Exhibit 10.1
EXECUTION COPY
VOTING AND PROXY AGREEMENT
THIS VOTING AND PROXY AGREEMENT (this "Agreement") is made and entered
into as of August 31, 2006 by and among ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Bravo Holdings LLC, a
Delaware limited liability company ("Buyer"), the undersigned holders (each a
"Stockholder" and, collectively, the "Stockholders") of shares of common stock,
par value $0.01 per share ("Common Shares"), of BNP Residential Properties,
Inc., a Maryland corporation ("Target") and the undersigned holders (each a
"Unitholder" and, collectively, the "Unitholders" and, together with the
Stockholders, the "Holders") of units of partnership interest (the "Common
Units") in BNP Residential Properties Limited Partnership, a Delaware Limited
Partnership ("Target L.P.").
WHEREAS, concurrently herewith, Buyer, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Bravo
Acquisition Corp., a Maryland corporation and wholly-owned subsidiary of Buyer
("Merger Co"), ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Bravo Operating Partnership LP, a Delaware
limited partnership ("Merger L.P."), Target and Target L.P. have entered into an
Agreement and Plan of Merger (as amended from time to time, the "Merger
Agreement") (unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed thereto in the Merger Agreement) pursuant to
which Buyer will acquire Target and Target L.P. by merging Target with and into
Merger Co with Merger Co as the surviving entity (the "REIT Merger") and by
merging Merger L.P. with and into Target L.P. with Target L.P. as the surviving
entity (the "L.P. Merger" and, together with the L.P. Merger, the "Mergers");
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of, and has, or has given a proxy to another Holder who has,
the sole right to vote and dispose of, that number of Common Shares (such Common
Shares, together with any other capital stock of Target acquired by such
Stockholder after the date hereof whether acquired directly or indirectly, upon
the exercise of options, redemption of Common Units, conversion of convertible
securities or otherwise, and any other voting securities of Target (whether
acquired heretofore or hereafter), being collectively referred to herein as the
"Shares") set forth on Attachment A hereto;
WHEREAS, as of the date hereof, each Unitholder is the record and
beneficial owner of, and has, or has given a proxy to another Holder who has,
the sole right to vote and dispose of, that number of Common Units (such Common
Units, together with any other partnership interests of Target L.P. acquired by
such Unitholder after the date hereof whether acquired directly or indirectly,
upon the exercise of options, conversion of convertible securities or otherwise,
and any other voting securities of Target L.P. (whether acquired heretofore or
hereafter), being collectively referred to herein as the "Units") set forth on
Attachment A hereto;
WHEREAS, obtaining appropriate stockholder approval and unitholder
approval are conditions to the consummation of the transactions contemplated by
the Merger Agreement; and
WHEREAS, as an inducement to Buyer, Merger Co and Merger L.P. to enter
into the Merger Agreement and incurring the obligations therein, Buyer has
required that each Holder enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
Section 1. Agreement to Vote, Restrictions on Voting and Dispositions,
Irrevocable Proxy.
(a) Agreement to Vote Common Shares. Each Stockholder irrevocably
and unconditionally hereby agrees that from and after the date hereof until the
earlier of (i) the Merger Effective Time and (ii) the date of termination of the
Merger Agreement in accordance with its terms (the "Expiration Time"), at any
meeting (whether annual or special and each adjourned or postponed meeting) of
Target's stockholders, however called or in connection with any written consent
of Target's stockholders, each Stockholder will (x) appear at such meeting or
otherwise cause its Owned Shares (as defined below) to be counted as present
thereat for purposes of calculating a quorum and (y) vote or cause to be voted
(including by written consent, if applicable) all of such Stockholder's Shares
beneficially owned by such Stockholder as of the relevant time (the "Owned
Shares"), (1) for approval and adoption of the Merger Agreement (as amended from
time to time), whether or not recommended by Target's Board of Directors (the
"Target Board"), and the transactions contemplated by the Merger Agreement, (2)
against any Acquisition Proposal, without regard to any recommendation to the
stockholders of Target by the Target Board concerning such Acquisition Proposal,
and without regard to the terms of such Acquisition Proposal, or other proposal
made in opposition to adoption of the Merger Agreement or in competition or in
consistent with the Mergers, (3) against any agreement, amendment of any
agreement (including Target's Charter or Bylaws), or any other action that is
intended or would reasonably be expected to prevent, impede, or, in any material
respect, interfere with, delay, postpone, or discourage the transactions
contemplated by the Merger Agreement, other than those specifically contemplated
by this Agreement or the Merger Agreement or (4) against any action, agreement,
transaction or proposal that would result in a breach of any representation,
warranty, covenant, agreement or other obligation of Target in the Merger
Agreement.
(b) Agreement to Vote Common Units. Each Unitholder irrevocably
and unconditionally hereby agrees that from and after the date hereof until the
earlier of (i) the Merger Effective Time and (ii) the Expiration Time, at any
meeting (whether annual or special and each adjourned or postponed meeting) of
the partners of Target L.P., however called or in connection with any written
consent of the partners of Target L.P., each Unitholder will (x) appear at such
meeting or otherwise cause its Owned Units (as defined below) to be counted as
present thereat for purposes of calculating a quorum and (y) vote or cause to be
voted (including by written consent, if applicable) all of such Unitholder's
Units beneficially owned by such Unitholder as of the relevant time (the "Owned
Units"), (1) for approval and adoption of the Merger Agreement (as amended from
time to time), whether or not recommended Target Board, and the transactions
contemplated by the Merger Agreement, (2) against any Acquisition Proposal,
without regard to any recommendation to the stockholders of Target by the Target
Board concerning such Acquisition Proposal, and without regard to the terms of
such Acquisition Proposal, or other proposal made in opposition to adoption of
the Merger Agreement or in competition or in consistent with the Mergers, (3)
against any agreement, amendment of any agreement (including Target L.P.'s
partnership agreement or other organizational documents), or
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any other action that is intended or would reasonably be expected to prevent,
impede, or, in any material respect, interfere with, delay, postpone, or
discourage the transactions contemplated by the Merger Agreement, other than
those specifically contemplated by this Agreement or the Merger Agreement or (4)
against any action, agreement, transaction or proposal that would result in a
breach of any representation, warranty, covenant, agreement or other obligation
of Target in the Merger Agreement.
(c) Restrictions on Transfers. Each Holder hereby agrees that,
from the date hereof until the Expiration Time, such Holder shall not, directly
or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any
option for the sale of or otherwise transfer or dispose of, or enter into any
agreement, arrangement or understanding to sell, any Owned Shares or Owned Units
(collectively, "Transfer") other than pursuant to this Agreement, the Merger
Agreement or in connection with bona fide estate planning purposes to his, her
or its affiliates or immediate family members, provided that as a condition to
such Transfer, such affiliate or immediate family member shall execute an
agreement that is identical to this Agreement (except to reflect the change of
the Holder) and provided, further that the assigning Holder shall remain jointly
and severally liable for the breaches of any of his, her or its affiliates or
immediate family members of the terms hereof.
(d) Irrevocable Proxy. Each Holder hereby revokes any and all
previous proxies granted with respect to his, her or its Owned Shares and Owned
Units. Subject to the last two sentences of this subsection (d), each Holder
hereby irrevocably appoints Buyer or its designee as Holder's agent, attorney
and proxy, to vote or cause to be voted (including by written consent) his, her
or its Owned Shares and Owned Units in favor of approval of the Merger Agreement
and the transactions contemplated by the Merger Agreement, as applicable. This
proxy is irrevocable and coupled with an interest and is granted in
consideration of Buyer, Merger Co, Merger L.P., Target and Target L.P. entering
into the Merger Agreement. In the event that any Holder fails for any reason to
vote his, her or its Owned Shares or Owned Units in accordance with the
requirements of Sections 1(a) or 1 (b) hereof, as applicable, then the
proxyholder shall have the right to vote such Holder's Owned Shares or Owned
Units, as applicable, in accordance with the provisions of the second sentence
of this subsection (d). The vote of the proxyholder shall control in any
conflict between the vote by the proxyholder of such Holder's Owned Shares or
Owned Units and a vote by such Holder of his, her or its Owned Shares or Owned
Units. Notwithstanding the foregoing, the proxy granted by each Holder shall be
automatically revoked upon termination of this Agreement in accordance with its
terms.
(e) Inconsistent Agreements. Each Holder hereby agrees that, he,
she or it shall not enter into any agreement, contract or understanding with any
person prior to the termination of the Merger Agreement directly or indirectly
to vote, grant a proxy or power of attorney or give instructions with respect to
the voting of such Holder's Owned Shares or Owned Units, as applicable, in any
manner which is inconsistent with this Agreement.
Section 2. No Shop
(a) General. Each Holder, in his, her or its capacity as a
Stockholder or Unitholder, as applicable, shall not take, and shall use his, her
or its reasonable best efforts to cause its Affiliates and each of their
respective officers, directors, employees and
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Representatives not to take, and shall use its commercially reasonable efforts
to cause its employees and Representatives not to take, any action directly or
indirectly to (i) solicit, initiate or induce the making or submission of any
Acquisition Proposal, (ii) enter into any letter of intent, agreement,
arrangement or understanding with respect to any Acquisition Proposal or
approve, endorse or recommend any Acquisition Proposal (or publicly announce an
intention to approve, endorse or recommend any Acquisition Proposal) or enter
into any agreement, arrangement or understanding that would require Target to
abandon, terminate or fail to consummate the Mergers or any other transaction
contemplated by the Merger Agreement, (iii) initiate or participate in any way
in any discussions or negotiations with, or furnish or disclose any nonpublic
information to, or afford access to any of the properties, Assets, books or
records of Target or any Target Subsidiary to, any Person in connection with or
in furtherance of any proposal that constitutes, or would reasonably be expected
to lead to, any Acquisition Proposal; provided, however, that the foregoing does
not restrict any Holder that is a member of the Board of Directors or an officer
of Target from taking any actions in such capacity to the extent permitted by
the Merger Agreement.
(b) Notification. Each Holder shall promptly (and in any event
within two (2) days of the receipt thereof) notify Buyer (in writing) after: (i)
receipt of an Acquisition Proposal (including the identity of such offeror, a
copy of such Acquisition Proposal, or if such Acquisition Proposal was not made
in writing, a summary of the terms of such Acquisition Proposal), (ii) any
request for information relating to the Target (including nonpublic information)
or for access to the properties, books or records of the Target by any Person
that has made an inquiry that could reasonably lead to an Acquisition Proposal,
or (iii) receipt of an amendment to a previously disclosed Acquisition Proposal
(including the identity of such offeror, a copy of such amendment or, if such
amendment was not made in writing, a summary of the terms of such amendment).
(c) Ongoing Discussions. Each Holder shall and shall use its
commercially reasonable efforts to cause its employees and Representatives to,
immediately cease any existing negotiations, or discussions with any third party
that may be ongoing with respect to any Acquisition Proposal.
(d) Each Holder is signing this Agreement solely in such Holder's
capacity as a Stockholder or Unitholder, as applicable, and nothing contained
herein shall limit or affect any actions taken by any Holder in his, her or its
capacity as an officer and director of Target, and neither such actions nor any
actions taken as a representative of Target in his, her or its capacity as a
stockholder of Target which are permitted to be taken pursuant to the Merger
Agreement shall be deemed to constitute a breach of this Agreement.
Section 3. Representations, Warranties and Covenants of Holders.
(a) Representations and Warranties. Each Holder represents and
warrants to Buyer as follows: (i) such Holder has the requisite capacity and all
necessary power and authority to execute and deliver this Agreement and to
perform such Holder's obligations hereunder; (ii) this Agreement has been duly
executed and delivered by such Holder and the execution, delivery and
performance of this Agreement by such Holder and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the
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part of such Holder; (iii) assuming the due authorization, execution and
delivery of this Agreement by Buyer, this Agreement constitutes the valid and
binding agreement of such Holder enforceable against such Holder in accordance
with its terms (except in all cases as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, receivership,
conservatorship, moratorium, or similar Laws affecting the enforcement of
creditors' rights generally and except that the availability of the equitable
remedy of specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding may be brought); (iv) the execution and
delivery of this Agreement by such Holder does not conflict with or violate any
law or agreement binding upon it, nor require any consent, notification,
regulatory filing or approval, and (v) except for restrictions in favor of Buyer
pursuant to this Agreement (and, in the case of the Common Units, except for
restrictions contained in that certain Second Amended and Restated Agreement of
Limited Partnership of ▇▇▇▇▇▇-▇▇▇▇▇ Properties Limited Partnership), and except
for such transfer restrictions of general applicability as may be provided under
the Securities Act of 1933, as amended, and the "blue sky" laws of the various
States of the United States, such Holder owns, beneficially and of record, all
of such Holder's Owned Shares or Owned Units, as applicable, free and clear of
any proxy, voting restriction, adverse claim or other lien and has sole voting
power and sole power of disposition with respect to such Holder's Owned Shares
or Owned Units, as applicable, with no restrictions on such Holder's rights of
voting or disposition pertaining thereto and no person other than such Holder
has any right to direct or approve the voting or disposition of any of such
Holder's Owned Shares or Owned Units, as applicable.
(b) Covenants. From the date hereof until the Expiration Time:
(i) each Holder agrees not take any action that would make
any representation or warranty of such Holder contained herein untrue or
incorrect or have the effect of preventing, impeding, or, in any material
respect, interfering with or adversely affecting the performance by such Holder
of its obligations under this Agreement.
(ii) each Holder hereby waives any rights of dissent from
the Mergers that such Holder may have;
(iii) each Holder hereby agrees, while this Agreement is in
effect, to promptly notify Buyer of the number of any new Common Shares or
Common Units acquired by such Holder, if any, after the date hereof. Any such
shares shall be subject to the terms of this Agreement as though owned by such
Holder on the date hereof; and
(iv) each Holder, severally and not jointly, hereby
authorizes Buyer and Target to publish and disclose in any announcement or
disclosure required by the SEC and in the Proxy Statement such Holder's identity
and ownership of the Owned Shares or Owned Units, as applicable, and the nature
of such Holder's obligation under this Agreement, provided that such Holder is
provided with a reasonable opportunity to review and comment on such disclosure.
Section 4. Representations and Warranties of Buyer. Buyer represents
and warrants to each Holder as follows: (i) each of this Agreement and the
Merger Agreement has been approved by Buyer's sole member; (ii) each of this
Agreement and the Merger Agreement
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has been duly executed and delivered by a duly authorized officer of Buyer; and
(iii) assuming the due authorization, execution and delivery of this Agreement
by each Holder, this Agreement constitutes a valid and binding agreement of
Buyer, enforceable against Buyer in accordance with its terms (except in all
cases as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, receivership, conservatorship, moratorium, or
similar Laws affecting the enforcement of creditors' rights generally and except
that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding may be brought).
Section 5. Further Assurances. From time to time, at the request of
Buyer and without further consideration, each Holder shall execute and deliver
such additional documents and take all such further action as may be necessary
to consummate and make effective the transactions contemplated by this
Agreement.
Section 6. Termination. This Agreement shall automatically terminate
and be of no further force or effect upon the Expiration Time (other than with
respect to this Section and Section 7 which shall survive any termination of
this Agreement); provided that no such termination shall relieve any party
hereto from any liability for any breach of this Agreement occurring prior to
such termination.
Section 7. Miscellaneous.
(a) Expenses. All expenses incurred in connection with this
Agreement and the transactions contemplated by this Agreement shall be paid by
the party incurring such expenses.
(b) Notices. Any notice required to be given hereunder shall be
sufficient if in writing, and sent by facsimile transmission (provided that any
notice received by facsimile transmission or otherwise at the addressee's
location on any business day after 5:00 p.m. (addressee's local time) shall be
deemed to have been received at 9:00 a.m. (addressee's local time) on the next
business day), by reliable overnight delivery service (with proof of service),
hand delivery or certified or registered mail (return receipt requested and
first-class postage prepaid), addressed as follows:
If to Buyer, to
▇/▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇
▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
and
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to (which shall not constitute notice):
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
and
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
If to a Holder, to the address set forth next to such
Holder's name on Attachment B hereto.
(c) Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated except by an
instrument in writing signed by Buyer and the Holders.
(d) Successors and Assigns. No party may assign any of its or his
rights or delegate any of its or his obligations under this Agreement without
the prior written consent of the other parties, except that Buyer may, without
the consent of the Holders, assign any of its rights and delegate any of its
obligations under this Agreement to any affiliate of Buyer. Subject to the
preceding sentence, this Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the parties and their respective successors and
assigns, including without limitation any corporate successor by merger or
otherwise. Notwithstanding any Transfer of Common Shares or Common Units
consistent with this Agreement, the transferor shall remain liable for the
performance of all obligations of transferor under this Agreement.
(e) No Third Party Beneficiaries. Nothing expressed or referred
to in this Agreement will be construed to give any person, other than the
parties to this Agreement, any legal or equitable right, remedy or claim under
or with respect to this Agreement or any provision of this Agreement except as
such rights as may inure to a successor or permitted assignee under Section
7(d).
(f) No Partnership, Agency, or Joint Venture. This Agreement is
intended to create, and creates, a contractual relationship and is not intended
to create, and does
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not create, any agency, partnership, joint venture or any like relationship
between the parties hereto.
(g) Entire Agreement. This Agreement embodies the entire
agreement and understanding among the parties relating to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.
(h) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement.
(i) Specific Performance; Remedies Cumulative. The parties hereto
acknowledge that money damages are not an adequate remedy for violations of this
Agreement and that any party, in addition to any other rights and remedies which
the parties may have hereunder or at law or in equity, may, in his or its sole
discretion, apply to a court of competent jurisdiction for specific performance
or injunction or such other relief as such court may deem just and proper in
order to enforce this Agreement or prevent any violation hereof and, to the
extent permitted by applicable law, each party waives any objection to the
imposition of such relief. All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity shall be
cumulative and not alternative, and the exercise or beginning of the exercise of
any thereof by any party shall not preclude the simultaneous or later exercise
of any other such rights, powers or remedies by such party.
(j) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with his or its obligations hereunder, and any custom or practice
of the parties at variance with the terms hereof, shall not constitute a waiver
by such party of his or its right to exercise any such or other right, power or
remedy or to demand such compliance.
(k) Governing Law. Regardless of any conflict of law or choice of
law principles that might otherwise apply, the parties agree that this Agreement
shall be governed by and construed in all respects in accordance with the laws
of the State of Maryland. The parties all expressly agree and acknowledge that
the State of Maryland has a reasonable relationship to the parties and/or this
Agreement.
(l) Jurisdiction. Each of the parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement exclusively in a
state or federal court located in the State of Maryland. In addition, each of
the parties hereby irrevocably submits to the exclusive jurisdiction of the
courts of the State of Maryland and to the jurisdiction of the United States
District Court for the District of Maryland, for the purpose of any action or
proceeding arising out of or relating to this Agreement and each of the parties
hereto hereby irrevocably agrees that all claims in respect to such action or
proceeding may be heard and determined exclusively in any Maryland state or
federal court. Each of the parties
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agrees that a final judgment in any action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law.
(m) Waiver of Jury Trial. Each Holder hereby waives, to the
fullest extent permitted by applicable law, any right he or it may have to a
trial by jury in respect of any litigation directly or indirectly arising out
of, under or in connection with this Agreement. Each Holder (i) certifies that
no representative of any other party has represented, expressly or otherwise,
that such other party would not, in the event of any such litigation, seek to
enforce the foregoing waiver and (ii) acknowledges that he, she or it has been
induced to enter into this Agreement by, among other things, the consideration
received by such Holder in respect of such Holder's Owned Shares pursuant to the
transactions contemplated by the Merger Agreement.
(n) Drafting and Representation. The parties have participated
jointly in the negotiation and drafting of this Agreement. No provision of this
Agreement will be interpreted for or against any party because that party or his
or its legal representative drafted the provision.
(o) Name, Captions, Gender. Section headings of this Agreement
are for reference purposes only and are to be given no effect in the
construction or interpretation of this Agreement. Whenever the context may
require, any pronoun used herein shall include the corresponding masculine,
feminine or neuter forms.
(p) Counterparts. This Agreement may be executed by facsimile and
in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one instrument. Each counterpart may
consist of a number of copies each signed by less than all, but together signed
by all, the parties hereto.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date and year first written above.
▇▇▇▇▇▇▇ & ▇▇▇▇▇ BRAVO
HOLDINGS LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
HOLDERS:
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date and year first written above.
▇▇▇▇▇▇▇ & ▇▇▇▇▇ BRAVO
HOLDINGS LLC
By:
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Name:
HOLDERS:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date and year first written above.
▇▇▇▇▇▇▇ & ▇▇▇▇▇ BRAVO
HOLDINGS LLC
By:
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Name:
HOLDERS:
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/s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date and year first written above.
▇▇▇▇▇▇▇ & ▇▇▇▇▇ BRAVO
HOLDINGS LLC
By:
-------------------------------
Name:
HOLDERS:
--------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date and year first written above.
▇▇▇▇▇▇▇ & ▇▇▇▇▇ BRAVO
HOLDINGS LLC
By:
-------------------------------
Name:
HOLDERS:
--------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇ ▇. ▇▇▇▇
Attachment A
----------------------------- ----------------------- -------------------- ----------------- ---------------------
Holder Common Stock Restricted Common Common Stock Common Units
Stock Options
----------------------------- ----------------------- -------------------- ----------------- ---------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ 17,000 276,766
----------------------------- ----------------------- -------------------- ----------------- ---------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 292,145
----------------------------- ----------------------- -------------------- ----------------- ---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 96,570 63,000 100,000
----------------------------- ----------------------- -------------------- ----------------- ---------------------
D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 50,343 63,000 50,000
----------------------------- ----------------------- -------------------- ----------------- ---------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 469,817
----------------------------- ----------------------- -------------------- ----------------- ---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 15,621 27,000 28,000
----------------------------- ----------------------- -------------------- ----------------- ---------------------
▇▇▇▇ ▇. ▇▇▇▇ 3,000 27,000
----------------------------- ----------------------- -------------------- ----------------- ---------------------
Attachment B
Holder Notices
----------------------------- ---------------------------------------- --------------------------------------------
Name Notice Information
(Street Address, Facsimile Number, With a copy to (which shall not
Contact Name) constitute notice):
----------------------------- ---------------------------------------- --------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇-▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel. ▇▇▇-▇▇▇-▇▇▇▇
Fax ▇▇▇-▇▇▇-▇▇▇▇
----------------------------- ---------------------------------------- --------------------------------------------
W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel. ▇▇▇-▇▇▇-▇▇▇▇
Fax ▇▇▇-▇▇▇-▇▇▇▇
----------------------------- ---------------------------------------- --------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇
Tel. 704-944-0100 ext. 2020
Fax ▇▇▇-▇▇▇-▇▇▇▇
----------------------------- ---------------------------------------- --------------------------------------------
D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇
Tel. 704-944-0100 ext. 2001
Fax ▇▇▇-▇▇▇-▇▇▇▇
----------------------------- ---------------------------------------- --------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel. ▇▇▇-▇▇▇-▇▇▇▇
Fax ▇▇▇-▇▇▇-▇▇▇▇
----------------------------- ---------------------------------------- --------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇
Tel. 704-944-0100 ext. 2030
Fax ▇▇▇-▇▇▇-▇▇▇▇
----------------------------- ---------------------------------------- --------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇
Tel. 704-944-0100 ext. 2023
Fax ▇▇▇-▇▇▇-▇▇▇▇
----------------------------- ---------------------------------------- --------------------------------------------