AGREEMENT TO FILE JOINT
STATEMENT ON SCHEDULE 13D
AGREEMENT, this 11th day of February, 1997, by and among
Xxx X. Xxxxxxxx, Xx., Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxx, Xxx X.
Xxxxxx and Xxxxxx Xxx Xxxx (collectively, the "Reporting Persons").
W I T N E S S E T H :
WHEREAS, the Reporting Persons may be deemed to have held
beneficial ownership of, in the aggregate, more than five percent
of the shares of the common stock, $.01 par value per share (the
"Common Stock"), of Xpedite Systems, Inc., as of February 5, 1997;
WHEREAS, the Common Stock has been registered by Xpedite
Systems, Inc. under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, when any person
or group acquires more than five percent of such a class of
registered equity securities it shall file with the Securities and
Exchange Commission a statement on Schedule 13D or 13G under
certain circumstances; and
WHEREAS, Rule 13d-1(f) under the Act provides that whenever
two or more persons are required to file a statement with respect
to the same securities, only one such statement need be filed,
provided such persons agree in writing that such statement is filed
on behalf of each of them.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree
as follows:
Each of the Reporting Persons hereby agrees, in accordance
with Rule 13d-1(f) under the Act, to file statements on Schedule
13D (the "Statements") with respect to the Common Stock
beneficially owned or deemed to be beneficially owned by each of
them pursuant to Section 13(d) of the Act and the rules thereunder.
Each of the Reporting Persons hereby agrees that those
Statements shall be filed on behalf of each of them and that a copy
of this Agreement shall be filed as an Exhibit thereto in
accordance with Rule 13d-(1)(f)(i) under the Act.
Each Reporting Person hereby constitutes and appoints Xxx X.
Xxxxxxxx and Xxxxxx X. Xxxxxx their true and lawful
attorney-in-fact and agent, for them and in their name to sign the
Statements and any amendment thereto granting to such attorneys-in-
fact and agents full power to do and perform each and every act
relating to this Statement and any amendment to this Statement, as
fully and to all intents and purposes as such Reporting Person
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents may lawfully do or cause to
be done by virtue hereof.
This Agreement and the filing of the Statements shall not be
construed to be an admission that any of the Reporting Persons is
a member of a "group" pursuant to Section 13(d) of the Act and the
rules thereunder consisting of one or more such persons, except for
purposes of acquiring Common Stock as set forth in the Statement to
which this Agreement is an Exhibit.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
/s/ Xxx X. Xxxxxxxx, Xx.
Xxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
/s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx
/s/ Xxxxxx Abi Xxxx
Xxxxxx Xxx Xxxx
