SUPPORT AGREEMENT

 

THIS SUPPORT AGREEMENT, dated October 27, 2010, is by and between Weiss Asset Management LP, a Delaware limited partnership acting solely in its capacity as investment manager to certain funds managed by it (the “Stockholder”), and GlobalOptions Group, Inc., a Delaware corporation (the “Company”).

 

W I T N E S S E T H:

 

WHEREAS, certain funds managed by the Stockholder own of record and/or beneficially as of the date hereof, as set forth on Exhibit A hereto, 1,393,177 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and as a result of which the Stockholder may be deemed to beneficially own such shares, which together with any additional shares of Common Stock that the Stockholder or funds managed by the Stockholder may be deemed to beneficially own on or after the date hereof, are referred to herein as “Owned Shares”;

 

WHEREAS, the Company, GlobalOptions, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“GlobalOptions”), and The Bode Technology Group, Inc., a Delaware corporation and wholly-owned subsidiary of GlobalOptions (“Bode” and together with the Company and GlobalOptions, the “Sellers”), have entered into that certain Stock Purchase Agreement, dated as of August 11, 2010 (the “Purchase Agreement”), with LSR Acquisition Corp., a Delaware corporation (“LSR”), pursuant to which the Sellers agreed to sell to LSR all of the equity securities of Bode (the “Bode Transaction”);

 

WHEREAS, the Company intends to hold a special meeting of its stockholders in order to obtain stockholder approval for the Bode Transaction (including any adjournments or postponements thereof, the “Special Meeting”);

 

WHEREAS, the Stockholder has obtained irrevocable proxies to vote at the Special Meeting an aggregate of 936,897 shares of Common Stock beneficially owned by the shareholders set forth on Exhibit A hereto as of September 15, 2010, the record date for the Special Meeting, which shares shall be deemed to be beneficially owned by the Stockholder as of the date hereof and shall be Owned Shares for the purposes of this Agreement;

 

WHEREAS, following the Special Meeting, the Company intends to hold its 2010 annual meeting of stockholders (including any adjournments or postponements thereof, the “Annual Meeting”); and

 

WHEREAS, the Stockholder and the Company have determined that the best interests of all the stockholders of the Company would be served by the consummation of the Bode Transaction and the other arrangements set forth herein.

 

NOW, THEREFORE, in consideration of the promises, mutual representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

 

 

Section 1.                      Representations and Warranties of the Company.

 

1.1                 The Company hereby represents, warrants and agrees that (a) it has full legal right, power and authority to execute, deliver and perform this Agreement, and consummate the transactions contemplated hereby, (b) the execution and delivery of this Agreement, and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate actions, and (c) this Agreement constitutes valid, legal and binding obligations of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other laws now or hereafter in effect.  The performance of the ter ms of this Agreement shall not conflict with, constitute a violation of, or require any notice or consent under, the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Company’s By-Laws, as amended (the “By-Laws”), or any agreement or instrument to which the Company is a party or by which the Company is bound, and shall not require any consent, approval or notice under any provision of any judgment, order, decree, statute, rule or regulation applicable to the Company.

 

Section 2.                      Representations and Warranties of the Stockholder.

 

2.1                 The Stockholder hereby represents, warrants and agrees that (a) it has full legal right, power and authority to execute, deliver and perform this Agreement, and consummate the transactions contemplated hereby, (b) the execution and delivery of this Agreement, and the consummation by the Stockholder of the transactions contemplated hereby have been duly authorized by all necessary actions, and (c) this Agreement constitutes valid, legal and binding obligations of the Stockholder, enforceable against the Stockholder in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other laws now or hereafter in effect.  The perform ance of the terms of this Agreement shall not conflict with, constitute a violation of, or require any notice or consent under, the organizational documents of the Stockholder or any agreement or instrument to which the Stockholder is a party or by which the Stockholder is bound, and shall not require any consent, approval or notice under any provision of any judgment, order, decree, statute, rule or regulation applicable to the Stockholder.  All Owned Shares (a) are, and shall be as of the date of the Special Meeting, the Annual Meeting and any other applicable Voting Event (as defined below), held free and clear of all liens and encumbrances (other than ordinary course general liens in favor of a broker-dealer), and (b) shall not be subject to any proxies (other than pursuant to this Agreement) as of the date of the Special Meeting, the Annual Meeting and any other applicable Voting Event.  As of the date hereof, the Stockholder has obtained irrevocable proxies to vote the Owned Shares as set forth on Exhibit A.  The Stockholder will use its best efforts to obtain similar irrevocable proxies to vote the shares of Common Stock held by Vicis Capital Master Fund and Cipher 06 LLC as set forth on Exhibit A.  Except for this Agreement, as of the date hereof, the Owned Shares are not, with respect to the voting or transfer thereof, subject to any other agreement or third party rights, including any voting agreement, stockholders agreement, irrevocable proxy or voting trust.

 

 

Section 3.                      Actions by the Stockholder and the Company.

 

3.1                 Voting.  From and after the date hereof, at any meeting of the stockholders of the Company (including, but not limited to, the Special Meeting and the Annual Meeting), however called, or any adjournment or postponement thereof, and in response to any request for any written consent of the stockholders of the Company, the Stockholder shall be present (in person or by proxy) and vote (or cause to be voted) all of the Owned Shares as follows: (a) in favor of approval of the Bode Transaction and any other matter that is required by applicable law or by any governmental authority to be approved by the stockholders of the Company to consummate the Bode Transaction; (b) in favor of the proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in favor of the proposal to approve the Bode Transaction (if the Company, in its reasonable discretion, determines such votes are necessary in order to ensure passage of the proposal); (c) against any action that could reasonably be expected to (i) impede, interfere with, delay, postpone or attempt to discourage or have the effect of discouraging the consummation of the Bode Transaction, (ii) constitute or result in a breach of any of the representations, warranties covenants, or other obligations or agreements of the Sellers under the Purchase Agreement that would reasonably be expected to have a material adverse effect on the Sellers or (iii) impair or adversely affect the respective abilities of the Sellers to consummate the Bode Transaction; and (d) in favor of the election of all director nominees recommended by the Company’s Board of Directors (the “Board”) at the Annual Meeting.  Any Owned Shares with respect to which the Stockholder does not have voting power as of the date hereof shall not be considered “Owned Shares” for the purposes of this Section 3.1.

 

3.2                 Irrevocable Proxy.  Solely with respect to the matters described in Section 3.1 hereof, if the Stockholder has not taken a Qualifying Action (as defined below) on or prior to the fifth (5th) business day prior to the Special Meeting, the Annual Meeting or any other meeting, date or event upon which stockholders of the Company will be asked to vote with respect to the matters described in Section 3.1 (any such meeting, date or event, the “Voting Event”), the Stockholder hereby irrevocably appoints each of Harvey W. Schiller, Ph.D. and Jeffrey O. Nyweide as its proxy with full po wer of substitution (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of all applicable provisions of the Delaware General Corporation Law) to vote in his discretion all Owned Shares on the matters described in Section 3.1 effective from and after such third (3rd) business day prior to the Special Meeting, the Annual Meeting or any other Voting Event and until the date that is six (6) months after the date of the applicable Special Meeting, Annual Meeting or other Voting Event.  The Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein.  “Qualifying Action” means either (a) the delivery by the Stockholder to the Company of a copy of the Stockholder’s duly executed and valid proxy (and any amendment of such proxy) with respect to the Spe cial Meeting, the Annual Meeting or other Voting Event, provided the votes reflected in such proxy or amendment thereof are consistent with the Stockholder’s voting obligations under this Agreement with respect to the matter(s) in question or (b) the delivery by the Stockholder to the Company of a written certificate signed by the Stockholder certifying that it shall attend the Special Meeting, the Annual Meeting or other Voting Event in person (if a meeting of stockholders) and vote the Owned Shares in accordance with Section 3.1 hereof; provided that in the event that a Qualifying Action is subsequently rescinded, revoked or modified in any manner inconsistent with the requirements of Section 3.1, or if the Stockholder does not attend and vote as required hereunder at the Special Meeting, the Annual Meeting or other Voting Event, the Stockholder shall be deemed to have affirmed as of the time of the Special Meeting, the Annual Meeting or other Voting Event the proxy with respect to the Owned Shares g ranted under this Section 3.2 (notwithstanding any other action taken since the date hereof) and each of Harvey W. Schiller, Ph.D. and Jeffrey O. Nyweide shall be entitled to the proxy and vote the Owned Shares in his discretion at or in connection with the applicable Special Meeting, Annual Meeting or other Voting Event.  Any Owned Shares with respect to which the Stockholder does not have voting power as of the date hereof shall not be considered “Owned Shares” for the purposes of this Section 3.2.

 

 

3.3                 Standstill.  Provided that the Company: (i) does not merge, purchase or otherwise acquire another business line, (ii) consummates the Bode Transaction on or prior to December 1, 2010, or if the Bode Transaction is not consummated on or prior to such date stemming from LSR’s breach of the Purchase Agreement, otherwise sells all of the equity securities or all or substantially all of the assets of Bode to an unaffiliated third-party on or prior to August 1, 2011; (iii) distributes to the Company’s stockholders pro rata not less than $23 million not later than February 1, 2011, or makes an offer t o purchase not less than $23 million of Common Stock at a price not less than $2.40 per share and pays such purchase price not later than February 1, 2011; (iv) in the event that the Company satisfies clause (ii) above by making a tender offer for the Common Stock and such tender offer is not fully subscribed, the Company distributes to the Company’s stockholders the difference between $23 million and the aggregate purchase price paid by the Company in such tender offer not later than December 31, 2011; and (v) distributes not less than 85% of all other Available Cash not later than December 31, 2011 (for purposes of this Section 3.3, “Available Cash” shall mean all cash and cash equivalents held by the Company immediately prior to the date of such distribution and not reserved for anticipated or required expenditures), the Stockholder agrees that during the period commencing on the date hereof and ending on the earlier of (x) the date that the Company fails to meet the requirements of any of clauses (i) through (v) above and (y) the 18 month anniversary of the date hereof, the Stockholder will not, and it will cause each of its affiliates and representatives not to, directly or indirectly, alone or in concert with others, take any of the actions set forth below, unless explicitly permitted pursuant to the terms of this Agreement or mutually agreed upon in writing by each of the Stockholder and the Company:

 

(a)           effect, seek, offer, propose (whether publicly or otherwise) or cause or participate in, or assist, encourage or seek to persuade, any other person or entity to effect, seek, offer or propose (whether publicly or otherwise) or participate in:

 

(i)           any tender offer or exchange offer involving Common Stock, not including any tender offer made by the Company;

 

(ii)           any merger, consolidation, share exchange, business combination, sale of assets, recapitalization, restructuring, dividend, distribution, self tender, stock repurchase, liquidation, dissolution or other extraordinary transaction with or involving the Company or any of its subsidiaries or any portion of the business or the assets of the Company or any of its subsidiaries; or

 

 

(iii)           any “solicitation” (as such term is used in the proxy rules of the Securities and Exchange Commission (the “SEC”)) of proxies or written consents with respect to the Company or any action resulting in such person or entity becoming a “participant” (as such term is used in the proxy rules of the SEC) in any solicitation of proxies or written consents with respect to the Company;

 

(b)           submit any nomination of an individual for election to the Board or any other proposal for consideration at any annual or special meeting of the stockholders of the Company, including proposals pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(c)           seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company in connection with the election of directors or any other proposal contrary to the recommendation of the Board;

 

(d)           form, join or in any way participate in any “group” pursuant to Rule 13d-5 promulgated under the Exchange Act with respect to any securities of the Company;

 

(e)           seek to call any meeting of the holders of the Common Stock, amend any provision of the Certificate of Incorporation or the By-Laws, reconstitute the composition of the Board or control or influence the management or policies of the Company;

 

(f)           take any action that could reasonably be expected to force the Company to make any public disclosure with respect to any of the types of matters described in clauses (a) through (e), or announce any intention to take any action of the type described in clauses (a) through (e); or

 

(g)           enter into any negotiations, arrangements or understandings with any person or entity other than the Company with respect to any of the foregoing, or advise, assist, or seek to persuade others to take any action with respect to any of the foregoing.

 

3.4                 Board Resolution Regarding Rights Agreement.  The Company shall request that the Board adopt resolutions providing that (i) the Stockholder, together with its affiliates and funds managed by it, will not be deemed to be an “Acquiring Person” for the purposes of that certain Rights Agreement, dated as of September 7, 2010, by and between the Company and Continental Stock Transfer & Trust Company (the “Rights Agreement”) unless and until the Stockholder becomes the “Beneficial Owner” (as defined under the Rights Agreement) of in excess of 44% of the outstanding Common Stock, and (ii) approves, solely for the purposes of Section 2 03 of the Delaware General Corporation Law, the acquisition of the Owned Shares by the Stockholder and/or certain funds managed by the Stockholder.  Such resolutions shall be substantially the same as the resolutions set forth on Exhibit B hereto.  Once the Board has adopted such resolutions, the Company shall deliver to the Stockholder a copy of such resolutions certified by the Company’s Secretary as duly adopted and approved by the Board.  Notwithstanding anything in this Agreement to the contrary, all of the Stockholder’s obligations under this Agreement shall be conditioned upon the Board’s adoption of such resolutions.  If the Board fails to adopt such resolutions on or before October 27, 2010, this Agreement and all of Stockholder’s obligations hereunder shall become null and void.

 

 

3.5           Appointment of Director.  Within ten (10) business days after the date thereof, if requested by the Stockholder, the Board shall appoint one (1) designee of the Stockholder (the “Stockholder Designee”) to serve on the Board.  Until such date as the Stockholder beneficially owns less than 15% of the shares of Common Stock outstanding, the Board shall nominate and recommend the election of the Stockholder Designee to the Board, and solicit proxies for the election of the Stockholder Designee to the Board, at the Annual Meeting and at any other meeting of the Company’s stockholders at which the Company’s stockholders are asked to vote for the election of directors.

 

Section 4.                      Certain Covenants of the Stockholder.

 

4.1                 Restriction on Transfer, Proxies and Non-Interference.  The Stockholder hereby agrees from and after the date hereof until the applicable date set forth below not to (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding other than this Agreement with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any Owned Shares, (b) grant any proxies or powers of attorney with respect to any Owned Shares (other than as set forth in this Agreement), deposit any Owned Shares into a voting trust or enter into a voting agreement with respect to any Owned Shares (or attempt or purport to revoke or supersede the proxy granted to the Company hereunder), (c) take any action that reasonably could cause any representation or warranty of the Stockholder contained herein to become materially untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing its covenants or other obligations under this Agreement or (d) commit or agree to take any of the foregoing actions.  Any transfer of any Owned Shares in violation of this provision shall be null and void.  If any involuntary transfer of any Owned Shares shall occur (including a sale by the Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Owned Shares subject to all of the restrictions, liabilities and right s under this Agreement.  The restrictions under this Section 4.1 shall continue in full force and effect until the later to occur of the following: (a) the earlier of the closing of the Bode Transaction and the termination of the Purchase Agreement in accordance with its terms; (b) the conclusion of the Annual Meeting; provided that in no event shall the restrictions in this Section 4.1 continue beyond June 30, 2011.

 

4.2                 Schedule 13D.  Within ten (10) days of the date of this Agreement, the Stockholder shall file, or cause to be filed on its behalf, with the SEC a Schedule 13D with respect to the Company disclosing the material contents of this Agreement.

 

Section 5.                      Miscellaneous.

 

5.1                 Public Announcements.  The Company agrees to issue a press release announcing the Company’s entry into this Agreement and/or file a Form 8-K with the Securities and Exchange Commission (the “Public Statement”), which Public Statement must be reasonably satisfactory to the Stockholder.  None of the parties hereto shall (i) make any public statements regarding the Annual Meeting, the Special Meeting or the terms and provisions of this Agreement (including in any filing with the SEC or any other regulatory or governmental agency, including any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Public S tatement or (ii) make any public statement (including any statement in any filing with the SEC or any other governmental agency) that is critical of or disparages this Agreement, any of the parties hereto, or any actions taken prior to the date hereof by any of the parties hereto in connection with the Annual Meeting or the Special Meeting; provided, however, that the parties hereto may make such statements either required by applicable law, rule or regulation (including any statement required by any filing with the SEC or any other governmental agency) or required in order to comply with the party’s fiduciary duties to the Company or its stockholders, or the party’s investors or clients (as applicable), in each case as reasonably determined by the party seeking to make the statement at issue, based on the advice of counsel and upon reasonable prior written notice to t he other parties hereto of the nature of the statement and the reasons it is required to be made, to the extent practicable under the circumstances.

 

 

5.2                 Additional Shares.  The Stockholder shall promptly notify the Company of the number of shares of Common Stock, if any, as to which the Stockholder acquires record or beneficial ownership after the date hereof until the later to occur of the following: (a) the earlier of the closing of the Bode Transaction and the termination of the Purchase Agreement in accordance with its terms; and (b) the conclusion of the Annual Meeting; provided that in no event will the Stockholder have an obligation to provide notice to the Company under this Section 5.2 after June 30, 2011.  Any shares of Common Stock as to which the Stockholder acquires record or benefici al ownership after the date hereof shall be Owned Shares for purposes of this Agreement.  Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of the Company affecting the Common Stock, the number of shares of Common Stock constituting Owned Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Common Stock or other voting securities of the Company issued to the Stockholder in connection therewith.

 

5.3                 Definition of “Beneficial Ownership.”  For purposes of this Agreement, “beneficial ownership” with respect to (or to “beneficially own”) any securities shall mean having “beneficial ownership” of such securities as determined pursuant to Rule 13d-3 under the Exchange Act, including pursuant to any agreement, arrangement or understanding, whether or not in writing.

 

5.4                 Expenses.  All costs and expenses incurred in connection with this Agreement and the obligations of the parties hereunder shall be paid by the party incurring such costs and expenses.

 

5.5                 Specific Performance.  The Stockholder, on the one hand, and the Company, on the other hand, acknowledge and agree that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable in damages.  It is accordingly agreed that the Stockholder, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity, nor shall such other party seek the posting of a bond as a condition for obtaining any such relief.  An application for specific performance pursuant to this Section 5.5 shall not preclude the Moving Party from seeking other relief available at law or in equity.

 

 

5.6                 No Waiver.  Any waiver by either the Stockholder or the Company of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.  The failure of either party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.  Any waiver of any provision of this Agreement must be signed by the party against whom enforcement of such waiver is sought.

 

5.7                 Successors and Assigns.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties.  Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Any purported assignment not permitted under this Section 5.7 shall be null and void.

 

5.8                 Survival of Representations.  All representations and warranties made by the parties in this Agreement or pursuant hereto shall survive the execution of this Agreement.

 

5.9                 Entire Agreement; Amendments.  This Agreement, including the exhibits hereto, contains the entire understanding of the parties hereto with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings other than those expressly set forth herein.  This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto.

 

5.10                 Severability.  The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.  To the extent permitted by applicable law, each party waives any provision of applicable law that renders any provision hereof prohibited or unenforceable in any respect.  If any provision of this Agreement is held to be unenforceable for any reason, it will be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the exte nt possible.

 

5.11                 Notices.  Any notice or other communication required or permitted to be given under this Agreement will be sufficient if it is in writing, sent to the applicable address set forth below (or as otherwise specified by a party by notice to the other parties in accordance with this Section 5.11) and delivered personally or sent by recognized overnight courier, postage prepaid, and will be deemed given (a) when so delivered personally, (b) if sent by recognized overnight courier, one day after the date of sending, or (c) if delivered by electronic mail transmission.

 

 

or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

 

5.12                 Governing Law; Jurisdiction.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof.  The parties hereto agree to submit to the non-exclusive jurisdiction of any court of competent jurisdiction located in the State of Delaware to resolve any dispute relating to this Agreement and waive any right to move to dismiss or transfer any such action brought in any such court on the basis of any objection to personal jurisdiction or venue.

 

5.13                 Headings.  The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

5.14                 Counterparts.  This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement.

 

5.15                 No Admission.  Nothing contained herein shall constitute an admission by any party hereto of liability or wrongdoing.

 

5.16                 Further Action.  Each party agrees to, without further consideration, execute and deliver such additional documents, and take all such further action as may be reasonably required to effectuate or further evidence the terms and provisions of this Agreement.

 

 

[Signature Page to Follow]

 

 

[Signature Page to Support Agreement]

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement or caused this Agreement to be duly executed by their authorized representative, as of the day and year first above written.

 

 

GLOBALOPTIONS GROUP, INC.
By:	/s/ Jeffrey O. Nyweide
Name:	Jeffrey O. Nyweide
Title:	Chief Financial Officer and Executive Vice President
STOCKHOLDER:
WEISS ASSET MANAGEMENT LP, acting in its capacity as investment manager to certain funds managed by it and not in its individual capacity
By:	/s/ Paul Sherman
Name:	Paul Sherman
Title:	Executive Vice President

 

 

 

 

Beneficial Owner		Shares		Broker
Brookdale International Partners, LP		975,225		Bank of New York Mellon Custody Account
Brookdale Global Opportunity Fund		417,952		Bank of New York Mellon Custody Account

 

 

Shareholder	Number of Shares
Barry W. Scanlon	13,961
Mark C. Merritt	58,234
John Pate Felts	62,384
James Lee Witt Revocable Trust U/A/D	802,318

 

 

 

Shareholder	Number of Shares
Vicis Capital Master Fund	3,299,749
Cipher 06 LLC	937,812

 

 

 

 

RESOLVED, that the Board of Directors hereby determines that each of Weiss Asset Management LP, acting in its capacity as an investment manager to certain funds managed by it, and each of such funds managed by Weiss Asset Management LP (each of Weiss and such funds a “Stockholder”, and collectively, the “Stockholders”) shall not be deemed to be an “Acquiring Person” for the purposes of that certain Rights Agreement, dated as of September 7, 2010, by and between the Company and Continental Stock Transfer & Trust Company (the “Rights Agreement”) unless and until the Stockholders become the “Beneficial Owner” (as defined under the Rights Agreement) of in excess of 44% of the Common Shares (as defined under the Rights Agreement) then outstanding; and be it further

 

RESOLVED, that the Board of Directors hereby acknowledges that the approval of the right to acquire up to 44% of the Company’s common stock by the Stockholders thereby renders inapplicable such acquisitions of up to 44% of the Company’s Common Stock from the restrictions on the Company from engaging in any business combination as set forth in Section 203 of the General Corporation Law of the State of Delaware; and be it further