SEPTEMBER 2008 WAIVER AND AMENDMENT
EXHIBIT
99.11
SEPTEMBER
2008 WAIVER AND AMENDMENT
THIS
SEPTEMBER 2008 WAIVER AND AMENDMENT (this “Agreement”)
is
made as of September 19, 2008, among South Texas Oil Company, a Nevada
corporation (the “Company”),
the
Subsidiaries, The Longview Fund, L.P., a California limited partnership
(“Longview”),
and
Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership
(“Marquis”
and
together with Longview, the “Buyers”).
Capitalized terms used, but not otherwise defined, herein shall have the
meanings ascribed to them in the Purchase Agreement (as defined
below).
W
I T N E
S S E T H:
WHEREAS,
the Company and the Buyers entered into that certain Securities Purchase
Agreement, dated as of April 1, 2008 (as amended by each of the June 2008
Amendment Agreement (as defined below) and the Second June 2008 Amendment
Agreement (as defined below), and as may otherwise be amended, supplemented,
restated or modified and in effect from time to time, the “Purchase
Agreement”),
pursuant to which (i) the Company issued to (a) Longview, among other things,
senior secured notes in an aggregate original principal amount of $23,908,013.11
(such notes, together with any promissory notes or other securities issued
in
exchange or substitution therefor or replacement thereof, and as any of the
same
may be amended, supplemented, restated or otherwise modified and in effect
from
time to time, the “Longview Notes”),
and
(b) Marquis, among other things, senior secured notes in an aggregate original
principal amount of $8,469,337.71 (such notes, together with any promissory
notes or other securities issued in exchange or substitution therefor or
replacement thereof, and as any of the same may be amended, supplemented,
restated or otherwise modified and in effect from time to time, the
“Marquis Notes”
and,
together with the Longview Notes, the “Notes”),
and
(ii) the Warrants (as defined therein) were amended and restated;
WHEREAS,
pursuant to that certain June 2008 Amendment Agreement, dated as of June
18, 2008 (the “June
2008 Amendment Agreement”),
among
the Company and the Buyers, among other things, Marquis assigned, and Longview
assumed, all of Marquis’s obligation to purchase Additional Notes pursuant to
the Purchase Agreement, such
that
Marquis would have no further obligations, on or after June 18, 2008, to
purchase Additional Notes pursuant to the Purchase Agreement;
WHEREAS,
pursuant to that certain June 2008 Amendment to Senior Notes and Purchase
Agreement, dated as of June 30, 2008 (the “Second June
2008 Amendment Agreement”),
among
the Company and the Buyers, among other things, the Company and the Buyers
amended the Purchase Agreement to increase the Maximum Borrowing Amount to
$32,500,000 and amended each of the Notes with respect to the manner in which
Interest is paid, as more specifically set forth therein;
WHEREAS,
the Company desires to enter into a Securities Purchase Agreement (as amended,
restated, supplemented or otherwise modified and in effect from time to time,
the “Bridge
Purchase Agreement”),
by
and among the Company and the investors listed on the Schedule of Buyers
attached thereto (the “Bridge
Buyers”),
pursuant to which, among other things, subject to the terms and conditions
set
forth therein, the Company will sell, and the
Bridge
Buyers will purchase senior secured notes in the original aggregate principal
amount of $7,000,000 (such notes, together with any promissory notes or other
securities issued in exchange or substitution therefor or replacement thereof,
and as any of the same may be amended, supplemented, restated or otherwise
modified and in effect from time to time, the “Bridge
Notes”);
and
WHEREAS,
the Company and Buyers desire to amend the terms of the Purchase Agreement
and
each of the Longview Notes as provided herein.
NOW,
THEREFORE, in consideration of the agreements, provisions and covenants
contained herein and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, each of the undersigned agrees
as
follows:
1. Amendment
of Longview Notes.
a. Each
of
the Buyers, severally and not jointly, hereby agrees with the Company that,
as
of the date first above written, the last sentence of Section 5 of each of
the
Longview Notes is hereby amended and restated in its entirety to read as
follows:
“Notwithstanding
the foregoing, the Interest Amount payable on any Interest Payment Date (but
not
the Interest Amount payable on any Company Early Redemption Date) that occurs
on
or prior to the later of (a) the first date on which no Bridge Notes are
outstanding, and (b) the earlier of (I) December 31, 2008 and (II) the Company
Financing Date, shall be paid by adding such Interest Amount to the Principal
(i.e., by capitalizing such Interest Amount) on such Interest Payment Date,
and
on and after such Interest Payment Date such Interest Amount shall itself (as
part of the Principal) bear Interest in accordance herewith. For purposes of
this Note, “Bridge
Notes”
means
those certain senior secured notes in the original aggregate principal amount
of
$7,000,000, issued pursuant to that certain Securities Purchase Agreement,
dated
as of September 19, 2008, by and among the Company and the investors listed
on
the Schedule of Buyers attached thereto, as amended, restated, supplemented
or
otherwise modified and in effect from time to time (the “Bridge
Purchase Agreement”);
and
“Company
Financing Date”
means
the first date after the Issuance Date on which the Company and its Subsidiaries
have received an aggregate of $15,000,000 or more in gross proceeds in one
or
more transactions, other than the transaction contemplated by the Bridge
Purchase Agreement, following June 30, 2008 (the “Amendment
Date”)
from
(A) any sales of debt and/or equity securities of the Company and/or any of
the
Subsidiaries or any securities convertible into or exercisable or exchangeable
for debt and/or equity securities of the Company and/or any of its Subsidiaries
(including debt securities with an equity component), other than issuances
of
Common Stock upon exercise of stock options outstanding on the Amendment Date,
provided that such stock options are not amended or otherwise modified after
the
Amendment Date, (B) any other debt and/or equity financings (including any
debt
financing with an equity component), (C) any “farm-out” financing transactions
or similar transactions which do not have operating obligations of the financing
party as a major component, in any form, and/or (D) any sales of Hydrocarbon
Property.”
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b. As
amended hereby, each of the Longview Notes shall remain in full force and
effect.
2. Amendment
to Purchase Agreement.
a. Each
of
the Buyers, severally and not jointly, hereby agrees with the Company that,
as
of the date first written above, the last sentence of Section 5(t) of the
Purchase Agreement is hereby amended by adding a new clause (x) immediately
after clause (ix) thereof, such clause to read in its entirety as
follows:
“;
and
(x) Liens consisting of cash collateral securing the Company’s and the
Subsidiaries’ reimbursement obligations, under letters of credit permitted under
Section 6(f)(vii), provided that the aggregate amount of cash collateral
securing such Indebtedness does not exceed the undrawn face amount outstanding
at any one time.”
b. Each
of
the Buyers, severally and not jointly, hereby agrees with the Company that,
as
of the date first written above, Section 6(f) of the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:
“f. Indebtedness.
From
the date of this Agreement until the end of the Reporting Period, the Company
shall not, and the Company shall cause each of the Subsidiaries not to, create,
incur, assume, extend the term of, become obligated on or suffer to exist
(directly or indirectly), any Indebtedness other than Indebtedness under the
Notes issued pursuant to this Agreement, except that the Company and the
Subsidiaries may, (i) incur non-convertible Indebtedness for borrowed money,
and
only to the extent, that (A) a subordination agreement in favor of and in form
and substance satisfactory to the Buyers in its sole and absolute discretion
is
executed and delivered to the Buyers with respect thereto (which subordination
agreement shall prohibit payments in respect of such subordinated
Indebtedness for so long as any Notes are outstanding), (B) the terms of such
subordinated Indebtedness does not require or permit payment of principal
thereon until at least ninety (90) days after the Maturity Date of any
outstanding Notes, and (C) such subordinated Indebtedness is not secured by
any
of the assets of the Company or any of the Subsidiaries; (ii) incur purchase
money Indebtedness or Capital Lease Obligations in an aggregate amount not
to
exceed $250,000 outstanding at any time; (iii) incur unsecured intercompany
Indebtedness amongst the Company and one or more of its wholly-owned domestic
Subsidiaries that is a party to, and in compliance with, the Amended and
Restated Security Agreement and the Subsidiary Guaranty, to the extent such
Indebtedness is evidenced by a promissory note that has been pledged to
Collateral Agent; (iv) incur Indebtedness of the Company and the Subsidiaries
for taxes, assessments, municipal or governmental charges not yet due;
(v) incur obligations of the Company and the Subsidiaries resulting from
endorsements for collection or deposit in the ordinary course of business;
(vi)
suffer to exist the Diversity Note (and the obligations thereunder) and the
Leexus Additional Consideration Obligation, in each case as in effect on the
date of its original issuance or incurrence, without waiver, amendment,
supplement, restatement or other modification thereof after such date; and
(vii)
incur reimbursement obligations in respect of letters of credit issued for
the
account of the Company or any of the Subsidiaries in the ordinary course of
their business for the purpose of securing performance obligations of the
Company or any other of the Subsidiaries or for the purpose of satisfying
federal, state and/or local legal requirements for owning and
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operating
oil and gas properties, so long as the aggregate face amount of such letters
of
credit does not exceed $500,000 at any one time (any Indebtedness that the
Company or any of the Subsidiaries is expressly permitted to incur pursuant
to
clauses (i) through (vii) above being referred to herein as “Permitted
Indebtedness”).”
c. Each
of
the Buyers, severally and not jointly, hereby agrees with the Company that,
as
of the date first above written, the first sentence of Section 6(t)(i) of the
Purchase Agreement is hereby amended and restated in its entirety to read as
follows:
(i) The
Company shall not allow the Daily Barrel Average to be less than 225 barrels
of
oil and/or its equivalent in natural gas (including barrels of oil and barrels
of oil equivalents from gas produced into a sales pipeline at a ratio of one
(1)
barrel of oil for each six thousand (6,000) cubic feet (“MCF”)
of gas
(collectively, “▇▇▇▇”))
in
the calendar quarter ending September 30, 2008, or be less than 250 ▇▇▇▇ in
the
calendar quarter ending December 31, 2008, or be less than 350 ▇▇▇▇ in the
calendar quarter ending March 31, 2009, or be less than 400 ▇▇▇▇ in the calendar
quarter ending June 30, 2009, or be less than 500 ▇▇▇▇ in the calendar quarter
ending September 30, 2009 or be less than 750 ▇▇▇▇ in any calendar quarter
ending after September 30, 2009 (the failure of the Daily Barrel Average to
be
at least the applicable minimum (as set forth in this sentence) in any such
calendar quarter being referred to as a “Financial
Covenant Failure”).
d. As
amended hereby, the Purchase Agreement shall remain in full force and
effect..
3. Limited
Waivers.
a. Subject
to the conditions set forth in Section
3(b)
hereof,
each of the Buyers, severally and not jointly, hereby (i) waives any and all
violations or breaches of the Notes (as amended hereby), the Purchase Agreement
(as amended hereby) and any of the other Transaction Documents, and any Event
of
Default, solely to the extent that any such violation, breach or Event of
Default is the direct result of the Company and the Subsidiaries entering into,
and carrying out their respective obligations under, the Bridge Purchase
Agreement, the Bridge Notes and any other document contemplated by the Bridge
Purchase Agreement, and (ii) waives any adjustment to the Purchase Price (as
defined in each of the Warrants) pursuant to Section 3.4 of each of the
Warrants, solely to the extent that such adjustment would directly result from
the Company’s issuance of the Demand Note Exchange Shares (as defined in the
Bridge Purchase Agreement) or the issuance of any Option Shares (as defined
in
the Bridge Purchase Agreement) upon any exercise of the Investor Share Option
(as defined in each of the Bridge Notes), all in accordance with the terms
and
conditions set forth in the Bridge Purchase Agreement and the Bridge
Notes.
b. The
limited waivers set forth in Section
3(a)
hereof
(i) are not, nor shall they be deemed to be, waivers under any other
circumstance or waivers of any other condition, requirement, provision or breach
of, or rights under, any of the Notes (as amended hereby), the Purchase
Agreement (as amended hereby), any of the Transaction Documents or any other
agreement or instrument, and (ii) do not, nor shall they be deemed to,
establish a custom or course of dealing.
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4. Representations
and Warranties of the Company.
The
Company represents and warrants to each of the Buyers that:
a. Authorization;
Enforcement; Validity.
Each of
the Company and the Subsidiaries is a duly organized and validly existing
corporation or limited liability company and has the requisite corporate or
limited liability company power and authority to enter into and perform its
obligations under this Agreement, each of the Notes (as amended hereby), the
Purchase Agreement (as amended hereby) and the other Transaction Documents.
The
execution and delivery of this Agreement by the Company and the Subsidiaries
and
the consummation of the transactions contemplated hereby, by the Notes (as
amended hereby), the Purchase Agreement (as amended hereby) and by the other
Transaction Documents have been duly authorized by the respective boards of
directors of the Company and the Subsidiaries, and no further consent or
authorization is required by the Company, the Subsidiaries or their respective
boards of directors or shareholders. This Agreement has been duly executed
and
delivered by the Company and each of the Subsidiaries, and each of this
Agreement, the Notes (as amended hereby), the Purchase Agreement (as amended
hereby) and the other Transaction Documents constitutes a valid and binding
obligation of each of the Company and the Subsidiaries (as applicable),
enforceable against each of the Company and the Subsidiaries (as applicable)
in
accordance with its terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of applicable creditors’ rights and
remedies.
b. No
Conflicts.
The
execution and delivery of this Agreement by each of the Company and the
Subsidiaries, the performance by each of the Company and the Subsidiaries (as
applicable) of their respective obligations hereunder, under the Notes (as
amended hereby), the Purchase Agreement (as amended hereby) and under the other
Transaction Documents, and the consummation by each of the Company and the
Subsidiaries (as applicable) of the transactions contemplated hereby, by the
Notes (as amended hereby), the Purchase Agreement (as amended hereby) and by
the
other Transaction Documents will not (i) result in a violation of the articles
of incorporation or the bylaws of the Company or the organizational documents
of
any Subsidiary; (ii) conflict with, or constitute a breach or default (or an
event which, with the giving of notice or lapse of time or both, constitutes
or
would constitute a breach or default) under, or give to others any right of
termination, amendment, acceleration or cancellation of, or other remedy with
respect to, any agreement, indenture or instrument to which the Company or
any
of the Subsidiaries is a party; or (iii) result in a violation of any law,
rule,
regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or any of the Subsidiaries
or by
which any property or asset of the Company or any of the Subsidiaries is bound
or affected. Neither the Company nor any of the Subsidiaries is required to
obtain any consent, authorization or order of or make any filing or registration
with, any court or governmental agency or any regulatory or self-regulatory
agency in order for it to execute, deliver or perform any of its obligations
under, or contemplated by, this Agreement, the Notes (as amended hereby), the
Purchase Agreement (as amended hereby) and the other Transaction
Documents.
5. Representation
and Warranties of each of the Buyers.
Each of
the Buyers, severally, and not jointly, represents and warrants to the Company
that (a) such Buyer is a
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validly
existing limited partnership and has the requisite limited partnership power
and
authority to enter into and perform its obligations under this Agreement, and
(b) this Agreement has been duly and validly authorized, executed and delivered
on behalf of such Buyer and is a valid and binding agreement of such Buyer,
enforceable against such Buyer in accordance with its terms.
6. Acknowledgment
of the Company and the Subsidiaries.
The
Company and each of the Subsidiaries hereby irrevocably and unconditionally
acknowledge, affirm and covenant to each Buyer that:
a. such
Buyer is not in default under any of the Transaction Documents and has not
otherwise breached any obligations to the Company or any of the Subsidiaries;
and
b. there
are
no offsets, counterclaims or defenses to the Liabilities (as defined in the
Amended and Restated Security Agreement) or Obligations (as defined in the
Subsidiary Guaranty), including the liabilities and obligations of the Company
under the Notes (as amended hereby), or to the rights, remedies or powers of
Buyer in respect of any of the Liabilities or Obligations or any of the
Transaction Documents, and the Company and each of the Subsidiaries agree not
to
interpose (and each does hereby waive and release) any such defense, set-off
or
counterclaim in any action brought by such Buyer with respect
thereto.
7. Termination
of Obligations to Purchase Notes under the Purchase Agreement.
The
Company and Longview hereby acknowledge and agree that effective as of the
date
hereof, no party to the Purchase Agreement (as amended hereby) shall have any
further obligation to purchase Notes under the Purchase Agreement (as amended
hereby), any remaining such obligation being hereby terminated forever. The
foregoing shall not, and shall not be deemed to, otherwise affect Longview’s,
Marquis’s or the Company’s rights under the Purchase Agreement (as amended
hereby), which remains in full force and effect.
8. Avoidance
of Doubt.
The
parties hereto hereby agree, for the avoidance of doubt, that (a) the term
“Notes”
as
used
in the Transaction Documents shall mean the Notes, as, and to the extent,
amended by this Agreement, and (b) the term “Liabilities”
and
“Obligations”
as
used
in the Transaction Documents shall include all liabilities and obligations
of
the Company under this Agreement, under the Notes (as amended hereby) and under
the other Transaction Documents, and each of the parties hereto agrees not
to
take any contrary positions.
9. Expenses.
In
accordance with Section 5(h) of the Purchase Agreement (as amended hereby),
contemporaneously with the execution and delivery of this Amendment, the Company
shall reimburse each of the Buyers for all of the out-of-pocket fees, costs
and
expenses incurred thereby in connection with the drafting, negotiation and
execution of this Amendment.
10. Reservation
of Rights.
Except
as expressly set forth in Section
3(a)
hereof,
and subject to the terms and conditions of Section
3(b)
hereof,
neither of the Buyers has hereby waived (a) any breach, default or Event of
Default that may be continuing under any of the Transaction Documents or (b)
any
of such Buyer’s rights or remedies arising from any such breach, default or
Event of Default or otherwise available under the Transaction Documents or
at
law. Each of the Buyers expressly reserves all such rights and
remedies.
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11. Successors
and Assigns.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. The successors
and
assigns of such entities shall include their respective receivers, trustees
or
debtors-in-possession.
12. Further
Assurances.
The
Company hereby agrees from time to time, as and when requested by any Buyer,
to
execute and deliver or cause to be executed and delivered, all such documents,
instruments and agreements, including secretary’s certificates, and to take or
cause to be taken such further or other action, as any Buyer may reasonably
deem
necessary or desirable in order to carry out the intent and purposes of this
Agreement, the Notes (as amended hereby) and the other Transaction
Documents.
13. Governing
Law; Jurisdiction; Jury Trial.
All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision
or
rule (whether of the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State
of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of
the state and federal courts sitting in the City of New York, borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction
of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process
and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it
under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
14. Counterparts.
This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to each other party.
In
the
event that any signature to this Agreement or any amendment hereto is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “.pdf” signature page were an original
thereof. No party hereto shall raise the use of a facsimile machine or e-mail
delivery of a “.pdf” format data file to deliver a signature to this Agreement
or any amendment hereto or the fact that such signature was transmitted or
communicated through the use of a facsimile machine or e-mail delivery of a
“.pdf” format data file as a defense to the formation or enforceability of a
contract, and each party hereto forever waives any such defense.
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15. Section
Headings.
The
section headings herein are for convenience of reference only, and shall not
affect in any way the interpretation of any of the provisions
hereof.
16. No
Strict Construction.
The
language used in this Agreement will be deemed to be the language chosen by
the
parties to express their mutual intent, and no rule of strict construction
will
be applied against any party.
17. Merger.
This
Agreement, the Notes (as amended hereby), the Purchase Agreement (as amended
hereby) and the other Transaction Documents represent the final agreement of
each of the parties hereto with respect to the matters contained herein and
may
not be contradicted by evidence of prior or contemporaneous agreements, or
prior
or subsequent oral agreements, among any of the parties hereto. Except as
expressly set forth in this Agreement, in the Notes (as amended hereby), in
the
Purchase Agreement (as amended hereby) and in the other Transaction Documents,
none of the Company nor any of the Buyers makes any representation, warranty,
covenant or undertaking with respect to such matters.
18. Interpretative
Matters.
Unless
otherwise indicated or the context otherwise requires, (i) all references to
Sections, Schedules, Appendices or Exhibits are to Sections, Schedules,
Appendices or Exhibits contained in or attached to this Agreement, (b) words
in
the singular or plural include the singular and plural and pronouns stated
in
either the masculine, the feminine or neuter gender shall include the masculine,
feminine and neuter, (c) the words “hereof,” “herein” and words of similar
effect shall reference this Agreement in its entirety, and (d) the use of the
word “including” in this Agreement shall be by way of example rather than
limitation.
19. Reaffirmation.
Each of
the Company and the Subsidiaries as issuer, debtor, grantor, pledgor, mortgagor,
guarantor or assignor, or in other any other similar capacity in which such
Person grants Liens or security interests in its property or otherwise acts
as
accommodation party or guarantor, as the case may be, hereby (i) acknowledges
and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms
all
of its obligations, contingent or otherwise, under each of the Transaction
Documents, including the Notes (as amended hereby) and the Purchase Agreement
(as amended hereby), to which it is a party (after giving effect hereto), and
(iii) to the extent such Person granted Liens on or security interests in any
of
its property pursuant to any such Transaction Document as security for or
otherwise guaranteed the Liabilities or Obligations under or with respect to
the
Transaction Documents, ratifies and reaffirms such guarantee and grant of
security interests and Liens and confirms and agrees that such security
interests and Liens hereafter secure all of the Liabilities and Obligations
as
amended hereby. Each of the Company and the Subsidiaries hereby consents to
this
Agreement and acknowledges that each of the Transaction Documents, including
the
Notes (as amended hereby) and the Purchase Agreement (as amended hereby),
remains in full force and effect and is hereby ratified and
reaffirmed.
[Remainder
of page intentionally left blank; Signature page follows]
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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
of
the undersigned as of the date first above written.
COMPANY:
SOUTH
TEXAS OIL COMPANY,
a
Nevada
corporation
By:
Name:
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title:
Chief
Executive Officer
SUBSIDIARIES:
SOUTHERN
TEXAS OIL COMPANY.,
a Texas
corporation
By:
Name:
Title:
STO
OPERATING COMPANY,
a Texas
corporation
By:
Name:
Title:
STO
PROPERTIES LLC,
a
Texas
limited liability company
By:
Name:
Title:
STO
DRILLING COMPANY,
a
Texas
corporation
By:
Name:
Title:
[Signature
page to September 2008 Waiver and Amendment]
BUYERS:
THE
LONGVIEW FUND, L.P.,
a
California limited partnership
By:
Viking
Asset Management, L.L.C.
Its:
Investment
Advisor
By:
Name:
S.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Chief
Financial Officer
LONGVIEW
MARQUIS MASTER FUND, L.P.
By:
Viking
Asset Management, LLC
Its:
Investment
Advisor
By:
Name:
S.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:
Chief
Financial Officer
[Signature
page to September ▇▇▇▇ ▇▇▇▇▇▇ and Amendment]