SETTLEMENT AGREEMENT
Exhibit
99.1
SETTLEMENT AGREEMENT, dated
the 18th day of
December, 2008 (this “Agreement”), by and
among SED International Holdings, Inc., a Georgia corporation (the “Company”), Xxxx
Xxxxxxx, an individual shareholder of the Company (“Mrs. Diamond”), and each of
the entities and natural persons listed on Schedule A hereto (such entities and
natural persons, collectively, the “North & Xxxxxxx
Group” and each, individually, a “member” of the North & Xxxxxxx
Group) (each of the Company, Mrs. Diamond and the North & Xxxxxxx Group, a
“Party” to this
Agreement, and collectively, the “Parties”).
WHEREAS, North & Xxxxxxx
Value Opportunities Fund, LP (“NW Fund”) duly
submitted a nomination letter to the Company on August 12, 2008 nominating X.X.
Xxxx III and Xxxxxx X. Kidston as nominees for election to the Company’s Board
of Directors (the “Board”) at the
Company’s 2008 Annual Meeting of Shareholders (the “2008 Annual
Meeting”);
WHEREAS, the Company and the
members of the North & Xxxxxxx Group have determined (i) that the interests
of the Company and its shareholders would be best served at this time by, among
other things, avoiding a proxy solicitation in connection with the 2008 Annual
Meeting and the expense and disruption that may result therefrom and (ii) to
come to an agreement with respect to certain matters related to the 2008 Annual
Meeting and certain other matters, as provided in this Agreement;
and
WHEREAS, all parties are
committed to the common goal of moving the Company to industry leading
performance in terms of profitability, service to its customers and creation of
shareholder value and to exploring and implementing short- and long-term
strategies to accomplish these goals.
NOW, THEREFORE, in
consideration of the foregoing premises and the respective representations,
warranties, covenants and agreements hereinafter set forth, and, intending to be
legally bound hereby, the parties hereby agree as follows:
1. Board Appointments; Committees; Other
Matters.
(a) Board Expansion and Board
Appointments. The Company hereby confirms that the Board has
appointed Messrs. Xxxx and Kidston (each, individually, a “New Director” and
collectively, the “New
Directors”) to serve as directors of the Board. Effective as
of the execution of this Agreement, the Board’s size will be increased from six
(6) to eight (8) directors with Mr. Kidston appointed to the class of directors
whose terms expire in 2008 and Xx. Xxxx appointed to the class of directors
whose terms expire in 2010. Effective as of the execution of this
Agreement, NW Fund hereby withdraws its director nominations in
connection with the 2008 Annual Meeting and NW Fund will hereafter take all
steps necessary to cease, and to cause all members of the North & Xxxxxxx
Group to cease, all efforts to nominate or elect NW Fund’s nominees to the
Board.
(b) Board
Size. The size of the Board will not be increased to more than
eight (8) directors at any time before the Company’s 2009 Annual Meeting of
Shareholders (the “2009 Annual
Meeting”), unless approved by a majority of the independent directors and
at least one of the New Directors.
(c) New Director
Vacancies. If any New Director leaves the Board (whether by
resignation or otherwise) before the 2010 Annual Meeting, the North &
Xxxxxxx Group will be entitled to recommend to the Board replacement director(s)
(each of whom will be deemed a New Director for purposes of this Agreement). The
Board will not unreasonably withhold acceptance of any replacement director(s)
recommended by the North & Xxxxxxx Group. In the event the Board
does not accept a replacement director(s) recommended by the North & Xxxxxxx
Group, the North & Xxxxxxx Group will have the right to recommend additional
replacement director(s) for consideration by the Board. The Board will appoint
such replacement director(s) to the Board no later than five (5) business days
after the Board’s approval of such replacement director(s).
(d) Committees and Committee
Appointments of the New Directors.
(i) Upon
the execution of this Agreement, the Company will take all action necessary in
furtherance of the establishment of a committee to represent the Board in
connection with the negotiation of the Company’s headquarters lease with the
Diamond Chip Group LLC (the “HQ Lease Committee”). The HQ Lease
Committee will be composed of three directors, including one of the New
Directors, one of Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxx and one additional
independent director, other than a director with any direct or indirect
relationship with the Diamond Chip Group LLC, or the trusts holding membership
interests therein, to be named by a majority of the independent
directors. The HQ Lease Committee will be authorized to engage a
nationally recognized commercial real estate broker to negotiate on behalf of
the Company;
(ii) Upon
the execution of this Agreement, the Company will take all action necessary in
furtherance of the establishment of a Nominating & Corporate Governance
Committee and a Legal Affairs Committee and the appointment of at least one of
the New Directors to each of these newly formed committees of the
Board.
(iii) The
Board agrees that it will not establish an Executive Committee of the Board, or
any other committee that has the right to exercise all of the authority of the
Board in the management of the business affairs of the corporation, unless at
least one of the New Directors is appointed to be a member of such
committee.
(iv) The
Board agrees that each standing committee of the Board shall adopt a written
charter as soon as practicable upon the execution of this
Agreement.
(e) Separation of Role of
Chairman and Chief Executive Officer. No later than thirty
(30) calendar days following the execution of this Agreement, the Company agrees
to either (i) separate the roles of Chairman and Chief Executive Officer or (ii)
appoint a Lead Independent Director.
(f) Succession Plan for Senior
Management. As soon as reasonably practicable after the
execution of this Agreement, the Board, together with management, shall create a
succession plan for all senior management positions and shall communicate such
succession plan to the Company’s shareholders.
(g) Change in Control
Arrangements; ‘Evergreen Provisions’. The Board will not
approve any ‘evergreen provisions’ or any change in control arrangements, unless
approved by (i) a majority of the independent directors and (ii) at least one of
the New Directors.
2. Matters Related to 2008 Annual
Meeting.
(a) Board
Declassification. In accordance with the Company’s Articles of
Incorporation, Bylaws and applicable state law, the Board will approve and
submit, recommend and solicit proxies in favor of a resolution for consideration
by its shareholders at the 2008 Annual Meeting to declassify the Company’s Board
to provide for the annual election of all directors (the “Declassification
Proposal”). Under such proposal, if approved by the Company’s
shareholders, the first of such annual elections would take place at the
Company’s 2009 Annual Meeting, with each of the Company’s incumbent directors
whose term expires at the 2009 Annual Meeting and who is re-nominated by the
Company to be elected to one-year terms ending at the 2010 Annual
Meeting. At the 2010 Annual Meeting, each directorship, other than
those held by incumbent directors whose term expires at the 2011 Annual Meeting,
would be subject to election for one-year terms. At the Company’s
2011 Annual Meeting of Shareholders, all of the Company’s directors would be
elected to one-year terms.
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(b) Action by Shareholders
Without a Meeting. In accordance with the Company’s Articles
of Incorporation, Bylaws and applicable state law, the Board will approve and
submit, recommend and solicit proxies in favor of a resolution for consideration
by its shareholders at the 2008 Annual Meeting to amend the Company’s Articles
of Incorporation and Bylaws to allow shareholders holding not less than 66 2/3% of the
shares entitled to vote at a meeting of shareholders to take action by written
consent without a meeting, other than the removal of directors which shall
remain as it currently exists in Company’s Articles of Incorporation (the “Written Consent
Proposal”).
(b) Company
Vote. The Company will hire a proxy solicitor and solicit
proxies for the Declassification Proposal, for the Written Consent Proposal and
for the election of the New Directors in the same manner, if any, as it does
with respect to other directors and other proposals contained in the Company’s
proxy statement for the 2008 Annual Meeting. The Company will use its
reasonable best efforts to cause all Voting Securities (as defined in Section 11) that
members of the Board are entitled to vote at the 2008 Annual Meeting to be voted
in favor of the Declassification Proposal, for the Written Consent Proposal and
for the election of the New Directors.
(c) North & Xxxxxxx
Group
Vote. Each North & Xxxxxxx Group Party will vote, and will
cause its respective Affiliates and Associates (as such terms are defined in
Section 11) to
vote, all Voting Securities (as such term is defined in Section 11) that it
is entitled to vote at the 2008 Annual Meeting (i) in favor of the election of
each of the nominees up for election at the 2008 Annual Meeting, (ii) in favor
of the Declassification Proposal and (iii) in favor of the Written Consent
Proposal. Unless the North & Xxxxxxx Group Parties are not
subject to the standstill obligations pursuant to Section 4(b), each
North & Xxxxxxx Group Party will vote, and will cause its respective
Affiliates and Associates to vote, all Voting Securities that it is entitled to
vote at the 2009 Annual Meeting in favor of the election of all nominees
recommended by the Board.
(d) Xxxx Xxxxxxx
Vote. Mrs. Diamond will vote all Voting Securities (as such
term is defined in Section 11) over
which she has voting control and entitled to be voted by her at the 2008 Annual
Meeting in favor of (i) of the election of each of the nominees up for election
at the 2008 Annual Meeting, (ii) in favor of the Declassification Proposal and
(iii) in favor of the Written Consent Proposal.
(e) 2008 Annual Meeting Date and
Items of Business. The Company will hold its 2008 Annual
Meeting at such time as is determined by the Board; provided, that the
Company will use all reasonable efforts to cause the 2008 Annual Meeting to be
held on or before January 31, 2009. The only items to be put to a shareholder
vote at the 2008 Annual Meeting will be (i) the Declassification Proposal, (ii)
the Written Consent Proposal, (iii) the election of directors and (iv)
ratification of the Company’s auditors; provided, that the Company may submit to
a shareholder vote a proposal to adjourn the 2008 Annual Meeting to a later date
for the purposes of soliciting additional proxies in favor of the
Declassification Proposal or the Written Consent Proposal.
3. Termination. This
Agreement will remain in full force and effect and will be fully binding on the
parties hereto in accordance with the provisions hereof until the earlier of (i)
the date on which the 2009 Annual Meeting concludes without adjournment to a
later date or (ii) January 31, 2010 (the “Termination Date”).
Section 15 and
Section 16 will
survive any termination of this Agreement.
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4. Standstill.
(a) Subject
to Section
4(b), each North & Xxxxxxx Group Party agrees that during the period
commencing on the date hereof and ending on the Termination Date, without the
prior written consent of the Board specifically expressed in a written
resolution adopted by a majority vote of the entire Board, it will not, and will
cause each of its Affiliates, Associates, officers, agents and other Persons
acting on its behalf not to:
(i) engage,
or in any way participate, directly or indirectly, in any “solicitation” (as
such term is defined in Rule 14a-1(l) promulgated by the Securities and Exchange
Commission (the “SEC”) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
proxies or consents (whether or not relating to the election or removal of
directors), seek to advise, encourage or influence any Person with respect to
the voting of any Voting Securities; initiate, propose or otherwise “solicit”
(as such term is defined in Rule 14a-1(l) promulgated by the SEC under the
Exchange Act) shareholders of the Company for the approval of shareholder
proposals whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange
Act or otherwise; induce or attempt to induce any other Person to initiate any
such shareholder proposal; or otherwise communicate or seek to communicate with
the Company’s shareholders or others pursuant to Rule 14a-1(l)(2)(iv) under the
Exchange Act; provided, however, that nothing
herein will limit the ability of any North & Xxxxxxx Group Party, or its
respective Affiliates and Associates, except as otherwise provided in Section 2(c), to vote
its Voting Securities on any matter submitted to a vote of the stockholders of
the Company or announce its opposition to any Board-approved proposals not
supported by the New Directors or limit the ability of the New Directors to
exercise their rights as members of the Board while serving as members of the
Board;
(ii) form,
join or in any way participate in any “group” (within the meaning of Rule 13d-5
of Regulation 13D-G under the Exchange Act) with respect to any Voting
Securities, other than the Section 13(d) “group” that includes all or some
lesser number of the North & Xxxxxxx Group Parties, but does not include any
other members who are not currently identified as a North & Xxxxxxx Group
Party;
(iii) have
any discussions or communications, or enter into any arrangements, understanding
or agreements (whether written or oral) with, or advise, finance, assist or
encourage, any other Person in connection with any of the foregoing, or make any
investment in or enter into any arrangement with, any other Person that engages,
or offers or proposes to engage, in any of the foregoing;
(iv) make
any proposal (including publicly disclose or discuss any proposal) or enter into
any discussion regarding any of the foregoing, or make any proposal, statement
or inquiry, or disclose any intention, plan or arrangement (whether written or
oral) inconsistent with the foregoing; provided, however, that nothing
herein will limit the ability of any North & Xxxxxxx Group Party, or its
respective Affiliates and Associates, except as otherwise provided in Section 2(c), to vote
its Voting Securities on any matter submitted to a vote of the stockholders of
the Company or announce its opposition to any Board-approved proposals not
supported by the New Directors or limit the ability of the New Directors to
exercise their rights as members of the Board while serving as members of the
Board; or
(v) take
or cause or induce others to take any action inconsistent with any of the
foregoing.
4
(b) Each
North & Xxxxxxx Group Party will be released from its standstill obligations
set forth in Section
4(a) and its obligations under Section 8 on the date
that is thirty (30) days before the last date on which a shareholder of the
Company may submit nominations for the Board in connection with the 2009 Annual
Meeting (the “2009
Nomination Deadline”), if any of the following conditions (the
“Standstill Conditions”) have not been satisfied as of the date that is thirty
(30) days before the 2009 Nomination Deadline:
(i) the
Board and management have adopted a three-year business plan;
(ii) the
Company has increased transparency through the issuance of quarterly earnings
press releases, the holding of quarterly conference calls in which management
reports on the Company’s results, plans and progress and is available for
questions and the creation of an “investors relations” section on the Company’s
website that includes archived press releases and conference call
transcripts;
(iii) the
Board has interviewed at least two outside investor relations firms and, if
appropriate, has engaged an outside investor relations firm; and
(iv) the
Company has achieved fiscal year 2009 Operating Income/Loss in accordance with
the attached Operating/Loss standards set forth on Schedule B.
(c) In
the event the Company fails to meet any of the Standstill Conditions set forth
in Section 4(b)
and the deadline for submitting notice of director nominations for election at
the 2009 Annual Meeting has passed, the North & Xxxxxxx Group shall have
shall have ten (10) days from the date that the Company files its Annual Report
on Form 10-K for the fiscal year ending June 30, 2009 to nominate persons for
election as members of the Board at the 2009 Annual Meeting.
(d) Failure
to comply with any of the Standstill Conditions may be waived by either New
Director.
5. Representations and Warranties of the
North & Xxxxxxx Group. Each North & Xxxxxxx Group
Party represents and warrants as follows:
(a) Each
North & Xxxxxxx Group Party has the power and authority to execute, deliver
and carry out the terms and provisions of this Agreement and to consummate the
transactions contemplated hereby.
(b) This
Agreement has been duly and validly authorized, executed, and delivered by each
North & Xxxxxxx Group Party, constitutes a valid and binding obligation and
agreement of each North & Xxxxxxx Group Party, and is enforceable against
each North & Xxxxxxx Group Party in accordance with its terms.
6. Representations and Warranties of the
Company. The Company hereby represents and warrants as
follows:
(a) The
Company has the corporate power and authority to execute, deliver and carry out
the terms and provisions of this Agreement and to consummate the transactions
contemplated hereby.
5
(b) This
Agreement has been duly and validly authorized, executed and delivered by the
Company, constitutes a valid and binding obligation and agreement of the
Company, and is enforceable against the Company in accordance with its
terms.
7. Specific
Performance. Each of the North & Xxxxxxx Group, on the one
hand, and the Company, on the other hand, acknowledges and agrees that
irreparable injury to the other party hereto would occur in the event any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached and that such injury would not be
adequately compensable in damages. It is accordingly agreed that the North &
Xxxxxxx Group, on the one hand, and the Company, on the other hand (the “Moving Party”), will
each be entitled to seek specific enforcement of, and injunctive relief to
prevent any violation of, the terms hereof and the other party hereto will not
take action, directly or indirectly, in opposition to the Moving Party seeking
such relief on the grounds that any other remedy or relief is available at law
or in equity.
8. Press
Release. Immediately following the execution and delivery of
this Agreement, the Company will issue the press release attached hereto as
Exhibit A (the
“Press
Release”). None of the parties hereto will before the Termination Date
make any public statements (including in any filing with the SEC or any other
regulatory or governmental agency, including any stock exchange) that are
inconsistent with, or otherwise contrary to, the statements in the Press Release
issued pursuant to this Section 8. Following
the date hereof, no North & Xxxxxxx Group Party, nor any of their respective
Affiliates or Associates, will, before the Termination Date, issue or cause the
publication of any press release or other public announcement with respect to
this Agreement, the Company, its management or the Board or the Company’s
business without prior written consent of the Company, provided, however, that the
North & Xxxxxxx Group, or any member thereof, may make such filings as are
required by law or as may be required by law per advice from its outside
counsel; provided further, that nothing
herein will limit the ability of any North & Xxxxxxx Group Party, its
respective Affiliates and Associates to publicly announce its opposition to any
Board-approved proposals not supported by the New Directors.
9. Expenses. Within
ten (10) business days following the date of this Agreement, the Company will
reimburse the North & Xxxxxxx Group the amount of $112,500 for its
reasonable out-of-pocket fees and expenses incurred on or before the date hereof
in connection with its planned proxy solicitation and the negotiation and
execution of this Agreement and all related activities and matters.
10. No Waiver. Any
waiver by either the North & Xxxxxxx Group or the Company of a breach of any
provision of this Agreement will not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of either the Representative or the Company to
insist upon strict adherence to any term of this Agreement on one or more
occasions will not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Agreement.
11. Certain
Definitions. As used in this Agreement, (a) the term “Person” will mean any
individual, partnership, corporation, group, syndicate, trust, government or
agency, or any other organization, entity or enterprise; (b) the terms “Affiliates” and
“Associates”
will have the meanings set forth in Rule 12b-2 under the Exchange Act and will
include Persons who become Affiliates or Associates of any Person subsequent to
the date hereof; (c) the term “Voting Securities”
will mean any securities of the Company entitled, or which may be entitled, to
vote in the election of directors, or securities convertible into or exercisable
or exchangeable for such securities, whether or not subject to passage of time
or other contingencies; and (d) the terms “beneficial owner” and
“beneficially
own” have the same meanings as set forth in Rule 13d-3 promulgated by the
SEC under the Exchange Act.
6
12. Successors and
Assigns. Neither this Agreement nor any right, interest or
obligation hereunder may be assigned by any party hereto without the prior
written consent of the other parties hereto and any attempt to do so will be
void. Subject to the preceding sentence, this Agreement is binding upon, inures
to the benefit of and is enforceable by the parties hereto and their respective
successors and assigns.
13. Entire Agreement;
Amendments. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter hereof. There are no
restrictions, agreements, promises, representations, warranties, covenants or
undertakings other than those expressly set forth herein. This Agreement may be
amended only by a written instrument duly executed by the parties hereto or
their respective successors or assigns.
14. Headings. The
section headings contained in this Agreement are for reference purposes only and
will not affect in any way the meaning or interpretation of this
Agreement.
15. Notices. All notices, demands
and other communications to be given or delivered under or by reason of the
provisions of this Agreement will be in writing and will be deemed to have been
given (a) when delivered by hand (with written confirmation of receipt), (b)
upon sending if sent facsimile, with electronic confirmation of sending; provided, however, that a copy
is sent on the same day by registered mail, return receipt requested, in each
case to the appropriate mailing address set forth below (or to such other
mailing address as a party may designate by notice to the other parties in
accordance with this Section 15), (c)
one (1) day after being sent by nationally recognized overnight carrier to the
addresses set forth below (or to such other mailing addresses as a party may
designate by notice to the other parties in accordance with this Section 15) or (d)
when actually delivered if sent by any other method that results in delivery
(with written confirmation of receipt):
| If to the Company: | SED International
Holdings, Inc.
0000
Xxxxx Xxxxx Xxxxxxx Xxxxx
Xxxxxx,
Xxxxxxx 00000
Attn:
Xxxx Xxxxxxx, CEO
Facsimile:
(000) 000-0000
|
| with a copy to: |
Morse,
Zelnick, Rose & Lander, LLP
Suite
1401
000
Xxxx Xxxxxx
Xxx
Xxxx, XX 00000
Attn:
Xxxxxxx Xxxxxxx, Esq.
Facsimile:
(000) 000-0000
|
| If to the North & Xxxxxxx Group: |
Xxxxxx
X. Kidston
c/o
North & Xxxxxxx, LLC
0000
Xxxxxxxxxxxxx Xxx.
Xxxxxxxxx,
Xxxxxxxxxxxxx 00000
Facsimile:
(000) 000-0000
|
| with a copy to: |
Xxxxxx
Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
00
Xxxx 00xx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxxx Xxxxxxx, Esq.
Facsimile:
(000) 000-0000
|
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or to
such other address as the Person to whom notice is given may have previously
furnished to the others in writing in the manner set forth above.
16. Jurisdiction; Applicable
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York without reference
to the conflict of laws principles thereof. Each of the Parties hereto
irrevocably agrees that any legal action or proceeding with respect to this
Agreement and the rights and obligations arising hereunder, or for recognition
and enforcement of any judgment in respect of this Agreement and the rights and
obligations arising hereunder brought by the other party hereto or its
successors or assigns, shall be brought and determined exclusively in the courts
within the State of New York. Each of the Parties hereto hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect of its property, generally and unconditionally, to the personal
jurisdiction of the aforesaid courts and agrees that it will not bring any
action relating to this Agreement in any court other than the aforesaid courts.
Each of the parties hereto hereby irrevocably waives, and agrees not to assert
in any action or proceeding with respect to this Agreement, (i) any claim
that it is not personally subject to the jurisdiction of the above-named courts
for any reason, (ii) any claim that it or its property is exempt or immune
from jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise)
and (iii) to the fullest extent permitted by applicable legal requirements,
any claim that (A) the suit, action or proceeding in such court is brought in an
inconvenient forum, (B) the venue of such suit, action or proceeding is improper
or (C) this Agreement, or the subject mater hereof, may not be enforced in or by
such courts.
17. Counterparts. This
Agreement may be executed in counterparts, each of which will be an original,
but all of which together will constitute one and the same
Agreement.
[The
remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, each of
the undersigned parties has executed or caused this Agreement to be executed or
caused to be executed on its behalf on the date first above
written.
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SED
INTERNATIONAL HOLDINGS, INC.
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By:
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/s/
Xxxx Xxxxxxx
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Name:
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Xxxx
Xxxxxxx
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Title:
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Chief
Executive Officer
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/s/
Xxxx Xxxxxxx
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Xxxx
Xxxxxxx, Individually
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HUMMINGBIRD
VALUE FUND, L.P.
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By:
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Hummingbird
Capital, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
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Managing
Member
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HUMMINGBIRD
MICROCAP VALUE FUND, L.P.
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By:
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Hummingbird
Capital, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
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Managing
Member
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TARSIER
NANOCAP VALUE FUND, L.P.
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By:
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Hummingbird
Capital, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
|
Managing
Member
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HUMMINGBIRD
MANAGEMENT, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
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Managing
Member
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/s/
Xxxx X. Xxxxxx
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Xxxx
X. Xxxxxx
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NORTH
& XXXXXXX VALUE OPPORTUNITIES FUND, LP
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By:
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North
& Xxxxxxx, LLC,
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its
General Partner
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By:
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/s/
Xxxxxx X. Kidston
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Name:
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Xxxxxx
X. Kidston
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Title:
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Managing
Member
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NORTH
& XXXXXXX FUND II, LP
|
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By:
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North
& Xxxxxxx, LLC,
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its
General Partner
|
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By:
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/s/
Xxxxxx X. Kidston
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Name:
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Xxxxxx
X. Kidston
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Title:
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Managing
Member
|
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NORTH
& XXXXXXX, LLC
|
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By:
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/s/
Xxxxxx X. Kidston
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Name:
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Xxxxxx
X. Kidston
|
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Title:
|
Managing
Member
|
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/s/
Xxxxxx X. Kidston
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Xxxxxx
X. Kidston
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DEEP
XXXXX PARTNERS LP
|
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By:
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/s/
Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
|
||
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Title:
|
Managing
Partner
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DEEP
XXXXX PARTNERS QP, LP
|
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By:
|
/s/
Xxxx Xxxxxx
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||
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Name:
|
Xxxx
Xxxxxx
|
||
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Title:
|
Managing
Partner
|
||
|
/s/
Xxxx Xxxxxx
|
|
|
Xxxx
Xxxxxx
|
|
/s/
Xxxxx X. Xxxx
|
|
|
Xxxxx
X. Xxxx
|
|
/s/
X.X. Xxxx III
|
|
|
X.X.
Xxxx III
|
Schedule
A
|
HUMMINGBIRD
VALUE FUND, L.P.
|
|
HUMMINGBIRD
MICROCAP VALUE FUND, L.P.
|
|
TARSIER
NANOCAP VALUE FUND, L.P.
|
|
HUMMINGBIRD
MANAGEMENT, LLC
|
|
Xxxx
X. Xxxxxx
|
|
NORTH
& XXXXXXX VALUE OPPORTUNITIES FUND,
LP
|
|
NORTH
& XXXXXXX FUND II, LP
|
|
NORTH
& XXXXXXX, LLC
|
|
Xxxxxx
X. Kidston
|
|
DEEP
XXXXX PARTNERS LP
|
|
DEEP
XXXXX PARTNERS QP, LP
|
|
Xxxx
Xxxxxx
|
|
Xxxxx
X. Xxxx
|
|
X.X.
Xxxx III
|
