STOCK PURCHASE AGREEMENT
This Agreement is made and entered into as of June 9, 2005 among Diker
Management, LLC, a Delaware limited liability company ("Diker"), as investment
manager of Diker Value-Tech Fund, LP, a Delaware limited partnership ("Diker
Partnership"), and of Diker Value-Tech QP Fund, LP, a Delaware limited
partnership ("Diker QP Partnership"), and as investment adviser of separately
managed accounts (the "Managed Accounts"), on the one side, and Starboard Value
& Opportunity Fund, LLC, a Delaware limited liability company ("STARBOARD") and
Parche, LLC, a Delaware limited liability company ("PARCHE," and together with
Starboard, "BUYERS"), on the other side.
PREAMBLE
Diker is the beneficial owner of an aggregate of 8,119,277 shares (the
"SHARES") of common stock (the "COMMON STOCK"), par value $0.0001 per share of
I-Many, Inc., a Delaware corporation (the "COMPANY"), which Shares are held in
the names and accounts set forth on ANNEX A hereto. Diker desires to sell to
Buyers, and Buyers desire to purchase from Diker, 1,991,078 of the Shares of
Common Stock under Diker's management (the "SALE SHARES"), at the price and on
the terms and conditions set forth herein. Therefore, with the intent to be
legally bound, the parties agree as follows:
AGREEMENT
1. PURCHASE AND SALE.
(a) Diker hereby sells to Buyers from one or more accounts under
Diker's management, and Buyers hereby purchase from one or more accounts under
Diker's management, the Sale Shares, at a price of $1.70 per Sale Share, or an
aggregate of $3,384,832.60 (the "TOTAL PURCHASE PRICE"), in the amount as set
forth on ANNEX B hereto.
(b) Concurrently herewith, (i) Diker has caused (and will take all
required action to cause) the electronic delivery of the Sale Shares being held
in street name and purchased pursuant hereto through the Depository Trust
Company ("DTC") to DTC accounts designated in writing by Buyers, and (ii) Buyers
have delivered the Total Purchase Price by wire transfer to one or more accounts
as designated by Diker.
2. IRREVOCABLE PROXY. Concurrently with the execution of this Agreement,
Diker shall deliver to Buyers a duly executed Irrevocable Proxy in the form of
Exhibit A attached hereto ("IRREVOCABLE PROXY").
3. CLOSING. The closing of the purchase and sale hereunder (the "CLOSING")
and the payment of the Total Purchase Price shall take place within one
business day of the date of execution and delivery of this Agreement and shall
be deemed to have taken place at the offices of Xxxxxx Xxxxxxxx Frome
Xxxxxxxxxx & Wolosky LLP, Park Avenue Tower, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or such other time and place as the parties shall mutually agree.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DIKER. Diker hereby
represents, warrants and covenants to Buyers, as of the date hereof, as follows:
(a) Diker is a limited liability company duly organized, validly
existing and in good standing under the laws of its jurisdiction of organization
and has all requisite limited liability company power and authority to enter
into this Agreement and perform its obligations hereunder. The execution,
delivery and performance of this Agreement by Diker and the consummation of the
transactions contemplated hereby do not result in a violation of Diker's
certificate of formation or operating agreement.
(b) The execution, delivery and performance of this Agreement by Diker
have been duly and effectively authorized by all necessary actions of Diker.
This Agreement has been duly executed by Diker and constitutes a valid, legally
binding and enforceable obligation of Diker, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally or by the
principles governing the availability of equitable remedies.
(c) Diker is the beneficial owner of the Sale Shares and each of Diker
Partnership, Diker QP Partnership and the Managed Accounts has good title to the
Sale Shares to be sold by it hereunder. There exist no liens, claims, pledges,
options, proxies, voting agreements, charges or encumbrances of any kind
affecting the Sale Shares. Diker has the sole and absolute right and power to
sell, assign and transfer the Sale Shares as provided in this Agreement. Upon
consummation of the deliveries pursuant to Section 1(b), good and indefeasible
title to the Sale Shares will be vested in Buyers, free of any lien, pledge,
claim, restriction or other encumbrance.
(d) There are no actions, suits, proceedings or claims pending or, to
the knowledge of Diker, threatened with respect to or in any manner affecting
the beneficial ownership by Diker of the Sale Shares or prohibiting the sale of
the Sale Shares by Diker to Buyers.
(e) Each of Diker, Diker Partnership, Diker QP Partnership, Xxxxx XX,
LLC, Xxxxxxx X. Xxxxx and Xxxx X. Xxxxx, severally and not jointly, covenants
and agrees that, unless the buyer of such shares agrees in a writing, in form
acceptable to Buyers in their reasonable business judgment, to honor and assume
the Irrevocable Proxy as successor to such party, it will not sell any of the
shares of the Company's Common Stock that any such party beneficially owns on or
prior to the earlier of (i) immediately following the Company's next annual or
special meeting of stockholders, or action by written consent of stockholders,
which includes a vote for the election of directors (such meeting or action, the
"NEXT ELECTION") or (ii) the close of business on November 30, 2005.
2
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYERS. Buyers, jointly
and severally, represent, warrant and covenant to Diker, as of the date hereof,
that:
(a) Each Buyer is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite limited liability company power and authority to enter into this
Agreement and perform its obligations hereunder.
(b) The execution, delivery and performance of this Agreement by Buyers
have been duly and effectively authorized by all necessary actions of each
Buyer. This Agreement has been duly executed by each Buyer and constitutes a
valid, legally binding and enforceable obligation of such Buyer, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable remedies.
(c) The execution, delivery and performance of this Agreement by Buyers
and the consummation of the transactions contemplated hereby do not result in a
violation of such Buyers' respective certificate of formation or operating
agreement.
(d) There are no actions, suits, proceedings or claims pending or, to
the knowledge of Buyers, threatened with respect to or in any manner prohibiting
the purchase of the Sale Shares by Buyers from Diker.
6. INDEMNIFICATION.
(a) Diker shall indemnify, defend and hold harmless Buyers, any
officer, director, member, employee, agent, affiliate or control person thereof,
and their permitted assigns with respect to any and all demands, claims,
actions, suits or proceedings (individually or collectively, a "CLAIM"), and all
assessments, judgments, costs, losses, damages, obligations, liabilities,
recoveries, deficiencies, interest, penalties and reasonable attorneys' fees
("INDEMNIFIABLE EXPENSES") relating to or arising out of any breach or
non-performance by Diker of, or misrepresentation with respect to, any of
Diker's representations, warranties, covenants or agreements set forth in this
Agreement.
(b) Buyers, together with RCG Xxxxxxx Master Fund, Ltd. and RCG Halifax
Fund, Ltd., shall, jointly and severally, indemnify, defend and hold harmless
Diker, any partner, officer, director, employee, agent, affiliate or control
person thereof, and their permitted assigns with respect to any and all Claims
and Indemnifiable Expenses directly or indirectly relating to or arising out of
(i) any "solicitation" (as such term is defined in Rule 14a-1(l) promulgated
under the Securities Exchange Act of 1934, as amended) by Buyers or any of their
affiliates of proxies or consents (relating to the election of directors), which
shall include but not be limited to the preliminary filing by Buyers or any of
their affiliates of a Schedule 14A or Schedule 14C with the Securities
and Exchange Commission relating to the election of directors of the Company (a
"SOLICITATION"), in connection with the Next Election, (ii) the sale of the Sale
Shares or grant of the Irrevocable Proxy hereunder, (iii) any discussions,
communications or activities (A) in connection with the composition of the Board
of Directors of the Company between Diker or any affiliate thereof, on the one
hand, and either (x) Ramius Capital Group, LLC or any affiliate thereof or (y)
the Company or any representative thereof, on the other hand, or (B) in
connection with any of the matters set forth above, (iv) any filings in
connection with any of the matters set forth above, or (v) any breach or
non-performance by Buyers of, or misrepresentation with respect to, any of
Buyers' representations, warranties, covenants or agreements set forth in this
Agreement.
3
(c) For purposes of administering the indemnification provisions set
forth in this Section 6, the following procedure shall apply:
(i) Whenever a Claim shall arise under this Section 6, the party
entitled to indemnification (the "INDEMNIFIED PARTY") shall promptly and in no
event later than ten (10) business days after becoming aware of such a Claim,
give written notice (a "CLAIM NOTICE") to the party from whom indemnification is
sought (the "INDEMNIFYING PARTY") setting forth in reasonable detail, to the
extent then available, the facts concerning the nature of such Claim and the
basis upon which the Indemnified Party believes that it is entitled to
indemnification hereunder, provided that the Indemnified Party's failure to do
so shall not preclude it from seeking indemnification hereunder except to the
extent that such failure has materially prejudiced the Indemnifying Party's
ability to defend such Claim.
(ii) In the event of any Claim hereunder resulting from or in
connection with any Claim brought by a third party, the Indemnifying Party shall
be entitled, at its sole expense, by written notice delivered promptly and in no
event later than ten (10) business days after delivery by the Indemnified Party
of the Claim Notice, either:
(x) to participate therein, or
(y) to assume the entire defense thereof with counsel who is
selected by it and who is reasonably satisfactory to the Indemnified Party.
(iii) If the Indemnifying Party timely elects to defend a third
party Claim, such Claim shall be settled or prosecuted to a final conclusion and
all costs and expenses of such proceedings, including the reasonable fees and
expenses of counsel and the amount of any settlement or judgment in connection
with such Claim, shall be paid by the Indemnifying Party; provided, however,
that (x) the Indemnifying Party shall not, without the written consent of the
Indemnified Party, settle or compromise any Claim or consent to the entry of any
judgment unless (A) there is no finding or admission of any violation of law by
or on behalf of the Indemnified Party, (B) the sole relief provided is monetary
damages that are paid in full by the Indemnifying Party and (C) the settlement
or compromise includes the giving by the claimants/plaintiffs to the Indemnified
Party of an unconditional release from all liabilities in respect of such Claim,
and (y) the Indemnified Party shall have no liability with respect to any
settlement or compromise of any Claim effected without its required consent. If
the Indemnified Party desires to employ counsel separate from counsel employed
by the Indemnifying Party to participate in any defense or settlement of a Claim
that the Indemnifying Party has elected to defend in accordance with the
foregoing, it may do so at its sole cost and expense; provided, however, that
such counsel for the Indemnified Party shall instead be at the Indemnifying
Party's sole cost and expense if the Indemnified Party shall have been advised
by its counsel that under applicable standards of
4
professional conduct it is reasonably likely to constitute a conflict of
interest for the Indemnifying Party's counsel to represent both the Indemnifying
Party and the Indemnified Party. Counsels to the Indemnified Party and to the
Indemnifying Party shall cooperate with each other in defending against such
Claim.
(iv) Notwithstanding the foregoing, the Indemnified Party shall
have the sole right to control the defense and, with the prior written consent
of the Indemnifying Party, which consent shall not be unreasonably withheld,
settlement of a third party Claim employing counsel of its choice in its sole
discretion if (i) the Indemnifying Party has disputed liability hereunder with
respect to any portion of such Claim or (ii) the Indemnifying Party has not
timely elected to control the defense and settlement of such Claim and, in each
such case, all costs and expenses of such proceedings, including the reasonable
fees and expenses of counsel and the amount of any settlement or judgment in
connection with such Claim, shall be at the Indemnifying Party's sole cost and
expense if it shall thereafter be found that such Claim was subject to
indemnification by the Indemnifying Party hereunder, in which case the
Indemnified Party shall be entitled to periodic reimbursement of expenses
incurred in connection therewith and prompt indemnification from the
Indemnifying Party, including without limitation reasonable attorneys' fees, in
accordance with this Section 6.
7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
warranties, agreements, covenants and obligations made or undertaken by Diker or
Buyers, as the case may be, in this Agreement or in any document or instrument
executed and delivered pursuant hereto, are material, have been relied upon by
the parties hereto, shall survive the Closing hereunder, and shall not merge in
the performance of any obligation by either party hereto.
8. EXPENSES. All expenses incurred by the parties hereto in connection
with or related to the authorization, preparation and execution of this
Agreement and the Closing of the transactions contemplated hereby, including,
without limitation, all fees and expenses of agents, representatives, counsel
and accountants employed by such party, shall be borne solely and entirely by
the party which has incurred the same.
9. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement, and supersedes all
prior agreements and understandings, whether oral or written, among the parties
hereto with respect to the subject matter hereof. This Agreement may be amended
only by an instrument in writing signed by each of the parties to this
Agreement.
(b) This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
(c) Section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
5
(d) This Agreement may be executed in any number of counterparts, each
of which shall, when executed, be deemed to be an original and all of which
shall be deemed to be one and the same instrument.
(e) All questions concerning the construction, interpretation and
validity of this Agreement shall be governed by and construed and enforced in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law provision or rule (whether in the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York. In furtherance of the
foregoing, the internal law of the State of New York will control the
interpretation and construction of this Agreement, even if under such
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily or necessarily apply.
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY, THE PARTIES DESIRE
THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT
OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS
AGREEMENT OR ANY DOCUMENTS RELATED HERETO.
(f) Any legal action or proceeding with respect to this Agreement may
be brought only in the courts of the State of New York or of the United States
of America located in the City of New York, New York, and, by execution and
delivery of this Agreement, the parties hereby accept for themselves and in
respect of their properties, generally and unconditionally, the exclusive
jurisdiction of the aforesaid courts. The parties hereby irrevocably waive, in
connection with any such action or proceeding, any objection, including, without
limitation, any objection to the venue or based on the grounds of forum non
conveniens, which they may now or hereafter have to the bringing of any such
action or proceeding in such respective jurisdictions. The parties hereby
irrevocably consent to the service of process of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to them at the address set forth
herein.
(g) All notices, demands and other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given (a) when delivered by hand (with
written confirmation of receipt), (b) one (1) business day after sending if sent
by facsimile, with electronic confirmation of sending; PROVIDED, HOWEVER, that a
copy is sent within 24 hours by certified or registered mail, return receipt
requested, in each case to the appropriate mailing and facsimile addresses set
forth below (or to such other mailing and facsimile addresses as a party may
designate by notice to the other parties in accordance with this provision), (c)
one (1) business day after being delivered to a nationally
6
recognized overnight carrier for overnight delivery to the addresses set forth
below (or to such other mailing addresses as a party may designate by notice to
the other parties in accordance with this provision) or (d) when actually
received if sent by any other method that results in delivery (with written
confirmation of receipt):
If to Buyers: With a copy to:
Starboard Value & Opportunity Fund, LLC Xxxxxx Xxxxxxxx Frome
Parche, LLC Xxxxxxxxxx & Wolosky LLP
c/o Ramius Capital Group, LLC Xxxx Xxxxxx Xxxxx
000 Xxxxx Xxxxxx 00 Xxxx 00xx Xxxxxx
00xx Xxxxx Xxx Xxxx, Xxx Xxxx 10022
Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxxx, Esq.
Attn: Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
If to Diker: With a copy to:
Diker Management, LLC Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxxxxxxxx, Esq.
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(h) Any waiver by any party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach or provision of this Agreement.
(i) Each of the parties hereto shall, without further consideration,
execute and deliver to any other party hereto such instruments of transfer and
shall perform such other actions as such party may reasonably request to carry
out the obligations of the parties under this Agreement.
(j) This Agreement may not be modified or amended, or any of the
provisions of this Agreement waived, except by written agreement of all parties
hereto.
7
[Signature page follows]
8
SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
DIKER
DIKER MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
BUYERS
STARBOARD VALUE & OPPORTUNITY
FUND, LLC
By: Admiral Advisors, LLC,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
PARCHE, LLC
By: Admiral Advisors, LLC,
its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
SOLELY WITH RESPECT TO SECTIONS 6(B) AND 6(C):
RCG HALIFAX FUND, LTD.
By: Ramius Capital Group, LLC,
Its Investment Advisor
By: C4S & Co., L.L.C., its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
RCG XXXXXXX MASTER FUND, LTD.
By: Ramius Capital Group, LLC,
Its Investment Advisor
By: C4S & Co., L.L.C., its Managing Member
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
9
SOLELY WITH RESPECT TO SECTIONS 1, 2, 3
AND 4(e):
DIKER VALUE-TECH FUND, LP
By: Xxxxx XX, LLC, General Partner
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
DIKER VALUE-TECH QP FUND, LP
By: Xxxxx XX, LLC, General Partner
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
XXXXX XX, LLC
By: /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
SOLELY WITH RESPECT TO SECTION 4(e):
XXXXXXX X. XXXXX, INDIVIDUALLY
/s/ Xxxxxxx X. Xxxxx
---------------------------------------
XXXX X. XXXXX, INDIVIDUALLY
/s/ Xxxx X. Xxxxx
---------------------------------------
10
ANNEX A
* The Sale Shares are held in street name in DTC accounts maintained by
Bank of America Securities for the benefit of Diker Partnership, Diker
QP Partnership and the Managed Accounts.
11
ANNEX B
BUYER SALE SHARES BEING PURCHASED PURCHASE PRICE
----- --------------------------- --------------
Starboard 1,672,506 $2,843,260.20
Parche 318,572 $541,572.40
--------- -------------
Total 1,991,078 $3,384,832.60
12
EXHIBIT A
IRREVOCABLE PROXY
Diker Management, LLC ("Diker"), a Delaware limited liability company, has
entered into a certain Stock Purchase Agreement (the "Agreement") with Starboard
Value & Opportunity Fund, LLC, and Parche, LLC, each of which are Delaware
limited liability companies ("Buyers"), dated the date hereof, in connection
with Buyers' purchase of 1,991,078 shares (the "Sale Shares") of common stock of
I-Many, Inc., a Delaware corporation (the "Company"), from accounts under
Diker's management, among other things. As an inducement for Buyers to enter
into the Agreement, each of Diker, Diker Value-Tech Fund, LP, Diker Value-Tech
QP Fund, LP, Xxxxx XX, LLC, Xxxxxxx X. Xxxxx and Xxxx X. Xxxxx (together, the
"Diker Parties") hereby irrevocably (to the fullest extent permitted by law)
appoints and constitutes Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx, and each of
them, the proxy of each of the Diker Parties with respect to all shares of the
Company's common stock beneficially owned, now or hereafter acquired, by any of
the Diker Parties, including the Sale Shares (as defined in the Agreement) sold
pursuant to the Agreement if the record date for stockholders of the Company is
on or prior to the date that the Sale Shares are held of record in a DTC account
designated in writing by Buyers (the "Company Shares") with full power of
substitution and resubstitution, to extent set forth herein. As of the date
hereof, all prior proxies given by either of the Diker Parties with respect to
any of the Company Shares are hereby revoked, and no subsequent proxies will be
given with respect to any of the Company Shares by the Diker Parties prior to
the Expiration Date (as defined below).
From the date hereof until the Expiration Date, the proxy named above will
be empowered, and may exercise this proxy, to vote the Company Shares, at any
time and from time to time, in its sole and absolute discretion and without
notice to any of the Diker Parties, at any meeting of the stockholders of the
Company, however called, or in any written action by consent of stockholders of
the Company, with respect to all matters brought before a vote of the
stockholders relating to the election or removal of directors. This proxy
relates to all of the Company Shares. This proxy and the rights granted
hereunder shall expire on the Expiration Date.
This proxy shall be binding upon the heirs, successors and assigns of each
of the Diker Parties.
Any term or provision of this proxy which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this proxy or affecting the validity or
enforceability of any of the terms or provisions of this proxy in any other
jurisdiction. If any provision of this proxy is so broad as to be unenforceable,
the provision shall be interpreted to be only so broad as is enforceable. Each
of the Diker Parties hereby affirms that this proxy is given for the purpose of
and should be construed so as to effectuate the purposes set forth above, and
that this proxy is coupled with an interest and is irrevocable during the term
hereof.
This proxy shall terminate upon the earlier to occur of (i) immediately
following the Company's next annual or special meeting of stockholders, or
action by written consent of stockholders, which includes a vote for the
election of directors; or (ii) the close of business on November 30, 2005 (the
earlier of such events, the "Expiration Date").
Dated: June __, 2005
13
DIKER MANAGEMENT, LLC
By:
------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
DIKER VALUE-TECH FUND, LP
By: Xxxxx XX, LLC, General Partner
By:
------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
DIKER VALUE-TECH QP FUND, LP
By: Xxxxx XX, LLC, General Partner
By:
------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
XXXXX XX, LLC
By:
------------------------------
Name: Xxxx X. Xxxxx
Title: Managing Member
XXXXXXX X. XXXXX, INDIVIDUALLY
----------------------------------
XXXX X. XXXXX, INDIVIDUALLY
----------------------------------
14