EXHIBIT E
NATIONAL MEDIA CORPORATION
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SHAREHOLDERS' AGREEMENT
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TABLE OF CONTENTS
PAGE
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Holders". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 "Investor Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Restrictions on Transfer of Shares by The Members . . . . . . . . . . . . 2
3. Assignments and Transfers . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Legend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Effect of Change in Company's Capital Structure . . . . . . . . . . . . . 4
6. Creation of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. Investment Representation . . . . . . . . . . . . . . . . . . . . . . . . 5
9. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 5
9.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9.3 No Waivers; Rights and Remedies Cumulative.. . . . . . . . . . . . . 5
9.4 Survival of Representations and Warranties.. . . . . . . . . . . . . 5
9.5 Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . 5
9.6 Governing Law; Submission to Jurisdiction; Waiver
of Jury Trial. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9.7 Counterparts; Facsimile Signatures . . . . . . . . . . . . . . . . . 6
9.8 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.9 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . 7
9.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.12 Remedy for Breach. . . . . . . . . . . . . . . . . . . . . . . . . . 7
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT, dated as of October 23, 1998 (the
"Agreement"), is entered into by and among National Media Corporation, a
Delaware corporation ("NMC") and the other persons described on the signature
pages hereof ("Members" or "Member").
RECITALS
WHEREAS, the Members of NM Acquisition Co., LLC, a Delaware limited
liability company ("ACO") entered into that certain Operating Agreement,
dated as of August 10, 1998 (the "Operating Agreement"), pursuant to which
(i) ACO entered into that certain Stock Purchase Agreement, dated as of
August 12, 1998, by and among ACO, Capital Ventures International, a Cayman
Islands company ("CVI") and RGC International Investors, a Cayman Islands
limited duration company ("RGC"), pursuant to which ACO purchased from CVI
and RGC, in the aggregate, 10,000 shares of Series D Convertible Preferred
Stock of NMC ("Series D Stock") and warrants to purchase 992,942 shares of
Common Stock of NMC ("Warrants"); (ii) ACO and NMC entered into that certain
Stock Purchase Agreement, dated as of August 11, 1998, pursuant to which ACO
is to purchase from NMC 20,000 shares of Series E Preferred Stock of NMC
("Series E Stock");
WHEREAS, the Members desire to enter into an agreement governing
their respective ability and right to Transfer (as defined below in Section
2.1) the Investor Stock (as defined below in Section 1.2)
WHEREAS, ACO, the Members and NMC desire to set forth certain
rights and restrictions related to the ownership and disposition of their
respective beneficial ownership interests in the Investor Stock;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties mutually agree as follows:
8. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:
8.1 "HOLDERS" means the Members or persons who have acquired
shares from any of such persons or their transferees or assignees in
accordance with the provisions of this Agreement.
8.2 "INVESTOR STOCK" means (i) the Series D Stock, (ii) the Series
E Stock, (iii) the Common Stock issuable or issued upon conversion of the
Series D Stock, (iv) the Common Stock issuable or issued upon conversion of
the Series E Stock, (v) the Warrants, (vi) the Common Stock issuable or
issued upon exercise of the Warrants, and (vii) any Common Stock of NMC
issued as (or issuable upon the conversion or exercise of any warrant, right
or other security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of the shares referenced in
(i), (ii), (iii), (iv), (v) and (vi) above.
9. RESTRICTIONS ON TRANSFER OF SHARES BY THE MEMBERS.
9.1 Except as otherwise provided in this Agreement, no Member
may sell, assign, transfer, pledge, hypothecate, or otherwise encumber or
dispose of in any way, all or any part of or any interest in any or all of
the Investor Stock now or hereafter owned or held by the Members
(hereinafter referred to as a "Transfer"). Any Transfer of Investor Stock
not made in conformance with this Agreement shall be null and void, shall
not be recorded on the books of NMC and shall not be recognized by NMC.
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9.2 Subject to Section 2.3 of this Agreement, for a period
ending on the first anniversary of the date of this Agreement, each Member
may Transfer up to 50% of the Investor Stock, other than the Series E
Stock, held by the Member on the date of this Agreement.
9.3 No Member shall Transfer more than 25% of the Investor Stock
referred to in Section 2.2 above in any of the following three month periods:
(a) the period beginning on the date of this Agreement and ending on November
11, 1998, (b) the period beginning on November 12, 1998 and ending on
February 11, 1999, (c) the period beginning on February 12, 1999 and ending
on May 11, 1999, or (d) the period beginning on May 12, 1999 and ending on
August 11, 1999 (each, a "Quarter"); provided, however, that any shares of
Investor Stock which were permitted to be sold in any Quarter and which were
not so sold will be added to the number of shares of Investor Stock permitted
to be sold by it in any subsequent Quarter up to a maximum of 50% of the
Investor Stock referred to in Section 2.2 above.
9.4 No Member shall Transfer any Series E Stock, or convert any
Series E Stock into Common Stock, prior to the first anniversary of this
Agreement.
9.5 Notwithstanding the provisions contained in the Certificate of
Designations, Preferences and Rights of Series D Stock of NMC (the
"Certificate of Designations"), the "Conversion Price" (as such term is used
in the Certificate of Designations) shall equal $1.073125 (subject to
adjustment as described in the Certificate of Designations) and each Member
waives (for themselves, their successors, assigns and transferees) their
right to convert such shares at the Variable Conversion Price. As a
condition to the Transfer of any Investor Stock to any other person or entity
(other than NMC) (each, a "Transferee") by any of the Members, such
Transferee shall be required to execute an instrument reasonably satisfactory
to NMC (in form and substance) pursuant to which such Transferee agrees to be
bound by the terms and conditions of this Agreement as if such Transferee was
a party to this Agreement.
9.6 The provisions of Sections 2.2, 2.3 and 2.4 shall not apply
to any Transfer where the seller and buyer are both parties to this Agreement.
10. ASSIGNMENTS AND TRANSFERS.
Any attempt by a Member to Transfer Investor Stock in violation of
Section 2 hereof shall be void and NMC shall not effect such a transfer nor
will it treat any alleged transferee(s) as the holder of such shares.
11. LEGEND.
11.1 SERIES D STOCK. Each replacement certificate for Series D
Stock now owned by each and every Member or any subsequent transferees,
successors and assigns of each and every Member shall bear the following
legends upon its face:
"The ownership, transfer, encumbrance, pledge,
assignment, or other disposition of this certificate
and the shares of stock represented thereby, are
subject to the restrictions contained in a
Shareholders' Agreement, a copy of which is on file at
the office of NMC."
"The shares represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "1933 Act") and may not be sold, offered
for sale, pledged or hypothecated in the absence of (i)
an effective registration statement as to the
securities under the 1933 Act and an effective
registration or qualification of such securities for
sale under applicable state securities law; or (ii)
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an opinion of counsel satisfactory to the corporation that
such registration and qualification is not required."
"The conversion terms contained in the Certificate of
Designation for the Series D Convertible Preferred
Shares are subject to a contract between all of the
holders of such shares and National Media Corporation
(the "Company") dated August 10, 1998 (the "Agreement")
which provides that the conversion price shall be
$1.073125, subject to adjustment and termination under
certain circumstances. Each person who acquires an
interest in the shares represented by this Certificate
takes subject to this modification and is required by
the Agreement to have each certificate for Shares
marked with this legend, and each such person may
inspect the relevant portion of the Agreement at the
office of the Company."
11.2 SERIES E STOCK. Each replacement certificate for Series E
Stock now owned by each and every Member or any subsequent transferees,
successors and assigns of each and every Member shall bear the following
legends upon its face:
"The shares of stock represented by this certificate
are subject to the Agreement among the shareholders
dated October __, 1998 (the "Agreement"). Among other
things, the Agreement contains restrictions on the
transfer of such shares. Any attempted transfer of
such shares in violation of the Agreement will be null
and void and of no effect."
"The shares represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "1933 Act") and may not be sold, offered
for sale, pledged or hypothecated in the absence of (i)
an effective registration statement as to the
securities under the 1933 Act and an effective
registration or qualification of such securities for
sale under applicable state securities law; or (ii) an
opinion of counsel satisfactory to the corporation that
such registration and qualification is not required."
12. EFFECT OF CHANGE IN COMPANY'S CAPITAL STRUCTURE. If, at any time
on or after the date of this Agreement, the number of outstanding shares of
any class of NMC securities comprising the Investor Stock is increased by a
stock split, stock dividend, combination, reclassification or other similar
event or change in the capital structure of NMC, the Investor Stock shall be
proportionately reduced, or if the number of such outstanding shares is
decreased by a reverse stock split, combination or reclassification of
shares, or other similar event or change in the capital structure of NMC, the
Investor Stock shall be proportionately increased.
13. CREATION OF PROXY. Upon the execution of this Agreement, each
Member hereby agrees to execute an irrevocable proxy in favor of Temporary
Media Co., LLC, a Delaware limited liability company ("TMC"), in the form
attached hereto as EXHIBIT A.
14. DISSOLUTION. The Members hereby agree to dissolve ACO in
accordance with and pursuant to Section 18-801 of the Delaware Limited
Liability Company Act.
15. INVESTMENT REPRESENTATION. Each and every Member hereby confirms,
that the Investor Stock to be issued to the Member will be acquired for
investment for the Member's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the
Member has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, the Member
further represents that it does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to
such person or to any third person, with respect to any of the Investor
Stock.
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Further, each and every Member understands that ACO will rely on the
representations contained in this Section 8 in connection with the
distribution of the Investor Stock to its Members following ACO's dissolution.
16. MISCELLANEOUS.
16.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective transferees, successors and assigns of
the parties hereto (including transferees of any shares of Investor Stock).
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.
16.2 NOTICES. All notices, requests, and other communications to
any party under this Agreement shall be in writing and shall be given to such
party at its address or facsimile number set forth on the signature pages
hereof or such other address or telex or facsimile number as such party may
hereafter specify for the purpose of notice to the other parties. Each such
notice, request or other communication shall be effective: (a) if given by
facsimile, when such facsimile is transmitted to the facsimile number, as
applicable, specified in this Section and the party sending the facsimile has
telephonically confirmed its receipt, (b) if given by registered or certified
mail, return receipt requested, 72 hours after such communication is
deposited in the mails with postage prepaid, addressed as aforesaid or (c) if
given by any other means, when delivered at the address specified in this
Section.
16.3 NO WAIVERS; RIGHTS AND REMEDIES CUMULATIVE. No failure or
delay by any Holder in exercising any right, power, or privilege under this
Agreement shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power, or privilege. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or
remedies provided by law.
16.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in, pursuant to or in connection with
this Agreement shall survive the execution and delivery of this Agreement.
16.5 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
16.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL.
(a) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE
BEEN MADE IN THE STATE OF CALIFORNIA AND THE VALIDITY, CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO, SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
(b) JURISDICTION AND VENUE. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY
IN LOS ANGELES COUNTY TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES
HERETO HEREBY WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT
IN ACCORDANCE WITH THIS SUBSECTION (b) AND STIPULATE THAT SUCH COURTS SHALL
HAVE IN PERSONAM JURISDICTION AND VENUE OVER EACH SUCH PARTY FOR THE PURPOSE
OF LITIGATING ANY SUCH DISPUTE, CONTROVERSY, OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE
OF PROCESS SUFFICIENT FOR PERSONAL
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JURISDICTION IN ANY ACTION AGAINST THE COMPANY MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS SPECIFIED FOR
NOTICES PURSUANT TO SECTION 7.2.
(c) WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT THEY MAY
LEGALLY DO SO, THE PARTIES TO THIS AGREEMENT HEREBY EXPRESSLY WAIVE ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING
ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR IN ANY WAY CONNECTED
WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO
WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO
SO, THE PARTIES TO THIS AGREEMENT HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND,
ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SUBSECTION (c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT
TO TRIAL BY JURY.
16.7 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same instrument. Delivery of an executed counterpart of the signature page
to this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement, and any party delivering an executed
counterpart of the signature page to this Agreement by facsimile to any other
party shall thereafter also promptly deliver a manually executed counterpart
of this Agreement to such other party, but the failure to deliver such
manually executed counterpart shall not affect the validity, enforceability,
and binding effect of this Agreement.
16.8 EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements
in addition to any other relief to which such party may be entitled.
16.9 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of NMC and the Holders of a
majority of the Investor Stock then outstanding. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder
of any Investor Stock then outstanding, each future holder of all such
Investor Stock, and NMC.
16.10 SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
16.11 ENTIRE AGREEMENT. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.
16.12 REMEDY FOR BREACH. NMC hereby acknowledges that in the event
of any breach or threatened breach by any Member of any of the provisions of
this Agreement, the Holder would have no adequate remedy at law and could
suffer substantial and irreparable damage. Accordingly, NMC, each and every
Member and ACO hereby agree that, in such event, the Holder shall be
entitled, without the necessity of proving damages or posting bond, and
notwithstanding any election by Holder to claim damages, to obtain temporary
and/or permanent injunction, without proving a breach thereof, to restrain
any such breach or threatened breach or to obtain specific
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performance of any such provisions, all without prejudice to any and all
other remedies which any Holder may have at law or in equity.
IN WITNESS WHEREOF, this Agreement has been duly executed effective as
of the date and year first above written.
NMC: NATIONAL MEDIA CORPORATION,
a Delaware corporation
By
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Name:
Title:
Address for Notices:
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
TMC: TEMPORARY MEDIA, CO., LLC,
a Delaware limited liability company
By
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Name:
Title: Managing Member
Address for Notices:
c/o Quantum Television
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MEMBERS:
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By: By:
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and as attorney-in-fact for
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Address for Notices: Address for Notices:
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ESSANESS/NM PARTNERS TALISMAN CAPITAL OPPORTUNITY
FUND LTD.
By: By:
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Address for Notices: Address for Notices:
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (760) ___-____ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
8
----------------------------- ---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
c/o Capstar Broadcasting Partners 4301 Michaels Cove
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
JACOR COMMUNICATIONS, INC. ▇▇▇▇▇▇/▇▇▇▇▇▇▇ INTERNATIONAL
By: By:
-------------------------- ------------------------
Address for Notices: Address for Notices:
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ c/o Gruber/▇▇▇▇▇▇▇ Capital
50 East River Center Boulevard, 12th Floor Management
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ 50 ▇▇▇▇▇▇ Place
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
DOTCOM PARTNERS, LLC S/L TRILLING TRUST
By: By:
----------------------------- ---------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, individually
and as attorney-in-fact for
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
9
▇▇▇▇ ▇▇▇▇▇ NM PARTNERS, LLC
By:
--------------------------
Address for Notices:
c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
HAMARAT/▇▇▇▇▇ PARTNERS, LP
By:
--------------------------
Address for Notices:
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
LAGUNITAS PARTNERS, L.P.
By:
--------------------------
Address for Notices:
c/o Gruber/McBaine Capital Management
attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
10
----------------------------- ---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (310) Facsimile: (310)
----------------------------- ---------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., #▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
----------------------------- ---------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 15 Compo Hill Avenue
Westport, CT 06880 ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (203) Facsimile: (203)
11
----------------------------- ---------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (310)
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (310)
▇▇▇▇▇ ▇▇▇▇▇ INC.
RETIREMENT TRUST
By
---------------------------- ---------------------------
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ BODENCHACK
Address for Notices: Address for Notices:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (212)
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (212)
12
----------------------------- ---------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ floor ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
----------------------------- ---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ c/o Joyva Corporation
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: Telephone:
Facsimile:
----------------------------- ---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
13
----------------------------- ---------------------------
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ c/o Joyva Corporation
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: Telephone:
Facsimile:
----------------------------- ---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Address for Notices: Address for Notices:
c/o Joyva Corporation ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone:
Telephone: Facsimile:
Facsimile:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TRUST FIFTH THIRD BANK TR
By By
----------------------------- ---------------------------
Address for Notices: Address for Notices:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, #▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ M.D. #1090C4
Telephone: ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: Telephone:
Facsimile:
14
EFFREY A. WELLECK REVOCABLE R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇/
TRUST U/A/D ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ JTWROS
By By
----------------------------- -------------------------
▇▇▇▇▇▇▇ ▇. Welleck, Trustee R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
By
-------------------------
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
15
▇▇▇▇▇▇ LIVING TRUST U/T/D 10/30/90 THE ▇▇▇▇▇▇ FAMILY TRUST
By By
----------------------------- -------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, Trustee ▇▇▇▇ ▇▇▇▇▇▇, Trustee
Address for Notices: Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
----------------------------- ---------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. KITCHLIN
Address for Notices: Address for Notices:
▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
16
----------------------------- ---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., #▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
----------------------------- ---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
Address for Notices: Address for Notices:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, #▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
17
----------------------------- ---------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
----------------------------- ---------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
18
----------------------------- ---------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
----------------------------- ---------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Address for Notices: Address for Notices:
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: Telephone:
Facsimile: Facsimile:
19