EXHIBIT 10.17
SHAREHOLDERS AGREEMENT
This SHAREHOLDERS AGREEMENT (this "Agreement") is made and entered into
as of April 1, 1997, by and among Software AG Systems, Inc., a Delaware
corporation (the "Company"), Xxxxxx Equity Investors III, L.P., a Delaware
limited partnership ("Xxxxxx"), and certain other shareholders of the Company
listed on Exhibit A hereto (individually, a "Manager" and collectively, the
"Managers").
WITNESSETH:
WHEREAS, pursuant to a Recapitalization Agreement dated as of March 18,
1997, by and among the Company, Xxxxxx, the Managers and Software AG, a German
corporation, Xxxxxx and the Managers purchased from the Company, as of March 31,
1997, 78,000 shares of the Company's common stock, par value .01 per share (the
"Common Stock"); and
WHEREAS, in connection with such purchase of Common Stock, the Company,
Xxxxxx and the Managers have determined that it is in their respective best
interests to enter into, and perform under, this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the covenants set
forth herein and intending to be legally bound hereby, the parties hereto agree
as follows:
ARTICLE 1.
DEFINITIONS
For purposes of this Agreement, in addition to terms defined elsewhere
herein, the following terms when used herein shall have the following meanings:
1.1 "Affiliate," with respect to a party, shall mean (i) any corporation
or other entity or person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
such party or (ii) a general or limited partner of such party.
1.2 "Board" shall mean the Board of Directors of the Company.
1.3 "Equity Securities" shall mean (i) any securities of the Company
having voting rights with respect to the election of the Board not contingent
upon default, including, but not limited to, shares of Common Stock, (ii) any
securities evidencing any equity ownership interest
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in the Company, and (iii) any securities convertible into or exercisable or
exchangeable for any of the foregoing securities.
1.4 "Family Members," with respect to an individual, shall mean such
individual's spouse, parents, siblings and children.
1.5 "IPO Event" shall mean the consummation of an underwritten public
offering, pursuant to an effective registration statement under the Securities
Act, that is underwritten by one or more nationally--recognized investment
banking firms and results in the Company receiving not less than $10,000,000 in
aggregate cash proceeds from such offering.
1.6 "Permitted Transfer" shall mean a Transfer of Common Stock by a
Shareholder to (i) one or more Family Members of such Shareholder or (ii) a
trust solely for the benefit of one or more Family Members of such Shareholder,
provided that, prior to any such Transfer, each transferee shall agree in
writing, in a form satisfactory to the Company and Xxxxxx, that such transferee
shall receive and hold such Common Stock subject to the provisions of this
Agreement. Any transferee receiving Common Stock pursuant to a Permitted
Transfer shall be included within the definition of "Shareholder" for purposes
of this Agreement.
1.7 "Pro Rata Share" shall mean the holder's pro rata share of the
outstanding Equity Securities which shall be a fraction calculated by dividing
(i) the number of shares of Common Stock held by the holder as of the applicable
date plus the number of shares of Common Stock issuable upon conversion,
exercise or exchange of all other outstanding Equity Securities held by the
holder as of the applicable date, by (ii) the total number of shares of Common
Stock outstanding as of such date plus the total number of shares of Common
Stock issuable upon conversion, exercise or exchange of all other outstanding
Equity Securities as of such date.
1.8 "Securities Act" shall mean the Securities Act of 1933, as amended.
1.9 "Shareholders" shall mean each Manager and any other entity or
individual, other than Xxxxxx, that becomes a holder of Equity Securities and
agrees in writing to be bound by and comply with the terms of this Agreement.
1.10 "Transfer" shall mean any actual or proposed disposition of all or
a portion of an interest (legal or equitable) by any means, direct or indirect,
absolute or
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conditional, voluntary or involuntary, including, but not limited to, by sale,
assignment, put, transfer, pledge, hypothecation, mortgage or other encumbrance,
court order, operation of law, distribution, settlement, exchange, waiver,
abandonment, gift, alienation, bequest or disposal.
ARTICLE 2.
GENERAL TRANSFERABILITY RESTRICTIONS
No Shareholder shall Transfer or cause or permit to be Transferred any
Equity Securities owned or controlled by such Shareholder, except for Transfers
in compliance with Articles 3, 4 and 5 of this Agreement, and any purported
Transfer in violation hereof shall be null and void.
ARTICLE 3.
RIGHTS OF FIRST REFUSAL
Before any Equity Securities owned or controlled by a Shareholder (a
"Selling Shareholder") may be Transferred (other than in a Permitted Transfer or
a Transfer pursuant to Article 4 or 5 hereof) prior to an IPO Event, Xxxxxx and
the Company shall be offered the following rights with respect to such Equity
Securities:
3.1 Notice. The Selling Shareholder shall first deliver a written notice
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(a "Shareholder Notice") to the Company and Xxxxxx stating (i) that the Selling
Shareholder desires to Transfer such Equity Securities, (ii) the number and type
of Equity Securities proposed to be Transferred and (iii) the price and other
material terms of the proposed Transfer. The Shareholder Notice shall be
accompanied by a certificate of the Selling Shareholder certifying that it has
received from a third party a bona fide offer to acquire such Equity Securities
at such price and on such terms as are set forth in the Shareholder Notice and
shall identify such third party.
3.2 Company Right. Within thirty (30) days after receipt of a
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Shareholder Notice (the "Company Period"), the Company may elect, by delivering
to the Selling Shareholder and to Xxxxxx a written notice (a "Company Notice")
of its election, to purchase all or any part of the Equity Securities to which
the Shareholder Notice refers, on the same terms and conditions specified in
such Shareholder Notice (or on economically equivalent terms and conditions as
determined in good faith by the Company and specified in the Company Notice).
In the event that the Company does not elect to purchase any of such Equity
Securities, the Company shall send a notice to such effect to the Selling
--4--
Shareholder and to Xxxxxx prior to the end of the Company Period.
3.3 Xxxxxx Right. In the event that the Company does not elect to
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purchase during the Company Period all of the Equity Securities to which the
Shareholder Notice refers, then Xxxxxx may elect, by delivering to the Selling
Shareholder a written notice (a "Xxxxxx Notice") of its election within forty-
five (45) days after Xxxxxx'x receipt of the Shareholder Notice (the "Xxxxxx
Period"), to acquire, on the same terms and conditions specified in the
Shareholder Notice (or economically equivalent terms and conditions as
determined in good faith by Xxxxxx and specified in the Xxxxxx Notice), any
amount of such Equity Securities that the Company has not elected to purchase.
3.4 Consummation. In the event that the Company and/or Xxxxxx elects to
------------
acquire Equity Securities pursuant to this Article 3, the Company, Xxxxxx and
the Selling Shareholder shall consummate the sale and purchase of such Equity
Securities within ninety (90) days after the date that the Company and Xxxxxx
have received the Shareholder Notice.
3.5 Selling Shareholder Right. To the extent the Company and Xxxxxx do
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not exercise their respective rights under this Article 3 within the specified
time periods, the Selling Shareholder may Transfer the Equity Securities
specified in its Shareholder Notice (and not purchased by the Company or Xxxxxx)
to the third party specified in such Shareholder Notice at the price and on the
terms specified in such notice, provided that (i) such Transfer is consummated
within one hundred twenty (120) days of the date of delivery of such Shareholder
Notice and (ii) prior to the Transfer, such third party agrees in writing, in a
form satisfactory to the Company and Xxxxxx, that such third party shall receive
and hold such Equity Securities subject to the provisions of this Agreement.
ARTICLE 4.
TAG ALONG RIGHTS
Until the date of an IPO Event or, if earlier, the date when Xxxxxx'x Pro
Rata Share is less than fifty-one percent (51%), Xxxxxx shall not engage in a
transaction (including a merger, consolidation or similar business combination)
that involves the Transfer by Xxxxxx to a third party of Common Stock
representing greater than fifty percent (50%) of the outstanding Equity
Securities (other than a "Drag Along Sale" as defined in Article 5 below and
other than a Transfer to one or more Affiliates of Xxxxxx
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and/or Family Members of such Affiliates) without first offering the
Shareholders the right to participate in such Transfer in the following manner:
4.1 Notice. Xxxxxx shall first deliver a written notice (a "Transfer
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Notice") to the Shareholders stating (i) Xxxxxx'x desire to Transfer Common
Stock to a third party, (ii) the number of Common Stock shares proposed to be
Transferred and (iii) the price and the other general terms of the proposed
Transfer. Such notice may be provided before Xxxxxx has identified a purchaser
or purchasers for such Equity Securities.
4.2 Shareholders Right. Each Shareholder may elect, by delivering to
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Xxxxxx a written notice (a "Tag Along Notice") of its election within fifteen
(15) days after receipt of the Transfer Notice (the "Tag Along Period"), to
participate in Xxxxxx'x Transfer of Common Stock on the same terms and
conditions specified in the Transfer Notice. The Tag Along Notice shall specify
the maximum number of Common Stock shares that the Shareholder (a "Tag Along
Shareholder") elects to Transfer which number shall not exceed the product
(rounded down to the nearest whole number) of (i) the percentage of Xxxxxx'x Pro
Rata Share that Xxxxxx proposes to Transfer and (ii) the number of shares of
Common Stock owned by the Shareholder. Xxxxxx shall use its best efforts to
interest the third party in purchasing all the Common Stock shares specified by
Tag Along Shareholders in Tag Along Notices, in addition to the Common Stock
that the third party may already have agreed to purchase from Xxxxxx. If the
third party refuses to purchase all of such additional available Common Stock
shares, then Xxxxxx may sell Common Stock to such third party only if Xxxxxx and
each Tag Along Shareholder shall be entitled to sell to such third party an
amount of Common Stock equal to the product (rounded down to the nearest whole
number) obtained by multiplying (x) the aggregate number of Common Stock shares
such third party is willing to acquire by (y) a fraction, the numerator of which
is the number of Common Stock shares proposed to be Transferred by the selling
party in the applicable Tag Along Notice or Transfer Notice, as the case may be,
and the denominator of which is the aggregate number of Common Stock shares
proposed to be Transferred in such notices by Xxxxxx and the Tag Along
Shareholders.
4.3 Consummation.
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(a) At least ten (10) days prior to the consummation of a Transfer by
Xxxxxx described in a Transfer Notice and not before the earlier of (x) the end
of the Tag Along Period and (y) the receipt by Xxxxxx of a Tag Along
--6--
Notice from each Shareholder, Xxxxxx shall provide written notice
(a "Consummation Notice") to each Tag Along Shareholder stating (i) the identity
of the third party transferee, (ii) the number of shares of Common Stock that
such Tag Along Shareholder will be entitled to sell to such third party pursuant
to this Article 4, and (iii) the date the Transfer will be consummated. At least
five (5) days prior to the date of such consummation, each Tag Along Shareholder
shall deliver to Xxxxxx for Transfer to the third party one or more
certificates, properly endorsed for Transfer, which represent the number of
shares of Common Stock such Tag Along Shareholder is entitled to sell as
provided in the Consummation Notice. The certificate(s) delivered to Xxxxxx by
each Tag Along Shareholder shall be Transferred to the third party identified in
the Consummation Notice, as part of the consummation of the Transfer of Common
Stock pursuant to the terms and conditions specified in the Transfer Notice and
the Consummation Notice. Upon receipt of the proceeds of the Transfer, Xxxxxx
shall promptly remit to each Tag Along Shareholder that portion of such proceeds
to which such Tag Along Shareholder is entitled by reason of such Shareholder's
participation in such Transfer.
(b) In connection with a Transfer pursuant to this Article 4, each Tag
Along Shareholder shall be required to make representations and warranties
regarding the Company and the Common Stock that such Shareholder proposes to
Transfer, including, but not limited to, such Shareholder's ownership of and
authority to Transfer such Common Stock, the absence of any liens or other
encumbrances on such stock, and the compliance of such Transfer with the federal
and state securities laws and all other applicable laws and regulations.
4.4 Securities Laws. Notwithstanding anything to the contrary in this
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Article 4, Xxxxxx shall have no obligation to permit a Shareholder, and no
Shareholder shall have a right, to participate as a Tag Along Shareholder in a
Xxxxxx Transfer of Common Stock in the event that such Shareholder's Transfer
(i) would not be exempt from all registration requirements under federal and
state securities laws or (ii) would violate, or cause Xxxxxx'x Transfer to
violate, any applicable federal or state laws.
ARTICLE 5.
DRAG ALONG RIGHTS
5.1 Drag Along Sale. In the event that, prior to an IPO Event, Xxxxxx,
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in its sole discretion, determines to accept an offer from a third party to
purchase all of the
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Common Stock then held by Xxxxxx and the Shareholders, then each Shareholder
shall sell all shares of Common Stock held by such Shareholder pursuant to such
offer (the "Drag Along Sale"). All sellers of Common Stock in such Drag Along
Sale (i) shall receive the same consideration per share of Common Stock and
shall be subject to the same terms and conditions of sale and (ii) shall execute
such documents and take such actions as may be reasonably required by Xxxxxx.
5.2 Drag Notice. Xxxxxx shall provide each Shareholder with written
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notice (the "Drag Notice") of a Drag Along Sale at least fifteen (15) days prior
to the date of consummation of such sale (the "Drag Along Sale Date"). Each
Drag Notice shall set forth: (i) the identity of the third party transferee in
the Drag Along Sale, (ii) the price and the other general terms of the proposed
Transfer and (iii) the Drag Along Sale Date.
5.3 Form of Consideration. The provisions of this Article 5 shall apply
---------------------
regardless of the form of consideration received in the Drag Along Sale, and any
non--cash consideration received pursuant to the terms of the Drag Along Sale
shall be allocated among the transferors of Common Stock pro rata based upon
each transferor's percentage ownership of the Common Stock shares sold in the
Drag Along Sale.
5.4 Consummation.
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(a) At least five (5) days prior to the date of consummation of a Drag
Along Sale, each Shareholder shall deliver to Xxxxxx for Transfer to the third
party one or more certificates, properly endorsed for Transfer, which represent
all of the shares of Common Stock held by such Shareholder. The certificate(s)
delivered to Xxxxxx by each Shareholder shall be Transferred to the third party
transferee identified in the Drag Notice, as part of the consummation of the
Drag Along Sale. Upon receipt of the proceeds of the Drag Along Sale, Xxxxxx
shall promptly remit to each Shareholder that portion of such proceeds to which
such Shareholder is entitled by reason of such Shareholder's participation in
such sale.
(b) In connection with a Drag Along Sale, each Shareholder shall be
required to make representations and warranties regarding the Company and the
Common Stock that such Shareholder Transfers in such sale, including, but not
limited to, such Shareholder's ownership of and authority to Transfer such
Common Stock, the absence of any liens or other encumbrances on such stock, and
the compliance of such Transfer with the federal and state securities laws and
all other applicable laws and regulations.
--8--
(c) At Xxxxxx'x request, each Shareholder shall convert into Common
Stock, or exercise or exchange for Common Stock, some or all (as specified in
Xxxxxx'x request) of the outstanding Equity Securities held by such Shareholder
that are convertible into, or exercisable or exchangeable for, Common Stock
prior to or upon the consummation of the Drag Along Sale. Each share of Common
Stock received by a Shareholder upon any such conversion, exercise or exchange
shall be Transferred, subject to the same terms and conditions applicable to all
other shares of Common Stock held by the Shareholders, to the third party
transferee identified in the Drag Notice, as part of the consummation of the
Drag Along Sale.
ARTICLE 6.
NO RAID
6.1 No Raid Covenant. Each Manager agrees that, from the date hereof
----------------
until five years after the termination of such Manager's employment with the
Company and its subsidiaries, such Manager shall not, directly or indirectly,
acting either alone or in concert with others, seek to influence any employee of
the Company or any of its subsidiaries to leave or otherwise terminate such
employee's employment with such entity. Each Manager agrees that, from the date
hereof until three years after the termination of such Manager's employment with
the Company and its subsidiaries, such Manager shall not, directly or
indirectly, solicit or assist any other person in soliciting (other than on
behalf of the Company and its subsidiaries) any customers, clients or suppliers
of the Company or any of its subsidiaries, provided, however, that the
obligations set forth in this sentence shall not apply to a Manager following
the termination of such Manager's employment if such termination is (i) by the
Company and (ii) not for cause.
6.2 Acknowledgments. Each Manager acknowledges that such Manager has
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carefully read and considered all of the terms of this Agreement, including
particularly the terms of this Article 6, that the Company has made a
substantial investment in the Company's business and that the restrictions
provided in this Article 6 are reasonable and necessary for the Company's
protection. Each Manager further acknowledges that damages at law will not be a
measurable or adequate remedy for breach of the covenants contained in this
Article 6, and accordingly each Manager consents to the entry by any court of
competent jurisdiction of any order enjoining such Manager from violating any
such covenants. The parties hereto further agree that if, in any
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judicial proceeding, a court should refuse to enforce any covenants set forth in
this Article 6 because of their term or geographical scope, then such covenants
shall be deemed to be modified to permit their enforcement to the maximum extent
permitted by law.
ARTICLE 7.
TERMINATION; ADDITIONAL PARTIES
7.1 Termination. All rights and obligations set forth in this Agreement
-----------
(other than in Article 6), to the extent not previously terminated, shall
terminate upon an IPO Event.
7.2 Additional Parties. Without the prior written consent of Xxxxxx,
------------------
the Company shall not issue or sell after the date hereof, any shares of Common
Stock to any individual or entity without such individual or entity becoming a
party to this Agreement by agreeing in writing to be bound by the terms hereof.
Any such additional party shall become a Shareholder subject to and bound by all
the terms and conditions of this Agreement. The Company shall promptly notify
each existing party to this Agreement of the addition of each new party hereto
and such notice shall include the requisite information for providing notice to
such new party pursuant to Section 8.6.
ARTICLE 8.
MISCELLANEOUS
8.1 Legend. All certificates evidencing Equity Securities restricted by
------
this Agreement shall bear a legend indicating the existence of the restrictions
imposed hereby and a stop transfer order may be placed with respect to such
securities. The legend referred to in the preceding sentence shall be
substantially in the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TRANSFER RESTRICTIONS AND OTHER TERMS OF A SHAREHOLDERS AGREEMENT
DATED AS OF APRIL 1, 1997, AMONG SOFTWARE AG SYSTEMS, INC. AND
CERTAIN SHAREHOLDERS THEREOF AND MAY NOT BE TRANSFERRED EXCEPT IN
ACCORDANCE WITH SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF SOFTWARE AG SYSTEMS, INC. AND WILL BE
FURNISHED UPON REQUEST TO THE HOLDER OF
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RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.
8.2 Amendment. Except as otherwise expressly set forth in this
---------
Agreement, this Agreement may be amended or supplemented only by the written
agreement of the Company, Xxxxxx and the Managers.
8.3 No Waiver of Rights. No failure or delay on the part of any party
-------------------
in the exercise of any power or right hereunder shall operate as a waiver
thereof. No single or partial exercise of any right or power hereunder shall
operate as a waiver of such right or power or of any other right or power. The
waiver by any party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any other or subsequent breach hereunder.
Except as otherwise expressly provided herein, all rights and remedies existing
under this Agreement are cumulative with, and not exclusive of, any rights or
remedies otherwise available.
8.4 Entire Agreement; Successors; Third Parties. This Agreement
-------------------------------------------
contains the entire agreement among the parties with respect to the transactions
contemplated hereby and supersedes all prior arrangements or understandings with
respect thereto, written or oral. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors, heirs, executors, administrators and permitted assigns.
Except as specifically set forth herein, nothing in this Agreement, expressed or
implied, is intended to confer upon any party, other than the parties hereto and
their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities.
8.5 No Assignment. No party hereto may assign any of its rights or
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obligations under this Agreement to any other person, except that Xxxxxx may
assign part or all of its rights and obligations hereunder to one or more
Affiliates of Xxxxxx.
8.6 Notices. All notices or other communications which are required or
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permitted hereunder shall be in writing and sufficient if delivered personally,
by facsimile or sent by overnight express or by registered or certified mail,
postage prepaid, addressed as follows:
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If to the Company to:
Software AG Systems, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxx XxXxxxxx
Facsimile: 000-000-0000
If to Xxxxxx:
Xxxxxx Equity Investors III, L.P.
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
If to any of the Managers, to the address set forth beneath the signature of
such Manager on the signature page hereof. Notices and other communications to
parties joining this Agreement after the date hereof shall be addressed in
accordance with the information received from the Company pursuant to
Section 7.2.
All deliveries of notice shall be deemed effective when received by the
persons entitled to such receipt or when delivery has been attempted but refused
by such person or persons. Any party may change the persons or addresses to
which such deliveries shall be made with respect to such party by delivering
notice thereof to the other parties hereto in accordance with this Section 8.6.
8.7 Captions. The captions contained in this Agreement are for reference
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purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
8.8 Counterparts. This Agreement may be executed in any number of
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counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
8.9 Governing Law and Venue. The validity, interpretation, construction
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and performance of this Agreement shall be governed by the laws of the
Commonwealth of Virginia applicable to agreements made and entirely to be
performed within such jurisdiction. The party bringing any action under this
Agreement shall only be entitled to choose the federal or state courts in the
Commonwealth of Virginia as the venue for such action, and each party consents
to the jurisdiction of the court chosen in such manner for such action.
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8.10 Severability. The provisions of this Agreement are severable, and
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the unenforceability of any provision of this Agreement shall not affect the
enforceability of the remainder of this Agreement. The parties acknowledge that
it is their intention that if any provision of this Agreement is determined by a
court to be invalid, illegal or unenforceable as drafted, that provision should
be construed in a manner designed to effectuate the purpose of that provision to
the greatest extent possible under applicable law.
8.11 Specific Performance. The rights of the parties under this
--------------------
Agreement are unique and the failure of a party to perform its obligations
hereunder would irreparably harm the other parties hereto. Accordingly, the
parties shall, in addition to such other remedies as may be available at law or
in equity, have the right to enforce their rights hereunder by actions for
specific performance to the extent permitted by law.
8.12 Further Assurances. Each of the parties hereto agrees to execute
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all such further instruments and documents and to take all such further action
as any other party may reasonably require in order to effectuate the terms and
purposes of this Agreement.
8.13 Publicity. No party shall issue any press release or undertake any
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publicity concerning this Agreement or any of the transactions contemplated
hereby without the prior written consent of Xxxxxx.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be executed as of the day and year first
above written.
SOFTWARE AG SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Xxxxxx Xxxxxx
President and Chief
Executive Officer
XXXXXX EQUITY INVESTORS III, L.P.
By: TC Equity Partners, L. L. C.,
its General Partner
By: /s/ Xxxx Xxxxxxxxxx
--------------------------
Xxxx Xxxxxxxxxx
Member
MANAGERS:
/s/ Xxxxxx Xxxxxx
----------------------------------
Xxxxxx Xxxxxx
0000 Xxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
/s/ Xxxxx XxXxxxxx
----------------------------------
Xxxxx XxXxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
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/s/ Xxxxx Xxxx
----------------------------------
Xxxxx Xxxx
0000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
/s/ Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx
00000 Xxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
/s/ Xxxx Xxxxx
----------------------------------
Xxxx Xxxxx
0000 Xxxxxxxxx Xx.
Xxxxx Xxxx, XX 00000
Facsimile: (703) 39l-8111
/s/ Xxxxxx Xxxxxx
----------------------------------
Xxxxxx Xxxxxx
00000 Xxxxx Xxxxx Xxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Exhibit A
Xxxxxx Xxxxxx
Xxxxx XxXxxxxx
Xxxx Xxxxx
Xxxxx Xxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxxxx
