EXHIBIT 4.9
Execution Copy
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SHAREHOLDER AGREEMENT
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THIS SHAREHOLDER AGREEMENT (this "Agreement") is entered into as of May
10, 2000, by and among JOSTENS, INC., a Minnesota corporation (the "Company"),
INVESTCORP INVESTMENT EQUITY LIMITED, a Cayman Islands corporation ("IIEL"), the
other holders of Class D Common Stock ("Class D Stock") of the Company (IIEL and
each such other holder individually a "Class D Shareholder" and collectively the
"Class D Shareholders"), the other shareholders listed on Schedule A attached
hereto (the "Investcorp Shareholders") and DB CAPITAL INVESTORS, L.P., a
Delaware limited partnership ("DB Capital" and, together with the Class D
Shareholders and the Investcorp Shareholders, the "Shareholders").
R E C I T A L S
A. The Company is a party to an Agreement and Plan of Merger dated as
of December 27, 1999 (the "Merger Agreement") by and between the Company and
Saturn Acquisition Corporation, a Minnesota corporation ("MergerCo"), and
amended on March 31, 2000, pursuant to which MergerCo will, subject to the terms
and conditions of the Merger Agreement, be merged with and into the Company (the
"Merger").
B. Pursuant to a Subscription Agreement dated the date hereof, DB
Capital has purchased (i) 590,000 shares of Class A Common Stock, par value
$0.33? per share, of MergerCo (the "Class A Shares"), (ii) 1,346,036 shares of
Class E Common Stock, par value $0.01 per share, of MergerCo (the "Class E
Shares"), all of which shares will by virtue of the Merger be automatically
converted into a like number of the same class of shares of the Company, and
(iii) warrants to purchase 531,325 Class E Shares (the "Warrants"). The Class A
Shares and Class E Shares are collectively referred to herein as the "DB
Shares". The DB Shares, the Warrants and the shares issuable upon exercise of
the Warrants are referred to herein as the "DB Securities."
C. Pursuant to Subscription Agreements dated the date hereof, the Class
D Shareholders have purchased 20,000 shares of Class D Stock and the Investcorp
Shareholders have purchased (i) 5,300,000 shares of Class B Common Stock, par
value $0.01 per share, of MergerCo ("Class B Stock")and (ii) 811,020 shares of
Class C Common Stock, par value $0.01 per share, of MergerCo ("Class C Stock"),
all of which shares will by virtue of the Merger be automatically converted into
a like number of the respective class of shares of the Company
D. In connection with the Merger, the Company and the Shareholders
desire to enter into this Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the parties
hereto agree as follows:
SECTION 1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Affiliate" means, with respect to any Person, (a) any Person
which, directly or indirectly, is in control of, is controlled by, or
is under common control with, such Person or (b) any Person who is a
director or officer (i) of such Person, (ii) of any subsidiary of such
Person or (iii) of any Person described in clause (a) above. For
purposes of this definition, "control" of a Person means the power,
directly or indirectly, (x) to vote 50% or more of the securities
having ordinary voting power for the election of directors of such
Person whether by ownership of securities, contract, proxy or
otherwise, or (y) to direct or cause the direction of the management
and policies of such Person whether by ownership of securities,
contract, proxy or otherwise.
"Articles of Incorporation" means the Articles of
Incorporation of the Company in effect immediately following the
closing of the Merger, as such Articles may thereafter from time to
time be amended in accordance with applicable law and such Articles.
"Board" means the Board of Directors of the Company.
"Common Stock" means the common stock, par value $0.01 per
share, of the Company.
"Initial Public Offering" shall have the meaning ascribed to
that term in Article IV, Section 1 of the Articles of Incorporation.
"New Equity Financing" means the issuance by the Company of
new common equity securities of the Company, or securities convertible
into, or exercisable or exchangeable for, such common equity securities
other than issuances of equity securities (a) pursuant to stock
incentive or compensation plans approved by the Board, (b) upon
exercise of convertible instruments outstanding immediately following
the closing of the Merger, (c) as consideration for business
acquisitions by the Company or a subsidiary of the Company approved by
the Board, (d) in connection with debt or lease financings approved by
the Board or (e) in the Initial Public Offering.
"Permitted Transferee" shall mean (i) a Person acquiring
Shares pursuant to Section 2 hereof or (ii) a Person that is an
Affiliate of either DB Capital or a Permitted Transferee; provided,
however, that no transfer to a Permitted Transferee will be effective
unless and until such Permitted Transferee has agreed in writing to be
bound by this Agreement with respect to the Shares to be so
transferred.
"Person" means an individual, limited or general partnership,
joint venture, limited liability company, corporation, trust,
unincorporated organization or a government or any department or agency
thereof.
Certain other terms are defined elsewhere in this Agreement.
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SECTION 2. Right of First Offer on DB Shares.
(a) In the event that DB Capital or any Permitted Transferee holding DB
Shares (the "Initiating Holder") proposes to sell any DB Shares to any Person
other than a Permitted Transferee, such Initiating Holder shall furnish to the
Company and to IIEL a written notice specifying the number of DB Shares proposed
to be sold, the proposed sale price and all other material terms and conditions
of the proposed sale (a "Proposed Sale Notice").
(b) The Company and IIEL shall each then have the irrevocable option,
exercisable by written notice to the Initiating Holder within 45 days after
receipt of a Proposed Sale Notice (the "Option Period"), to purchase all (but
not less than all) of the DB Shares covered by such Notice at the same price and
on the same terms and conditions as contained in such Notice (the "Option"). As
between the Company and IIEL, IIEL will have first priority with respect to the
Option, and the DB Shares covered by such Option may be allocated between IIEL
and the Company in any amounts mutually agreed upon by IIEL and the Company.
(c) In the event that either IIEL or the Company elects to exercise the
Option (either or both, as applicable, an "Electing Offeree"), the closing of
the purchase or purchases pursuant to the exercise of such Option shall occur at
the offices of the Company on the date specified in the notice of exercise,
which date shall not be later than 90 days after receipt by the Company and IIEL
of the Proposed Sale Notice (or such earlier date, if any, mutually agreed upon
by the Initiating Holder and the Electing Offeree). At such closing, (i) the
Initiating Holder shall deliver to the Electing Offeree the stock certificate or
certificates evidencing such DB Shares in valid form for transfer with
appropriate and duly executed assignments, stock powers or endorsements, as the
case may be, bearing any necessary documentary stamps and accompanied by such
certificates of authority, consents to transfer or other instruments or
evidences of good title of the Initiating Holder to such DB Shares, free and
clear of any and all claims, liens, pledges and encumbrances, as may reasonably
be requested by such Electing Offerees, and (ii) each Electing Offeree shall pay
to the Initiating Holder the applicable purchase price by wire transfer of
immediately available funds to such account as the Initiating Holder shall
designate in writing to the Electing Offeree.
(d) If the Option is not exercised within the Option Period or if,
prior to the expiration of the Option Period, each of IIEL and the Company shall
have given the Initiating Holder written notice that it will not exercise the
Option, then the Initiating Holder shall be free, for a period of 180 days
beginning on the earlier of the day after the expiration of the Option Period or
the date on which the Initiating Holder shall have received such notices of
non-election, as applicable, to sell such DB Shares to any other purchaser or
purchasers at prices, terms and conditions no less favorable to the Initiating
Holder than those contained in the Proposed Sale Notice; provided that (i) any
such other purchaser or purchasers shall agree in writing to be bound by all
provisions of this Agreement applicable to the Initiating Holder to the extent
such provisions by their terms continue in effect; and (ii) the total number of
Persons holding DB Shares as a result of sales pursuant to this Section 2(d)
shall not exceed ten (10) Persons without the written consent of the Company
(which shall not be unreasonably withheld).
(e) Except as hereinafter provided, no transfer, assignment or other
disposition of any DB Shares (including without limitation any transfer,
assignment or other disposition by
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operation of law) may be made by DB Capital or a Permitted Transferee, other
than a transfer by DB Capital to a Permitted Transferee or by a Permitted
Transferee to another Permitted Transferee; provided that, subject to the prior
written consent of IIEL (which consent shall not be unreasonably withheld), DB
Capital or a Permitted Transferee may pledge or hypothecate DB Shares in a bona
fide credit transaction with an unaffiliated financial institution.
(f) All DB Shares sold pursuant to Section 2(d) shall continue to be
subject to the provisions of this Section 2.
(g) The transfer restrictions imposed on the DB Shares by this Section
2 are in addition to any restrictions applicable to such shares which are
contained in the Articles of Incorporation.
(h) The provisions of this Section 2 shall expire and be of no further
force and effect upon occurrence of an Initial Public Offering.
SECTION 3. Right to Participate in Certain Sales.
(a) In the event that, during the period beginning immediately after
the closing of the Merger and ending upon the Initial Public Offering, one or
more Investcorp Shareholders propose to engage in a sale or series of related
sales of equity interests in the Company which is not a "Tag-Along Transfer"
within the meaning of Article IV of the Articles of Incorporation (a "Section 3
Sale") to a purchaser who is not an Investcorp Shareholder (a "Section 3
Purchaser"), then DB Capital and any Permitted Transferee holding DB Securities
shall be given the right to participate in such Section 3 Sale at the same price
and on the same terms and conditions as the Investcorp Shareholders
participating in such transaction, up to the Pro Rata DB Share Amount (as
defined below) applicable to DB Capital and each such Permitted Transferee. As
used in this Section 3 "Pro Rata DB Share Amount" applicable to a holder of DB
Securities shall mean the number of whole DB Shares and shares issued or
issuable upon exercise of a Warrant ("Warrant Shares") (disregarding any
resulting fractional share) derived by multiplying (x) the total number of DB
Shares and Warrant Shares held by such holder by (y) a fraction, the numerator
of which is the total number of outstanding shares of all classes of common
stock of the Company (other than DB Shares and Warrant Shares) to be included in
the Section 3 Sale and the denominator of which is the total number of
outstanding shares of all classes of common stock of the Company held by the
Investcorp Shareholders participating in such transaction.
(b) The Investcorp Shareholders proposing to engage in a Section 3 Sale
shall notify, or cause to be notified, DB Capital and each Permitted Transferee
holding DB Securities in writing of each Section 3 Sale at least 20 days prior
to the scheduled closing of the Section 3 Sale. Such notice (the "Section 3 Sale
Notice") shall set forth the following: (i) the total number of shares of
Company capital stock, by class, to be included in the Section 3 Sale, (ii) the
applicable Pro Rata DB Share Amount for each holder of DB Securities then having
rights under this Section 3 and the basis on which each of such Amounts has been
calculated, (iii) the consideration per share to be paid by the Section 3
Purchaser, (iv) a summary of other material terms and conditions of the Section
3 Sale and an estimate of anticipated expenses, (v) that the Section 3 Purchaser
has been informed of the participation rights under this Section 3 and has
agreed to purchase DB Securities up to the applicable Pro Rata DB Share Amounts
to the extent
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holders of such DB Securities elect to participate and (vi) the name and address
of the person to whom such holders of DB Securities should direct their election
notices as provided in Section 3(c) below.
(c) The participation rights granted pursuant to this Section 3 may be
exercised by holders of such rights by delivery of a written notice (the
"Section 3 Election Notice") within 15 days following receipt of such Notice
(each holder of such participation rights who so elects is referred to herein as
an "Electing Holder"). The Section 3 Election Notice shall state either (A) that
the Electing Holder elects to include in such sale its full Pro Rata DB Share
Amount or (B) if such Electing Holder elects to include in such Sale a lesser
number of shares, such lesser number of shares (the amount so included, the
"Included DB Shares").
The Section 3 Election Notice shall constitute a binding agreement by
the applicable Electing Holder to sell the Included DB Shares in the Section 3
Sale on the terms and conditions specified in the Section 3 Sale Notice. In
addition, by delivering the Section 3 Election Notice such Electing Holder
agrees to the following: (i) prior to the closing of any such Sale, to execute
and deliver (or cause to be executed and delivered) any purchase agreement or
other documentation required by the Section 3 Purchaser to consummate the
Section 3 Sale, which purchase agreement and other documentation shall be on
terms no less favorable in respect of any material term to such Electing Holder
than those executed by the other Company shareholders participating in such
Sale; provided that no Electing Holder shall be required to make any
representation or warranty or undertake any liability in any such purchase
agreement or otherwise in connection with a Section 3 Sale other than
representations and warranties as to its ownership and authority to transfer the
Included DB Shares, free and clear of all liens and encumbrances and in
compliance with all applicable laws; and (B) at the closing of any such Sale
deliver to the Section 3 Purchaser the certificate or certificates representing
the Included DB Shares, duly endorsed for transfer with signatures guaranteed,
against receipt of the purchase price therefor.
If no Section 3 Election Notice is received by the person designated in
the Section 3 Sale Notice to receive such Election within the time period
specified in Section 3(c)(i) above, the other selling shareholders participating
in the Section 3 Sale shall have the right to sell to the Section 3 Purchaser up
to the number of shares designated as proposed for sale in the Section 3 Sale
Notice on terms and conditions no more favorable in any material respect to such
shareholders than those stated in such Notice.
(d) Each holder of Included DB Shares shall be required to bear its pro
rata share, based on the number of total shares included in such Sale by all
Company shareholders, of the expenses of the transaction, including without
limitation legal, accounting and investment banking fees and expenses.
(e) The provisions of this Section 3 shall not apply to any DB
Securities that have previously been the subject of a completed Section 3 Sale
nor shall the holder of any such DB Securities have the right, pursuant to this
Agreement, to participate in any subsequent Section 3 Sale.
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(f) The provisions of this Section 3 shall not apply to sales by any
Investcorp Shareholder to any Affiliate of any such Investcorp Shareholder or to
any other Investcorp Shareholder.
(g) Nothing herein shall constitute an obligation on the part of the
Investcorp Shareholders proposing to engage in a Section 3 Sale to consummate
such sale.
SECTION 4. Board Representation.
The Class D Shareholders hereby agree that, from and after the date
hereof until the Initial Public Offering, and provided DB Capital beneficially
owns either (a) at least a majority of the DB Shares or (b) at least $30.0
million in aggregate liquidation preference of the Senior Exchangeable
Payment-In-Kind Preferred Stock of the Company (the "Retention Condition"), the
Class D Shareholders shall vote or cause to be voted the shares of Class D
Common Stock of the Company held by such shareholders in such a manner as to
elect one director to the Board as specified by DB Capital. DB Capital and its
Permitted Transferees, if any, hereby agree that, from and after the date hereof
until the Initial Public Offering, DB Capital and such Permitted Transferees, if
any, shall vote or cause to be voted the Shares held by such shareholders (to
the extent such holders have voting rights) in such a manner as to elect the
remaining directors to the Board as specified by the Class D Shareholders. In
the event that voting equity securities are issued by the Company in a New
Equity Financing, the Company shall take steps as necessary to preserve for the
benefit of DB Capital its rights under this Section 4.
SECTION 5. Right to Participate in Future Financings.
In the event that, prior to the Initial Public Offering, the Company
intends to engage in a New Equity Financing, (i) it shall provide DB Capital,
the Class D Shareholders and the Investcorp Shareholders with written notice of
such intention at least 20 business days prior to the scheduled closing of the
New Equity Financing, describing the type of equity securities to be issued, the
price and the number or amount thereof, and the general terms upon which the
Company proposes to effect such issuance and (ii) if within 10 days after
receipt of such notice DB Capital, any Class D Shareholder or any Investcorp
Shareholder (each, an "Electing Shareholder") notifies the Company of its desire
to participate in such New Equity Financing as hereinafter contemplated, it
shall take steps as are necessary to enable each such Electing Shareholder to
participate, at such Electing Shareholder's option, as a purchaser in such New
Equity Financing such that the Electing Shareholder, through the exercise of
such option, would maintain a percentage interest in the outstanding common
equity securities of the Company equal to the percentage that the total
outstanding common equity securities of the Company held by such Electing
Shareholder at such time (excluding the Warrants and shares issued or issuable
upon the exercise of the Warrants) bears to the total outstanding common equity
securities of the Company on a fully diluted basis (including, without
limitation, shares issued upon the exercise of the Warrants).
SECTION 6. Public Reports and Financial Statements.
As soon as available to the public, the Company will provide to DB
Capital copies of all annual reports, periodic reports and other filings made by
the Company with the Securities and
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Exchange Commission. In the event that, after the date hereof, the Company shall
not be required to make filings with the Securities and Exchange Commission, the
Company will deliver to DB Capital as soon as available annual and quarterly
consolidated balance sheets and consolidated statements of income and
shareholders' equity and consolidated statements of cash flows of the Company.
SECTION 7. Legends. All certificates representing DB Shares shall, in
addition to other legends that may be required by the Articles of Incorporation
of the Company or by state or federal securities laws, bear the following
legends:
"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS, CONDITIONS AND RESTRICTIONS OF A SHAREHOLDER AGREEMENT AMONG JOSTENS,
INC. AND CERTAIN OF ITS SHAREHOLDERS AND MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN SUCH AGREEMENT. THESE SHARES ARE SUBJECT TO
REPURCHASE RIGHTS PURSUANT TO SUCH SHAREHOLDER AGREEMENT. A COMPLETE AND CORRECT
COPY OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE OFFICES OF JOSTENS,
INC. AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER HEREOF UPON WRITTEN
REQUEST."
SECTION 8. Miscellaneous.
(a) Notices. All notices, instructions and other communications in
connection with this Agreement shall be in writing and may be given by (i)
personal delivery, (ii) certified mail, return receipt requested, postage
prepaid, or (iii) delivery by a nationally recognized overnight courier, to the
parties at the addresses of each as set forth on the signature pages to this
Agreement or to such other address as any party may specify in a notice to the
other parties. Notices will be deemed to have been given (w) when actually
delivered personally, (x) the next business day if sent by overnight courier
(with proof of delivery) or (y) on the fifth day after mailing by certified
mail.
(b) No Waiver. No course of dealing and no delay on the part of any
party hereto in exercising any right, power or remedy conferred by this
Agreement shall operate as a waiver thereof or otherwise prejudice such party's
rights, powers and remedies conferred by this Agreement or shall preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy.
(c) Binding Effect; Assignability. This Agreement shall be binding upon
and, except as otherwise provided herein, shall inure to the benefit of the
respective parties and their permitted successors and assigns, including,
without limitation, Permitted Transferees to the extent specifically provided
for herein. This Agreement shall not be assignable except as otherwise
specifically provided herein.
(d) Amendment and Waiver. This Agreement may not be amended, modified
or supplemented, and no waiver or consent to departures from the provisions
hereof shall bind any party who has not given such waiver or consent, unless
consented to in writing by the holders of at least 80% of the outstanding common
equity securities of the Company. The Agreement may not be amended, modified or
supplemented in a manner which adversely affects the rights of any
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holder of common equity securities of the Company but does not equally affect
the rights of all other holders of common equity securities of the Company
without the affected party's consent.
(e) Governing Law; Service of Process. This Agreement shall be
construed both as to validity and performance in accordance with, and governed
by, the laws of the State of New York applicable to agreements to be performed
in New York, without regard to principles of conflict of laws. Each of the
parties hereto irrevocably consents to the jurisdiction and venue of any state
or federal court situated in the City of New York in the State of New York, and
further consents to the service of any and all process in any action or
proceeding arising out of or relating to this Agreement by the mailing of copies
of such process to such party at its address pursuant to Section 6(a) hereof.
(f) Counterparts. This Agreement may be executed in two or more
counterparts each of which shall be deemed an original but all of which together
shall constitute one and the same instrument, and all signatures need not appear
on any one counterpart.
(g) Headings. All headings and captions in this Agreement are for
purposes of reference only and shall not be construed to limit or affect the
substance of this Agreement. All references to Section in this Agreement refer
to Sections of this Agreement, unless the context otherwise expressly provides.
(h) Entire Agreement. This Agreement contains, and is intended as, a
complete statement of all the terms of the arrangements between the parties with
respect to the matters provided for herein and supersedes any previous
agreements and understandings between the parties with respect to those matters.
(i) 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 hereby is not affected in any manner adverse to
any party. 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 an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the maximum extent possible.
(j) No Dilution. The Company hereby represents and warrants to DB
Capital that in no event will the issuance of Common Stock upon exercise of the
Class B Warrant issued by the Company on the date hereof be dilutive to DB
Capital's ownership percentage of the Company common equity securities.
(k) New Class D Shareholders. The Company will not issue, and the Class
D Shareholders and the Investcorp Shareholders will not transfer, any shares of
Class B Stock, Class C Stock or Class D Stock unless the holder or transferee of
such shares shall have first agreed to become a party to, and to be bound by,
the terms of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
JOSTENS, INC.
a Minnesota corporation
By: /s/ Xxx X. XxXxxxx
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Name: Xxx X. XxXxxxx
Title: Vice President & Treasurer
Address:
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DB CAPITAL INVESTORS, L.P.,
a Delaware limited partnership
By: DB Capital Partners, L.P.
its General Partner
By: DB Capital Partners, Inc.
its General Partner
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Managing Director
Address:
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INVESTCORP INVESTMENT EQUITY LIMITED,
a Cayman Islands corporation
By: /s/ Sydney X. Xxxxxxx
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Name: Sydney X. Xxxxxxx
Title: Director
Address: P.O. Box 1111
Grand Cayman
Cayman Islands, B.W.I.
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OTHER CLASS D SHAREHOLDERS
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BALLET LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
DENARY LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
GLEAM LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
HIGHLANDS LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
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NOBLE LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
OUTRIGGER LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
QUILL LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
RADIAL LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
SHORELINE LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
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ZINNIA LIMITED, a Cayman Islands
corporation
By: /s/ [Signature Illegible]
------------------------------------
Name: Investcorp Management
Services Limited
Title: Authorized Representative
Address: Xxxx Xxxx Xxxxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxx Cayman
Cayman Islands, B.W.I.
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