EXHIBIT 5
EXCHANGE AGREEMENT
This Exchange Agreement (the "Agreement") is made and entered into
as of June 20, 2002, by and among Nortek, Inc., a Delaware corporation
("Nortek"), Nortek Holdings, Inc., a Delaware corporation and a wholly owned
subsidiary of Nortek ("Nortek Holdings"), K Holdings, Inc., a Delaware
corporation ("K Holdings"), and Xxxxxxx X. Xxxxxx (the "Stockholder").
References herein to the "Company" shall be deemed to be references to Nortek,
prior to the Holding Company Merger (as defined in the Recapitalization
Agreement (as defined below)), and to Nortek Holdings, from and after the
Holding Company Merger.
WHEREAS, Nortek, Nortek Holdings and K Holdings, have entered into
an Agreement and Plan of Recapitalization, dated as of June 20, 2002 (the
"Recapitalization Agreement"), pursuant to which the parties thereto have
agreed, upon the terms and subject to the conditions set forth therein, to
consummate the Transactions (as defined therein);
WHEREAS, as of the date hereof (or, after the Holding Company
Merger, as of such date), the Stockholder is (or will be, in the case of the
period after the Holding Company Merger) (i) the record and beneficial owner of,
and has the sole right to vote and dispose of 258,150 shares of common stock,
par value $1.00 per share, of the Company (the "Common Stock"), and 373,182
shares of special common stock, par value $1.00 per share, of the Company (the
"Special Common Stock," and together with the Common Stock, the "Shares") and
(ii) the owner of options to acquire 150,000 shares of Common Stock and options
to acquire 1,248,849 shares of Special Common Stock (collectively, the "Exchange
Options"); it being understood that the term "Shares" shall not under any
circumstances or for any purpose under this Agreement be deemed to refer to or
include shares of Common Stock or Special Common Stock the beneficial ownership
of which may be attributed to the Stockholder, or which the Stockholder has the
right to vote, solely as a result of his serving as a trustee with respect to an
employee benefit plan of the Company (collectively, "Benefit Plan Shares");
WHEREAS, subject to the conditions set forth herein, (1) immediately
prior to the Effective Time (as defined in the Recapitalization Agreement), the
Stockholder desires to exchange each Share (the "Share Exchange") held by him,
and Nortek Holdings desires to issue to the Stockholder in exchange therefor,
one share
of Series B convertible preference stock, par value $1.00 per share, of Nortek
Holdings (the "Nortek Holdings Preference Stock"), and (2) immediately after the
Reclassification (as defined in the Recapitalization Agreement), the Stockholder
desires to have each Exchange Option cancelled and converted (the "Option
Exchange") into an option (each, a "New Option") to acquire shares of class A
common stock, par value $1.00 per share, of Nortek Holdings (the "Class A Common
Stock") pursuant to the terms of the Nortek Holdings, Inc. 2002 Stock Option
Plan (the "Option Plan");
WHEREAS, subject to the conditions set forth herein, immediately
after the Option Exchange, the Stockholder desires to sell, and K Holdings
desires to purchase from the Stockholder, 373,182 shares of Nortek Holdings
Preference Stock (the "Management Stock Purchase") for a price per share (the
"Management Purchase Price") equal to the Redemption Consideration (as defined
in the Recapitalization Agreement); and
WHEREAS, pursuant to the Nortek Holdings COD (as defined in the
Recapitalization Agreement), the Nortek Holdings Preference Stock will
automatically convert into Class A Common Stock immediately following the
Redemption (as defined in the Recapitalization Agreement);
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties contained herein, the Stockholder, the Company
and K Holdings hereby agree as follows:
Share Exchange.
(a) Immediately prior to the Effective Time, the Stockholder shall assign,
transfer, convey and deliver 258,150 shares of Common Stock and 373,182 shares
of Special Common Stock to the Company and, in exchange therefor, the Company
shall issue and deliver to the Stockholder 631,332 shares of Nortek Holdings
Preference Stock. If any Shares are held in "street name" by the Stockholder,
such Stockholder agrees to arrange for appropriate transfer to the Company
hereunder. Immediately prior to the Share Exchange, the Company shall cause the
Nortek Holdings COD (as defined in the Recapitalization Agreement) to be
executed and filed with the Secretary of State of the State of Delaware as
provided in the Delaware General Corporation Law and to be effective at such
time as is specified in the Recapitalization Agreement.
(b) In the event that the Share Exchange is consummated and the
Reclassification (as defined in the Recapitalization Agreement) is not
consummated and the Recapitalization Agreement is terminated in accordance with
its terms, then promptly following such termination, the Stockholder shall
assign, transfer, convey and deliver to the Company the number of shares of
Nortek Holdings Preference Stock received by the Stockholder pursuant to clause
(a) above and, in exchange therefor, the Company shall issue and deliver to the
Stockholder the number of shares of Common Stock and Special Common Stock
exchanged by the Stockholder for such shares of Nortek Holdings Preference Stock
pursuant to clause (a) above.
Option Exchange. Stockholder agrees that, immediately after
the Reclassification, each Exchange Option held by the Stockholder shall be
cancelled, and in exchange therefore, shall be converted into a New Option to
purchase the number of shares of Class A Common Stock equal to the number of
shares of Common Stock and Special Common Stock subject to the related Exchange
Option immediately prior to the Effective Time with an exercise price equal to
the exercise price with respect to the related Exchange Option. Each New Option
shall be subject to the terms and conditions of the Option Plan and the
applicable stock option agreement. The Company and Stockholder agree to take all
corporate and other action as shall be necessary to effectuate the foregoing.
Management Stock Purchase. Immediately following the Option
Exchange, the Stockholder shall assign, transfer, convey and deliver to K
Holdings (or its permitted designees) 373,182 shares of Nortek Holdings
Preference Stock by delivery of a certificate or certificates evidencing such
Shares duly endorsed to K Holdings (or its permitted designees) or accompanied
by such stock powers duly executed in favor of K Holdings (or its permitted
designees), with all necessary stock transfer stamps affixed, and K Holdings (or
its permitted designees) shall pay to the Stockholder an amount equal to the
Management Purchase Price per share of Nortek Holdings Preference Stock being
purchased by K Holdings (or its permitted designees), for an aggregate purchase
price of $17,166,372.
Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Skadden, Arps,
Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, concurrently with the
closing of the Transactions (as defined in the Recapitalization Agreement), with
such transactions intended to be consummated in the order specified in the
recitals to the Recapitalization Agreement but substantially concurrently with
each other.
Representations and Warranties of the Stockholder. The Stockholder
represents and warrants as follows:
Binding Agreement. The Stockholder has the capacity to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
The Stockholder has duly and validly executed and delivered this Agreement and
this Agreement constitutes a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights
generally and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law).
Ownership of Shares and Options. The Stockholder is the record and
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended, which meaning will apply for all purposes of this
Agreement) of the number of Shares set forth in the recitals hereto and is the
owner of the number of Exchange Options set forth in the recitals hereto, in
each case free and clear of any security interests, liens, charges,
encumbrances, equities, claims, options or limitations of whatever nature and
free of any other limitation or restriction (including any restriction on the
right to vote, sell or otherwise dispose of the Shares or Exchange Options),
except, in each case, as may exist by reason of the Voting Agreement (as defined
in the Recapitalization Agreement). Except as provided for in the
Recapitalization Agreement and the Transactions, there are no outstanding
options or other rights to acquire from the Stockholder, or obligations of the
Stockholder to sell or to dispose of, any Shares or Exchange Options. As of the
date of this Agreement, the number of Shares and Exchange Options set forth in
the recitals hereto represent all of the shares of capital stock of the Company
beneficially owned by the Stockholder, other than Benefit Plan Shares.
No Conflict. Neither the execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby, nor the performance of
the Stockholder's obligations hereunder will (a) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation, or
acceleration) under any contract, agreement, instrument, commitment, arrangement
or understanding, or result in the creation of a security interest, lien,
charge, encumbrance, equity or claim with respect to the Stockholder's Shares or
Exchange Options, or (b) require any material consent, authorization or approval
of any person other than a governmental entity, or (c) violate or conflict with
any writ, injunction or decree applicable to the Stockholder or the
Stockholder's Shares, Exchange Options, Nortek Holdings Preference Stock to be
received by Stockholder or Class A Common Stock to be received by Stockholder
upon conversion thereof.
Federal Securities Laws Matters. The Stockholder acknowledges
receipt of advice from the Company that (i) the shares of Nortek Holdings
Preference Stock (and the Class A Common Stock issuable upon conversion thereof)
have not been registered under the Securities Act of 1933 (the "Securities
Act"), (ii) the shares of Nortek Holdings Preference Stock must be held
indefinitely and the Stockholder must continue to bear the economic risk of the
investment in the shares of Nortek Holdings Preference Stock (and the Class A
Common Stock issuable upon conversion thereof), unless such shares of Nortek
Holdings Preference Stock (and the Class A Common Stock issuable upon conversion
thereof) are subsequently registered under the Securities Act, or an exemption
from such registration is available, (iii) it is not anticipated that there will
be any public market for the shares of Nortek Holdings Preference Stock (and the
Class A Common Stock issuable upon conversion thereof) in the foreseeable
future, (iv) Rule 144 promulgated under the Securities Act will not initially be
available with respect to the sales of the shares of Nortek Holdings Preference
Stock (and the Class A Common Stock issuable upon conversion thereof), and
neither Nortek nor Nortek Holdings has made any covenant to make such rule
available and such rule is not anticipated to be available in the foreseeable
future, (v) when and if the shares of Nortek Holdings Preference Stock (and the
Class A Common Stock issuable upon conversion thereof) may be disposed of
without registration in reliance upon Rule 144, such disposition can be made
only in limited amounts and in accordance with the terms and conditions of such
rule, (vi) if the exemption afforded by Rule 144 is not available, public sale
of the shares of Nortek Holdings Preference Stock (and the Class A Common Stock
issuable upon conversion thereof) without registration will require the
availability of an exemption under the Securities Act, and (vii) a notation may
be made in the appropriate records of the Company indicating that the Nortek
Holdings Preference Stock (and the Class A Common Stock issuable upon conversion
thereof) is subject to restrictions on transfer and, if the Company should in
the future engage the services of a stock transfer agent,
appropriate stop-transfer restrictions will be issued to such transfer agent
with respect to the shares of Nortek Holdings Preference Stock (and the Class A
Common Stock issuable upon conversion thereof).
Stockholder Status. Either (i) the Stockholder is an "accredited
investor" as such term is defined in Rule 501(a) promulgated under the
Securities Act or (ii) (A) the Stockholder's financial situation is such that
the Stockholder can afford to bear the economic risk of holding the shares of
Nortek Holdings Preference Stock (and the Class A Common Stock issuable upon
conversion thereof) for an indefinite period of time, (B) the Stockholder can
afford to suffer complete loss of his investment in the shares of Nortek
Holdings Preference Stock (and the Class A Common Stock issuable upon conversion
thereof), (C) the Stockholder's knowledge and experience in financial and
business matters are such that the Stockholder is capable of evaluating the
merits and risks of the Stockholder's investment in the shares of Nortek
Holdings Preference Stock (and the Class A Common Stock issuable upon conversion
thereof), and (D) the Stockholder understands and has taken cognizance of all
the risk factors related to the purchase of the shares of Nortek Holdings
Preference Stock (and the Class A Common Stock issuable upon conversion
thereof).
Representations and Warranties of the Company. Each of Nortek and
Nortek Holdings represents and warrants as follows:
Corporate Form. Each of Nortek and Nortek Holdings is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all requisite corporate power and authority to own or
lease and operate its properties and to carry on its business as now conducted.
Corporate Authority, etc. Each of Nortek and Nortek Holdings has all
requisite corporate power and authority to enter into this Agreement and perform
all of its obligations hereunder and to carry out the transactions contemplated
hereby and Nortek Holdings has all requisite corporate power and authority to
issue the shares of Nortek Holdings Preference Stock (and the Class A Common
Stock issuable upon conversion thereof). The shares of Nortek Holdings
Preference Stock (and the Class A Common Stock issuable upon conversion
thereof), when issued, delivered and paid for in accordance with the terms
hereof, will be duly and validly issued, fully paid and nonassessable. As of the
date hereof, there were no shares of Nortek Holdings Preference Stock issued and
outstanding.
Actions Authorized. Each of Nortek and Nortek Holdings has taken all
corporate actions necessary to authorize it to enter into this Agreement and
perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by each
of Nortek and Nortek Holdings and, assuming due authorization, execution and
delivery of this Agreement by the Stockholder and K Holdings, constitutes a
legal, valid and binding obligation of each of Nortek and Nortek Holdings
enforceable in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally and by general equitable principles
(regardless of whether enforceability is considered in a proceeding in equity or
at law).
Required Filings and Approvals. Other than as provided for in the
Recapitalization Agreement and the disclosure schedules thereto, the execution
and delivery of this Agreement by each of Nortek and Nortek Holdings and the
consummation of the transactions contemplated hereby by each of Nortek and
Nortek Holdings do not require a consent, approval or authorization of, or
filing, registration or qualification with, any governmental authority on the
part of Nortek or Nortek Holdings, other than the filings, registrations or
qualifications (i) that may be required under Regulation D under the Securities
Act, (ii) that may be required under the state securities laws or "blue sky"
laws of any state of the United States of America that may be required to be
made or obtained, all of which each of Nortek and Nortek Holdings will comply
with prior to the date of the Closing (iii) the filing of the Nortek Holdings
COD with the Secretary of State of the State of Delaware, or (iv) the failure of
which to make or obtain, in the aggregate, would not reasonably be expected to
have a Company Material Adverse Effect (as defined in the Recapitalization
Agreement).
No Conflicts. Other than as provided for in the Recapitalization
Agreement and the disclosure schedules thereto, none of the execution, delivery
or performance of this Agreement or the consummation of the transactions
contemplated hereby, by each of Nortek and Nortek Holdings will conflict with
the respective certificate of incorporation or the by-laws of Nortek and Nortek
Holdings or, except as would not be reasonably expected to have a Company
Material Adverse Effect, result in any breach of, or constitute a default under
any contract, agreement or instrument to which Nortek or Nortek Holdings is a
party or by which it or any of its respective assets is bound.
Representations and Warranties of K Holdings. K Holdings represents
and warrants as follows:
Corporate Form. K Holdings is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own or lease and operate its
properties and to carry on its business as now conducted.
Corporate Authority. K Holdings has all requisite corporate power
and authority to enter into this Agreement and perform all of its obligations
hereunder and to carry out the transactions contemplated hereby.
Actions Authorized. K Holdings has taken all corporate actions
necessary to authorize it to enter into this Agreement and perform its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by K Holdings and, assuming
due authorization, execution and delivery of this Agreement by the Stockholder
and the Company, constitutes a legal, valid and binding obligation of K Holdings
enforceable in accordance with its terms except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally and by general equitable principles
(regardless of whether enforceability is considered in a proceeding in equity or
at law).
No Conflicts. Other than as provided for in the Recapitalization
Agreement and the disclosure schedules thereto, none of the execution, delivery
or performance of this Agreement by K Holdings or the consummation of the
transactions contemplated hereby will conflict with the certificate of
incorporation or the by-laws of K Holdings or, except as would not be reasonably
expected to have a K Holdings Material Adverse Effect (as defined in the
Recapitalization Agreement), result in any breach of, or constitute a default
under any contract, agreement or instrument to which K Holdings is a party or by
which it or any of its assets is bound.
Required Filings and Approvals. Other than as provided for in the
Recapitalization Agreement and the disclosure schedules thereto, the execution
and delivery of this Agreement by K Holdings and the consummation of the
transactions contemplated hereby by K Holdings do not require a consent,
approval or authorization of, or filing,
registration or qualification with, any governmental authority on the part of K
Holdings, other than the filings, registrations or qualifications the failure of
which to make or obtain, in the aggregate, will not have a K Holdings Material
Adverse Effect (as defined in the Recapitalization Agreement).
Equity Financing. K Holdings (and its permitted designees) has
available to it, subject to the satisfaction of the conditions set forth in
Sections 6.1 and 6.3 of the Recapitalization Agreement, sufficient funds to
deliver $389,091,466 of the funds necessary to consummate the Transactions.
Debt Financing. K Holdings has received and delivered to the Company
the Bridge Facility Commitment Letter (as defined in the Recapitalization
Agreement) with respect to the Debt Financing (as defined in the
Recapitalization Agreement). The Bridge Facility Commitment Letter is in full
force and effect on the date hereof and has not been amended or modified, and
there is no breach or default existing (or which with notice or lapse of time or
both may exist) thereunder. Assuming the Company has cash to fund the
Distribution (as defined in the Recapitalization Agreement) in accordance with
Section 2.3 of the Recapitalization Agreement, the aggregate proceeds of the
financing contemplated by Section 7(f) of this Agreement are sufficient to pay
the aggregate Redemption Consideration and to effect the Management Stock
Purchase and the K Stock Purchase.
Post-Closing Capitalization. Assuming the consummation of the
Transactions, (i) immediately following the consummation of the Transactions,
Stockholder will own (A) 258,150 shares of Class A Common Stock and (B) Rolled
Over Options (as defined in the Nortek Holdings, Inc. 2002 Stock Option Plan) to
purchase 1,398,849 shares of Class A Common Stock, (ii) it is anticipated that
immediately following the consummation of the Transactions, K Holdings (or its
permitted designees) will own 8,458,510 shares of Class A Common Stock and that,
other than options held by employees, officers or directors of the Company, no
other shares of, or options to acquire, capital stock of the Company will be
outstanding and (iii) immediately following the consummation of the
Transactions, (A) affiliates of Xxxxx & Company, L.P. will own at least a
majority of the outstanding shares of capital stock of the Company (calculated
on a fully diluted basis but, for this purpose only, ignoring all capital stock
and options held by members of the Company's management) and (B) the amount of
Stockholder's investment in Class A Common Stock and Rolled Over Options will
represent at least approximately 10.1% of the investment of all holders of Class
A Common Stock and Rolled Over Options, including Stockholder and K Holdings
(and its permitted designees). For purposes of clause (iii)(B)
of the immediately preceding sentence, all Class A Common Stock outstanding
shall be valued at the Management Purchase Price and all Rolled Over Options
shall be valued based upon the number of shares of Class A Common Stock subject
thereto and the excess of the Management Purchase Price over the exercise price
of such options.
Capitalization of K Holdings. As of the date of this Agreement, the
authorized capital stock of K Holdings consists of 1,000,000 shares of common
stock, par value $.01 per share (the "K Holdings Common Stock"), of which 100
shares were issued and outstanding. As of the date of this Agreement, 85 shares
of K Holdings Common Stock have been issued to Xxxxx Investment Associates VI,
L.P., a Delaware limited partnership, and 15 shares of K Holdings Common Stock
have been issued to KEP VI, LLC, a Delaware limited liability company.
K Holdings Fees. The aggregate fees (but not including any expenses)
payable to K Holdings or its affiliates in connection with the Transactions will
not exceed the amounts set forth in Section 5.17 of the Recapitalization
Agreement.
Conditions Precedent.
The obligations of the Stockholder and the Company to consummate the
Share Exchange are subject to (1) the conditions set forth in Section 6.1 and
Section 6.2 of the Recapitalization Agreement being satisfied or waived on or
prior to the Closing (as defined in the Recapitalization Agreement) and (2) the
conditions set forth in Section 6.3 of the Recapitalization Agreement being
satisfied or waived on or prior to the Closing.
The obligations of K Holdings to consummate the Management Stock
Purchase are subject to the conditions set forth in Section 6.1, Section 6.2 and
Section 6.3 of the Recapitalization Agreement being satisfied or waived on or
prior to the Closing.
The obligations of Stockholder to consummate the Management Stock
Purchase are subject to the Share Exchange having been effected and K Holdings
(or its permitted designees) having effected, or concurrently with the
Management Stock Purchase effecting, the K Stock Purchase (as defined in the
Recapitalization Agreement), provided that if Stockholder was required to effect
the Share Exchange (and the conditions to
Stockholder's obligations set forth in Section 8(a) have been satisfied (or
would be satisfied concurrently therewith)) and failed to do so, this condition
shall be deemed to be satisfied.
The obligations of the parties to consummate the Option Exchange are
subject to the Reclassification having been effected.
Miscellaneous.
Binding Effect; Benefits. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors and assigns. Nothing in this Agreement, express or implied, is
intended or shall be construed to give any person other than the parties to this
Agreement and their respective successors or permitted assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein. No party shall have liability for any breach of any
representation or warranty contained herein, except for any knowing or
intentional breach thereof.
Amendments. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the Stockholder and K Holdings, and such written modification,
amendment, alteration or supplement shall not require the consent of the
Company; provided, however, that any modification, amendment, alteration or
supplement to the obligations of the Company with respect to the Share Exchange
or Option Exchange, to the extent it imposes obligations on the Company that are
applicable prior to the consummation of the Reclassification or in the event the
Reclassification is not consummated or to the extent it would cause a condition
to the closing of the transactions contemplated by the Recapitalization
Agreement not to be satisfied or give rise to a right of termination thereunder,
shall require the consent of the Company; it being further understood that this
Agreement shall be appropriately modified consistent with Section 8.5(b) of the
Recapitalization Agreement in the event such agreement is modified pursuant to
such provision.
Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by either the Company or the Stockholder without the prior written
consent of K Holdings; it being understood that K
Holdings may assign its rights hereunder to the same extent that it may assign
its rights under the Recapitalization Agreement.
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof).
Counterparts. This Agreement may be executed by facsimile and in two
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions 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 herein are 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 a mutually acceptable
manner.
Waiver. Any party to this Agreement may waive any condition to
their obligations contained herein.
Termination. This Agreement shall terminate on the earlier of (i)
the termination of the Recapitalization Agreement in accordance with its terms
and (ii) the agreement of K Holdings, the Company and the Stockholder to
terminate this Agreement. Termination shall not relieve any party from liability
for any intentional breach of its obligations hereunder committed prior to such
termination.
IN WITNESS WHEREOF, Nortek, Nortek Holdings, K Holdings, and the
Stockholder have executed this Agreement as of the date first above written.
Nortek, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President and General Counsel
Nortek Holdings, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
K Holdings, Inc.
By: /s/ Xxxxx X. Xxxxxxx, XX
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Name: Xxxxx X. Xxxxxxx, XX
Title: Vice President
Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
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(Signature of Stockholder)
