EMPLOYMENT AND NON-COMPETITION AGREEMENT (Joan B. Davidson)Employment and Non-Competition Agreement • March 30th, 2007 • Sheridan Group Inc • Commercial printing • Maryland
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of March 29, 2007, is between The Sheridan Group, Inc., a Maryland corporation (the “Employer”), and Joan B. Davidson (the “Employee”).
ADDENDUM TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 28th, 2008 • Sheridan Group Inc • Commercial printing
This ADDENDUM TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (this "Addendum"), dated as of February 18, 2008, is between The Sheridan Group, Inc., a Maryland corporation (the "Employer"), and John A. Saxton (the "Employee") (collectively, “the Parties”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 15, 2011 among THE SHERIDAN GROUP, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party HeretoAssignment and Assumption • May 23rd, 2011 • Sheridan Group Inc • Commercial printing • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 15, 2011, among THE SHERIDAN GROUP, INC., a Maryland corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
THE SHERIDAN GROUP, INC. $150,000,000 12.5% Senior Secured Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2011 • Sheridan Group Inc • Commercial printing • New York
The Sheridan Group, Inc., a Maryland corporation (the “Issuer”), is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in a purchase agreement, dated as of April 8, 2011 by and among the Issuer, the subsidiary guarantors named therein and the Initial Purchaser (the “Purchase Agreement”), $150,000,000 aggregate principal amount at maturity of the Issuer’s 12.5% Senior Secured Notes due 2014, Series A, including the Guarantees (as defined below) endorsed thereon (the “Notes”).
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Among BANK OF AMERICA, N.A., as Agent certain Lenders and THE SHERIDAN GROUP, INC. dated June 16, 2009Revolving Credit Agreement • June 17th, 2009 • Sheridan Group Inc • Commercial printing • Pennsylvania
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT made as of the 16th day of June, 2009 by and among THE SHERIDAN GROUP, INC., a Maryland corporation (“Borrower”), BANK OF AMERICA, N.A. (“Bank”), individually, as Administrative Agent, Issuer and a Lender, and the OTHER FINANCIAL INSTITUTIONS that may become parties to this Agreement as “Lenders” from time to time in accordance with the terms hereof. Bank and any other financial institutions which may become parties to this Agreement from time to time, are sometimes collectively referred to as the “Lenders” and individually as a “Lender.” Bank, when acting in its capacity as agent for the Lenders and Issuer, or any successor or assign that assumes that position pursuant to the terms of this Agreement, is hereinafter sometimes referred to as the “Agent.”
LIMITED LIABILITY COMPANY AGREEMENT OF THE SHERIDAN GROUP HOLDINGS (JEFFERIES), LLCLimited Liability Company Agreement • May 13th, 2005 • Sheridan Group Inc • Commercial printing • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of May 10, 2005, of The Sheridan Group Holdings (Jefferies), LLC, a Delaware limited liability company (the “LLC” or “Company”), by and among the Members listed on the attached Schedule I. Certain terms used herein but not otherwise defined have the meaning set forth in Section 1.8.
SECURITIES HOLDERS AGREEMENT by and among TSG HOLDINGS CORP., BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., ING FURMAN SELZ INVESTORS III L.P., ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD., ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC, and THE OTHER...Securities Holders Agreement • November 13th, 2003 • Sheridan Group Inc • Delaware
THIS IS A SECURITIES HOLDERS AGREEMENT, dated as of August 21, 2003 (the “Agreement”), by and among TSG Holdings Corp., a Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING Barings U.S.” and, together with ING Furman Selz and ING Barings Global, the “Jefferies Funds”), and the individuals designated as Management Investors on the signature pages hereto (the “Management Investors”). BRS, each of the Jefferies Funds and each of the Management Investors and any other investor in the Company who becomes a party to or agrees to be bound by this Agreement are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
JOINDER TO INVESTOR AGREEMENTInvestor Agreement • March 28th, 2008 • Sheridan Group Inc • Commercial printing • Delaware
THIS JOINDER (this “Joinder”) is made and entered into as of January 15, 2008 by and among Euradius Acquisition Co., a Delaware corporation (the “Company”), TSG Holdings Corp., a Delaware corporation (the “Parent”) and Participatiemaatschappij Giraffe B.V., a limited liability company organized under the laws of The Netherlands (the “Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Investor Agreement, dated as of May 16, 2007 by and among the Company, Parent and Participatiemaatschappij Neushoorn B.V., a limited liability company organized under the laws of The Netherlands (“Neushoorn”), Participatiemaatschappij Olifant B.V., a limited liability company organized under the laws of The Netherlands (“Olifant” and together with Neushoorn, the “Euradius Investors”) (the “Investor Agreement”).
SECOND AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 10th, 2010 • Sheridan Group Inc • Commercial printing
The Sheridan Group, Inc. (the "Employer") and Gary J. Kittredge (the "Employee") wish to amend the Employee's Employment and Non-Competition Agreement dated April 1, 2007 (the "Agreement") to (i) bring the Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section, pursuant to IRS Notice 2010-6, and (ii) provide additional severance benefits.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTMaster Lease Agreement • November 13th, 2003 • Sheridan Group Inc
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of August , 2003, by and among (a) Sheridan Acquisition Corp., a Delaware corporation (the “Buyer”), (b) The Sheridan Group, Inc., a Maryland corporation (the “Company”), (c) BancBoston Ventures Inc. and John A. Saxton (the “Seller Representatives”), on behalf of and solely in their capacity as representatives of all of the Sellers (as defined in the Stock Purchase Agreement as hereinafter defined).
Joinder To the Securities Holders Agreement and Registration Rights AgreementRegistration Rights Agreement • March 30th, 2006 • Sheridan Group Inc • Commercial printing
In connection with the undersigned’s receipt from the estate of David T. Merchant of 53.191 shares of Common Stock and 4.46809 shares of Series A 10% Cumulative Compounding Preferred Stock of TSG Holdings Corp., a Delaware corporation (the “Company”), which are represented by Certificate No. C30 and Certificate No. AP30, respectively (together the “Shares”), the undersigned hereby represents and warrants to, and agrees and covenants with, you as follows:
INVESTOR AGREEMENT by and among EURADIUS ACQUISITION CO., TSG HOLDINGS CORP., PARTICIPATIEMAATSCHAPPIJ NEUSHOORN B.V. and PARTICIPATIEMAATSCHAPPIJ OLIFANT B.V. Dated as of May 16, 2007Investor Agreement • March 28th, 2008 • Sheridan Group Inc • Commercial printing • Delaware
THIS IS AN INVESTOR AGREEMENT, dated as of May 16, 2007 (the “Agreement”), by and among Euradius Acquisition Co., a Delaware corporation (the “Company”), TSG Holdings Corp., a Delaware corporation (the “Parent”), Participatiemaatschappij Neushoorn B.V., a private limited liability company organized under the laws of the Netherlands (“Neushoorn”) and Participatiemaatschappij Olifant B.V., a private limited liability company organized under the laws of the Netherlands (“Olifant” and, together with Neushoorn, the “Investors”).
FIRST AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 10th, 2010 • Sheridan Group Inc • Commercial printing
The Sheridan Group, Inc. (the "Employer") and Patricia A. Stricker (the "Employee") wish to amend the Employee's Employment and Non-Competition Agreement (the "Employment Agreement"), dated April 1, 2007, to bring the Employment Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section.
FIRST AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 10th, 2010 • Sheridan Group Inc • Commercial printing
The Sheridan Group, Inc. (the "Employer") and G. Paul Bozuwa (the "Employee") wish to amend the Employee's Employment and Non-Competition Agreement (the "Employment Agreement"), dated April 1, 2007, to bring the Employment Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section.
FIRST AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 10th, 2010 • Sheridan Group Inc • Commercial printing
The Sheridan Group, Inc. (the "Employer") and Douglas R. Ehmann (the "Employee") wish to amend the Employee's Employment and Non-Competition Agreement (the "Employment Agreement"), dated April 1, 2007, to bring the Employment Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section.
AMENDMENT No. 2 to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 14th, 2008 • Sheridan Group Inc • Commercial printing
AMENDMENT No. 2 dated May 12, 2008 (“Amendment”) to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT made as of the 25th day of May, 2004 (“Original Agreement”) by and among THE SHERIDAN GROUP, INC., a Maryland corporation (“Borrower”), BANK OF AMERICA, N.A. (the “Bank”), individually, as Administrative Agent, Issuer and a Lender, and the other Lenders under the Original Agreement.
STOCK PURCHASE AGREEMENTMaster Lease Agreement • November 13th, 2003 • Sheridan Group Inc • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of the 1st day of August, 2003, by and among (i) Sheridan Acquisition Corp., a Delaware corporation (the “Buyer”), (ii) The Sheridan Group, Inc., a Maryland corporation (the “Company”), and (iii) the shareholders, optionholders and warrantholders of the Company listed on Schedule 1 hereto (the “Sellers”). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in Section 9.
FIRST AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 10th, 2010 • Sheridan Group Inc • Commercial printing
The Sheridan Group, Inc. (the "Employer") and Joan B. Davidson (the "Employee") wish to amend the Employee's Employment and Non-Competition Agreement (the "Employment Agreement"), dated April 1, 2007, to bring the Employment Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section.
Mr. Christopher A. Pierce Yarmouth, ME 04096 RE: First Amendment to Employment Agreement Dear Chris:Sheridan Group Inc • March 30th, 2006 • Commercial printing
Reference is hereby made to the Employment and Non-Competition Agreement dated as of May 25, 2004 (the “Employment Agreement”) among The Dingley Press, Inc., a Delaware corporation (the “Employer”), Christopher A. Pierce (the “Employee”) and solely for purposes of §4, The Sheridan Group, Inc., a Maryland corporation and parent of the Employer (“Sheridan”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Employment Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2003 • Sheridan Group Inc • Maryland
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of February 2, 1998, is between The Sheridan Group, Inc., a Maryland corporation (the “Employer”), and John A. Saxton (the “Employee”).
MASTER RENTAL AND FINANCING AGREEMENT GUARANTYMaster Rental and Financing Agreement • November 13th, 2007 • Sheridan Group Inc • Commercial printing • New Jersey
WHEREAS, GPN Asia Pte Ltd of 10 Eunos Road 8, #05-37C Singapore Post Centre, Singapore 408600 (the "Lessee"), desires that HP Financial Services (Singapore) Pte Ltd (the "Lessor"), purchase and lease and/or provide financing to Lessee from time to time certain Equipment pursuant to that certain Master Rental and Financing Agreement Number 30242/S/l dated as of August 14, 2007 by and between Lessor and Lessee (the "Master Agreement") and Equipment Schedules and Certificates of Acceptance executed and delivered by Lessee thereunder (the Master Agreement, such Schedules and Certificates of Acceptance together with all other agreements, documents and instruments related thereto being referred, to herein collectively as the "Lease Documents"); and
SECOND AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 10th, 2010 • Sheridan Group Inc • Commercial printing
The Sheridan Group, Inc. (the "Employer") and Douglas R. Ehmann (the "Employee") wish to amend the Employee's Employment and Non-Competition Agreement dated April 1, 2007 (the "Agreement") to (i) bring the Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section, pursuant to IRS Notice 2010-6, and (ii) provide additional severance benefits.
SECOND AMENDMENT TO CONTRACT OF SALEContract of Sale • November 10th, 2011 • Sheridan Group Inc • Commercial printing
This Second Amendment to Contract of Sale (the “Second Amendment”) is made this 19th day of October, 2011, by and between UNITED LITHO, INC. (“Seller”) and BEAUMEADE DEVELOPMENT PARTNERS, LLC (“Buyer”) relating to the real property commonly identified as 21800 Beaumeade Circle, Ashburn, Virginia (the “Property”).
FIRST AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 10th, 2010 • Sheridan Group Inc • Commercial printing
The Sheridan Group, Inc. (the "Employer") and Robert M. Jakobe (the "Employee") wish to amend the Employee's Employment and Non-Competition Agreement (the "Employment Agreement"), dated April 1, 2007, to bring the Employment Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section.
SECOND AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • March 30th, 2007 • Sheridan Group Inc • Commercial printing
The Dingley Press, Inc. (the “Employer”), Christopher A. Pierce (the “Employee”), and, solely for purposes of Section 4, The Sheridan Group, Inc. (“Sheridan”) wish to amend the Employee’s Employment and Non-Competition Agreement (the “Employment Agreement”), dated May 25, 2004 and subsequently amended effective April 1, 2006, to bring the Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section.
SECURITIES PURCHASE AGREEMENT by and among TSG HOLDINGS CORP., BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., ING FURMAN SELZ INVESTORS III L.P., ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD., and ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC Dated as of...Securities Purchase Agreement • November 13th, 2003 • Sheridan Group Inc • Delaware
THIS IS A SECURITIES PURCHASE AGREEMENT, dated as of August 21, 2003 (the “Agreement”), by and among TSG Holdings Corp., a Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING Barings U.S.” and, together with ING Furman Selz and ING Barings Global, the “Jefferies Funds”). BRS and each of the Jefferies Funds are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
REGISTRATION RIGHTS AGREEMENT by and among TSG HOLDINGS CORP., BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., ING FURMAN SELZ INVESTORS III L.P., ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD., ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC, and THE OTHER...Registration Rights Agreement • November 13th, 2003 • Sheridan Group Inc • Delaware
THIS IS A REGISTRATION RIGHTS AGREEMENT, dated as of August 21, 2003 (the “Agreement”), by and among TSG Holdings Corp., a Delaware corporation (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”), ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING Barings U.S.” and, together with ING Furman Selz and ING Barings Global, the “Jefferies Funds”), and the individuals designated as Management Investors on the signature pages hereto (the “Management Investors”). BRS, each of the Jefferies Funds and each of the Management Investors are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
JOINDER TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2003 • Sheridan Group Inc • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated August 21, 2003, by and among Sheridan Acquisition Corp., a Delaware corporation (the “Issuer”), on the one hand, and Jefferies & Company, Inc. (the “Initial Purchaser”), on the other hand. Capitalized terms used herein but not defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
FIRST AMENDMENT TO CONTRACT OF SALEContract of Sale • May 13th, 2011 • Sheridan Group Inc • Commercial printing
This First Amendment to Contract of Sale (the “First Amendment”) is made this 19 day of April, 2011, by and between UNITED LITHO, INC. (“Seller”) and BEAUMEADE DEVELOPMENT PARTNERS, LLC (“Buyer”) relating to the real property commonly identified as 21800 Beaumeade Circle, Ashburn, Virginia (the “Property”).
AMENDMENT No. 1 to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 28th, 2008 • Sheridan Group Inc • Commercial printing
AMENDMENT No. 1 dated December 18, 2007 (“Amendment”) to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT made as of the 25th day of May, 2004 (“Original Agreement”) by and among THE SHERIDAN GROUP, INC., a Maryland corporation (“Borrower”), BANK OF AMERICA, N.A. (successor to FLEET NATIONAL BANK) (“Bank”), individually, as Administrative Agent, Issuer and a Lender, and the other Lenders under the Original Agreement.
EMPLOYMENT AND NON-COMPETITION AGREEMENT (Joan B. Weisman)Employment and Non-Competition Agreement • November 13th, 2003 • Sheridan Group Inc • Maryland
This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), dated as of October 31, 2001, is between The Sheridan Group, Inc., a Maryland corporation (the “Employer”), and Joan B. Weisman (the “Employee”).
SECOND AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • November 10th, 2010 • Sheridan Group Inc • Commercial printing
The Sheridan Group, Inc. (the "Employer") and G. Paul Bozuwa (the "Employee") wish to amend the Employee's Employment and Non-Competition Agreement dated April 1, 2007 (the "Agreement") to (i) bring the Agreement into compliance with the requirements of Internal Revenue Code section 409A and the Treasury Regulations and other authoritative guidance issued under that section, pursuant to IRS Notice 2010-6, and (ii) provide additional severance benefits.
AMENDMENT No. 1 to AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 30th, 2011 • Sheridan Group Inc • Commercial printing
AMENDMENT No. 1 dated January 5, 2011 (“Amendment”) to SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT made as of the 16th day of June, 2009 (as amended, the “Credit Agreement”) by and among THE SHERIDAN GROUP, INC., a Maryland corporation (“Borrower”), BANK OF AMERICA, N.A. (the “Bank”), individually, as Administrative Agent, Issuer and a Lender, and any other Lenders under the Credit Agreement.
SECOND AMENDMENT AND RESTATEMENTSecurities Holders Agreement • March 31st, 2009 • Sheridan Group Inc • Commercial printing • Delaware
THIS IS A SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of March 30, 2009 (the “Agreement”), by and among TSG Holdings Corp., a Delaware corporation (the “Company”), The Sheridan Group Holdings (BRS), LLC, a Delaware limited liability company (“BRS”) , The Sheridan Group Holdings (Jefferies), LLC, a Delaware limited liability company (“Jefferies”), the individuals designated as Management Investors on the signature pages hereto (the “Management Investors”), certain other individuals designated as investors on the signature pages hereto (the “Other Investors”) and any other investor in the Company who becomes a party to or agrees to be bound by this Agreement (the “Joining Investors”). Each of BRS, Jefferies, the Management Investors, the Other Investors and the Joining Investors are sometimes referred to herein individually as an “Investor” and collectively as the “Investors.”
AMENDMENT, RESTATEMENT AND JOINDERSecurities Holders Agreement • March 28th, 2008 • Sheridan Group Inc • Commercial printing • Delaware
THIS IS AN AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of May 16, 2007 (the “Agreement”), by and among TSG Holdings Corp., a Delaware corporation (the “Company”), The Sheridan Group Holdings (BRS), LLC, a Delaware limited liability company (“BRS”) , The Sheridan Group Holdings (Jefferies), LLC, a Delaware limited liability company (“Jefferies”), Participatiemaatschappij Neushoorn B.V., a private limited liability company organized under the laws of the Netherlands (“Neushoorn”), Participatiemaatschappij Olifant B.V., a private limited liability company organized under the laws of the Netherlands (“Olifant” and, together with Neushoorn, the “Euradius Investors”), the individuals designated as Management Investors on the signature pages hereto (the “Management Investors”) and certain other individuals designated as investors on the signature pages hereto (the “Other Investors”) .. Each of BRS, Jefferies, the Management Investors, the Euradius Investors, the Other Investor
