0000009015-02-000128 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 15th, 2002 • Massachusetts Mutual Life Insurance Co • Delaware

This Stock Purchase Agreement (the "Agreement"), is entered into on November 6, 2002 by and among Matthew L. Gold (the "Seller"), and Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company, TSCP Selective, L.P., a Delware limited partnership, and Tower Square Capital Partners, L.P., a Delaware limited partnership (each a "Buyer" and collectively the "Buyers").

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JOINT FILING AGREEMENT
Joint Filing Agreement • November 15th, 2002 • Massachusetts Mutual Life Insurance Co

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

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