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EXHIBIT 4.31
SIXTH AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") is made as of the 20th day of August, 1997, by and among The
Cerplex Group, Inc., a Delaware corporation (the "Company"), the investors
listed on Schedule A hereto, each of which is herein referred to as an
"Investor" and collectively as the "Investors," the security holders of the
Company listed on Schedule B hereto, each of which is herein referred to as a
"Stockholder" and collectively as the "Stockholders," the banks listed on
Schedule C hereto, each of which is herein referred to as a "Bank Holder" and
collectively as the "Bank Holders," and the parties listed on Schedule D hereto,
each of which is herein referred to as a "Series B Preferred Holder" and
collectively as the "Series B Preferred Holders."
A. The Company, the Investors, the Stockholders, the Bank Holders, the
Series B Preferred Holders and certain other investors and stockholders are
parties to a Registration Rights Agreement dated November 19, 1993 (as in effect
prior to the effectiveness of this Amendment, the "Existing Registration Rights
Agreement").
B. Pursuant to separate Note Purchase Agreements dated as of November
19, 1993 among The Northwestern Mutual Life Insurance Company, Xxxx Xxxxxxx
Mutual Life Insurance Company and North Atlantic Smaller Companies Investment
Trust PLC (individually, a "Warrant Investor" and collectively, the "Warrant
Investors") and the Company, and a Warrant Agreement dated as of November 19,
1993 among the Warrant Investors and the Company, the Company issued warrants to
purchase nine hundred twenty thousand (920,000) shares of the Company's Common
Stock (the "1993 Warrants") to the Warrant Investors.
C. Pursuant to a Waiver and Amendment Agreement (the "Warrantholders'
Waiver and Amendment Agreement") dated as of April 15, 1996 among the Warrant
Investors and the Company, and a Warrant Agreement dated as of April 15, 1996
among the Warrant Investors and the Company, the Company issued warrants to
purchase one million (1,000,000) shares of the Company's Common Stock (the "1996
Warrants") to the Warrant Investors.
D. Pursuant to a First Amendment Agreement (the "Sub-Debt Amendment")
dated as of August 20, 1997 among the Warrant Investors and the Company, and a
Warrant Agreement dated as of August 20, 1997 among the Warrant Investors and
the Company, the Company issued warrants to purchase five hundred thousand
(500,000) shares of the Company's Common Stock (the "1997 Warrants") to the
Warrant Investors.
E. As consideration for the Sub-Debt Amendment, the Warrant Investors
have requested that the Existing Registration Rights Agreement be amended, as
more particularly provided herein, to include the 1997 Warrants.
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F. Pursuant to a First Amendment to Credit Agreement and Limited Waiver
(the "Bank Amendment and Waiver Agreement") dated as of April 15, 1996 among the
Company, Xxxxx Fargo Bank, National Association, as administrative agent
("Administrative Agent"), and the financial institutions listed as Lenders on
the signature pages thereof (such financial institutions herein collectively
referred to as the "Original Bank Group") and a Warrant Agreement (the "Bank
Warrant Agreement") dated as of April 15, 1996 among the Company and the
Original Bank Group, the Company issued warrants to purchase one hundred
twenty-five thousand (125,000) shares of the Company's Common Stock (the
"Original Bank Warrants") to the Original Bank Group; the number of such
Original Bank Warrants is subject to reduction, as more particularly provided
for in the Bank Warrant Agreement.
G. Pursuant to a Third Amendment to Credit Agreement (the "Bank Third
Amendment") dated as of April 9, 1997 among the Company, Administrative Agent
and the financial institutions listed as Lenders on the signature pages thereof
(such financial institutions herein collectively referred to as the "Amended
Bank Group") and the Amended and Restated Warrant Agreement (the "Amended Bank
Warrant Agreement") dated as of April 9, 1997 among the Company and the Amended
Bank Group, the Company issued warrants to purchase seven hundred fifty thousand
(750,000) shares of the Company's Common Stock (the "Additional Bank Warrants")
to the Amended Bank Group; the number of such Additional Bank Warrants is
subject to reduction, as more particularly provided for in the Amended Bank
Warrant Agreement.
H. Pursuant to a Sixth Amendment to Credit Agreement and Consent (the
"Bank Sixth Amendment") dated as of August 6, 1997 among the Company,
Administrative Agent and the Bank Holders and the Warrant Agreement (the "Second
Warrant Agreement") dated as of August 20, 1997 among the Company and the Bank
Holders, the Company shall issue on or before August 20, 1997 warrants to
purchase one million two hundred thirty-five thousand three hundred and thirteen
(1,235,313) shares of the Company's Common Stock (the "New Bank Warrants," and,
together with the Original Bank Warrants and the Additional Bank Warrants, the
"Bank Warrants") to the Bank Holders; the number of such New Bank Warrants is
subject to increase or decrease, as more particularly provided for in the Second
Warrant Agreement.
I. As consideration for the Bank Sixth Amendment, the Bank Holders have
requested that the Existing Registration Rights Agreement be amended to include
the New Bank Warrants, as more particularly provided herein.
J. The Company, the Investors, the Stockholders, the Bank Holders and
the Series B Preferred Holders agree to amend the Existing Registration Rights
Agreement as set forth herein.
AGREEMENT:
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NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS.
As used in this Amendment, the following terms have the respective
meanings specified below:
"Additional Bank Warrants" -- Recital G.
"Administrative Agent" -- Recital F.
"Amended Bank Warrant Agreement" -- Recital G.
"Amended Bank Group" -- Recital G.
"Amendment" -- the introductory sentence.
"Bank Amendment and Waiver Agreement" -- Recital F.
"Bank Holder" -- the introductory sentence.
"Bank Sixth Amendment" -- Recital H.
"Bank Third Amendment" -- Recital G.
"Bank Warrant Agreement" -- Recital F.
"Bank Warrants" -- Recital H.
"Company" -- the introductory sentence.
"Existing Registration Rights Agreement" -- Recital A.
"Investors" -- the introductory sentence.
"New Bank Warrants" -- Recital H.
"Original Bank Group" -- Recital F.
"Original Bank Warrants" -- Recital F.
"Second Warrant Agreement" -- Recital H.
"Series B Preferred Holder" -- the introductory sentence.
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"Stockholders" -- the introductory sentence.
"Sub-Debt Amendment" -- Recital D.
"Warrantholders' Waiver and Amendment Agreement" -- Recital C.
"Warrant Investor" -- Recital B.
"1996 Warrants" -- Recital C.
"1997 Warrants" -- Recital D.
SECTION 2. AMENDMENTS.
2.1 Amendments to Section 1.1 of the Existing Registration Rights
Agreement
(a) Section 1.1 of the Existing Registration Rights Agreement is hereby
amended by amending and restating the following definitions, in their entirety,
as set forth below:
(i) The term "Bank Holders" means (a) each of the banks set
forth on Schedule C hereto for so long as they hold any Bank Warrants
issued on April 15, 1996 (the "Original Bank Warrants"), on April 9,
1997 (the "Additional Bank Warrants") or on August 20, 1997 (the "New
Bank Warrants") or any Common Stock issued pursuant to the exercise of
such Bank Warrants and (b) any successors thereto or direct or
successive transferees thereof; it being the intention of the parties
hereto that any successive holder of a Bank Warrant, or the Common
Stock issued upon the exercise of such Bank Warrant, which Bank Warrant
derived from an Original Bank Warrant, an Additional Bank Warrant, or a
New Bank Warrant shall be included in this definition, provided that
any holder of shares of Common Stock issued upon the exercise of any
Original Bank Warrant, any Additional Bank Warrant, any New Bank
Warrant or any Bank Warrant that derived from such Original Bank
Warrant, Additional Bank Warrant, or New Bank Warrant which shares have
been, or derive from shares that have been, publicly sold pursuant to a
registration statement filed under the Act or pursuant to Rule 144
shall, to the extent of its holdings of such shares, be excluded from
this definition. Any decisions to be made by the Bank Holders shall be
made upon a vote or a majority in interest of holders of the aforesaid
Bank Warrants and the aforesaid Common Stock on the basis of the number
of shares of Common Stock issuable pursuant to such Bank Warrants and
the number of shares of such Common Stock then held. Rights of
successors, assigns and transferees of Bank Holders are subject to
compliance with the requirements of Section 1.13.
(ii) The term "Bank Warrants" means those certain warrants
issued by the Company to the Original Bank Group on April 15, 1996
pursuant to that certain
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Warrant Agreement dated as of April 15, 1996, those certain warrants
issued by the Company to the Amended Bank Group on April 9, 1997
pursuant to that certain Amended and Restated Warrant Agreement dated
as of April 9, 1997, those certain warrants issued by the Company to
each of the banks set forth on Schedule C hereto on August 20, 1997
pursuant to that certain Second Warrant Agreement dated as of August
20, 1997 and all warrants exchanged therefor or otherwise subsequently
issued in respect thereof under said Amended and Restated Warrant
Agreement or Second Warrant Agreement, as the case may be.
(iii) The term "Xxxxxxx Group Holders" means (a) Xxxx Xxxxxxx
Mutual Life Insurance Company for so long as it holds any Warrants
issued on November 19, 1993, on April 15, 1996 or on August 20, 1997
(collectively, the "Original JH Warrants") or any Common Stock issued
pursuant to the exercise of such Warrants and (b) any successors
thereto or direct or successive transferees thereof; it being the
intention of the parties hereto that any successive holder of a
Warrant, or the Common Stock issued upon the exercise of such Warrant,
which Warrant derived from an Original JH Warrant, shall be included in
this definition, provided that any holder of shares of Common Stock
issued upon the exercise of any Original JH Warrant or any Warrant that
derived from such Original JH Warrant which shares have been, or derive
from shares that have been, publicly sold pursuant to a registration
statement filed under the Act or pursuant to Rule 144 shall, to the
extent of its holdings of such shares, be excluded from this
definition. Any decisions to be made by the Xxxxxxx Group Holders shall
be made upon a vote of a majority in interest of holders of the
aforesaid Warrants and the aforesaid Common Stock on the basis of the
number of shares of Common Stock issuable pursuant to such Warrants and
the number of shares of such Common Stock then held. Rights under this
Agreement of successors, assigns and transferees of Xxxxxxx Group
Holders are subject to compliance with the requirements of Section
1.13.
(iv) The term "Northwestern Group Holders" means (a) The
Northwestern Mutual Life Insurance Company for so long as it holds any
Warrants issued on November 19, 1993, on April 15, 1996 or on August
20, 1997 (collectively, the "Original NW Warrants") or any Common Stock
issued pursuant to the exercise of such Warrants and (b) any successors
thereto or direct or successive transferees thereof; it being the
intention of the parties hereto that any successive holder of a
Warrant, or the Common Stock issued upon the exercise of such Warrant,
which Warrant derived from an Original NW Warrant, shall be included in
this definition, provided that any holder of shares of Common Stock
issued upon the exercise of any Original NW Warrant or any Warrant that
derived from such Original NW Warrant which shares have been, or derive
from shares that have been, publicly sold pursuant to a registration
statement filed under the Act or pursuant to Rule 144 shall, to the
extent of its holdings of such shares, be excluded from this
definition. Any decisions to be made by the Northwestern Group Holders
shall be made upon a vote of a majority in interest of holders of the
aforesaid Warrants and the aforesaid Common Stock on the basis of the
number of shares of Common Stock issuable pursuant to
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such Warrants and the number of shares of such Common Stock then held.
Rights of successors, assigns and transferees of Northwestern Group
Holders are subject to compliance with the requirements of Section
1.13.
(v) The term "Warrants" means the collective reference to (i)
those certain warrants issued by the Company to each of The
Northwestern Mutual Life Insurance Company, Xxxx Xxxxxxx Mutual Life
Insurance Company and North Atlantic Smaller Companies Trust PLC on
November 19, 1993 pursuant to that certain Warrant Agreement dated as
of November 19, 1993 and all warrants exchanged therefor or otherwise
subsequently issued in respect thereof under said Warrant Agreement;
(ii) those certain warrants issued by the Company to each of The
Northwestern Mutual Life Insurance Company, Xxxx Xxxxxxx Mutual Life
Insurance Company and North Atlantic Smaller Companies Trust PLC on
April 15, 1996 pursuant to that certain Warrant Agreement dated as of
April 15, 1996 and all warrants exchanged therefor or otherwise
subsequently issued in respect thereof under said Warrant Agreement;
and (iii) those certain warrants issued by the Company to each of The
Northwestern Mutual Life Insurance Company, Xxxx Xxxxxxx Mutual Life
Insurance Company and North Atlantic Smaller Companies Trust PLC on
August 20, 1997 pursuant to that certain Warrant Agreement dated as of
August 20, 1997 and all warrants exchanged therefor or otherwise
subsequently issued in respect thereof under said Warrant Agreement.
(vi) The term "Warrant Group Holders" means (a) Xxxx Xxxxxxx
Mutual Life Insurance Company, The Northwestern Mutual Life Insurance
Company and North Atlantic Smaller Companies Trust PLC for so long as
such persons hold any Warrants issued on November 19, 1993, on April
15, 1996, or on August 20, 1997 (collectively, the "Original Warrants")
or any Common Stock issued pursuant to the exercise of such Warrants
and (b) any successors thereto or direct or successive transferees
thereof; it being the intention of the parties hereto that any
successive holder of a Warrant, or the Common Stock issued upon the
exercise of such Warrant, which Warrant derived from an Original
Warrant, shall be included in this definition, provided that any holder
of shares of Common Stock issued upon the exercise of any Original
Warrant (or any Warrant that derived from such Original Warrant) which
shares have been, or derive from shares that have been, publicly sold
pursuant to a registration statement filed under the Act or pursuant to
Rule 144 shall, to the extent of its holdings of such shares, be
excluded from this definition. Any decisions to be made by the Warrant
Group Holders (including, without limitation, the decision to make a
request under Section 1.2(a) and Section 1.12(a)) shall be made upon a
vote of sixty-seven percent (67%) in interest of holders of the
aforesaid Warrants and the aforesaid Common Stock on the basis of the
number of shares of Common Stock issuable pursuant to such Warrants and
the number of shares of such Common Stock then held. Rights under this
Agreement of successors, assigns and transferees of Warrant Group
Holders are subject to compliance with the requirements of Section
1.13.
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2.2 Amendment of Schedule C to Existing Registration Rights Agreement
Schedule C to the Existing Registration Rights Agreement is hereby
deleted and Schedule C hereto replaced therefor.
SECTION 3. MISCELLANEOUS.
3.1 Governing Law
This Amendment shall be governed by and construed under the laws of the
State of New York as applied to agreements among New York residents entered into
and to be performed entirely within New York.
3.2 Duplicate Originals
Two or more duplicate originals of this Amendment may be signed by the
parties, each of which shall be an original but all of which together shall
constitute one and the same instrument. This Amendment may be executed in one or
more counterparts and shall be effective when at least one counterpart shall
have been executed by each party hereto, and each set of counterparts which,
collectively, show execution by each party hereto shall constitute one duplicate
original.
3.3 Effect of this Amendment
Except as specifically provided in this Amendment, no terms or
provisions of the Existing Registration Rights Agreement have been modified or
changed by this Amendment and the terms and provisions of the Existing
Registration Rights Agreement, as amended hereby, shall continue in full force
and effect. This Amendment and the amendments contained herein shall have and be
in effect on and after the date hereof upon the execution and delivery hereof by
(i) each of the Investors, (ii) sixty-seven percent in interest of the
Stockholders, (iii) each of the Bank Holders, (iv) sixty-seven percent in
interest of the Series B Preferred Holders and (v) the Company.
3.4 Section Headings
The titles of the sections hereof appear as a matter of convenience
only, do not constitute a part of this Amendment and shall not affect the
construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on their behalf by a duly authorized officer or agent thereof, as the
case may be, as of the date first above written.
THE CERPLEX GROUP, INC.
By
--------------------------------
Name:
Title:
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By
--------------------------------
Name:
Title:
XXXX XXXXXXX MUTUAL LIFE
INSURANCE COMPANY
By
--------------------------------
Name:
Title:
NORTH ATLANTIC SMALLER COMPANIES
INVESTMENT TRUST PLC
By
--------------------------------
Name:
Title:
[Signature page to the SIXTH AMENDMENT TO REGISTRATION RIGHTS
AGREEMENT among THE CERPLEX GROUP, INC. and the Bank Holders, Investors,
Stockholders and Series B Preferred Holders listed therein.]
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Each of the undersigned Bank Holders agrees to be bound by the terms and
conditions of the Existing Registration Rights Agreement, as amended by this
Sixth Amendment to Registration Rights Agreement
CITIBANK, N.A.
By:
-----------------------------
Name:
Title:
[Signature page to SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
among THE CERPLEX GROUP, INC. and the Bank Holders, Investors, Stockholders and
Series B Preferred Holders listed therein.]
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Each of the undersigned Stockholders agrees to be bound by the terms and
conditions of the Existing Registration Rights Agreement, as amended by this
Sixth Amendment to Registration Rights Agreement
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Address: 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Address: 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
-----------------------------------
Name: Xxxxx Xxxxx
Address: Regis Corporation
0000 Xxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
-----------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxx
Address: 0000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
[Signature page to SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
among THE CERPLEX GROUP, INC. and the Bank Holders, Investors, Stockholders and
Series B Preferred Holders listed therein.]
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Each of the undersigned Investors agrees to be bound by the terms and conditions
of the Existing Registration Rights Agreement, as amended by this Sixth
Amendment to Registration Rights Agreement
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation, Managing General Partner
By:
----------------------------------
Xxxxxx Xxxxx, Attorney-in-Fact
DLJ CAPITAL CORPORATION
By:
----------------------------------
Xxxxxx Xxxxx, Attorney-in-Fact
BESSEMER VENTURE PARTNERS III L.P.
By: Deer III & Co., General Partner
By:
----------------------------------
Xxxxxx X. Xxxxxxxx, General Partner
By:
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Xxxxxx X. Xxxxxxxx, Attorney-in-Fact
[Signature page to SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
among THE CERPLEX GROUP, INC. and the Bank Holders, Investors, Stockholders and
Series B Preferred Holders listed therein.]
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Each of the undersigned Series B Preferred Holders agrees to be bound by the
terms and conditions of the Existing Registration Rights Agreement, as amended
by this Sixth Amendment to Registration Rights Agreement
SCORPION OFFSHORE INVESTMENT FUND
By:
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Name: Xxxxx X. Xxxx, Xx.
Title: Chief Financial Officer, Standard Pacific Capital LLC,
as Investment Advisor to Scorpion Offshore Investment Fund
THE & TRUST
By:
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Name: Xxxxx X. Xxxx, Xx.
Title: Chief Financial Officer, Standard Pacific Capital LLC,
as Investment Advisor to The & Trust
CHESTNUT PACIFIC LTD. PARTNERS
By:
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Name: Xxxxx X. Xxxx, Xx.
Title: Chief Financial Officer, Standard Pacific Capital LLC,
as Investment Advisor to Chestnut Pacific Ltd. Partners
STANDARD GLOBAL EQUITY PARTNERS L.P.
By:
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Name: Xxxxx X. Xxxx, Xx.
Title: Chief Financial Officer, Standard Pacific Capital LLC,
as General Partner of Standard Global Equity Partners L.P.
[Signature page to SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
among THE CERPLEX GROUP, INC. and the Bank Holders, Investors, Stockholders and
Series B Preferred Holders listed therein.]
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STANDARD PACIFIC CAPITAL OFFSHORE FUND LTD.
By:
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Name: Xxxxx X. Xxxx, Xx.
Title: Chief Financial Officer, Standard Pacific Capital LLC,
as Investment Advisor to Standard Pacific Capital Offshore
Fund Ltd.
COMMON FUND EQUITY FUND
By:
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Name: Xxxxx X. Xxxx, Xx.
Title: Chief Financial Officer, Standard Pacific Capital LLC,
as Investment Advisor to Common Fund Equity Fund
XXXXXXX PARTNERS, L.P.
By:
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Name: Xxxxxxx X. Xxxxxxx
Title: General Partner
[Signature page to SIXTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
among THE CERPLEX GROUP, INC. and the Bank Holders, Investors, Stockholders and
Series B Preferred Holders listed therein.]
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SCHEDULE A
Schedule of Investors
Warrant Investors
The Northwestern Mutual Life Insurance Company
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx. Xxxxxxxxx 00000
Xxxx Xxxxxxx Mutual Life Insurance Company
Xxxx Xxxxxxx Place
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
North Atlantic Smaller Companies Trust PLC
c/o J.0. Hambro & Co., Ltd.
00 Xxxx Xxxxx
Xxxxxx, Xxxxxxx XX0X0XX
Independent Equity Group
Sprout Growth II, L,P.
DLJ Capital Corp.
Xxxxxx Xxxxx
Bessemer Venture Partners II X.X.
Xxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxx
C. Xxxxxxxx Xxxx
Xxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Xxxx X. Xxxxxxx
Xxxxxxx X. Heragan
Xxxxxx X. Xxxxxxx
Xxxxxxxx Xxxxx
Xxxxxx X. Xxxx
Xxxx X. Xxxxx, Xx.
Xxx & Xxxxxx Xxxxxxxxx, JTWROS
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxxx
Xxxxxxxx Xxxx
Xxxxx X. Xxxxx
Xxxxx X. XxXxxxx, Xx.
Schedule A-1
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Xxxxxxx X. XxXxxxx
Xxxxx X. Xxxxxx
Xxxxxx X. XxXxx
Xxxxxx X. Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X. Xxxxxxx
Xxxx K, Xxxxxxx
Xxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxx, III
Xxxxx X. Xxxx & Xxxxxx X. Xxxx, JTWROS
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxxxx X. Xxxx
Xxxx Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxx XxXxxxxxxx
Xxxxxxx Xxxxx Xxxxxx & Xxxxx Xxxx Xxxxxx,
Trustees Under The Moelis Family Trust
Xxxxxx Xxxxx, III
Xxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxx
Elan Xxxxx Xxxxxxx
Xxxxx X. Xxxxxxx
Xxx X. Xxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxx
R. Xxxxx Xxxxxxxxx
Xxxxxx Xxx
Xxxx X. Xxxxxxx
Schedule A-2
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SCHEDULE B
Schedule of Stockholders
Xxxxxxxxx Xxxxxxxxxxx
Xxxxx Xxxxxxx
Xxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx Xxxx
Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxx
Xxxxxx Xxxx
Xxxxx Xxxxx
Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxx Xxxx
Xxxxxxxxxx Xxxxxxx
Xxxx Xxxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx
Xxxxxxx X. Xxxxx
Xxxxx Xxxxx
Xxxxxxxxx Xxxxx
Xxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx Xxxxx
Xxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxx
Xxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxx Xxxxxx
Xxxxxxxx X. Xxxxxxxxxx
Schedule B-1
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SCHEDULE C
Schedule of Bank Holders
Citibank, N.A.
Schedule C-1
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SCHEDULE D
Schedule of Series B Preferred Holders
Sprout Growth II, L.P.
DLJ Capital Corporation
Scorpion Offshore Investment Fund
The & Trust
Chestnut Pacific Ltd. Partners
Standard Global Equity Partners L.P.
Standard Pacific Capital Offshore Fund Ltd.
Common Fund Equity Fund
Xxxxxxx and Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxx
Xxxxx X. Xxxxx
Peak Investment Limited Partnership
Pleiades Investment Partners
Xxxxxxx Partners, L.P.
Schedule D-1
