Exhibit 10.23
RECAPITALIZATION AGREEMENT
THIS RECAPITALIZATION AGREEMENT (the "Agreement") is made as of
July __, 2004 among Commercial Vehicle Group, Inc., a Delaware corporation (the
"Company") and the stockholders listed on the signatory pages hereto (the
"Stockholders"). Except as otherwise indicated herein, capitalized terms used
herein are defined in Section 5 hereof.
The Company's outstanding capital stock consists of 6,698.01 shares of
Class A Common Stock, par value $.01 per share (the "Class A Common"),
121,296.25 shares of Class B Common Stock, par value $.01 per share (the "Class
B Common"), 30,324.00 shares of Class C Common Stock, par value $.01 per share
(the "Class C Common"), 97,964.00 shares of Class D-1 Common Stock, par value
$.01 per share (the "Class D-1 Common"), zero shares of Class D-2 Common Stock,
par value $.01 per share (the "Class D-2 Common") and 24,491.00 shares of Class
E Common Stock, par value $.01 per share (the "Class E Common"). The Company's
outstanding classes of Common Stock generally differ with respect to dividend,
liquidation preference and voting rights as provided in the Company's existing
certificate of incorporation (the "Current Certificate"). The holders of the
Company's outstanding capital stock own such shares in the respective amounts
set forth opposite their individual names on Schedule I hereto. The Class A
Common, Class B Common, Class C Common, Class D-1 Common, Class D-2 Common and
Class E Common are collectively referred to herein as the "Common Stock."
On May 20, 2004, the Company and its wholly owned subsidiary, Trim
Merger Co., entered into an Agreement and Plan of Merger with Trim Systems, Inc.
("Trim"), pursuant to which Trim Merger Co. will be merged with and into Trim
(the "Trim Merger"), upon and subject to the terms and conditions outlined
therein. Pursuant to the Trim Merger, the holders of outstanding shares of
capital stock and warrants of Trim will receive in the aggregate 41,626.56
shares of Class A Common, 27,932.06 shares of Class B Common and 5,568.75 shares
of Class C Common. The holders of outstanding shares of capital stock and
warrants of Trim will be issued shares of Common Stock in connection with the
Trim Merger in the respective amounts set forth opposite their individual names
on Schedule II hereto. Trim Merger will be effected prior to consummation of the
transactions contemplated by the Agreement. All such shares of Common Stock to
be issued in the Trim Merger are referred to herein as the "Trim Shares."
The Company has filed a Registration Statement on Form S-l
(Registration No. 333-115708) with the Securities and Exchange Commission
relating to an initial public offering (the "Initial Public Offering") of the
Company's common stock, par value $.01 per share (the "New Common"), under the
Securities Act. In connection with the Initial Public Offering, the Company
intends to amend and restate its certificate of incorporation in order to, among
other things, reclassify all of its outstanding classes of Common Stock into a
single class of New Common on a share-for-share basis (the "Reclassification")
and, immediately thereafter, effect a 38.991-to-one stock split of the New
Common (the "Stock Split"). The terms of the New Common are set forth in the
Company's Amended and Restated Certificate of Incorporation (the "Restated
Certificate"), to be filed with the Secretary of State of the State of Delaware
and to be effective in accordance with the terms of this Agreement.
In order to adjust the ownership of the Company among the Stockholders
so as to give effect to the relative rights and privileges of the existing
Common Stock, which will be eliminated in the Reclassification, the parties
hereto agree as follows:
Section 1. Common Stock Ownership Reallocation.
1A. Reallocation Transactions. Each of the Stockholders listed on the
schedule attached hereto as Exhibit A (each a "Contributing Stockholder") hereby
agrees to deliver to the Company that number of shares of Class C Common or
Class E Common, as the case may be, as will be set forth opposite their
individual names on Exhibit A as of the Closing and, upon such delivery, such
shares of Class C Common and Class E Common shall be canceled by the Company
(the "Canceled Shares"). The Company shall immediately thereafter issue to those
Stockholders listed on Exhibit B (each an "Adjusted Stockholder") that number
and class of shares of Common Stock of the Company as will be set forth opposite
their individual names on Exhibit B as of the Closing on account of the shares
of Common Stock held by such Stockholders (the "Additional Shares" and together
with the Canceled Shares, the "Subject Shares").
1B. Calculation of the Subject Shares. The number of Canceled Shares to
be delivered to the Company by the Contributing Stockholders as set forth on
Exhibit A as of the Closing and the number of Additional Shares to be issued by
the Company to each Adjusted Stockholder as will be set forth on Exhibit B as of
the Closing shall be calculated in a manner so that each Stockholder will hold,
after giving effect to the Reclassification and Stock Split, that number of
shares of New Common such Stockholder would receive under the Current
Certificate upon a Distribution (as defined in the Current Certificate) by the
Company of a number of shares of New Common equal to the Pre-IPO Company Value
divided by (ii) the Pre-Split IPO Price. "Pre-IPO Company Value" means an amount
equal to (i) the Pre-Split IPO Price multiplied by (ii) the aggregate number of
shares of Common Stock outstanding (including the Trim Shares). "Pre-Split IPO
Price" means an amount equal to (A) the initial price to the public per share of
New Common in the Initial Public Offering multiplied by (B) 38.991.
1C. Restated Certificate of Incorporation. The Company has previously
authorized the amendment (the "Charter Amendment") of the Current Certificate
attached hereto as Exhibit C and the further amendment and restatement of the
Current Certificate in the form of the Restated Certificate attached hereto as
Exhibit D, and submitted the same to the Stockholders for approval. The Charter
Amendment will be filed with the Secretary of State of the State of Delaware and
become effective prior to the Closing. The Reclassification and Stock Split will
be effected upon the effectiveness of the Restated Certificate. The Restated
Certificate shall be filed with the Secretary of State of the State of Delaware
and become effective immediately after the Closing. Each of the Stockholders
agrees to vote in favor of the adoption of the Charter Amendment and the
Restated Certificate.
1D. Notice. Prior to the Closing (as defined in Section 1F), the
Company shall calculate the number of Canceled Shares to be delivered to the
Company by the Contributing Stockholders and the number of Additional Shares to
be issued to each Adjusted Stockholder as set forth above in Section 1B, and
shall deliver notice to each Stockholder of the results of such
2
calculation in accordance with Section 6K as soon as possible thereafter. The
Company's calculations shall be conclusive and binding upon each Stockholder.
1E. Delivery/Issuance of the Subject Shares. At the Closing or as soon
as practicable thereafter, the Company shall, subject to the terms and
conditions set forth herein, issue and deliver, or cause the Company's transfer
agent to deliver, to each Adjusted Stockholder stock certificates evidencing the
Additional Shares to be issued by the Company to each such Adjusted Stockholder,
registered in each such Adjusted Stockholder's name or its nominee's name, on
account of the shares of Common Stock held by such Adjusted Stockholder and each
Contributing Stockholder shall deliver to the Company the stock certificates
representing the Canceled Shares duly endorsed for transfer to the Company,
which shall be canceled by the Company. The number of Canceled Shares delivered
to the Company and the number of Additional Shares to be issued by the Company
shall be that as calculated pursuant to Section 1B hereof.
1F. The Closing. The closing of the transactions contemplated hereby
(the "Closing") shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 X.
Xxxxxxxx Xxxxx, Xxxxxxx, XX, immediately after the execution of the Underwriting
Agreement and completion of calculations required to effect the transactions
contemplated by Section 1A and delivery of the required notice pursuant to
Section 1D (the "Closing Time"), or at such other place as may be mutually
agreeable to the Company and the Stockholders. The transactions contemplated by
this Agreement shall be deemed effective as of the Closing Time.
Section 2. Conditions of Each Stockholder's Obligation at the Closing.
The obligation of each Stockholder to effect the transactions contemplated
hereby at the Closing is subject to the satisfaction as of the Closing of the
following conditions:
2A. Representations and Warranties. The representations and warranties
contained in Section 4 hereof shall be true and correct in all material respects
at and as of the Closing as though then made, except to the extent of changes
caused by the transactions expressly contemplated herein.
2B. Underwriting Agreement. The Company shall have executed the
Underwriting Agreement.
2C. Amendment/Restatement of Certificate of Incorporation. The Charter
Amendment in the form attended hereto as Exhibit C shall have been filed and
effective under the General Corporation Law of the State of Delaware and the
Restated Certificate in the form attached hereto as Exhibit D shall have been
approved by the stockholders of the Company in accordance with the General
Corporation Law of the State of Delaware and shall not have been further amended
or modified.
2D. Securities Law Compliance. The Company shall have made all filings
under all applicable federal and state securities laws necessary to consummate
the acquisition of the Canceled Shares and the issuance of the Additional Shares
pursuant to this Agreement in compliance with such laws.
3
2E. Closing Documents. The Company shall have delivered to each
Stockholder such documents relating to the transactions contemplated by this
Agreement as any Stockholder may reasonably request.
2F. Proceedings. All corporate and other proceedings taken or required
to be taken by the Company in connection with the transactions contemplated
hereby to be consummated at or prior to the Closing and all documents incident
thereto shall be reasonably satisfactory in form and substance to each
Stockholder.
2G. Waiver. Any condition specified in this Section 2 may be waived if
consented to by each Stockholder; provided, that no such waiver shall be
effective against any Stockholder unless it is set forth in a writing executed
by such Stockholder.
Section 3. Representations and Warranties of the Company. As a material
inducement to the Stockholders to enter into this Agreement and to effect the
transactions contemplated hereby, the Company represents and warrants that:
3A. Organization and Corporate Power. The Company is a corporation duly
organized, validly existing and in good standing under the laws of Delaware and
is qualified to do business in every jurisdiction in which the failure to so
qualify would reasonably be expected to have a material adverse effect on the
financial condition, operating results, assets, operations or business prospects
of the Company and its Subsidiaries taken as a whole.
3B. Authorization: No Breach. The execution, delivery and performance
of this Agreement, and all other agreements contemplated hereby and thereby to
which the Company is a party, the Charter Amendment and the amendment and
restatement of the Current Certificate have been duly authorized by the Company.
This Agreement and all other agreements contemplated hereby and thereby to which
the Company is a party each constitutes a valid and binding obligation of the
Company, enforceable in accordance with its terms. The execution and delivery by
the Company of this Agreement, and all other agreements contemplated hereby and
thereby to which the Company is a party, the issuance of the shares of New
Common in the Initial Public Offering, the Charter Amendment the amendment and
restatement of the Current Certificate and the fulfillment of and compliance
with the respective terms hereof and thereof by the Company, do not and shall
not (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii) constitute a default under, (iii) result in the creation of
any lien, security interest, charge or encumbrance upon the Company's or any
Subsidiary's capital stock or assets pursuant to, (iv) give any third party the
right to modify, terminate or accelerate any obligation under, (v) result in a
violation of, or (vi) require any authorization; consent, approval, exemption or
other action by or notice or declaration to, or filing with, any court or
administrative or governmental body or agency pursuant to, the Current
Certificate or the certificate of incorporation of any Subsidiary, or any law,
statute, rule or regulation to which the Company or any Subsidiary is subject,
or any agreement, instrument, order, judgment or decree to which the Company or
any Subsidiary is a party or by which their respective property is bound, other
than as expressly contemplated in such agreements described above and other than
those made and obtained.
4
3C. Capital Stock and Related Matters. As of the Closing and
immediately thereafter, the authorized capital stock of the Company shall
consist of 30,000,000 shares of New Common, of which 16,988,752 shares
(17,682,502 shares if the underwriters' over-allotment option is exercised in
full) will be issued and outstanding, and 5,000,000 shares of Preferred Stock,
par value $.01 per share, none of which will be issued and outstanding. As of
the Closing, all of the outstanding shares of the Company's capital stock shall
be validly issued, fully paid and nonassessable. There are no statutory or
contractual stockholders preemptive rights or rights of refusal with respect to
the issuance of the Additional Shares pursuant to this Agreement or the New
Common in the Initial Public Offering, which have not been or will not be waived
or terminated. The Company has not violated any applicable federal or state
securities laws in connection with the offer, sale or issuance of any of its
capital stock, and the offer, sale and issuance of the Additional Shares
hereunder does not require registration under the Securities Act or any
applicable state securities laws.
Section 4. Representations and Warranties of the Stockholders. The
Stockholders hereby represent and warrant to the Company that:
4A. Authorization; Enforceability. The execution, delivery and
performance of this Agreement, all other agreements contemplated hereby and
thereby to which any Stockholder is a party each constitutes a valid and binding
obligation of such Stockholder, enforceable in accordance with its term.
4B. No Violation. Neither the execution and the delivery of this
Agreement or any other documents contemplated hereby to which each Stockholder
is a party, nor the consummation of the transactions contemplated hereby and
thereby, will (a) conflict with, result in a breach of any of the provisions of,
(b) constitute a default under, (c) result in the violation of, (d) give any
third party the right to terminate or to accelerate any obligation under, or (e)
require any authorization, consent, approval, execution or other action by or
notice to or filing with any court or administrative or governmental body under,
the provisions of the certificate of incorporation or bylaws of the Stockholder
(where the Stockholder is an incorporated entity) or any statute, regulation,
rule, judgment, order, decree or other restriction of any government,
governmental agency or court to which the Stockholder is subject.
4C. Ownership. Each Stockholder owns the Common Stock set forth on
Schedule I hereto or, upon consummation of the Trim Merger, the Common Stock set
forth on Schedule II hereto, free and clear of any restrictions on transfer,
claims, taxes, liens, charges, encumbrances, pledges, security interests,
options, warrants, rights, contracts, calls, commitments, equities and demands,
except for applicable restrictions on transfer under securities laws.
Section 5. Definitions. For the purposes of this Agreement, the
following terms have the meanings set forth below:
"Person" means any individual, partnership, corporation, limited
liability company, association, joint stock company, trust, joint venture,
unincorporated organization or governmental entity or any department, agency or
political subdivision thereof.
5
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
"Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control any managing director or general partner of such limited
liability company, partnership, association or other business entity.
"Underwriting Agreement" means the Underwriting Agreement entered into
by and among the Company, and the Underwriters and Selling Stockholders named
therein, pursuant to which the Initial Public Offering of the Company's New
Common shall be distributed through a firm commitment underwriting led by Credit
Suisse First Boston LLC as representative of the Underwriters.
Section 6. Miscellaneous.
6A. Termination. This Agreement shall terminate upon the earlier of (i)
August 31, 2004, if the Underwriting Agreement has not been executed by the
parties thereto prior to such date, or (ii) the sending of notice by the Company
to each Stockholder that the Underwriting Agreement has not been executed by the
parties thereto and the transactions contemplated thereby (including Initial
Public Offering) will not be consummated prior to September 15, 2004.
6B. Tax Treatment. The parties hereto intend that the transactions
contemplated by this Agreement, together with the Reclassification, shall be
treated as an integrated transaction constituting both (1) a "reorganization"
pursuant to section 368(a)(1)(E) of the Internal Revenue Code of 1986, as
amended (the "Code") and (2) a tax-free exchange of common stock for common
stock of the same issuer pursuant to section 1036 of the Code. Each of the
parties hereto shall file all tax returns in a manner consistent with the
foregoing.
6C. Remedies. Any Person having any rights under any provision of this
Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law.
6D. Consent to Amendments. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company
6
has obtained the written consent of the holders of at least two-thirds of the
outstanding shares of Common Stock (including the Trim Shares) held by the
parties subject to this Agreement.
6E. Survival of Representations and Warranties. All representations and
warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by any Stockholder or on its behalf.
6F. Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for any Stockholder's benefit as a
Stockholder or holder of Common Stock are also for the benefit of, and
enforceable by, any subsequent holder of such Common Stock.
6G. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
6H. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, anyone of which need not contain the signatures of more
than one party, and all of which such counterparts taken together shall
constitute one and the same Agreement.
6I. Descriptive Headings; Interpretation. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a
substantive part of this Agreement. The use of the word "including" in this
Agreement shall be by way of example rather than by way of limitation.
6J. Governing Law. The corporate law of the state of Delaware shall
govern all issues concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits and schedules hereto shall be
governed by the internal law, and not the law of conflicts, of the state of New
York.
6K. Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and, except for notice by any Stockholder in response to the Company's
notification of share calculations pursuant to Section 1D, shall be deemed to
have been given when delivered personally to the recipient, sent to the
recipient by reputable overnight courier service (charges prepaid) or telecopied
to the recipient. Such notices, demands and other communications shall be sent
to each Stockholder at the address indicated next to such party's name on the
signature pages hereto or to such other address or to the attention of such
other person as the recipient party has specified by prior written notice to the
sending party. All notices given or delivered by a Stockholder to the
7
Company in response to the Company's notification of share calculations pursuant
to Section 1D shall be deemed to have been given when actually received by the
Company.
6L. Rescission. The parties hereto agree that if the closing of the
Initial Public Offering has not occurred within 15 calendar days following the
Closing, (a) the transactions effected pursuant to this Agreement will be
rescinded in their entirety, (b) the deliveries made pursuant to Section 1E
hereof shall be reversed and the parties hereto will be returned to their
respective positions immediately prior to the Closing, and (c) any rights or
obligations of the parties under this Agreement shall be terminated.
* * * *
8
IN WITNESS WHEREOF, the parties hereto have executed this
Recapitalization Agreement on the date first written above.
Address: COMMERCIAL VEHICLE GROUP, INC.
0000 Xxxxxx Xxx
Xxx Xxxxxx, Xxxx 00000 By:
Attention: President ---------------------------------
Its:
---------------------------------
Address:
c/o OG Partners ------------------------------------
000 Xxxxx Xxxx Xxxx, Xxx. 000 X.X. Xxxxxxx
Xxxxxxx, XX 00000
Address:
c/x Xxxxxx Capital Partners ------------------------------------
0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxx X. Xxxx
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Address:
c/o Hidden Creek ------------------------------------
0000 XXX Xxxxxx Xxxx X. Xxxxxx
Xxxxxxxxxxx, XX 00000
Address:
c/o Hidden Creek ------------------------------------
4508 IDS Center Xxxxx X. Xxxx
Xxxxxxxxxxx, XX 00000
Address:
c/o Hidden Creek ------------------------------------
0000 XXX Xxxxxx Xxxxxx X. Xxxxxx
Xxxxxxxxxxx, XX 00000
Address:
c/o Hidden Creek ------------------------------------
4508 IDS Center Xxxxxx X. Xxxxxx
Xxxxxxxxxxx, XX 00000
Address:
c/o Hidden Creek ------------------------------------
0000 XXX Xxxxxx Xxxxxxx X. Xxxxx
Xxxxxxxxxxx, XX 00000
Address:
c/o Onex Investment Corp. ------------------------------------
000 Xxxxx Xxxxxx Xxx Xxxxxxxxx
Xxx Xxxx, XX 00000
Address:
c/o Onex Investment Corp. ------------------------------------
000 Xxxxx Xxxxxx Xxxxx Xxxxx
Xxx Xxxx, XX 00000
Address:
c/o Onex Investment Corp. ------------------------------------
000 Xxxxx Xxxxxx Xxxxx Xxxx
Xxx Xxxx, XX 00000
Address:
c/o Onex Investment Corp. ------------------------------------
000 Xxxxx Xxxxxx X.X.X. Xxxxx
Xxx Xxxx, XX 00000
Address:
c/o Onex Investment Corp. ------------------------------------
000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx
Xxx Xxxx, XX 00000
Address:
0000 XX 0xx Xxxxxx Xxxxx 000 ------------------------------------
Xxxxx, XX 00000 Xxxxxx X. Xxxxx
Address:
c/o Hidden Creek ------------------------------------
4508 IDS Center Xxxx X. Read
Xxxxxxxxxxx, XX 00000
Address:
c/o Hidden Creek ------------------------------------
4508 IDS Center Xxxx-Xxxxxx X. Xxxxxxx and her successors in trust, as
Xxxxxxxxxxx, XX 00000 Trustees of the Xxxx-Xxxxxx X. Xxxxxxx Revocable Trust
under Agreement dated November 12, 2001
Address: 1170698 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1170809 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1170812 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1170819 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1170821 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1299039 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1301449 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1352536 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1352537 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 1376653 Ontario Inc.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 2668921 Manitoba Ltd.
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 3062601 Nova Scotia Company
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: 3-G Investments Limited
x/x Xxxx Xxxxxxxxxx Xxxx.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: AMON Canadian Investments, Ltd.
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Xxxxxxx Executive Investco LLC
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Xxxxxxx Partners LP
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: CVS Executive Investco LLC
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: CVS Partners, LP
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: J2R Partners II
c/o Hidden Creek
4508 IDS Center By:
Xxxxxxxxxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: J2R Partners VII
c/o Hidden Creek
4508 IDS Center By:
Xxxxxxxxxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: J2R Partners VI
c/o Hidden Creek
4508 IDS Center By:
Xxxxxxxxxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Kyzalea Company
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: MHON Canadian Investments, Ltd.
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Onex Advisor III LLC
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Onex American Holdings II LLC
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Onex DHC LLC
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Trim Systems Executive Investco LLC
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Trim Systems Executive Investco II LLC
c/o Onex Investment Corp.
000 Xxxxx Xxxxxx By:
Xxx Xxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Xxxxx Capital Partners III Limited Partnership
c/o Baird Capital Partners
000 Xxxx Xxxxxx Xxxxxx By:
Suite 2200 ---------------------------------
Xxxxxxx, XX 00000 Its:
Attn: C. Xxxxxx Xxxxxxxx ---------------------------------
Address: BCP III Affiliates Fund Limited Partnership
c/o Baird Capital Partners
000 Xxxx Xxxxxx Xxxxxx By:
Suite 2200 ---------------------------------
Xxxxxxx, XX 00000 Its:
Attn: C. Xxxxxx Xxxxxxxx ---------------------------------
Address: BCP III Special Affiliates Limited Partnership
c/o Baird Capital Partners
000 Xxxx Xxxxxx Xxxxxx By:
Suite 2200 ---------------------------------
Xxxxxxx, XX 00000 Its:
Attn: C. Xxxxxx Xxxxxxxx ---------------------------------
Address: Xxxxx Capital Partners II Limited Partnership
c/o Baird Capital Partners
000 Xxxx Xxxxxx Xxxxxx By:
Suite 2200 ---------------------------------
Xxxxxxx, XX 00000 Its:
Attn: C. Xxxxxx Xxxxxxxx ---------------------------------
Address: BCP II Affiliates Fund Limited Partnership
c/o Baird Capital Partners
000 Xxxx Xxxxxx Xxxxxx By:
Suite 2200 ---------------------------------
Xxxxxxx, XX 00000 Its:
Attn: C. Xxxxxx Xxxxxxxx ---------------------------------
Address: Xxxxxxxx Street Partners II
c/o Kirkland & Xxxxx LLP
000 X. Xxxxxxxx Xxxxx By:
Xxxxxxx, XX 00000 ---------------------------------
Its:
---------------------------------
Address: Norwest Equity Partners VII, LP
3600 IDS Center
00 Xxxxx 0xx Xxxxxx By:
Xxxxxxxxxxx, XX 00000 ---------------------------------
Its:
---------------------------------
