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EXHIBIT 4.3
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT") is
made as of November 26, 2002, by and among (i) DigitalNet Holdings, Inc., a
Delaware corporation (the "COMPANY"), (ii) GTCR Fund VII, L.P., a Delaware
limited partnership ("GTCR FUND VII"), (iii) GTCR Co-Invest, L.P., a Delaware
limited partnership ("Co-Invest" and, together with GTCR Fund VII and any
investment fund managed by GTCR Golder Rauner, L.L.C. which, at any time,
acquires securities of the Company and executes a counterpart of this Agreement
or otherwise agrees to be bound by this Agreement, the "GTCR INVESTORS"), (iv)
the Pearlstein Family, LLC (the "PEARLSTEIN PURCHASER"), The Ian Z. Pearlstein
2001 Trust and The Ivanna V. Pearlstein 2001 Trust, (v) the J. Sunny Bajaj
Trust, the Rueben Bajaj Trust and the Bajaj Family Limited Partnership (each, a
"BAJAJ PURCHASER" and collectively, the "BAJAJ PURCHASERS"), (vi) Ken S. Bajaj
("BAJAJ"), Jack Pearlstein ("PEARLSTEIN"), and any other executive employee of
the Company who, at any time, acquires securities of the Company in accordance
with the terms hereof and executes a counterpart of this Agreement or otherwise
agrees to be bound by this Agreement (each, an "EXECUTIVE" and collectively, the
"EXECUTIVES"), (vii) GetronicsWang Co. LLC, a Delaware limited liability company
("GETRONICS"), (viii) Banc of America Mezzanine Capital LLC (together with its
permitted transferees, the "WARRANT HOLDERS"), (ix) each of the other entities
and individuals set forth from time to time on the attached "SCHEDULE OF
STOCKHOLDERS" under the heading "OTHER STOCKHOLDERS" who, at any time, acquires
securities of the Company in accordance with the terms hereof and executes a
counterpart of this Agreement or otherwise agrees to be bound by this Agreement
and (x) DigitalNet, Inc., a Delaware corporation ("DIGITALNET"). The GTCR
Investors are sometimes referred to herein as the "INVESTORS." The Investors,
the Executives, Getronics, the Warrant Holders and the other entities and
individuals listed on the SCHEDULE OF STOCKHOLDERS are collectively referred to
herein as the "STOCKHOLDERS" and individually as a "STOCKHOLDER." Capitalized
terms used but not otherwise defined herein are defined in SECTION 8 hereof.
WHEREAS, the parties hereto wish to amend and restate in its entirety
that certain Stockholders Agreement, dated as of September 7, 2001 (the
"EXISTING STOCKHOLDERS AGREEMENT"), by and between the Company and certain of
the parties hereto and upon proper execution and delivery of this Agreement, the
Existing Stockholders Agreement shall be superseded by this Agreement and
canceled in its entirety;
WHEREAS, the Investors, the Bajaj Purchasers and the Pearlstein
Purchaser will, simultaneously with the execution hereof, purchase, pursuant to
that certain Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of
September 7, 2001, among the Company, the Investors, the Bajaj Purchasers and
the Pearlstein Purchaser, shares of the Company's Common Stock, par value $0.001
per share (the "COMMON STOCK"), and shares of the Company's Class A Preferred
Stock, par value $0.01 per share (the "CLASS A PREFERRED");
WHEREAS, each Executive will, simultaneously with the execution
hereof, purchase shares of Common Stock pursuant to a Senior Management
Agreement;
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WHEREAS, simultaneously with the execution hereof, the Company issued
shares of its Series B Preferred Stock, par value $0.01 per share (the "CLASS B
PREFERRED" and, together with the Class A Preferred, the "PREFERRED STOCK"), to
Getronics in connection with DigitalNet's acquisition of Getronics Government
Solutions, L.L.C. pursuant to a Purchase Agreement dated as of September 27,
2002 (the "GETRONICS PURCHASE AGREEMENT");
WHEREAS, pursuant to a Bridge Loan Agreement, dated as of the date
hereof (the "BRIDGE LOAN AGREEMENT"), by and among the Company, DigitalNet, the
Warrant Holders and the other lenders party thereto, the Company executed Common
Stock Purchase Warrants pursuant to which the Company issued, subject to the
terms of that certain Warrant Escrow Agreement dated as of the date hereof by
and among the Company, the Warrant Holder and the escrow agent identified
therein, warrants (the "WARRANTS") to purchase, in the aggregate, 3,794,762
shares of Common Stock and agreed to become parties hereto;
WHEREAS, the execution and delivery of the Existing Stockholders
Agreement was a condition to the Investors', the Bajaj Purchasers' and the
Pearlstein Purchaser's execution of the Purchase Agreement and purchase of
Common Stock and Class A Preferred thereunder; and
WHEREAS, the execution and delivery of this Agreement is a condition
to the consummation of the transactions contemplated by the Getronics Purchase
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. BOARD OF DIRECTORS.
(a) From and after the Closing and until the provisions of this
Section 1 cease to be effective, each Stockholder shall vote all of his
Stockholder Shares and any other voting securities of the Company over which
such Stockholder has voting control and shall take all other necessary or
desirable actions within his control (whether in his capacity as a stockholder,
director, member of the board or any committee thereof, or officer of the
Company or otherwise, and including, without limitation, attendance at meetings
in person or by proxy for purposes of obtaining a quorum and execution of
written consents in lieu of meetings), and the Company shall take all necessary
and desirable actions within its control (including, without limitation, calling
special board and stockholder meetings), so that:
(i) the authorized number of directors on the Company's board
of directors (the "BOARD") shall be no more than six directors;
(ii) the following persons shall be elected to the Board:
(A) two representatives designated by GTCR Fund VII (the
"GTCR INVESTOR DIRECTORS"), who shall initially be Bruce V. Rauner and
Philip A. Canfield;
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(B) two representatives designated by Bajaj (the
"EXECUTIVE DIRECTORS"), who shall be executive officers of the Company
and one of whom shall initially be Bajaj; and
(C) at such time as GTCR Fund VII designates, up to two
representatives chosen jointly by GTCR Fund VII and Bajaj (the
"OUTSIDE DIRECTORS"); PROVIDED that no Outside Director shall be a
member of the Company's management or an employee or officer of the
Company or its subsidiaries; PROVIDED further that if GTCR Fund VII
and Bajaj are unable to agree on the Outside Directors within 10 days
after the date specified by GTCR Fund VII for electing the Outside
Directors, then GTCR Fund VII shall, in its sole discretion, designate
the Outside Directors;
(iii) the composition of any committee of the Board shall
include at least one GTCR Investor Director;
(iv) a majority of the board of directors of each of the
Company's subsidiaries (a "SUB BOARD") shall consist of members of the
Board;
(v) the removal from the Board, a Sub Board or a committee
(with or without cause) of any GTCR Investor Director or any Outside
Director shall be upon (and only upon) the written request of GTCR Fund
VII;
(vi) the removal from the Board, a Sub Board or a committee
(with or without cause) of any Executive Director shall be upon (and only
upon) the written request of Bajaj; and
(vii) in the event that any representative designated hereunder
for any reason ceases to serve as a member of the Board, a Sub Board or a
committee during his term of office, the resulting vacancy on the Board,
the Sub Board or such committee shall be filled by a representative
designated by the person or persons originally entitled to designate such
director pursuant to SECTION 1(a)(ii) above.
(b) the rights of Bajaj under this SECTION 1 shall terminate at such
time as Bajaj and the Bajaj Purchasers in the aggregate hold less than 50% of
their aggregate Applicable Purchase Amount.
(c) the rights of GTCR Fund VII under this SECTION 1 shall terminate
at such time as the GTCR Investors in the aggregate hold less than 50% of their
aggregate Applicable Purchase Amount.
(d) The Company shall pay all out-of-pocket expenses incurred by each
director in connection with attending regular and special meetings of the Board,
any Sub Board and any committee thereof.
(e) If any party fails to designate a representative to fill a
directorship pursuant to the terms of this SECTION 1, the election of a person
to such directorship shall be accomplished in accordance with the Company's
bylaws and applicable law.
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(f) The provisions of this SECTION 1 shall terminate upon first to
occur of (i) the consummation of a Qualified Public Offering and (ii) the
consummation of a Sale of the Company.
2. LEGEND. Each certificate evidencing Stockholder Shares (other
than the Warrants) and each certificate issued in exchange for or upon the
transfer of any Stockholder Shares (other than the Warrants) (if such shares
remain Stockholder Shares as defined herein after such transfer) shall be
stamped or otherwise imprinted with a legend in substantially the following
form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY")
AND CERTAIN OF THE COMPANY'S STOCKHOLDERS. A COPY OF SUCH STOCKHOLDERS
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER
HEREOF UPON WRITTEN REQUEST."
The Company shall imprint such legend on certificates evidencing Stockholder
Shares (other than the Warrants) outstanding prior to the date hereof. The
legend set forth above shall be removed from the certificates evidencing any
shares which cease to be Stockholder Shares.
3. REPRESENTATIONS AND WARRANTIES. Each Stockholder represents and
warrants that (i) this Agreement has been duly authorized, executed and
delivered by such Stockholder and constitutes the valid and binding obligation
of such Stockholder, enforceable in accordance with its terms, except to the
extent that enforceability may be limited by bankruptcy, insolvency or other
similar laws affecting creditors' rights generally and (ii) such Stockholder has
not granted and is not a party to any proxy, voting trust or other agreement
which is inconsistent with, conflicts with or violates any provision of this
Agreement. No holder of Stockholder Shares shall grant any proxy or become a
party to any voting trust or other agreement which is inconsistent with,
conflicts with or violates any provision of this Agreement.
4. PARTICIPATION RIGHTS.
(a) At least 30 days prior to any Transfer of Stockholder Shares
which are shares of Preferred Stock by the GTCR Investors, the GTCR Investors
shall deliver a written notice (the "PREFERRED SALE NOTICE") to the Company and
the other Stockholders (the "NON-GTCR STOCKHOLDERS") specifying in reasonable
detail the identity of the prospective transferee(s) and the terms and
conditions of the Transfer. The Non-GTCR Stockholders may elect to participate
in the contemplated Transfer by delivering written notice to the GTCR Investors
within 30 days after delivery of the Preferred Sale Notice. If any Non-GTCR
Stockholders have elected to participate in such Transfer, the GTCR Investors
and such Non-GTCR Stockholders will be entitled to sell in the contemplated
Transfer, at the same price and on the same terms, a number of shares of
Preferred Stock equal to the product of (A) the quotient determined by dividing
the number of shares of Preferred Stock owned by such Person by the aggregate
number of outstanding shares of Preferred Stock owned by the GTCR Investors and
the Non-GTCR Stockholders participating in such sale and (B) the number of
shares of Preferred Stock to be sold in the contemplated Transfer.
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(b) At least 30 days prior to any Transfer of Stockholder Shares
which are shares of Common Stock by the GTCR Investors, the Bajaj Group or the
Pearlstein Group (collectively, the "SUBJECT STOCKHOLDERS"), the Subject
Stockholder proposing to make such Transfer shall deliver a written notice (the
"COMMON SALE NOTICE") to the Company and the other Stockholders (collectively,
the "NON-SUBJECT STOCKHOLDERS") specifying in reasonable detail the identity of
the prospective transferee(s) and the terms and conditions of the Transfer. The
Non-Subject Stockholders may elect to participate in the contemplated Transfer
by delivering written notice to the Subject Stockholders within 30 days after
delivery of the Common Sale Notice. If any Non-Subject Stockholders have elected
to participate in such Transfer, the Subject Stockholders and such Non-Subject
Stockholders will be entitled to sell in the contemplated Transfer, at the same
price and on the same terms, a number of shares of Common Stock equal to the
product of (i) the quotient determined by dividing the number of shares of
Common Stock owned by such Person by the aggregate number of outstanding shares
of Common Stock owned by the Subject Stockholders and the Non-Subject
Stockholders participating in such sale, and (ii) the number of shares of Common
Stock to be sold in the contemplated Transfer. For purposes of this SECTION
4(b), if a holder of shares of Class B Preferred elects to participate in the
contemplated Transfer, (x) the "number of shares of Common Stock owned" by such
holder shall equal the quotient determined by dividing (1) the aggregate
liquidation value of the shares of Class B Preferred then owned by such holder
(plus all accrued and unpaid dividends thereon), by (2) 81.667% of the
consideration per share of Common Stock to be paid to the Subject Stockholders
by the prospective transferee(s) in the contemplated Transfer, and (y) "the
aggregate number of outstanding shares of Common Stock" shall include the number
of shares of Common Stock owned by such holder as calculated pursuant to clause
(x) above.
(c)
(i) The GTCR Investors will use commercially reasonable
efforts to obtain the agreement of the prospective transferee(s) to the
participation of the Non-GTCR Stockholders in any Transfer contemplated by
Section 4(a), and the GTCR Investors will not transfer any of their
Stockholder Shares to the prospective transferee(s) unless (A) the
prospective transferee(s) agrees to allow the participation of the Non-GTCR
Stockholders at the same price and on the same terms, or (B) the GTCR
Investors agree to purchase the number of such class of Stockholder Shares
from the Non-GTCR Stockholders which the Non-GTCR Stockholders would have
been entitled to sell pursuant to SECTION 4(a) for the consideration per
share to be paid to the GTCR Investors by the prospective transferee(s).
(ii) The Subject Stockholders will use commercially reasonable
efforts to obtain the agreement of the prospective transferee(s) to the
participation of the Non-Subject Stockholders in any Transfer contemplated
by Section 4(b), and the Subject Stockholders will not transfer any of
their Stockholder Shares to the prospective transferee(s) unless (A) the
prospective transferee(s) agrees to allow the participation of the
Non-Subject Stockholders at the same price and on the same terms, or (B)
the Subject Stockholders agree to purchase the number of such class of
Stockholder Shares from the Non-Subject Stockholders which the Non-Subject
Stockholders would have been entitled to sell pursuant to SECTION 4(b) for
the consideration per share to be paid to the Subject Stockholders by the
prospective transferee(s).
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(d) Notwithstanding anything to the contrary in any other provision
of this Agreement, this SECTION 4 shall not apply with respect to (i) any
Transfer of Stockholder Shares by any GTCR Investor to or among its Affiliates,
(ii) an Exempt Bajaj Transfer, (iii) an Exempt Pearlstein Transfer, or (iv) a
Public Sale; provided that the restrictions contained in this Agreement will
continue to be applicable to the Stockholder Shares after any Transfer pursuant
to clauses (i), (ii) and (iii) and, as a condition to such Transfer, the
transferee of such Stockholder Shares shall agree in writing to be bound by the
provisions of this Agreement. Upon the Transfer of Stockholder Shares pursuant
to clause (i), (ii) or (iii) of the previous sentence, the transferees will
deliver a written notice to the Company, which notice will disclose in
reasonable detail the identity of such transferee. Notwithstanding the
foregoing, no party hereto shall avoid the provisions of this Agreement by
making one or more Transfers to one or more Affiliates and then disposing of all
or any portion of such party's interest in any such Affiliate.
(e) This Section 4 will terminate upon the first to occur of (i) the
consummation of an Approved Sale and (ii) the consummation of a Qualified Public
Offering.
5. FIRST REFUSAL RIGHTS.
(a) Prior to making any Transfer of Stockholder Shares, any
Stockholder (other than the GTCR Investors) desiring to make such Transfer (the
"TRANSFERRING STOCKHOLDER") will give written notice (the "SALE NOTICE") to the
Company and the holders of Investor Shares (collectively, the "SALE NOTICE
RECIPIENTS"). The Sale Notice will disclose in reasonable detail the identity of
the prospective transferee(s), the number of shares to be transferred and the
terms and conditions of the proposed transfer. Such Transferring Stockholder
will not consummate any Transfer until 45 days after the Sale Notice has been
given to the Sale Notice Recipients, unless the parties to the Transfer have
been finally determined pursuant to this SECTION 5 prior to the expiration of
such 45-day period. (The date of the first to occur of such events is referred
to herein as the "AUTHORIZATION DATE").
(b) The Company may elect to purchase all (but not less than all) of
such Stockholder Shares to be transferred upon the same terms and conditions as
those set forth in the Sale Notice by delivering a written notice of such
election to the Transferring Stockholder and the Sale Notice Recipients (other
than the Company) within 20 days after the Sale Notice has been given to the
Company. If the Company has not elected to purchase all of the Stockholder
Shares to be transferred, the holders of Investor Shares may elect to purchase
all (but not less than all) of the Stockholder Shares to be transferred upon the
same terms and conditions as those set forth in the Sale Notice by giving
written notice of such election to such Transferring Stockholder within 25 days
after the Sale Notice has been given to the holders of Investor Shares. If more
than one holder of Investor Shares elects to purchase the Stockholder Shares to
be transferred, the shares of Stockholder Shares to be sold shall be allocated
among the holders of Investor Shares pro rata according to the number of
Investor Shares of the relevant class owned by such holder of Investor Shares on
a fully diluted basis. If neither the Company nor the holders of Investor Shares
elects to purchase all of the Stockholder Shares specified in the Sale Notice,
the Transferring Stockholder may transfer the Stockholder Shares specified in
the Sale Notice at a price and on terms no more favorable to the transferee(s)
thereof than specified in the Sale Notice during the 60-day period immediately
following the Authorization Date. Any
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Stockholder Shares not transferred within such 60-day period will be subject to
the provisions of this SECTION 5 upon subsequent transfer.
(c) Notwithstanding anything to the contrary in any other provision
of this Agreement, this SECTION 5 will not apply with respect to (i) any
Transfer of Stockholder Shares by any Stockholder to or among its Affiliates,
(ii) any Transfer of Stockholder Shares to any Investor, (iii) with respect to
an Executive or other Stockholder who is an individual, pursuant to applicable
laws of descent and distribution, (iv) a repurchase of Stockholder Shares by the
Company pursuant to the terms of the Senior Management Agreements, (v) a Public
Sale, (vi) a Sale of the Company, including an Approved Sale (as defined in
SECTION 6(a) hereof), (vii) any Transfer pursuant to SECTION 5(b) of the Senior
Management Agreements, (viii) a Transfer of Stockholder Shares held by the
Pearlstein Purchaser to the Ian Z. Pearlstein Trust and/or the Ivanna V.
Pearlstein Trust, (ix) any Transfers of Stockholder Shares held by the Warrant
Holders in connection with Transfers contemplated by Section 12.05 of the Bridge
Loan Agreement, (x) any Transfer of more than 400,000 Stockholder Shares held by
any Warrant Holder (as such amount is adjusted for stock splits, stock
dividends, stock combinations and similar transactions); provided that if any
Warrant Holder originally acquired less than 400,000 Stockholder Shares (as such
amount is adjusted for stock splits, stock dividends, stock combinations and
similar transactions), such provisions will not apply if and to the extent such
transferee Transfers all, but not less than all, of its Stockholder Shares to
one other Person, or (xi) any Transfer pursuant to the Bajaj Free
Transferability Agreement or the Pearlstein Free Transferability Agreement;
provided that the restrictions contained in this Agreement will continue to be
applicable to the Stockholder Shares after any Transfer pursuant to clauses (i),
(ii), (iii), (vii), (viii), (ix), (x) or (xi) above and the transferee of such
Stockholder Shares shall agree in writing to be bound by the provisions of this
Agreement. Upon the Transfer of Stockholder Shares pursuant to clauses (i),
(ii), (iii), (vii), (viii), (ix), (x) or (xi) of the previous sentence, the
transferees will deliver a written notice to the Company, which notice will
disclose in reasonable detail the identity of such transferee.
(d) Notwithstanding anything herein to the contrary, except pursuant
to clause (b) above, in no event shall any Transfer of Stockholder Shares
pursuant to this SECTION 5 be made for any consideration other than cash payable
upon consummation of such Transfer.
(e) Notwithstanding the foregoing, no Transfer shall be made to a
Person reasonably determined by the Company to be a competitor of the Company or
any of its subsidiaries.
(f) This SECTION 5 shall terminate with respect to each Stockholder
Share upon the earlier of (i) consummation of a Qualified Public Offering, (ii)
the consummation of an Approved Sale and (iii) the date on which such
Stockholder Share has been transferred pursuant to this SECTION 5 (other than
SECTIONS 5(c)(i), (iii), (vii), (viii), (ix), (x) OR (xi)).
6. SALE OF THE COMPANY.
(a) If the holders of a majority of the Investor Shares approve a
Sale of the Company to an Independent Third Party (an "APPROVED SALE"), each
holder of Stockholder Shares shall vote for, consent to and raise no objections
against such Approved Sale. If the
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Approved Sale is structured as a (i) merger, consolidation or other similar
transaction for which dissenters' rights, appraisal rights or similar rights are
available, each holder of Stockholder Shares shall waive any dissenters' rights,
appraisal rights or similar rights in connection with such merger, consolidation
or other similar transaction for which dissenters' rights, appraisal rights or
similar rights are available or (ii) sale of stock, each holder of Stockholder
Shares shall agree to sell all of his Stockholder Shares and rights to acquire
Stockholder Shares on the terms and conditions approved by the Board and the
holders of a majority of the Investor Shares (voting as a single class) then
outstanding. Each holder of Stockholder Shares shall take all necessary or
desirable actions in connection with the consummation of the Approved Sale as
reasonably requested by the Company.
(b) The obligations of the holders of Stockholder Shares with respect
to the Approved Sale of the Company are subject to the satisfaction of the
following conditions: (i) upon the consummation of the Approved Sale, each
holder of a particular class of Stockholder Shares shall receive the same form
of consideration and the same amount of consideration per share, (ii) if any
holders of a class of Stockholder Shares are given an option as to the form and
amount of consideration to be received, each holder of such class of Stockholder
Shares shall be given the same option, and (iii) each holder of then currently
exercisable rights to acquire shares of a class of Stockholder Shares shall be
given an opportunity to either (A) exercise such rights prior to the
consummation of the Approved Sale and participate in such sale as holders of
such class of Stockholder Shares or (B) upon the consummation of the Approved
Sale, receive in exchange for such rights consideration equal to the amount
determined by multiplying (1) the same amount of consideration per share of a
class of Stockholder Shares received by holders of such class of Stockholder
Shares in connection with the Approved Sale less the exercise price per share of
such class of Stockholder Shares or such rights to acquire such class of
Stockholder Shares by (2) the number of shares of such class of Stockholder
Shares represented by such rights.
(c) If either the Company or the holders of the Stockholder Shares
enter into a negotiation or transaction for which Rule 506 (or any similar rule
then in effect) promulgated by the Securities and Exchange Commission may be
available with respect to such negotiation or transaction (including a merger,
consolidation or other reorganization), the holders of Stockholder Shares will,
at the request of the Company, appoint a purchaser representative (as such term
is defined in Rule 501) reasonably acceptable to the Company. If any holder of
Stockholder Shares appoints a purchaser representative designated by the
Company, the Company will pay the fees of such purchaser representative, but if
any holder of Stockholder Shares declines to appoint the purchaser
representative designated by the Company such holder will appoint another
purchaser representative if necessary to comply with Rule 506, and such holder
will be responsible for the fees of the purchaser representative so appointed.
(d) Holders of Stockholder Shares will bear their pro rata share
(based upon the number of shares sold) of the reasonable out of pocket costs of
any sale of such Stockholder Shares pursuant to an Approved Sale to the extent
such costs are incurred for the benefit of all holders of Stockholder Shares and
are not otherwise paid by the Company or the acquiring party. For purposes of
this SECTION 6(d), costs incurred in exercising reasonable efforts to take all
actions in connection with the consummation of an Approved Sale in accordance
with SECTION 6(a) shall be deemed to be for the benefit of all holders of the
Stockholder Shares. Costs
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incurred by holders of Stockholder Shares on their own behalf will not be
considered costs of the transaction hereunder.
(e) This SECTION 6 shall terminate with respect to each Stockholder
Share upon the earlier of (i) the consummation of a Qualified Public Offering
and (ii) the consummation of an Approved Sale.
7. VOTING REQUIREMENT.
(a) During the term of this Agreement and while the exemption
pursuant to Section 280G(b)(5)(A) of the Code is available, each Stockholder
shall vote all of his Stockholder Shares and any other voting securities of the
Company over which such Stockholder has voting control and shall take all other
necessary or desirable actions within his control, and the Company shall take
all necessary and desirable actions within its control (including, without
limitation, calling a special stockholder meeting for such purpose, preparing
and distributing appropriate disclosure documents in connection therewith and
recommending that the Stockholders approve all proposals related thereto) to
approve any payment or benefit to be received by Bajaj or Pearlstein in
connection with a "change in ownership or control" (as such term is defined in
Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE")), (a
"CHANGE OF CONTROL") of the Company or DigitalNet, under the Senior Management
Agreements, including, without limitation, any severance payment and the vesting
of any unvested securities of the Company (the "PAYMENT PROVISIONS").
(b) Promptly following the execution of this Agreement, (i) the
Company will prepare and distribute to the Stockholders a disclosure document
describing the Payment Provisions relating to Bajaj and Pearlstein in all
material respects and requesting the Stockholders' approval thereof (the "2001
CONSENT REQUEST") and (ii) the Stockholders agree to vote in favor of, or
consent to, the 2001 Consent Request.
(c) The Company shall condition the issuance of any of the voting
securities of the Company (including, without limitation, any voting securities
issuable upon conversion or exchange of other securities of the Company, or upon
the exercise of rights or options to purchase voting securities of the Company)
on the recipient of such securities executing and delivering to the Company an
agreement to be bound by the provisions of SECTION 7(a) of this Agreement or
another agreement containing in form and in substance the requirements of
SECTION 7(a) hereof.
(d) If, in order to meet the requirements of Section 280G of the
Code, the vote of the Company is necessary, the Company will vote any voting
securities of DigitalNet or any other Affiliate of the Company to approve any
payment or benefit to be received by Bajaj or Pearlstein in connection with a
Change of Control under the Senior Management Agreements, including, without
limitation, any severance payment and the vesting of any unvested securities of
the Company.
(e) DigitalNet shall condition the issuance of any of the voting
securities of DigitalNet (including, without limitation, any voting securities
issuable upon conversion or exchange of other securities of DigitalNet, or upon
the exercise of rights or options to purchase
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voting securities of DigitalNet) on the recipient of such securities executing
and delivering to DigitalNet an agreement to be bound by the provisions of
SECTION 7(a) of this Agreement or another agreement containing in form and in
substance the requirements of SECTION 7(a) hereof.
(f) The Company shall cause each subsidiary that it directly or
indirectly controls (each, a "NEW SUBSIDIARY") (other than DigitalNet, which is
covered by SECTION 7(e) above), to execute and deliver to the Company, Bajaj and
Pearlstein an agreement containing provisions substantially identical to those
in SECTION 7(e) above, other than appropriate changes to reflect that such
agreement is being made by the New Subsidiary and not by DigitalNet.
8. DEFINITIONS.
"AFFILIATE" means, (i) with respect to any Person, any Person
directly, or indirectly through one or more intermediaries, that is controlling,
controlled by, or under common control with such Person, where "control" means
the possession, directly or indirectly, of the power to direct the management
and policies of a Person whether through the ownership of voting securities, by
contract, or otherwise, (ii) if such Person is a partnership, any partner
thereof, and (iii) without limiting the foregoing, any investment fund
controlled by GTCR Golder Rauner, L.L.C.
"APPLICABLE PURCHASE AMOUNT" means, at any time and as to any Person,
all shares of Common Stock purchased by such Person (including pursuant to any
Subsequent Closing, as such term is defined in the Purchase Agreement) pursuant
to the Purchase Agreement as of such time.
"BAJAJ FREE TRANSFERABILITY AGREEMENT" means that certain Free
Transferability Agreement, dated as of September 25, 2002, by and among the
Company and Ken Bajaj.
"BAJAJ GROUP" means, collectively, the Bajaj Purchasers and Ken Bajaj.
"CLOSING" shall have the meaning set forth in the Purchase Agreement.
"EXEMPT BAJAJ TRANSFER" means (i) any Transfer by a member of the
Bajaj Group to another member of the Bajaj Group, (ii) any Transfer by a member
of the Bajaj Group to any Investor, (iii) any Transfer pursuant to applicable
laws of descent and distribution, (iv) any Transfer pursuant to any of the
transfer provisions of the Senior Management Agreement with Ken Bajaj as such
transfer provisions are in effect as of the date hereof, (v) any Transfer
pursuant to the Bajaj Free Transferability Agreement, or (vi) any Transfer of
shares of Common Stock which, when aggregated with all other prior Transfers of
shares of Common Stock after the date hereof by the Bajaj Group (without taking
into account any Transfers pursuant to any other clause of this definition
(other than clause (v)), would result in the Bajaj Group having Transferred less
than 10% of the number of shares of Common Stock held by the Bajaj Group as of
the date hereof (as such number is adjusted for stock splits, stock dividends,
stock combinations and similar transactions).
"EXEMPT PEARLSTEIN TRANSFER" means (i) any Transfer by a member of the
Pearlstein Group to another member of the Pearlstein Group, (ii) any Transfer by
a member of the Pearlstein Group to any Investor, (iii) any Transfer pursuant to
applicable laws of descent and distribution, (iv)
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any Transfer pursuant to any of the transfer provisions of the Senior Management
Agreement with Jack Pearlstein as such transfer provisions are in effect as of
the date hereof, (v) any Transfer pursuant to the Pearlstein Free
Transferability Agreement, or (vi) any Transfer of shares of Common Stock which,
when aggregated with all other prior Transfers of shares of Common Stock after
the date hereof by the Pearlstein Group (without taking into account any
Transfers pursuant to any other clause of this definition (other than clause
(v)), would result in the Pearlstein Group having Transferred less than 10% of
the number of shares of Common Stock held by the Pearlstein Group as of the date
hereof (as such number is adjusted for stock splits, stock dividends, stock
combinations and similar transactions).
"INDEPENDENT THIRD PARTY" means any Person who, immediately prior to
the contemplated transaction, (i) does not own in excess of 5% of the Company's
capital stock on a fully-diluted basis (a "5% OWNER"), (ii) is not controlling,
controlled by or under common control with any such 5% Owner, (iii) is not the
spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for
the benefit of such 5% Owner and/or such Persons and (iv) is neither a portfolio
company of any such 5% Owner nor a subsidiary of any portfolio company of any
such 5% Owner.
"INVESTOR SHARES" means (i) any Common Stock or Class A Preferred
purchased or otherwise acquired by the Investors, the Bajaj Purchasers and the
Pearlstein Purchaser pursuant to the Purchase Agreement and (ii) any equity
securities issued or issuable directly or indirectly with respect to the Common
Stock and Class A Preferred referred to in clause (i) above by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular shares constituting Investor Shares, such shares will cease to be
Investor Shares when they have been (x) effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them or (y) sold to the public through a broker, dealer or market maker
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act.
"PEARLSTEIN FREE TRANSFERABILITY AGREEMENT" means that certain Free
Transferability Agreement, dated as of September 25, 2002, by and among the
Company and Jack Pearlstein.
"PEARLSTEIN GROUP" means, collectively, the Pearlstein Purchaser, The
Ian Z. Pearlstein 2001 Trust, The Ivanna V. Pearlstein 2001 Trust and Jack
Pearlstein.
"PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"PUBLIC OFFERING" means any underwritten offering by the Company of
its capital stock or equity securities to the public pursuant to an effective
registration statement under the Securities Act of 1933, as then in effect, or
any comparable statement under any similar federal statute then in force.
"PUBLIC SALE" means any sale of Stockholder Shares (i) to the public
pursuant to an offering registered under the Securities Act or (ii) to the
public through a broker, dealer or
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market maker pursuant to the provisions of Rule 144 (other than Rule 144(k)
prior to a Public Offering) adopted under the Securities Act.
"QUALIFIED PUBLIC OFFERING" means any underwritten offering by the
Company of its capital stock or equity securities to the public pursuant to an
effective registration statement under the Securities Act of 1933, as then in
effect, or any comparable statement under any similar federal statute then in
force, which results in gross proceeds to the Company of at least $30 million.
"SALE OF THE COMPANY" means (i) any sale, transfer or issuance or
series of sales, transfers and/or issuances of capital stock of the Company by
the Company or any holders thereof which results in any Person or group (as the
term "GROUP" is used under the Securities Exchange Act of 1934) of Persons
(other than GTCR Fund VII and its Affiliates) owning more than 50% of the
outstanding capital stock of the Company possessing the voting power to elect a
majority of the Board at the time of such sale, transfer or issuance or series
of sales, transfers and/or issuances; provided that the term "Sale of the
Company" shall not include a Public Offering; (ii) any sale or transfer of more
than 50% of the assets of the Company and its Subsidiaries on a consolidated
basis (measured either by book value in accordance with generally accepted
accounting principles consistently applied or by fair market value determined in
the reasonable good faith judgment of the Board) in any transaction or series of
transactions (other than sales in the ordinary course of business); or (iii) any
merger, reorganization, consolidation or similar transaction to which the
Company is a party, except for (A) a merger, reorganization, consolidation or
similar transaction in which the Company is the surviving corporation, the terms
of the Preferred Stock are not changed and the Preferred Stock is not exchanged
for cash, securities or other property, and after giving effect to such merger,
GTCR Fund VII and its Affiliates shall continue to own, directly or indirectly,
at least a majority of the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors of the
Company or (B) any merger, reorganization, consolidation or similar transaction
immediately following which (x) GTCR Fund VII and its Affiliates beneficially
own, directly or indirectly, at least a majority of the combined voting power of
the then-outstanding voting securities entitled to vote generally in the
election of directors of the corporation resulting from such transaction
(including, without limitation, a corporation that, as a result of such
transaction, owns the Company), and (y) (1) the holders of the Class A Preferred
immediately prior to such transaction receive for each share of Class A
Preferred then held shares of a class of securities of the Person resulting from
such transaction, having rights, preferences and terms the same as those of the
Class A Preferred, and (2) the holders of the Class B Preferred immediately
prior to such transaction receive for each share of Class B Preferred then held
shares of a class of securities of the Person resulting from such transaction,
having rights, preferences and terms the same as those of the Class B Preferred.
"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.
"SENIOR MANAGEMENT AGREEMENTS" means, collectively, each of the Senior
Management Agreements, each dated as of September 7, 2001, between the Company,
DigitalNet, and each of Ken Bajaj and Jack Pearlstein, respectively, each as
amended from time to time in accordance with its terms.
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"STOCKHOLDER SHARES" means, without duplication, (i) any Common Stock,
Class A Preferred or Class B Preferred purchased or otherwise acquired by any
Stockholder, (ii) any Common Stock issued or issuable directly or indirectly
upon exercise of the Warrants, (iii) any warrants, options or other rights to
subscribe for or to acquire, directly or indirectly, capital stock of the
Company, whether or not then exercisable or convertible (including, without
limitation, the Warrants), (iv) any equity securities issued or issuable
directly or indirectly with respect to the securities referred to in clauses
(i), (ii) or (iii) above by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization and (v) any other shares of any class or series of
capital stock of the Company held by a Stockholder; provided that Stockholder
Shares shall not include nonvoting stock described in (i), (ii), (iii) or (iv)
above for purposes of any Section hereof requiring the holder thereof to vote on
a matter if the non-voting stock is not entitled to vote thereon. As to any
particular shares constituting Stockholder Shares, such shares will cease to be
Stockholder Shares when they have been (x) effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them or (y) sold to the public through a broker, dealer or market maker
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act.
"TRANSFER" means to sell, transfer, assign, pledge or otherwise
dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law).
"WARRANT SHARES" means (i) any shares of Common Stock issued or
issuable directly or indirectly upon exercise of Warrants and (ii) any
securities issued or issuable with respect to the securities referred to in
clause (i) above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Warrant Shares, such shares shall cease to
be Warrant Shares when they have been (a) effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them or (b) distributed to the public through a broker, dealer or
market maker pursuant to Rule 144 under the Securities Act (or any similar
provision then in force).
9. TRANSFERS; TRANSFERS IN VIOLATION OF AGREEMENT. Prior to
transferring any Stockholder Shares to any person or entity, the Transferring
Stockholder shall cause the prospective transferee to execute and deliver to the
Company and the Other Stockholders a counterpart of this Agreement. Any transfer
or attempted transfer of any Stockholder Shares in violation of any provision of
this Agreement shall be void, and the Company shall not record such transfer on
its books or treat any purported transferee of such Stockholder Shares as the
owner of such shares for any purpose. Upon the transfer of all Stockholder
Shares held by a Person, such Person shall for all purposes cease to be a
"Stockholder" party to this Agreement.
10. ADDITIONAL STOCKHOLDERS. In connection with the issuance of any
additional equity securities of the Company, the Company, with the consent of
GTCR Fund VII, may permit such person to become a party to this Agreement and
succeed to all of the rights and obligations of a "Stockholder" under this
Agreement by obtaining an executed counterpart signature page to this Agreement,
and, upon such execution, such person shall for all purposes be a "Stockholder"
party to this Agreement.
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11. AMENDMENT AND WAIVER. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective against the Company or the Stockholders unless such modification,
amendment or waiver is approved in writing by the Company and the holders of a
majority of the Investor Shares; provided that in the event that such
modification, amendment or waiver would adversely affect a holder or group of
holders of Stockholder Shares, then such amendment or waiver will require the
consent of such holder of Stockholder Shares or a majority of the Stockholder
Shares held by such group of holders adversely affected. Notwithstanding any
provision to the contrary contained in this SECTION 11, no modification,
amendment or waiver of the provisions of SECTION 7 above or this sentence shall
be effective against Bajaj or Pearlstein without the prior written consent of
such Person. The failure of any party to enforce any of the provisions of this
Agreement shall in no way be construed as a waiver of such provisions and shall
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
12. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
13. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein,
this document embodies the complete agreement and understanding among the
parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way.
14. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and the Stockholders and any subsequent
holders of Stockholder Shares and the respective successors and assigns of each
of them, so long as they hold Stockholder Shares.
15. COUNTERPARTS. This Agreement may be executed in separate
counterparts (including by means of telecopied signature pages), each of which
shall be an original and all of which taken together shall constitute one and
the same agreement.
16. REMEDIES. The Company, each Investor, each Executive, Getronics,
the Warrant Holders and each Other Stockholder shall be entitled to enforce
their rights under this Agreement specifically to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights
existing in their favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that the Company, each Investor, each Executive, Getronics, the
Warrant Holders and each Other Stockholder may in its sole discretion apply to
any court of law or equity of competent jurisdiction for specific performance
and/or injunctive relief (without
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posting a bond or other security) in order to enforce or prevent any violation
of the provisions of this Agreement.
17. NOTICES. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or mailed first class mail
(postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to the Company at the address set forth below and to any other
recipient at the address indicated on the schedules hereto and to any subsequent
holder of Stockholder Shares subject to this Agreement at such address as
indicated by the Company's records, or at such address or to the attention of
such other person as the recipient party has specified by prior written notice
to the sending party. Notices will be deemed to have been given hereunder when
delivered personally, three days after deposit in the U.S. mail and one day
after deposit with a reputable overnight courier service. All notices to the
Company shall be sent as follows:
DigitalNet Holdings, Inc.
6700A Rockledge Drive, Suite 525
Bethesda, MD 20817
Attention: Ken S. Bajaj
with copies to:
GTCR Fund VII, L.P.
GTCR Co-Invest, L.P.
c/o GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Philip A. Canfield and Craig A. Bondy
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Stephen L. Ritchie, P.C.
Fried Frank Harris Shriver & Jacobson
1001 Pennsylvania Ave.
Washington, DC 20004
Attention: Richard A. Steinwurtzel
18. GOVERNING LAW. The corporate law of Delaware shall govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity and interpretation of this
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Delaware, without giving effect to any choice of law or
other conflict of law provision or rule (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.
19. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
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* * * * *
16
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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders
Agreement on the day and year first above written.
DIGITALNET HOLDINGS, INC.
By: /s/ Jack Pearlstein
---------------------------------------------
Name: Jack Pearlstein
---------------------------------------------
Its: Chief Financial Officer
---------------------------------------------
DIGITALNET, INC.
By: s/ Jack Pearlstein
---------------------------------------------
Name: Jack Pearlstein
---------------------------------------------
Its: Chief Financial Officer
---------------------------------------------
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
---------------------------------------------
Name: Philip Canfield
---------------------------------------------
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
---------------------------------------------
Name: Philip Canfield
---------------------------------------------
Its: Principal
/s/ Ken S. Bajaj
---------------------------------------------
KEN S. BAJAJ
<Page>
THE J. SUNNY BAJAJ TRUST
By: /s/ Jaideep Bajaj
---------------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
---------------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
---------------------------------------------
Daniel A. Masur, Trustee
THE RUEBEN BAJAJ TRUST
By: /s/ Jaideep Bajaj
---------------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
---------------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
---------------------------------------------
Daniel A. Masur, Trustee
THE BAJAJ FAMILY LIMITED PARTNERSHIP
By: The J. SUNNY BAJAJ TRUST, its Limited Partner
By: /s/ Jaideep Bajaj
---------------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
---------------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
---------------------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited Partner
By: /s/ Jaideep Bajaj
---------------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
---------------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
---------------------------------------------
<Page>
Daniel A. Masur, Trustee
By: /s/ Ken S. Bajaj
---------------------------------------------
Ken S. Bajaj, its Limited Partner
By: KAVELLE BAJAJ REVOCABLE INTER VIVOS
TRUST, its Limited Partner
By: /s/ Kavelle Bajaj
---------------------------------------------
By: BAJAJ ASSOCIATES LLC, its General Partner
By: /s/ Ken S. Bajaj
---------------------------------------------
Ken S. Bajaj, Managing Member
By: THE J. SUNNY BAJAJ TRUST, its Limited Partner
By: /s/ Jaideep Bajaj
---------------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
---------------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
---------------------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited Partner
By: /s/ Jaideep Bajaj
---------------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
---------------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
---------------------------------------------
Daniel A. Masur, Trustee
JACK PEARLSTEIN
By: /s/ Jack Pearlstein
---------------------------------------------
THE PEARLSTEIN FAMILY, LLC
<Page>
By: /s/ Jack Pearlstein
---------------------------------------------
Jack Pearlstein, its Managing Member
THE IAN Z. PEARLSTEIN 2001 TRUST
By: /s/ Bruce S. Levin
---------------------------------------------
THE IVANNA V. PEARLSTEIN 2001 TRUST
By: /s/ Bruce S. Levin
---------------------------------------------
STEVE SOLOMON
By: /s/ Steve Solomon
---------------------------------------------
STEVE HANAU
By: /s/ Steve Hanau
---------------------------------------------
BARBARA BARNES
By: /s/ Barbara Barnes
---------------------------------------------
GETRONICSWANG CO. LLC
By: /s/ William J. Clark
---------------------------------------------
Its: Chief Financial Officer
---------------------------------------------
BANC OF AMERICA MEZZANINE CAPITAL LLC
By: /s/ John W. Felix
---------------------------------------------
Its: Principal
---------------------------------------------