Exhibit 99.1
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT, dated July 12, 2007, by and among Xxxxx
Street Capital LLC, a Delaware limited liability company, Xxxxx Street Partners
LP, a Delaware limited partnership, Xxxxx Street Partners Qualified LP, a
Delaware limited partnership, Xxxxx Street Offshore, LP, a Cayman Islands
limited partnership, Xxxxxxxx Xxxxx (collectively, "Xxxxx Street"), Xxxxxxx X.
Xxxxxxx, Xxxxxxx X. Press and Xxxxxxx IT Solutions, Inc., a Delaware corporation
(the "Company").
W I T N E S S E T H:
WHEREAS, Xxxxx Street is the beneficial owner of 1,249,325 shares of
common stock, $.01 par value, of the Company (the "Common Stock"), or
approximately 9.8% of the Common Stock issued and outstanding;
WHEREAS, Xxxxx Street has nominated certain individuals for election to
the Board of Directors of the Company (the "Xxxxxxx Board") at the 2007 annual
meeting of stockholders of the Company (the "Annual Meeting") initially
scheduled to be held on July 12, 2007;
WHEREAS, Xxxxx Street has filed a definitive proxy statement with the
Securities and Exchange Commission ("SEC") with respect to the solicitation of
proxies to be used at the Annual Meeting to elect Xxxxx Street's nominees,
Xxxxxxxx Xxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Press (referred to herein,
together with any substitutes or successors of such individuals as set forth in
Sections 3.1(d) and 3.3(a), as the "Xxxxx Street Nominees") as members of the
Xxxxxxx Board;
WHEREAS, the Company announced on July 5, 2007 that the Xxxxxxx Board
terminated Xxxxxxx X. Xxxxxxx as its President and Chief Executive Officer, that
it voted to withdraw the nomination of Xxxxxxx X. Xxxxxxx to stand for election
as a director nominee at the Annual Meeting, and that it intends to reschedule
the Annual Meeting;
WHEREAS, Xxxxx Street and the Company have determined that the best
interests of Xxxxx Street and the Company would be served by Xxxxx Street not
engaging in a solicitation of proxies for the election of the Xxxxx Street
Nominees in opposition to the nominees of the Xxxxxxx Board, and the other
arrangements set forth herein;
NOW, THEREFORE, in consideration of the promises, mutual
representations, warranties, covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound, the parties hereto
hereby agree as follows:
Section 1. Representations and Warranties of the Company.
The Company hereby represents, warrants and agrees that (a) it has full
legal right, power and authority to execute, deliver and perform this Agreement,
and consummate the transactions contemplated hereby, (b) the execution and
delivery of this Agreement, and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary
corporate actions, and (c) this Agreement constitutes valid, legal and binding
obligations of the Company, enforceable against it in accordance with its terms,
except that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium (whether general or specific) or other laws now or
hereafter in effect. The performance of the terms of this Agreement shall not
conflict with, constitute a violation of, or require any notice or consent
under, the Certificate of Incorporation or Bylaws of the Company or any
agreement or instrument to which the Company is a party or by which the Company
is bound, and shall not require any consent, approval or notice under any
provision of any judgment, order, decree, statute, rule or regulation applicable
to the Company.
Section 2. Representations and Warranties of Xxxxx Street and
the Xxxxx Street Nominees.
(a) Xxxxx Street hereby represents, warrants and agrees
that (a) it has full legal right, power and authority
to execute, deliver and perform this Agreement, and
consummate the transactions contemplated hereby, (b)
the execution and delivery of this Agreement, and the
consummation by Xxxxx Street of the transactions
contemplated hereby have been duly authorized by all
necessary corporate and limited partnership actions,
and (c) this Agreement constitutes valid, legal and
binding obligations of Xxxxx Street, enforceable
against it in accordance with its terms, except that
such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium (whether
general or specific) or other laws now or hereafter
in effect. The performance of the terms of this
Agreement shall not conflict with, constitute a
violation of, or require any notice or consent under,
the organizational documents of Xxxxx Street or any
agreement or instrument to which Xxxxx Street is a
party or by which Xxxxx Street is bound, and shall
not require any consent, approval or notice under any
provision of any judgment, order, decree, statute,
rule or regulation applicable to Xxxxx Street.
(b) Each of the Xxxxx Street Nominees hereby severally,
but not jointly, represents, warrants and agrees that
(a) he has full legal right, power and authority to
execute, deliver and perform this Agreement, and
consummate the transactions contemplated hereby, (b)
this Agreement constitutes valid, legal and binding
obligations of such Xxxxx Street Nominee, enforceable
against him in accordance with its terms, except that
such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium (whether
general or specific) or other laws now or hereafter
in effect. The performance of the terms of this
Agreement shall not conflict with, constitute a
violation of, or require any notice or consent under,
any agreement or instrument to which such Xxxxx
Street Nominee is a party or by which such Xxxxx
Street Nominee is bound, and shall not require any
consent, approval or notice under any provision of
any judgment, order, decree, statute, rule or
regulation applicable to such Xxxxx Street Nominee.
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Section 3. Board Composition; Related Matters.
3.1 Concurrently with the execution of this Agreement, the Xxxxxxx Board
will take the necessary action to accomplish the following:
(a) Cause the number of directors constituting the
Xxxxxxx Board to be fixed at twelve (12) until the
Annual Meeting;
(b) Appoint two Xxxxx Street Nominees to fill the
vacancies on the Xxxxxxx Board created by the
expanded size of the Xxxxxxx Board to twelve (12)
such that the Xxxxxxx Board will consist of Xxxxx X.
Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx,
Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X.
Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X.
Xxxxxxx, Xxxxx X. Xxxxx, Xxxxxxxx Xxxxx and Xxxxxxx
X. Xxxxxxx;
(c) Reschedule the Annual Meeting to be held and
concluded on a date not later than July 31, 2007. The
only matters that shall be acted upon at the Annual
Meeting shall be the election of directors, as
provided herein, and the ratification of the
appointment of auditors;
(d) Cause the Company's slate of director nominees for
election at the Annual Meeting to be composed of
Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxxx X.
Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx
X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx,
Xxxxxxxx Xxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxx X.
Press (collectively, the "Continuing Directors"),
with Xxxxxxx X. Press designated to fill the vacancy
created by Xxxxxxx X. Xxxxxxx not being nominated and
re-elected to the Xxxxxxx Board. Should any of
Messrs. Starr, Xxxxxxx and Press be unable to serve
as a director, Xxxxx Street shall have the right to
designate a substitute deemed qualified by the
Nominating and Corporate Governance Committee. Should
any of the Continuing Directors other than Messrs.
Starr, Xxxxxxx and Press be unable to serve as a
director, the remaining Continuing Directors other
than the Xxxxx Street Nominees shall have the right
to designate a substitute deemed qualified by the
Nominating and Corporate Governance Committee; and
(e) Publicly recommend and solicit proxies for the
election of the Continuing Directors to the Xxxxxxx
Board at the Annual Meeting. Xxxxx Street will, and
the Company shall use its best efforts to cause the
current members of the Xxxxxxx Board and their
Affiliates and Associates to, vote all shares of
Common Stock which they are entitled to vote at the
Annual Meeting in favor of the election of each of
the Continuing Directors and such votes shall not be
revoked in any manner. For purposes of this
Agreement, the terms "Affiliate" and "Associate"
shall have the respective meanings set forth in Rule
12b-2 promulgated by the SEC under the Securities
Exchange Act of 1934, as amended (the "Exchange
Act").
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3.2 Immediately following the Annual Meeting, the Xxxxxxx Board will take
the necessary action to accomplish the following:
(a) Xxxxx X. Xxxxx will retire from the Xxxxxxx Board
and, accordingly, resign as a director of the Xxxxxxx
Board. An executed copy of Xxxxx X. Xxxxx'x
resignation from the Xxxxxxx Board, effective
immediately after the Annual Meeting, is attached
hereto as Exhibit A;
(b) Cause the number of directors constituting the
Xxxxxxx Board to be fixed at a maximum of eleven (11)
until the 2008 annual meeting of stockholders of the
Company (the "2008 Annual Meeting"). At any time
prior to but not later than the 2008 Annual Meeting,
the number of directors constituting the Xxxxxxx
Board will be fixed at a maximum of ten (10), which,
if necessary, will be facilitated by the resignation
of any of the Continuing Directors other than a Xxxxx
Street Nominee;
(c) Appoint (i) Xxxxxxx X. Xxxxxxx to the Compensation
Committee and the Stock Option Committee, (ii)
Xxxxxxx X. Press to the Nominating and Corporate
Governance Committee, and (iii) Xxxxxxxx Xxxxx to the
Audit Committee. The Xxxxxxx Board will also appoint
one Xxxxx Street Nominee, to be selected at Xxxxx
Street's sole discretion, to any other committee of
the Xxxxxxx Board formed after the appointment of the
Xxxxx Street Nominees to the Xxxxxxx Board; and
(d) Commence a search for a President and Chief Executive
Officer and form a Special Committee of the Xxxxxxx
Board (the "Special Committee"), which will include
Xxxxxxx X. Xxxxxxx, for the purpose of conducting
such search. The Special Committee shall use all
commercially reasonable best efforts to recommend to
the full Xxxxxxx Board a President and Chief
Executive Officer (the "Candidate") who is
satisfactory to all the members of the Special
Committee not later than October 31, 2007 (the
"Initial Deadline"). If, after using all commercially
reasonable best efforts, the Special Committee cannot
agree on a Candidate by the Initial Deadline, the
deadline for recommending a Candidate who is
satisfactory to all the members of the Special
Committee will be extended to December 31, 2007 (the
"Final Deadline"). The Candidate recommended by the
Special Committee pursuant to this Section 3.2(d)
will be hired by the Company as soon as practicable
after such recommendation. The Candidate hired by the
Company pursuant to this Section 3.2(d) will,
promptly after commencement of his or her employment,
be appointed to serve as a member of the Xxxxxxx
Board in the place of Xxxxx X. Xxxxxxx unless Xx.
Xxxxxxx is the Candidate. An executed copy of Xx.
Xxxxxxx'x resignation from the Xxxxxxx Board,
effective concurrently with the appointment of the
Candidate to the extent Xx. Xxxxxxx is not the
Candidate, is attached hereto as Exhibit B.
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3.3 Vacancies
(a) In the case of any vacancy occurring among any of the
Xxxxx Street Nominees serving on the Xxxxxxx Board,
Xxxxx Street will have the right to designate an
individual deemed qualified by the Nominating and
Corporate Governance Committee as a representative
for appointment as a successor to hold office for the
unexpired term of the Xxxxx Street Nominee whose
place will be vacant.
(b) In the case of any vacancy occurring among any of the
Continuing Directors other than the Xxxxx Street
Nominees serving on the Xxxxxxx Board, the Continuing
Directors other than the Xxxxx Street Nominees will
have the right to designate an individual deemed
qualified by the Nominating and Corporate Governance
Committee as a representative for appointment as a
successor to hold office for the unexpired term of
the Continuing Director whose place will be vacant,
unless such vacancy results from any express
provision of this Agreement.
3.4 Within 10 business days following receipt of reasonably satisfactory
documentation thereof, the Company will reimburse Xxxxx Street for its
reasonable out-of-pocket fees and expenses incurred through the date of the
execution and performance of this Agreement in connection with its activities
relating to the Annual Meeting, including without limitation, the nomination and
election of directors, the acquisition or solicitation of proxies, any acts or
filings in connection therewith, and the negotiation and execution of this
Agreement, provided such reimbursement shall not exceed $350,000 in the
aggregate.
3.5 Xxxxx Street, on behalf of itself and the Xxxxx Street Nominees, hereby
covenants as follows:
(a) Xxxxx Street Partners Qualified LP hereby withdraws
its letters to the Company dated April 3, 2007 and
May 29, 2007 nominating the Xxxxx Street Nominees as
directors for election to the Xxxxxxx Board at the
Annual Meeting.
(b) To the extent all the Xxxxx Street Nominees are
nominated by the Company for election as directors at
the 2008 Annual Meeting, all the Xxxxx Street
Nominees accept such nomination and all the Xxxxx
Street Nominees agree to be included as director
nominees in the Company's proxy statement for the
2008 Annual Meeting, Xxxxx Street and the Xxxxx
Street Nominees will not effect, seek, offer, engage
in, propose or cause or participate in any
"solicitation" of "proxies" (as such terms are
defined in the rules and regulations promulgated
under the Exchange Act), relating to the election of
directors of the Company at the 2008 Annual Meeting.
The commencement by Xxxxx Street or the Xxxxx Street
Nominees of an election contest in connection with
the 2008 Annual Meeting is referred to herein as a
"2008 Election Contest". In the event Xxxxx Street
and/or any of the Xxxxx Street Nominees commences a
2008 Election Contest, the
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Company shall have no obligation to include any Xxxxx
Street Nominee on the Company's slate of director
nominees it recommends for election at the 2008
Annual Meeting, regardless of any prior nomination by
the Company of a Xxxxx Street Nominee or a Xxxxx
Street Nominee's acceptance of such nomination.
Section 4. Miscellaneous.
4.1 Covenant Not to Xxx. Xxxxx Street and the Xxxxx Street Nominees and
each of its and their Associates and Affiliates, on the one hand, and the
Company and its directors and each of its and their Associates and Affiliates,
on the other hand, agrees not to xxx or otherwise commence or continue in any
manner, directly or indirectly, any suit, claim, action, right or cause of
action relating to any acts or omissions in connection with the Annual Meeting
(other than acts or omissions of the Company's director nominees named in the
Company's definitive proxy statement filed with the SEC on June 8, 2007 (without
giving effect to any subsequent amendments or supplements thereto) who do not
stand for election as directors at the Annual Meeting), including without
limitation, the nomination or election of directors, the solicitation of proxies
or any acts or filings in connection therewith; provided, however, that neither
party hereto shall be prohibited from enforcing its rights under and pursuant to
this Agreement, including without limitation the commencement of an election
contest and solicitation of proxies.
4.2 Company Release. The Company, on behalf of itself, its directors,
officers, employees, representatives and agents (collectively, the "Company
Releasors"), does hereby, fully and forever, release and discharge Xxxxx Street,
its partners, members, directors, officers, employees, attorneys,
representatives and agents, including, without limitation, the Xxxxx Street
Nominees (collectively, the "Xxxxx Street Releasees") from any and all actions,
claims, complaints, rights or causes of action, debts, demands or suits of any
kind or nature whatsoever, statutory, equitable or legal, foreseen or
unforeseen, known or unknown, matured or unmatured that the Company Releasors
have, may have or might claim to have against the Xxxxx Street Releasees through
the date hereof in connection with the Annual Meeting.
4.3 Xxxxx Street Release. Xxxxx Street, on behalf of itself, its partners,
members, directors, officers, employees, representatives and agents, and the
Xxxxx Street Nominees (collectively, the "Xxxxx Street Releasors") do hereby,
fully and forever, release and discharge the Company, its directors, officers,
employees, attorneys, representatives and agents (other than the Company's
director nominees named in the Company's definitive proxy statement filed with
the SEC on June 8, 2007 (without giving effect to any subsequent amendments or
supplements thereto) who do not stand for election as directors at the Annual
Meeting) (collectively, the "Company Releasees") from any and all actions,
claims, complaints, rights or causes of action, debts, demands or suits of any
kind or nature whatsoever, statutory, equitable or legal, foreseen or
unforeseen, known or unknown, matured or unmatured that the Xxxxx Street
Releasors have, may have or might claim to have against the Company Releasees
through the date hereof in connection with the Annual Meeting.
4.4 Specific Performance. Xxxxx Street, including the Xxxxx Street
Nominees, on the one hand, and the Company, on the other hand, acknowledges and
agrees that irreparable injury to the other party hereto would occur in the
event any of the provisions of this Agreement were not
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performed in accordance with their specific terms or were otherwise breached and
that such injury would not be adequately compensable in damages. It is
accordingly agreed that Xxxxx Street, including the Xxxxx Street Nominees, on
the one hand, and the Company, on the other hand (the "Moving Party"), shall
each be entitled to specific enforcement of, and injunctive relief to prevent
any violation of, the terms hereof and the other party hereto will not take
action, directly or indirectly, in opposition to the Moving Party seeking such
relief on the grounds that any other remedy or relief is available at law or in
equity, nor shall such other party seek the posting of a bond as a condition for
obtaining any such relief. An application for specific performance pursuant to
this Section 4.4 shall not preclude the Moving Party from seeking other relief
available at law or in equity.
4.5 Press Release. Promptly following the execution and delivery of this
Agreement, the Company shall issue the press release attached hereto as Exhibit
C (the "Press Release"). None of the parties hereto, including any individual
member of the Xxxxxxx Board (including the Xxxxx Street Nominees), will make any
public statements regarding the Annual Meeting (including in any filing with the
SEC or any other regulatory or governmental agency, including any stock
exchange) that are inconsistent with, or otherwise contrary to, the statements
in the Press Release issued pursuant to this Section 4.5; provided, however,
that this Section 4.5 shall be inoperative to the extent Xxxxx Street or any of
the Xxxxx Street Nominees commences a 2008 Election Contest.
4.6 Other Announcements.
(a) In furtherance, and not in limitation, of Section
4.5, from the date of this Agreement through and
until the 2008 Annual Meeting, none of the parties
hereto, nor any of the Continuing Directors, shall
make any public statement (including any statement in
any filing with the SEC or any other governmental
agency), nor make any private statement to any of the
Company's stockholders or potential stockholders,
that is critical of or disparages this Agreement or
any actions taken prior to the date hereof by any of
the foregoing in connection with the Annual Meeting,
except as and to the extent expressly permitted in
clause 4.6(b) below.
(b) Any statement otherwise prohibited by clause 4.6(a)
may nevertheless be made without violating clause
4.6(a) if (i) such statement is either required by
applicable law, rule or regulation (including any
statement required by any filing with the SEC or any
other governmental agency) or is required to be made
by the person seeking to make such statement in order
to comply with such person's fiduciary duties to the
Company or its stockholders, in each case as
reasonably determined by such person based on the
advice of outside counsel and upon reasonable prior
written notice to the parties hereto of the nature of
the statement and the basis pursuant to which it is
required to be made, (ii) such statement refers or
relates to any of the Company's director nominees
named in the Company's definitive proxy statement
filed with the SEC on June 8, 2007 (without giving
effect to any subsequent amendments or supplements
thereto) who do not stand
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for election as directors at the Annual Meeting), or
(iii) Xxxxx Street or any of the Xxxxx Street
Nominees commences a 2008 Election Contest.
4.7 Proxy Statement. The Company agrees to provide Xxxxx Street an
opportunity to review and comment on the portions of all proxy materials to be
filed by the Company in connection with the Annual Meeting containing statements
relating to Xxxxx Street, the Xxxxx Street Nominees and this Agreement.
4.8 Confidentiality Agreement. As soon as reasonably practicable following
the execution and delivery of this Agreement, Xxxxxxx X. Press and the Company
will enter into an appropriate confidentiality agreement for the purpose of
allowing the Company to integrate Mr. Press into the business and affairs of the
Company in anticipation of his election to the Xxxxxxx Board at the Annual
Meeting.
4.9 No Waiver. Any waiver by either Xxxxx Street or the Company of a breach
of any provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Agreement. The failure of either party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
4.10 Successors and Assigns. All the terms and provisions of this Agreement
shall inure to the benefit of and shall be enforceable by the successors and
assigns of the parties hereto.
4.11 Survival of Representations. All representations and warranties made by
the parties in this Agreement or pursuant hereto shall survive the execution of
this Agreement.
4.12 Entire Agreement; Amendments. This Agreement and the Exhibits hereto
contain the entire understanding of the parties hereto with respect to its
subject matter. There are no restrictions, agreements, promises,
representations, warranties, covenants or undertakings other than those
expressly set forth herein. This Agreement may be amended only by a written
instrument duly executed by the parties hereto or their respective successors or
assigns. Notwithstanding the foregoing, nothing in this Agreement is intended
to, nor shall be construed as, limiting or otherwise changing any of the duties
and other obligations the Xxxxx Street Nominees may have in their respective
capacities as directors of the Company.
4.13 Severability. The invalidity or unenforceability of any provision
hereof in any jurisdiction will not affect the validity or enforceability of the
remainder hereof in that jurisdiction or the validity or enforceability of this
Agreement, including that provision, in any other jurisdiction. To the extent
permitted by applicable law, each party waives any provision of applicable law
that renders any provision hereof prohibited or unenforceable in any respect. If
any provision of this Agreement is held to be unenforceable for any reason, it
will be adjusted rather than voided, if possible, in order to achieve the intent
of the parties to the extent possible.
4.14 Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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4.15 Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing and will be delivered by electronic
transmission:
If to the Company:
Pomeroy IT Solutions, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
Telecopy: 000-000-0000
Email: xxxxxxxx@xxxxxxx.xxx
With a copy to:
Xxxxxxxxx Xxxxxxx LLP
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxx, Esq.
Telecopy: (000) 000-0000
Email: xxxxxxx@xxxxx.xxx
If to Xxxxx Street:
Xxxxx Street Capital LLC
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxx
Telecopy: (000) 000-0000
Email: xxxxxxxx@xxxxxxxxxxx.xxx
with a copy to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Telecopy: (000) 000-0000
Email: xxxxxxxx@xxxxxxxxx.xxx
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.
4.16 Governing Law; Jurisdiction. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
without reference to the conflict of laws principles thereof. The parties hereto
agree to submit to the jurisdiction of any court of competent jurisdiction
located in the State of Delaware to resolve any dispute relating to
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this Agreement and waive any right to move to dismiss or transfer any such
action brought in any such court on the basis of any objection to personal
jurisdiction or venue.
4.17 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same Agreement.
4.18 No Admission. Nothing contained herein shall constitute an admission by
any party hereto of liability or wrongdoing.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement or caused this Agreement to be duly executed by their authorized
representative, as of the day and year first above written.
XXXXX STREET PARTNERS LP
By: Xxxxx Street Capital LLC, its
General Partner
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Founding Member
XXXXX STREET PARTNERS QUALIFIED LP
By: Xxxxx Street Capital LLC, its
General Partner
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Founding Member
XXXXX STREET OFFSHORE, LP
By: Xxxxx Street Capital LLC, its
General Partner
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Founding Member
XXXXX STREET CAPITAL LLC
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Founding Member
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XXXXXXXX XXXXX
/s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Xxxxxxx X. Press
/s/ Xxxxxxx X. Press
-----------------------------
Name: Xxxxxxx X. Press
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
XXXXXXX IT SOLUTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Lead Independent Director
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