Exhibit (d)(2)
FORM OF TENDER AGREEMENT
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TENDER AGREEMENT (this "Agreement"), dated as of May 12, 2002, by and among
Sears, Xxxxxxx and Co., a New York corporation ("Parent"), Inlet Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent
("Purchaser"), and __________ (the "Stockholder"). Capitalized terms used and
not otherwise defined herein have the meaning set forth in the Acquisition
Agreement (the "Acquisition Agreement") dated as of the date hereof by and among
Parent, Purchaser and Lands' End, Inc., a Delaware corporation (the "Company").
WHEREAS, the Acquisition Agreement provides for Parent to acquire the
Company by (i) causing Purchaser to make a tender offer as contemplated by the
Acquisition Agreement (the "Offer") for all of the issued and outstanding shares
of common stock of the Company ("Company Common Shares") at a price of $62 per
share in cash and (ii) as promptly as practicable after the closing of the
Offer, causing Purchaser to merge with and into the Company, with each issued
and outstanding Company Common Share not owned by Purchaser being converted into
the same consideration paid per share in the Offer, subject to the terms and
conditions set forth in the Acquisition Agreement;
WHEREAS, the board of directors of the Company has adopted resolutions
approving and declaring advisable the Acquisition Agreement, this Agreement and
the other Transactions (such approvals having been made in accordance with the
Delaware General Corporation Law, including for purposes of Section 203
thereof);
WHEREAS, as an inducement to Parent and Purchaser to enter into the
Acquisition Agreement and make the Offer, the Stockholder has agreed to enter
into this Agreement;
WHEREAS, the Stockholder is the record and beneficial owner of those
Company Common Shares set forth opposite the Stockholder's name on Schedule 2(d)
attached hereto (as may be adjusted from time to time pursuant to Section 5
hereof, the "Subject Shares"); and
WHEREAS, concurrently with the execution and delivery hereof, Parent and
Purchaser are also entering into Tender Agreements in the form hereof with a
total of 9 other stockholders of the Company (the "Other Tender Agreements").
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereby agree as follows:
Section 1. Agreements of the Stockholder.
(a) Agreement to Tender. The Stockholder hereby agrees to validly tender
promptly, and in any event no later than the fifth business day following the
commencement of the Offer, or if the Stockholder has not received the offering
materials by such time, within two business days following receipt of such
materials, pursuant to the Offer and not to withdraw any of the Subject Shares.
The Stockholder shall receive the same offer price received by the other
stockholders of the Company in the Offer with respect to the Company Common
Shares tendered by him or it. Purchaser's obligation to accept for payment and
pay for the Company Common Shares tendered in the Offer pursuant to this
Agreement is subject to all the terms and conditions of the Offer set forth in
the Acquisition Agreement and Exhibit A thereto.
(b) Stockholder Information. The Stockholder hereby agrees to permit Parent
and Purchaser to publish and disclose in the Offer Documents (as defined in the
Acquisition Agreement) and, if approval of the stockholders of the Company is
required under applicable law, a proxy or information statement, his or its
identity and ownership of Company Common Shares and the nature of his or its
commitments, arrangements and understandings under this Agreement. The
Stockholder and his or its counsel shall be given an opportunity to review and
comment on the Offer Documents and the proxy or information statement before the
filing thereof with the SEC.
(c) Block on Inconsistent Agreements or Actions. The Stockholder shall not
enter into any tender, voting or other such agreement, or grant a proxy or power
of attorney, with respect to the Subject Shares that is inconsistent with this
Agreement or otherwise take any other action with respect to the Subject Shares
that would in any way restrict, limit or interfere with the performance of his
or its obligations hereunder or the transactions contemplated hereby.
(d) No Transfer of Subject Shares. The Stockholder agrees not to transfer
(except as otherwise provided herein) record ownership or beneficial ownership
(or both) of any Subject Shares or any interest therein other than in any estate
planning transaction or to a charitable institution, family member or affiliate
where the transferee in each case agrees to comply with all of the requirements
of this Agreement with respect to the transferred Subject Shares (each a
"Permitted Transferee"). The parties hereby agree that any Permitted Transferee
shall become a "Stockholder" for all purposes hereunder. For the purposes of
this Agreement, the term "transfer" and the like means any sale, assignment,
grant, transfer, gift, pledge, creation of a Lien (as defined below) or other
disposition of any Subject Shares or any interest of any nature therein.
Section 2. Representations and Warranties of the Stockholder. The
Stock-holder hereby represents and warrants to Parent and Purchaser as follows:
(a) The Stockholder has the capacity to enter into this Agreement and the
right and power to perform his or its obligations under this Agreement. Assuming
that this Agreement constitutes the valid and binding obligation of Parent and
Purchaser, this Agreement constitutes a valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its terms.
(b) The Stockholder is not subject to or obligated under any provision of
any contract or other agreement or any law, regulation, order, judgment,
injunction or decree that would be breached (or with notice or lapse of time or
both, would result in a breach) or violated by, or conflict with, the execution,
delivery and performance of this Agreement by the Stockholder.
(c) No authorization, consent, notice or approval of, or any filing with,
any public body, court or authority is necessary for consummation by the
Stockholder of the transactions contemplated by this Agreement, other than under
the HSR Act.
(d) The Stockholder is the record and "beneficial owner" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which meaning will apply for all purposes of this Agreement) of the
Subject Shares and has full and unrestricted power to dispose of and to vote
such Subject Shares, subject to applicable law. The Subject Shares, together
with the other Company Common Shares set forth on Schedule 2(d) attached hereto
(such other Company Common Shares, collectively, the "Excluded Shares"),
constitute all of the Company Common Shares over which , members of their
respective immediate families, or personal charitable foundations or similar
organizations founded or established by any of them (or in the case of a
stockholder that is a trust, the grantor thereof) possesses record or beneficial
ownership on the date of this Agreement. The Stockholder has the necessary and
sufficient right and authority to make the commitments contained in this
Agreement with respect to the Subject Shares. Except for the Subject Shares, any
options to acquire Company Common Shares as set forth on Schedule 2(d) and the
Excluded Shares, the Stockholder does not, directly or indirectly, beneficially
own or have any option, warrant or other right to acquire any securities of the
Company that are or may by their terms become entitled to vote or any securities
that are convertible or exchangeable into or exercisable for any securities of
the Company that are or may by their terms become entitled to vote, nor is the
Stockholder a party to or subject to any contract, commitment, arrangement,
understanding or relationship that allows or obligates him or it to vote or
acquire any securities of the Company or otherwise relates to the Subject Shares
or restricts his or its rights in the Subject Shares in any way (the "Other
Securities and Rights").
(e) The Subject Shares and the certificates representing the Subject Shares
are now and at all times during the term hereof will be held by the Stockholder,
or by a nominee or custodian for the benefit of the Stockholder, free and clear
of all liens, claims, security interests, proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever ("Liens")
(including any contractual restriction on the right to vote, sell or otherwise
dispose of such Subject Shares), except for any such encumbrances or proxies
arising hereunder. Upon transfer to Purchaser or Parent, as the case may be, by
Stockholder of the Subject Shares, and subject to the receipt by the Stockholder
of payment as contemplated by the Acquisition Agreement and this Agreement,
Purchaser or Parent, as the case may be, will have title to the Subject Shares,
free and clear of all Liens, other than restrictions set forth under applicable
securities laws.
(f) There is no action, suit, investigation, complaint or other proceeding
pending against the Stockholder or, to his or its knowledge, threatened against
him or it or any other person, that restricts in any material respect or
prohibits (or, if successful, would restrict or prohibit) the exercise by any
party of its rights under this Agreement or the performance by any party of its
obligations under this Agreement.
Section 3. Representations and Warranties of Parent and Purchaser. Each of
Parent and Purchaser represents and warrants to the Stockholder as follows:
(a) Such party is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation and has full
corporate power and authority to execute and deliver this Agreement and the
Acquisition Agreement.
(b) The execution and delivery by such party of this Agreement and
the Acquisition Agreement and the performance by it of its obligations under
this Agreement and the Acquisition Agreement have been duly authorized by all
necessary corporate action and do not and will not conflict with or result in a
violation pursuant to (A) any provision of its organizational documents, (B) any
material loan or credit agreement, note, mortgage, bond, indenture, lease,
benefit plan or other agreement, obligation, instrument, permit, concession,
franchise, license or (C) assuming that all of the Parent Required Governmental
Consents (as defined in the Acquisition Agreement) are obtained, contravene or
conflict with or constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to Parent or
Purchaser other than, in the case of (B) and (C) any such items that would not
individually or in the aggregate, (i) have a Parent Material Adverse Effect (as
defined in the Acquisition Agreement) or (ii) prevent or materially impair the
ability of Parent or Purchaser to consummate the transactions contemplated by
this Agreement and the Acquisition Agreement.
(c) Assuming that this Agreement constitutes the valid and binding
obligation of the Stockholder, this Agreement constitutes a valid and binding
obligation of such party, enforceable against such party in accordance with its
terms.
(d) There is no action, suit, investigation, complaint or other
proceeding pending against such party or any of its affiliates or, to the
knowledge of such party, threatened against it or any of its affiliates that
restricts in any material respect or prohibits (or, if successful, would
restrict or prohibit) the exercise by such party of its rights under this
Agreement or the performance by such party of its obligations under this
Agreement.
Section 4. Voting of Shares; Grant of Irrevocable Proxy;
Appointment of Proxy.
(a) The Stockholder hereby agrees that, during the term of this
Agreement, and solely with respect to any item described in clauses (i), (ii)
and/or (iii) of this Section 4(a), at any meeting (whether annual or special and
whether or not an adjourned or postponed meeting) of the stockholders of the
Company, however called, or in connection with any written consent of the
stockholders of the Company, the Stockholder will appear at the meeting or
otherwise cause the Subject Shares to be counted as present thereat for purposes
of establishing a quorum and vote or consent (or cause to be voted or consented)
the Subject Shares (i) in favor of the Merger and the Acquisition Agreement,
(ii) against any action or agreement that would result in a breach of any
representation, warranty or covenant of the Company in the Acquisition
Agreement, and (iii) against any action or agreement which would impede, delay,
interfere with or prevent the Merger, including any other extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Company and a third party or any other proposal of a third party to acquire
the Company, in each case only if such matter is presented for action at a
meeting or by written consent.
(b) The Stockholder hereby irrevocably grants to, and appoints, Parent and
any nominee thereof, solely with respect to any item described in clauses (i),
(ii) and/or (iii) of this Section 4(b), its proxy and attorney-in-fact (with
full power of substitution) during the term of this Agreement, for and in the
name, place and stead of the Stockholder, to vote the Subject Shares, or grant a
consent or approval in respect of the Subject Shares, in connection with any
meeting of the stockholders of the Company, (i) in favor of the Merger and
Acquisition Agreement, (ii) against any action or agreement that would result in
a breach of any representation, warranty or covenant of the Company in the
Acquisition Agreement, and (iii) against any action or agreement which would
impede, delay, interfere with or prevent the Merger, including any other
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company and a third party or any other proposal of a
third party to acquire the Company, in each case only if such matter is
presented for action at a meeting or by written consent.
(c) The Stockholder represents that any proxies heretofore given in respect
of the Subject Shares, if any, are not irrevocable, and that such proxies have
been revoked.
(d) The Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 4 is given in connection with the execution of the Acquisition
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. The Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and,
except as set forth in Section 10 hereof, is intended to be irrevocable in
accordance with the provisions of Section 212(e) of the DGCL.
(e) The Stockholder hereby irrevocably waives any rights of appraisal or
rights to dissent from the Merger that the Stockholder may have.
Section 5. Certain Events. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting Company Common Shares or the acquisition of
additional Company Common Shares or other securities or rights of the Company by
the Stockholder, through the exercise of stock options or otherwise, the number
of Subject Shares shall be adjusted appropriately, and this Agreement and the
obligations hereunder shall attach to any additional Company Common Shares or
other securities or rights of the Company issued to or acquired by the
Stockholder.
Section 6. Grant of Option.
(a) The Stockholder hereby grants to Parent an irrevocable option (the
"Option") to purchase the Subject Shares at a purchase price of $62 per Subject
Share (subject to Section 6(d) herein, the "Exercise Price"), in the manner set
forth in this Section.
(b) At any time or from time to time prior to the termination of the Option
granted hereunder in accordance with the terms of this Agreement, Parent (or its
designee) may exercise the Option, in whole but not in part, if on or after the
date hereof any corporation, partnership, individual, trust, unincorporated
association, or other entity or "person" (as defined in Section 13(d)(3) of the
Exchange Act), other than Parent, any of its "affiliates" (as defined in the
Exchange Act) or any person acting in concert with either Parent or any such
affiliate (a "Third Party"), shall have:
(i) commenced or publicly announced an intention to commence a bona
fide tender offer or exchange offer for any Company Common Shares, the
consummation of which would result in "beneficial ownership" (as defined
under the Exchange Act) by such Third Party (together with all such Third
Party's affiliates and "associates" (as such term is defined in the
Exchange Act)) of 15% or more of the then outstanding voting equity of the
Company (either on a primary or a Fully Diluted Basis);
(ii) acquired or entered into an agreement to acquire beneficial
ownership of Company Common Shares which, when aggregated with any Company
Common Shares already owned by such Third Party, its affiliates and
associates, would result in the aggregate beneficial ownership by such
Third Party, its affiliates and associates of 15% or more of the then
outstanding voting equity of the Company (either on a primary or a Fully
Diluted Basis), provided, however, that "Third Party" for purposes of this
clause (ii) shall not include any corporation, partnership, person, other
entity or group which beneficially owns more than 15% of the outstanding
voting equity of the Company (either on a primary or a Fully Diluted Basis)
as of the date hereof and that does not, after the date hereof, increase
such ownership percentage by more than an additional 3% of the outstanding
voting equity of the Company (either on a primary or Fully Diluted Basis);
or
(iii) filed a Notification and Report Form under the HSR Act,
reflecting an intent to acquire the Company or any assets or securities of
the Company;
provided that the Option shall not be exercisable if any of the events described
above were pursuant to or as a result of the compliance with Section 5.3 of the
Acquisition Agreement.
It shall be a condition to the valid exercise of the Option that Parent,
Purchaser or Parent's designee concurrently exercise in whole the option set
forth in Section 6 of each of the Other Tender Agreements.
In the event that Parent wishes to exercise the Option, Parent shall give
written notice (the "Option Notice", with the date of the Option Notice being
hereinafter called the "Notice Date") to the Stockholder specifying the place
and date (not earlier than 3 nor later than 5 business days from the Notice
Date) for closing such purchase (the "Closing"). Parent's obligation to purchase
Subject Shares upon exercise of the Option, and the Stockholder's obligation to
sell the Subject Shares upon exercise of the Option, is subject (at the election
of each of Parent or the Stockholder) to the conditions that (i) no preliminary
or permanent injunction or other order against the purchase, issuance or
delivery of the Subject Shares issued by any federal, state or foreign court of
competent jurisdiction shall be in effect (and no action or proceeding shall
have been commenced or threatened for purposes of obtaining such an injunction
or order) and (ii) any applicable waiting period under the HSR Act shall have
expired. Parent's obligation to purchase the Subject Shares upon exercise of the
Option is further subject
(at its election) to the condition that there shall have been no material breach
of the representations, warranties, covenants or agreements of the Stockholder
contained in this Agreement. Notwithstanding the foregoing, any failure by
Parent to purchase the Subject Shares upon exercise of the Option at the Closing
as a result of the non-satisfaction of any of the foregoing conditions shall not
affect or prejudice Parent's right to purchase the Subject Shares upon the
subsequent satisfaction of such conditions.
(c) At the closing, (i) the Stockholder will deliver to Parent the
certificate or certificates representing the Subject Shares and (ii) Parent
shall pay the aggregate purchase price for the Subject Shares to be purchased by
wire transfer of immediately available funds to accounts, which accounts shall
be designated in writing to Parent, in the amount of the Exercise Price times
the number of Subject Shares to be purchased.
(d) In the event that Parent or Purchaser pays a price higher than $62 per
share for Subject Shares tendered into the offer, the Exercise Price shall be
increased to equal such higher price.
Section 7. No Solicitation.
(a) The Stockholder agrees that after the date of this Agreement he shall
not, and will use his or its reasonable best efforts to ensure that his or its
investment bankers, attorneys, accountants, agents or other advisors or
representatives (the "Stockholder Representatives"), directly or indirectly,
will not take any action with respect to an Acquisition Proposal that the
Company is prohibited from taking under clause (i) or (ii) of Section 5.3(a) of
the Acquisition Agreement; provided that the Stockholder shall be entitled to
participate in all actions that the Company is or would be entitled to take as
contemplated by the second sentence of Section 5.3(a) of the Acquisition
Agreement so long as such actions are taken in compliance with Section 5.3(a);
provided further that nothing herein shall prevent the Stockholder from
discharging his fiduciary duties as a member of the board of directors of the
Company, in compliance with the Acquisition Agreement. Notwithstanding the
foregoing, it is agreed and understood by the parties that the term "Stockholder
Representatives" shall not include the Company or any Subsidiary of the Company
or any of their respective investment bankers, attorneys, accountants, agents or
other advisors or representatives.
(b) The Stockholder hereby agrees to cease and cause to be terminated all
existing discussions or negotiations conducted by him or it or at his or its
behest heretofore with respect to any Acquisition Proposal (other than with
Parent).
Section 8. [INTENTIONALLY OMITTED.]
Section 9. Further Assurances. With respect to the Stockholder's
obligations under this Agreement, the Stockholder shall, upon request of Parent
or Purchaser, execute and deliver any additional documents and take such further
actions as may reasonably be
deemed by Parent or Purchaser to be necessary to carry out the provisions
hereof, at the sole cost and expense of Parent or Purchaser as the case may be.
Parent and Purchaser shall jointly and severally indemnify and hold harmless the
Stockholder and his or its investment bankers, attorneys, accountants, agents or
other advisors or representatives from and against any and all losses, damages,
costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties,
charges, amounts paid in settlement and costs of mitigation, including
reasonable costs, fees and expenses of attorneys and accountants, incurred or
suffered by the Stockholder, in each case as a result of any action taken by the
Stockholder pursuant to the request of Parent or Purchaser pursuant to this
Section.
Section 10. Termination. Unless earlier terminated by mutual agreement of
the parties, all of the obligations of the parties under this Agreement
(including without limitation the obligation of the Stockholder to tender the
Subject Shares in the Offer and not withdraw such Subject Shares) shall
terminate upon the first to occur of (i) any termination of the Acquisition
Agreement in accordance with its terms or (ii) the acceptance for payment of the
Subject Shares by Parent or Purchaser in the Offer (the "Termination Date");
provided, however, that (x) in the event that an Option Notice is delivered
prior to the Termination Date, the provisions set forth in Section 6 shall
survive any termination of this Agreement and (y) whether or not the Merger is
consummated, the provisions set forth in Section 11(h) shall survive any
termination of this Agreement.
Section 11. Miscellaneous Provisions.
(a) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (1) on the date of delivery if delivered
personally, or by telecopy or telefacsimile, upon confirmation of receipt, (2)
on the first business day following the date of dispatch if delivered by a
recognized next-day courier service, or (3) on the third business day following
the date of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid. All notices hereunder shall be given to Parent and
Purchaser at their respective address stated in the Acquisition Agreement, and
all notices to the Stockholder shall be given to the Stockholder at the address
set forth on the signature page hereto, with a copy (which shall not constitute
notice) to:
Xxxx, Xxxxxx & Xxxxxxxxx
Two North LaSalle Street, Suite 2200
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxx
000.000.0000 (telephone)
000.000.0000 (facsimile)
(b) No Waivers; Remedies; Amendment.
(i) No failure or delay by either party in exercising any right, power
or privilege under this Agreement shall operate as a waiver of the right,
power or privilege. A single or partial exercise of any right, power or
privilege shall not preclude any other further exercise of the right, power
or privilege or the exercise of any other right, power or privilege. The
rights and remedies provided in this
Agreement shall be cumulative and not exclusive of any rights or remedies
provided by law.
(ii) In view of the uniqueness of the agreements contained in this
Agreement and the transactions contemplated hereby and the fact that Parent
and Purchaser would not have an adequate remedy at law for money damages in
the event that any obligation under this Agreement is not performed in
accordance with its terms, the Stockholder agrees that Parent and Purchaser
shall be entitled to specific enforcement of the terms of this Agreement in
addition to any other remedy to which Parent and Purchaser may be entitled,
at law or in equity.
(iii) No amendment, modification, termination or waiver of any
provision of this Agreement, and no consent to any departure by the
Stockholder, Parent or Purchaser from any provision of this Agreement,
shall be effective unless it shall be in writing and signed and delivered
by the Stockholder, Parent and Purchaser, and then it shall be effective
only in the specific instance and for the specific purpose for which it is
given.
(c) Successors and Assigns; Third Party Beneficiaries. No party shall
assign any of its rights or delegate any of its obligations under this Agreement
(whether by operation of law or otherwise) without the prior written consent of
the other party, except that Parent and Purchaser will have the right to assign
to any direct or indirect wholly owned subsidiary of Parent or Purchaser any and
all rights and obligations of Parent or Purchaser under this Agreement, provided
that any such assignment will not relieve either Parent or Purchaser from any of
its obligations hereunder. Any assignment or delegation in contravention of this
Section shall be void AB INITIO and shall not relieve the assigning or
delegating party of any obligation under this Agreement. Subject to the
preceding sentence, the provisions of this Agreement shall be binding upon and
inure solely to the benefit of the parties hereto and their respective permitted
heirs, executors, legal representatives, successors and assigns, and no other
person.
(d) Governing Law. This Agreement and all rights, remedies, liabilities,
powers and duties of the parties hereto and thereto, shall be governed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflicts of laws thereof.
(e) Severability of Provision. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any court of
competent jurisdiction or other authority, 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. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties 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 in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.
(f) Entire Agreement. This Agreement, together with the Acquisition
Agreement and any other documents and instruments as referenced herein, embodies
the entire
agreement and understanding of the Stockholder, Parent and Purchaser, and
supersedes all prior agreements or understandings, with respect to the subject
matters of this Agreement.
(g) Survival. Except as otherwise specifically provided in this Agreement,
each representation, warranty or covenant of a party contained in this Agreement
shall remain in full force and effect, notwithstanding any investigation or
notice to the contrary or any waiver by any other party or beneficiary of a
related condition precedent to the performance by the other party or beneficiary
of an obligation under this Agreement.
(h) Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such cost or expense.
(i) Counterparts. This Agreement may be signed in any number of
counterparts, including by facsimile, each of which shall be an original, with
the same effect as if all signatures were on the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first written above.
SEARS, XXXXXXX AND CO.
By:____________________________________
Name:__________________________________
Its:___________________________________
INLET ACQUISITION CORP.
By:____________________________________
Name:__________________________________
Its:___________________________________
STOCKHOLDER
By:____________________________________
Name:__________________________________
Its:___________________________________
Address:
Schedule 2(d)
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