VOTING AGREEMENT AND IRREVOCABLE PROXY
Exhibit 99.1
This Voting Agreement and Irrevocable Proxy dated as of May 6, 2009 (this “Agreement”) is
among each of the individuals or entities listed on a signature page hereto (each, a “Shareholder")
and Cenveo, Inc., a Colorado corporation (“Parent”). Capitalized terms used but not defined herein
have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this
Agreement (the “Merger Agreement") among Parent, NM Acquisition Corp., a Massachusetts corporation
and a wholly owned subsidiary of Parent (“Merger Sub”), and Nashua Corporation, a Massachusetts
corporation (the “Company”).
Each Shareholder is a principal shareholder or director or executive officer of the Company
and owns the number of shares of Company Common Stock set forth next to his, her or its name on
Schedule A (the “Schedule A Shares") and the securities exercisable or exchangeable for, or
convertible into, Company Common Stock set forth next to his, her or its name on Schedule A
(together with the Schedule A Shares, the “Schedule A Securities”).
Concurrently with the execution and delivery of this Agreement, Parent, Merger Sub and the
Company are entering into the Merger Agreement, which provides for, among other things, the merger
of Merger Sub and the Company upon the terms and subject to the conditions set forth therein.
As a condition to Parent’s willingness to enter into the Merger Agreement, Parent has required
each Shareholder to enter into this Agreement.
In consideration of the foregoing and the mutual covenants, representations, warranties and
agreements set forth herein, and intending to be legally bound, the parties agree as follows:
Section 1. Covenants of the Shareholders.
(a) During the period beginning on the date of this Agreement and ending on the earlier of (x)
the Effective Time and (y) the termination of the Merger Agreement in accordance with its terms
(the “Agreement Period”), each Shareholder hereby agrees to:
(i) be present, in person or represented by proxy, at each meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of the shareholders of the
Company, however called, so that all of such Shareholder’s Schedule A Shares and all of the
other shares of Company Common Stock and other shares of capital stock of the Company that
such Shareholder becomes entitled to vote after the date of this Agreement (together with
the Schedule A Shares, the “Shares") may be counted for purposes of determining the presence
of a quorum at such meeting;
(ii) at each such meeting, and at any adjournment or postponement thereof, vote (and in
connection with any solicitation for a written consent, timely execute and deliver a written
consent with respect to) the Shares to: (A) approve and adopt the Merger Agreement and all
agreements related to the Merger and any action required in furtherance thereof; and (B)
without limitation of the preceding clause (A), approve any proposal to adjourn or postpone
the Company Shareholders Meeting to a
later date if there are not sufficient votes for approval and adoption of the Merger
Agreement on the date on which the Company Shareholders Meeting is held; and
(iii) at each such meeting, and at any adjournment or postponement thereof, vote
against (and in connection with any solicitation for a written consent, withhold and not
grant such Shareholder’s consent with respect to): (A) any action or agreement that would
reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, or
prevent or delay the consummation of the transactions contemplated by the Merger Agreement
and (B) any Acquisition Proposal (other than the Merger) and any action required in
furtherance thereof.
(b) During the Agreement Period, each Shareholder will not, directly or indirectly: (i)
solicit or initiate the making of, or take any other action to knowingly facilitate any inquiries
or the making of any proposal that constitutes or may reasonably be expected to lead to, any
Acquisition Proposal; (ii) participate in any way in discussions or negotiations with, or furnish
or disclose any information to, any Person (other than Parent or any of its Representatives) in
connection with any Acquisition Proposal; or (iii) publicly announce that he, she or it is
considering approving or recommending any Acquisition Proposal; provided, however,
that, prior to the No-Shop Period Start Time, a Shareholder that is an entity may, at the request
of the Board of Directors of the Company, take any action that the Company is permitted to take
pursuant to Section 5.6(a) of the Merger Agreement if and for so long as the Acquisition Proposal
Obligations are satisfied. Each Shareholder agrees to notify Parent promptly (but in no event
later than one Business Day) after receipt by such Shareholder (in its capacity as such) of any
Acquisition Proposal or of any request for information relating to the Company or any of its
Subsidiaries or for access to the business, properties, assets, books or records of the Company or
any of its Subsidiaries by any Person that such Shareholder reasonably believes is seeking to
make, or has made, an Acquisition Proposal. Notwithstanding anything in this Section 1(b) to the
contrary (and without limitation of the proviso in the first sentence of this Section 1.(b)), in
the event that the Board of Directors of the Company is permitted to engage in negotiations or
discussions with any Person who made an unsolicited bona fide written Acquisition
Proposal in accordance with Section 5.6 of the Merger Agreement, each Shareholder shall be
permitted, at the request of the Board of Directors of the Company, to respond to inquiries from,
and discuss such Acquisition Proposal with, the Board of Directors of the Company. Notwithstanding
anything in this Agreement to the contrary, this Section 1(b) shall not be construed to limit acts
taken by any Shareholder who is an individual in his or her capacity as an officer or director of
the Company that do not violate any of the provisions of Section 5.6 of the Merger Agreement.
(c) During the Agreement Period, each Shareholder will not, and he, she or it will not cause,
suffer or permit any of his, her or its Affiliates to, enter into any Short Sales (as defined
below).
“Short Sale” means (i) a sale of Parent Common Stock that is marked as a short sale; (ii) any
entering into or establishment of any arrangement constituting a “put equivalent position” (as
defined by Rule 16a-1(h) promulgated under the Exchange Act) with respect to any Parent Common
Stock; (iii) entering into any swap, option or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of
Parent Common Stock, whether any such swap or transaction is to be settled by delivery of Parent
Common Stock or other securities, in cash or otherwise; or (iv) the announcement of any intent to
do any of the foregoing.
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Section 2. Irrevocable Proxy. Each Shareholder, revoking any proxies that he or it
has heretofore granted, hereby irrevocably appoints Parent as attorney and proxy for and on behalf
of such Shareholder, for and in the name, place and stead of such Shareholder, to: (a) attend any
and all meetings of the shareholders of the Company; (b) vote the Shareholder’s Shares in
accordance with the provisions of Sections 1(a)(ii) and (iii) at any such meeting; (c) grant or
withhold in accordance with the provisions of Sections 1(a)(ii) and (iii) all written consents with
respect to such Shares; and (d) represent and otherwise act for such Shareholder in the same manner
and with the same effect as if such Shareholder were personally present at any such meeting. The
foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable (and as such
shall survive and not be affected by the death, incapacity, mental illness or insanity of such
Shareholder) until the end of the Agreement Period and shall not be terminated by operation of Law
or upon the occurrence of any other event other than following a termination of this Agreement
pursuant to Section 5.4. Each Shareholder authorizes such attorney and proxy to substitute any
other Person to act hereunder, to revoke any substitution and to file this proxy and any
substitution or revocation with the Secretary of the Company. Each Shareholder hereby affirms that
the irrevocable proxy set forth in this Section 2 is given in connection with the execution by
Parent of the Merger Agreement and that such irrevocable proxy is given to secure the obligations
of the Shareholder under Section 1. The irrevocable proxy set forth in this Section 2 is executed
and intended to be irrevocable.
Section 3. Representations and Warranties of Each Shareholder. Each Shareholder,
severally and not jointly, represents and warrants to Parent as follows:
3.1. Organization. If such Shareholder is not an individual, it is a limited
partnership duly organized, validly existing and in good standing under the Laws of the
jurisdiction of its organization and has full limited partnership power and authority to own,
operate and lease the properties owned or used by it and to carry on its business as and where such
is now being conducted.
3.2 Authorization. If such Shareholder is not an individual, it has full
limited partnership (or other) power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. If such shareholder is an individual, he or she
has all requisite capacity to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by such Shareholder and
constitutes a valid and legally binding obligation of such Shareholder enforceable against such
Shareholder in accordance with its terms.
3.3. No Violation.
(a) The execution and delivery of this Agreement by such Shareholder does not, and the
consummation by such Shareholder of transactions contemplated hereby will not, conflict with, or
result in any violation of, or constitute a default (with or without notice or lapse of time, or
both) under, or give rise to a right of, or result by its terms in the, termination, amendment,
cancellation or acceleration of any obligation or the loss of a material benefit under, or to
increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or
create any obligation to make a payment to any other Person under, or result in the creation of a
Lien on, or the loss of, any Shares of such Shareholder pursuant to: (i) if such Shareholder is
not an individual, any provision of its certificate of limited partnership or agreement of
limited partnership (or similar organizational documents with different names); or (ii) any
Contract to
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which such Shareholder is a party or by which any of his, her or its properties or assets is
bound or any Order or Law applicable to such Shareholder or his, her or its properties or assets.
(b) No consent, approval, Order or authorization of, or registration, declaration or filing
with, any Governmental Entity or any other Person is required by or with respect to such
Shareholder in connection with the execution and delivery of this Agreement by such Shareholder or
the consummation by such Shareholder of the transactions contemplated hereby.
3.4. Ownership of Schedule A Securities. Such Shareholder is the sole legal and
beneficial owner of all of the shares of Company Common Stock and the other Schedule A Securities
set forth next to his, or her or its name on Schedule A, free and clear of all Liens and
has not entered into any voting agreement (other than this Agreement) with or granted any Person
any proxy (revocable or irrevocable) with respect to such shares (other than this Agreement). Such
Shareholder does not legally or beneficially own or have the right to acquire any securities of the
Company other than the Schedule A Securities set forth next to his, her or its name on Schedule
A. As of the time of any meeting of the shareholders of the Company referred to in Section
1(a)(i) and with respect to any written consent of the shareholders of the Company referred to in
Sections 1(a)(ii) or (iii), the Shareholder will be the sole legal and beneficial owner of all of
the Schedule A Securities, free and clear of all Liens, other than those Schedule A Securities to
whose Transfer Parent has agreed pursuant to Section 4.
4. No Transfers.
(a) Each Shareholder hereby agrees that he, she or it shall not, without the prior
written consent of Parent (which consent may be witheld in Parent’s sole dicretion) sell, transfer,
assign, encumber or otherwise dispose (each, a “Transfer”) any Shares during the Agreement Period;
provided, however, that a Shareholder may during the Agreement Period Transfer some
or all of his, her or its Shares to an Affiliate (including, without limitation, in the case of a
Shareholder that is a limited partnership, a limited partner) of such Shareholder who shall,
concurrently with the effectiveness of such Transfer, execute and deliver to Parent a joinder to
this Agreement in form and substance satisfactory to Parent.
(b) With respect to any Shareholder’s Shares that are represented by certificates, each
Shareholder shall (x) promptly (but in any event within three Business Days after the date of this
Agreement), deliver each such certificate to the Company’s transfer agent in order to print, type,
stamp or otherwise impress the following legend on each such certificate and (y) cause any
certificates issued in exchange therefor or upon Transfer thereof (other than to Parent or any
Subsidiary of Parent) to be printed, typed, stamped or otherwise impressed with the following
legend:
“The shares represented by this certificate are subject to certain voting and
transfer restrictions contained in the Voting Agreement and Irrevocable Proxy dated
as of May 6, 2009 among Cenveo, Inc. and certain shareholders of Nashua Corporation,
as the same may be amended from time to time. A copy of such Voting Agreement and
Irrevocable Proxy is available at the principal executive office of Nashua
Corporation.”
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(c) With respect to any Shareholder’s Shares held by a broker in such broker’s name for the
benefit of such Shareholder, such Shareholder shall promptly (but in any event within one Business
Day after the date of this Agreement) deliver a letter to the broker that informs the broker of
such Shareholder’s obligations under this Agreement.
(d) Each Shareholder hereby authorizes Parent to direct the Company to impose stop orders to
prevent the Transfer of any Shares on the books of the Company in violation of this Agreement.
Section 5. Miscellaneous.
5.1. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed duly given or made as of the date of receipt if delivered personally, sent by
telecopier or facsimile (and sender shall bear the burden of proof of delivery), sent by overnight
courier (providing proof of delivery) or sent by registered or certified mail (return receipt
requested, postage prepaid), in each case, to the parties at the following addresses or facsimile
numbers (or at such other address or facsimile number for a party as shall be specified by like
notice):
If to Parent:
Cenveo, Inc.
000 Xxxxx Xxxxxx, 0xx Xxxxx
One Canterbury Green
Stamford, CT 106901
Attention: General Counsel
Facsimile: (000) 000-0000
000 Xxxxx Xxxxxx, 0xx Xxxxx
One Canterbury Green
Stamford, CT 106901
Attention: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxx & Xxxx LLP
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Xxx Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
If to a Shareholder, to his, her or its address set forth on a signature page hereto.
5.2. Entire Agreement; No Third Party Beneficiaries.
(a) This Agreement constitutes the entire agreement, and supersedes all prior understandings,
agreements or representations, by or among the parties hereto with respect to the subject matter
hereof.
(b) This Agreement shall not confer any rights or remedies upon any Person other than the
parties hereto and their respective permitted successors and permitted assigns.
5.3. Assignment; Binding Effect. Neither any Shareholder, on the one hand, nor
Parent, on the other hand, may assign this Agreement or any of his, her or its rights, interests or
obligations hereunder (whether by operation of Law or otherwise) without the prior written
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approval of Parent or the Shareholders, as applicable, and any attempted assignment without
such prior written approval shall be void and without legal effect; provided,
however, that Parent may assign its rights hereunder to a direct or indirect wholly-owned
Subsidiary of Parent. Subject to the preceding sentence, this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted successors and permitted
assigns.
5.4. Termination. This Agreement shall terminate on the earlier to occur of (a) the
Effective Time and (b) the termination of the Merger Agreement in accordance with its terms;
provided, however, no such termination shall relieve or release any Shareholder
from any obligations or liabilities arising out of his, her or its breach of this Agreement.
5.5. Governing Law; Consent to Jurisdiction. Except to the extent that the laws of
the Commonwealth of Massachusetts are mandatorily applicable to the Merger, this Agreement and the
transactions contemplated hereby, this Agreement shall be governed by and construed in accordance
with the laws of the State of New York that apply to Contracts made and performed entirely within
such State. Each party hereto agrees that any dispute or disagreement between or among any of the
parties hereto as to the interpretation of any provision of, or the performance of obligations
under, this Agreement shall be commenced and prosecuted in its entirety solely in the United States
District Court for the Southern District of New York and any reviewing appellate court thereof. If
the United States District Court for the Southern District of New York, or any reviewing appellate
court thereof, finds that it does not have jurisdiction over the dispute or disagreement, then and
only then can the parties proceed in state court and the parties hereby agree that any such dispute
will only be brought in state court in New York County, New York. Each party hereto consents to
personal and subject matter jurisdiction and venue in such New York federal or state courts (as the
case may be) and waives and relinquishes all right to attack the suitability or convenience of such
venue or forum by reason of their present or future domiciles, or by any other reason. The parties
hereto acknowledge that all directions issued by the forum court, including all injunctions and
other decrees, will be binding and enforceable in all jurisdictions and countries.
5.6. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any Law or public policy, then all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party hereto. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner so that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.
5.7. Enforcement of Agreement. Each Shareholder agrees that money damages or any
other remedy at law would not be a sufficient or adequate remedy for any actual or threatened
breach or violation of, or default under, this Agreement by such Shareholder and that, in addition
to all other available remedies, Parent shall be entitled, to the fullest extent permitted by Law,
to an injunction restraining such actual or threatened breach, violation or default and to any
other equitable relief, including specific performance, without bond or other security being
required.
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5.8. WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
5.9. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together will constitute one and the same
instrument.
5.10. Headings. The Article and Section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or interpretation of this
Agreement.
5.11. Interpretation. Any reference to any supranational, national, state,
provincial, municipal, local or foreign Law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context otherwise requires. When a reference is
made in this Agreement to Sections or Schedules, such reference shall be to a Section of or
Schedule to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.”
5.12. No Presumption. This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party drafting or causing
any instrument to be drafted.
5.13 Several Obligations. Each Shareholder’s obligations under this Agreement are
several and not joint, and no Shareholder shall have any liability or obligation under this
Agreement for any breach hereunder by any other Shareholder.
[The next page is the signature page]
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The parties hereto have executed this Voting Agreement and Irrevocable Proxy as of the date
first written above.
CENVEO, INC. |
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By: | /s/ Xxxx X. Xxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxx | |||
Title: | Chief Financial Officer | |||
[Shareholder Signatures Begin on the Next Page]
[SHAREHOLDER] | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Address: | ||||||
00 Xxxxxxxxxx Xxxx | ||||||
Xxxxxxxx, XX 00000 | ||||||
Facsimile: (000) 000-0000 | ||||||
xxxxxxx@xxxxx.xxx |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
[SHAREHOLDER] | ||||||
By: | /s/ L. Xxxxx Xxxxxxx | |||||
Name: L. Xxxxx Xxxxxxx | ||||||
Address: | ||||||
000 Xxxxxx Xxxxx Xxxx | ||||||
Xxx Xxxxxx, XX 00000 | ||||||
Facsimile: (000) 000-0000 |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
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[SHAREHOLDER] | ||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||
Name: Xxxxxx X. Xxxxxxx | ||||||
Title: President and CEO | ||||||
Address: | ||||||
0000 X. Xxxxx | ||||||
Xxx Xxxx, XX 00000 | ||||||
Facsimile: (______) _____- |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
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[SHAREHOLDER] | ||||||
By: | /s/ Xxxxx Xxxx | |||||
Name: Xxxxx Xxxx | ||||||
Address: | ||||||
Facsimile: ( ) _____- |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
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[SHAREHOLDER] | ||||||
By: | /s/ Xxxxxxx Xxxxxxxxxx | |||||
Name: Xxxxxxx Xxxxxxxxxx | ||||||
Title: Director | ||||||
Address: | ||||||
00000 Xxxxxxxxx Xx. | ||||||
Xxxxxxxxx, XX 00000 | ||||||
Facsimile: (000) 000-0000 |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
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[SHAREHOLDER] | ||||||
By: /s | / Xxxx XxXxxxx | |||||
Name: Xxxx XxXxxxx | ||||||
Title: Vice President Sales and Marketing | ||||||
Address: | ||||||
0000 Xxxxxxxx Xx. | ||||||
Xxxxxxxxxx, XX 00000 | ||||||
Facsimile: ( ) ____- |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
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[SHAREHOLDER] | ||||||
By: | /s/ Xxxx X. Xxxxxxxxx | |||||
Name: Xxxx X. Xxxxxxxxx | ||||||
Address: | ||||||
0 Xxxxxx XX | ||||||
Xxxxxx, XX 00000 | ||||||
Facsimile: (000) 000-0000 |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
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[SHAREHOLDER] | ||||||
By: | /s/ Xxxx Xxxxxxx | |||||
Name: Xxxx Xxxxxxx | ||||||
Address: | ||||||
x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. | ||||||
000 Xxxxxxxx Xxxxx, Xxxxx 0000 | ||||||
Xxxxxx, Xxxxx 00000 | ||||||
Facsimile: (000) 000-0000 |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
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Xxxxxxxxx Partners, L.P. | ||||||
By: | /s/ Xxxx X. Xxxxxxx | |||||
Name: | Xxxx X. Xxxxxxx | |||||
Title: | CEO, Newcastle Capital Management, L.P., its General Partner | |||||
Address: | ||||||
000 Xxxxxxxx Xxxxx, Xxxxx 0000 | ||||||
Xxxxxx, Xxxxx 00000 | ||||||
Facsimile: (000) 000-0000 |
[Voting Agreement and Irrevocable Proxy — Shareholder Signature Page]
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SCHEDULE A
Shares of | Other | |||||||
Name | Company Common Stock | Schedule A Securities | ||||||
Xxxxxx X. Xxxxxx |
87,120 | 8,095 | (1) | |||||
L. Xxxxx Xxxxxxx |
6,000 | 18,095 | (2) | |||||
Xxxxxx X. Xxxxxxx |
140,190 | 0 | ||||||
Xxxxx Xxxx (6) |
86,718 | 20,795 | (3) | |||||
Xxxxxxx X. Xxxxxxxxxx |
100 | 8,095 | (1) | |||||
Xxxx XxXxxxx |
66,841 | 0 | ||||||
Xxxx Xxxxxxxxx |
60,868 | 65,000 | (4) | |||||
Xxxx Xxxxxxx (7) |
4,802 | 15,795 | (5) | |||||
Newcastle Partners, L.P. |
798,437 |
(1) | Includes 8,095 restricted stock units, all of which are vested as of the date of the Agreement. | |
(2) | Includes 10,000 stock options and 8,095 restricted stock units, all of which are vested as of the date of the Agreement. | |
(3) | Includes 12,700 stock options and 8,095 restricted stock units, all of which are vested as of the date of the Agreement.. | |
(4) | Includes 65,000 stock options, all of which are vested as of the date of the Agreement.. | |
(5) | Includes 7,700 stock options and 8,095 restricted stock units, all of which are vested as of the date of the Agreement. | |
(6) | Includes 14,000 shares held by GF Limited Partnership in which Xx. Xxxx is a general partner and 10,967 shares held by AVG Limited Partnership in which Xx. Xxxx is a general partner. Xx. Xxxx disclaims beneficial ownership of these shares. Also includes 53,749 shares |
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held by JYG Limited Partnership in which Xx. Xxxx’x spouse is a general partner. Xx. Xxxx disclaims beneficial ownership of these shares. | ||
(7) | Xx. Xxxxxxx, as the managing member of Newcastle Capital Group, LLC (the general partner of Newcastle Capital Management, L.P., which in turn is the general partner of Newcastle Partners, L.P.), may also be deemed to beneficially own 798,437 shares of Common Stock beneficially owned by Newcastle Partners, L.P., which shares are subject to this Voting Agreement. |
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