncompetition
Agreements") substantially in the form of EXHIBIT 6.7(A) AND EXHIBIT 6.7(B)
---------------------------------
hereto.
6.8. Employee Confidentiality Agreements. Each of the employees of
-----------------------------------
Acquired Company shall have entered into employee agreements (the "Employee
Agreements"), effective as of the Effective Date, substantially in the form of
EXHIBIT 6.8 hereto.
-----------
6.9. Registration Rights Agreement. Advanced Development Corporation and
-----------------------------
Xxxxx X. Xxxx shall have executed and delivered a Registration Rights Agreement
in the form of EXHIBIT 6.9 hereto.
-----------
6.10. Pooling of Interests. Parent's independent accountants shall have
--------------------
confirmed that the Merger will be accounted for as a pooling of interests.
6.11. Satisfaction of Counsel. All actions, proceedings, instruments, and
-----------------------
documents required to carry out this Agreement and the transactions contemplated
hereby and all other
25
related legal matters shall have been completed to the reasonable satisfaction
of counsel for Parent.
6.12. Agreement for Amendment of Lease. Xxxxxx X. Xxxxxxxxx as Trustee of
---------------------------------
Thouria Investment Trust shall have executed and delivered to Parent an
agreement to amend the Triple Net Lease dated August 31, 1996 between him and
the Acquired Company satisfactory in form and substance to Parent.
SECTION 7. CONDITIONS TO OBLIGATIONS OF ACQUIRED COMPANY AND THE
---------- -----------------------------------------------------
STOCKHOLDERS
------------
The obligation of Acquired Company to consummate this Agreement and the
transactions contemplated hereby is subject, at the option of Acquired Company,
to the satisfaction at or before the Closing of the following conditions:
7.1. Performance by Parent and Subsidiary. Parent and Subsidiary shall
------------------------------------
each have duly performed all of the acts and undertakings to be performed by it
at or before the Closing Date.
7.2. Representations and Warranties. The representations and warranties
------------------------------
of Parent and Subsidiary contained in this Agreement shall be true in all
material respects on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the Closing, except
for changes contemplated by this Agreement, and Parent and Subsidiary shall each
have delivered an officer's certificate to that effect to Acquired Company at
the Closing.
7.3. Employment Agreements. Subsidiary shall have executed and delivered
---------------------
the Employment Agreements.
26
7.4. Noncompetition Agreements. Parent shall have executed and delivered
-------------------------
the Noncompetition Agreements.
7.5. Registration Rights Agreement. The Registration Rights Agreement
-----------------------------
referenced in Section 6.9 shall have been executed and delivered by Parent.
7.6. Tax-Free Reorganization. Acquired Company's tax counsel shall have
-----------------------
confirmed that the Merger will be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended.
7.7. Opinion of Counsel. Parent shall have furnished to Acquired Company
------------------
and the Stockholders an opinion of its counsel, Warner & Xxxxxxxxx LLP, dated
the date of the Closing, substantially in the form of EXHIBIT 7.7 hereto.
-----------
7.8. Absence of Adverse Changes. Since October 31, 1996 there shall have
--------------------------
been no material adverse change in the financial condition, business, or assets
of Parent.
7.9. Employee Benefits. Parent shall have made available to employees of
-----------------
Acquired Company, effective as of the Effective Date, benefits similar to those
provided by Parent to employees similarly situated, including health insurance,
401(k) plan participation and employee stock purchase plan participation.
7.10. Management Compensation. Parent shall have made available to
-----------------------
Acquired Company's management effective as of the Effective Date a package of
compensation on terms similar to those offered to Parent's similarly situated
management employees
7.11. Satisfaction of Counsel. All actions, proceedings, instruments, and
-----------------------
documents required to carry out this Agreement and the transactions contemplated
hereby and all other
27
related legal matters shall have completed to the reasonable satisfaction of
counsel for Acquired Company.
SECTION 8. CLOSING
---------- -------
8.1. Closing Date. The closing of the transactions contemplated by this
------------
Agreement (the "Closing") will take place on February ____, 1997 at the offices
of Warner & Xxxxxxxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
8.2. Execution of Articles of Merger. At the Closing Acquired Company and
-------------------------------
Subsidiary shall each execute and deliver Articles of Merger as provided in the
Plan of Merger and shall jointly cause such Articles to be filed with the
appropriate governmental authorities in the Commonwealth of Massachusetts as
soon as reasonably practicable following the execution and delivery thereof.
SECTION 9. REPRESENTATIONS AND WARRANTIES
---------- ------------------------------
9.1. Survival of Representation and Warranties. All representations,
-----------------------------------------
warranties, agreements, covenants, and obligations herein or in any Exhibit,
certificate, or financial statement delivered by any party to another party
hereunder shall be deemed to have been relied upon by the other party, and shall
survive the Closing and shall not merge in the performance of any obligation by
any party hereto.
SECTION 10. INDEMNIFICATION
----------- ---------------
(a) Each Stockholder, jointly and severally, shall indemnify,
defend and hold Parent harmless against and from all losses, claims,
liabilities, costs, or expenses (including reasonable attorneys' fees) or other
damages of any nature (collectively "Damages") incurred by it which are caused
by or arise out of (i) the breach of any representation or warranty made by
28
Acquired Company or the Stockholders in this Agreement or in any document or
certificate delivered pursuant to this Agreement or (ii) any breach of any
covenant or agreement of Acquired Company or the Stockholders contained herein
or in any agreement entered into by the parties hereto in connection with the
transactions contemplated herein. Parent agrees that it will not look to the
Stockholders' assets (other than funds held under the Escrow Agreement) for
satisfaction of any rights to indemnification hereunder unless and until the
funds held under the Escrow Agreement have been exhausted or distributed. For
purposes of valuing indemnification amounts recovered by Parent pursuant to this
Section from shares of Parent Stock held in escrow under the Escrow Agreement,
such shares of Parent Stock will be valued at the last sale price for a share of
such stock as reported by Nasdaq on the day prior to the Effective Date of the
Merger.
(b) Whenever Parent shall have notice that a claim or demand has
been asserted or threatened against Parent which, if true, would constitute a
basis for indemnification hereunder, Parent shall give written notice of such
claim or demand to Xxxxxx X. Xxxxxxxxx (the "Representative"), the
representative of the Stockholders; provided, however, that any failure by
--------
Parent to give such notice shall not prejudice the rights of Parent to
indemnification hereunder, except to the extent that such failure adversely
affects the Representative's ability to investigate or defend such claim or
demand. The Representative shall then have the right, upon written notice to
Parent acknowledging the Stockholders' obligation to indemnify, defend, and hold
harmless Parent under this Section against and from all Damages resulting from
such claim or demand, to contest, negotiate or settle any such claim or demand
through counsel of its choice, subject to approval of such counsel by Parent,
and solely at the cost, risk and expense of the Stockholders; provided, however,
--------
(i) that the Representative shall not compromise or offer to
29
settle or compromise any such claim or demand on a basis which would or could
result in the imposition of a consent order, injunction or decree that would or
could restrict the future activity or conduct of Parent, and (ii) Parent shall
have the right to participate, at Parent's expense, in the defense of any such
claim or demand using counsel of Parent's choosing. In the event that (x) the
Representative shall fail to give the above-mentioned written notice to Parent
within ten (10) days after Parent has notified the Representative that any such
claim or demand has been asserted or threatened, or (y) in the event such notice
is given but any such claim or demand is not promptly settled or promptly and
diligently contested by the Representative, Parent shall have the right to
satisfy and discharge the same by payment, compromise or otherwise, and the
Stockholders shall be liable therefor to Parent in accordance with and to the
extent provided by this Section. Parent may also defend any such claim or demand
in the event the Representative fails to give such notice within such ten day
period, and no actions taken or omitted to be taken by Parent in connection with
such defense shall affect Parent's right to full indemnification hereunder.
(c) Parent shall indemnify, defend and hold each of the
Stockholders harmless against and from all Damages incurred by them which are
caused by or arise out of (i) the breach of any representation or warranty made
by Parent or Subsidiary in this Agreement or in any document or certificate
delivered pursuant to this Agreement or (ii) any breach of any covenant or
agreement of Parent or Subsidiary contained herein or in any agreement entered
into by the parties hereto in connection with the transactions contemplated
herein.
(d) Whenever any Stockholder shall have notice that a claim or
demand has been asserted or threatened against him which, if true, would
constitute a basis for
30
indemnification hereunder, the Representative shall give written notice of
such claim or demand to Parent; provided, however, that any failure by the
--------
Representative to give such notice shall not prejudice the rights of the
Stockholders to indemnification hereunder, except to the extent that such
failure adversely affects Parent's ability to investigate or defend such claim
or demand. Parent shall then have the right, upon written notice to the
Representative acknowledging the Parent's obligation to indemnify, defend, and
hold harmless the Stockholders under this Section against and from all Damages
resulting from such claim or demand, to contest, negotiate or settle any such
claim or demand through counsel of its choice, subject to approval of such
counsel by the Representative, and solely at the cost, risk and expense of
Parent; provided, however, (i) that the Stockholders shall have the right to
--------
participate, at the Stockholders' expense, in the defense of any such claim or
demand using counsel of the Stockholders' choosing. In the event that
(x) Parent shall fail to give the above-mentioned written notice to the
Representative within ten (10) days after the Representative has notified Parent
that any such claim or demand has been asserted or threatened, or (y) in the
event such notice is given but any such claim or demand is not promptly settled
or promptly and diligently contested by Parent, the Stockholders shall have the
right to satisfy and discharge the same by payment, compromise or otherwise, and
Parent shall be liable therefor to the Stockholders in accordance with and to
the extent provided by this Section. Parent may also defend any such claim or
demand in the event the Representative fails to give such notice within such ten
day period, and no actions taken or omitted to be taken by Parent in connection
with such defense shall affect Parents right to full indemnification hereunder.
31
(e) The right to indemnification pursuant to this Agreement shall
survive any investigation made by the parties or their representatives, lenders
on investors or the receipt of any opinion or certificate.
SECTION 11. MISCELLANEOUS
----------- -------------
11.1. Employee Option Pool. Parent agrees to make available to senior
--------------------
management of the Acquired Company options to purchase an aggregate of 40,000
shares of Parent Stock, at an exercise price equal to the last sale price of a
share of Parent Stock as reported by Nasdaq for the date preceding the date of
grant, for granting to key employees of Acquired Company recommended by
management and approved by Parent's Compensation Committee at the earliest date
practicable after the Closing.
11.2. Fees and Expenses. Parent and the Stockholders each shall bear its
-----------------
own or their expenses in connection with the negotiation and the consummation of
this Agreement; provided, however, that if this Agreement is terminated by
either party by reason of the other party's failure in an arbitrary and willful
manner to satisfy one or more of the conditions to closing hereunder, the party
which shall have failed to satisfy such condition or conditions shall reimburse
the other party for, in addition to any other damages incurred by such other
party, all reasonable out-of-pocket legal, auditing and professional consulting
expenses incurred in connection with this Agreement and the transactions
contemplated hereby.
11.3. Brokers. Each of the parties represents that it had no dealings in
-------
connection with this transaction with any finder or broker. Acquired Company
and Parent each agree to indemnify the other against and hold the other harmless
from any and all liabilities (including without limitation cost of counsel) to
any other persons claiming brokerage commissions or
32
finder's fees on account of services purported to have been rendered on behalf
of the indemnifying party in connection with this Agreement or the transactions
contemplated hereby.
11.4. Law Governing. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the Commonwealth of Massachusetts without regard to
the doctrine of conflicts of laws.
11.5. Notices. All notices, requests, demands and other communications
-------
hereunder shall be deemed to have been duly given if delivered or mailed postage
prepaid:
if to Acquired Company: Dimensional Measurement Systems, Inc.
0 Xxx Xxxxxx
Xxxxxxxxxx, Xx 00000
Attn: President
if to Stockholders: Xxxxxx X. Xxxxxxxxx, Stockholders
Representative
0 Xxx Xxxxxx
Xxxxxxxxxx, Xx 00000
if to Parent or Subsidiary: ADE Corporation
00 Xxxxxx Xxx
Xxxxxxxx, XX 00000-0000
Attn: Business Unit Manager
with a copy to: Warner & Xxxxxxxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxxx X. XxXxxx, Xx.
or to such other address as either party may by notice to the other designate.
11.6. Entire Agreement. This Agreement, the Exhibits delivered pursuant
----------------
hereto, and any documents referred to or delivered pursuant to this Agreement or
any of the transactions contemplated hereby constitute the entire agreement
between the parties with respect to the transactions contemplated herein and
supersede all prior agreements and undertakings of the
33
parties with respect thereto. Each of the Exhibits delivered pursuant to the
terms of this Agreement is in writing and has been initialed by an officer of
the delivering party.
11.7. Confidentiality. If the Merger and the transactions contemplated by
---------------
this Agreement are not consummated, then each of the parties to this Agreement
agrees to keep confidential and shall not use for its own benefit any of the
information (unless in the public domain) obtained from any other party and
shall promptly return to each such other party all schedules, documents or other
written information (without retaining copies thereof) previously obtained from
each such other party.
[SIGNATURE PAGES FOLLOW]
34
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
under their respective seals by their respective officers hereunto duly
authorized, as of the day and year first above written.
PARENT: ADE CORPORATION
By: /s/ Xxxx X. Xxxxxxx
_____________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President and Chief Financial Officer
SUBSIDIARY: ADE TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxx
_____________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President and Chief Financial Officer
ACQUIRED COMPANY: DIGITAL MEASUREMENT SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Name:
Title:
STOCKHOLDERS: ADVANCED DEVELOPMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Name:
Title:
/s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xx 00000
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xx 00000
/s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
000 Xxxxxxx Xx
--------------------------------
Xxxxxxx, XX. 00000
--------------------------------
________________________________
/s/ Xxxxx Xxxxxxxxx
--------------------------------
Xxxxx Xxxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxx, Xx 00000
________________________________
Xxxxxxxx Xxxxxxxxx
0000 Xxxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
________________________________
Xxxxxx Xxxxxxxxx
000 Xxxxxx Xx., Xxx. 0X
Xxxxxxxx, XX 00000
________________________________
Xxxxx Xxxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxx, Xx 00000
/s/ Xxxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxxx Xxxxxxxxx
0000 Xxxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
________________________________
Xxxxxx Xxxxxxxxx
000 Xxxxxx Xxxxxx Xxx. 0X
Xxxxxxxx, XX 00000
________________________________
Xxxxx Xxxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxx, Xx 00000
________________________________
Xxxxxxxx Xxxxxxxxx
0000 Xxxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
/s/ Xxxxxx Xxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxx
000 Xxxxxx Xxxxxx Xxx. 0X
Xxxxxxxx, XX 00000
