[EXECUTION COPY]
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STOCKHOLDERS AGREEMENT
Dated as of July 27, 2000
among
STYLECLICK, INC.
USANI SUB LLC,
USA NETWORKS, INC.,
STYLECLICK.COM INC.
and
THE STOCKHOLDERS NAMED HEREIN
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STOCKHOLDERS AGREEMENT ("AGREEMENT"), dated as of July 27, 2000, by and
among Styleclick, Inc., a Delaware corporation (the "COMPANY"), USANi Sub LLC, a
Delaware limited liability company ("PARENT"), USA Networks, Inc., a Delaware
corporation ("USAI"), Styleclick.com Inc., a California corporation
("STYLECLICK"), and Joyce Freedman, Lee Freedman and Maurizio Vecchione (each,
an "INDIVIDUAL STOCKHOLDER" and, collectively with Parent and USAi, the
"PRINCIPAL STOCKHOLDERS").
WHEREAS, the Company, Parent and Internet Shopping Network LLC, a
Delaware limited company ("ISN"), have entered into an Amended and Restated
Agreement and Plan of Merger, dated as of March 23, 2000 (the "MERGER
AGREEMENT"), which provides for, among other things, the mergers (the "MERGERS")
of Styleclick and ISN with separate wholly owned subsidiaries of the Company;
WHEREAS, after giving effect to the Closing (as defined in the Merger
Agreement), (i) Parent and USAi will own shares of Class B Common Stock, par
value $.01 per share, of the Company (the "CLASS B COMMON STOCK"), (ii) USAi
will own warrants exercisable for shares of Class B Common Stock and (iii) each
Individual Stockholder will own shares of Class A Common Stock, par value $.01
per share, of the Company (the "CLASS A COMMON STOCK" and, collectively with the
Class B Common Stock, the "COMMON STOCK") and options exercisable for Class A
Common Stock; and
WHEREAS, the parties desire to establish certain terms and conditions
concerning the corporate governance of the Company after the Closing and the
disposition of Equity Securities (as defined below) held by each party.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
DEFINITIONS
For the purposes of this Agreement, the following terms shall have the
following meanings:
"AFFILIATE" means, with respect to any Person, any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, such first Person. The term "control" means possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.
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"BENEFICIAL OWNERSHIP" shall have the meaning ascribed to such term in
Rule 13d-3, as in effect on the date hereof, promulgated under the Exchange Act;
"BENEFICIALLY OWNED," "OWNED BENEFICIALLY" and like terms shall have correlative
meanings.
"BOARD OF DIRECTORS" means the Board of Directors of the Company as
constituted from time to time.
"BUSINESS DAY" means any day other than a day on which (i) banks in the
State of New York are authorized or obligated to be closed or (ii) the New York
Stock Exchange is closed.
"CLOSING PRICE" means for any trading day, the last sale price of
shares of Class A Common Stock as reported by the NASDAQ or by the principal
national securities exchange on which the Class A Common Stock is then traded,
or if no such sale takes place on such day, the average of the highest reported
bid and lowest reported asked prices for such day.
"BY-LAWS" means the By-Laws of the Company as in effect after giving
effect to the Closing, as such By-Laws may be amended from time to time.
"EXCHANGE ACT" means the Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
"EXTRAORDINARY TRANSACTION" means (i) any sale or other disposition of
all or substantially all of the assets of the Company to Parent or any Affiliate
of Parent other than to one or more wholly-owned subsidiaries of the Company,
(ii) any merger or similar business combination with or into Parent or any
Affiliate of Parent other than a merger in which the outstanding Class A Common
Stock of the Company is not affected thereby and (iii) any corporate
reorganization or similar transaction which would have the effect of causing the
Class A Common Stock of the Company either to be held of record by less than 300
Persons, or to be neither listed on any national securities exchange nor
authorized to be quoted on an inter-dealer quotation system.
"EQUITY SECURITIES" means the Common Stock and any options or warrants
to acquire Common Stock.
"FREEDMANS" means Joyce Freedman and/or Lee Freedman.
"FULLY-DILUTED BASIS" means, with respect to any Individual
Stockholder, the aggregate number of shares of Common Stock that would be
beneficially owned by such Individual Stockholder assuming all Equity Securities
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beneficially owned by such Individual Stockholder were converted, exercised or
exchanged into or for Common Stock in accordance with the terms of such Equity
Security, without regard to restrictions as to the date or time at which such
Equity Security may be converted, exercised or exchanged.
"MAJORITY VOTE OF THE INDIVIDUAL STOCKHOLDERS" means, as of any date,
the approval of the Individual Stockholders owning Equity Securities
representing at least a majority of the combined voting power of all outstanding
Equity Securities of the Company ordinarily entitled to vote in the election of
directors that are held by all of the Individual Stockholders determined on a
Fully-Diluted Basis.
"NON-EMPLOYEE DIRECTOR" means a "Non-Employee Director" within the
meaning of Rule 16b-3 promulgated under the Exchange Act.
"PERMITTED TRANSFER" means any Transfer pursuant to Section 3.2 or
Section 3.3.
"PERMITTED TRANSFEREE" means any transferee in a Permitted Transfer.
"PERSON" means any individual, corporation, partnership, firm, group
(as such term is used in Section 13(d)(3) of the Exchange Act), joint venture,
asso ciation, trust, limited liability company, unincorporated organization,
estate, trust or other entity.
"REGISTRATION EXPENSES" means all expenses (other than underwriting
discounts and commissions) arising from or incident to the performance of, or
compliance with, Section 3.3(c) of this Agreement, including (a) SEC, stock
exchange and NASD registration and filing fees, (b) all fees and expenses
incurred in complying with securities or blue sky laws (including reasonable
fees, charges and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), (c) all printing, messenger and
delivery expenses, (d) the fees, charges and disbursements of counsel to the
Company and of its independent public accountants and any other accounting and
legal fees, charges and expenses incurred by the Company.
"REGISTRABLE SECURITIES" means each of the following: (a) any shares of
Class A Common Stock held of record by the Freedmans and (b) any shares of Class
A Common Stock issued or issuable in respect of shares of Class A Common Stock
issued, issuable or held pursuant to clause (a) above by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or otherwise.
"SEC" means the Securities and Exchange Commission.
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"SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"SIGNIFICANT STOCKHOLDER" means any stockholder of the Company that,
together with its Affiliates, beneficially owns Equity Securities representing
more than 50% of the combined voting power of all outstanding Equity Securities
of the Company ordinarily entitled to vote in the election of directors.
"SUBSIDIARY" of any Person means any corporation, partnership, joint
venture or other legal entity of which such Person (either directly or through
or together with any other Subsidiary of such Person), owns, directly or
indirectly, 50% or more of the stock or other equity interests the holders of
which are generally entitled to vote for the election of the board of directors
or similar governing body of such corporation, partnership, joint venture or
other legal entity.
"TRANSFER" means any transfer, sale, assignment, pledge, lease,
hypothecation, mortgage, gift or creation of security interest, lien or trust
(voting or otherwise) or other encumbrance or other disposition of any
interests; PROVIDED that a conversion or exercise of Equity Securities into or
in exchange for Common Stock shall not be deemed to be a Transfer; "TRANSFEROR"
and "TRANSFEREE" have correlative meanings.
"VECCHIONE" means Maurizio Vecchione.
"VECCHIONE EMPLOYMENT AGREEMENT" means the Employment Agreement, dated
as of July 27, 2000, between Vecchione and the Company.
ARTICLE I
BOARD OF DIRECTORS
Section 1.1 REPRESENTATION. From and after the Closing, each Principal
Stockholder shall vote or act by written consent with respect to all Equity
Securities that it is entitled to vote and shall use its best efforts to, and
the Company shall take all reasonable actions within its control to, cause (i)
the authorized number of directors of the Board of Directors (the "AUTHORIZED
NUMBER") to be established at eleven (11) or such other number of directors as
may be agreed to by Parent and a Majority Vote of the Individual Stockholders
and (ii) the election to the Board of Directors of (A) six (6) directors, each
designated by Parent (collectively, the "PARENT DIRECTORS" and each an "PARENT
DIRECTOR") (B) two (2) directors, each designated by a Majority Vote of the
Individual Stockholders (collectively, the "STOCKHOLDER DIRECTORS" and each a
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"STOCKHOLDER DIRECTOR") and (C) three (3) directors, who shall be Non-Employee
Directors appointed by the Board of Directors (collectively, the "OUTSIDE
DIRECTORS" and each an "OUTSIDE DIRECTOR").
Section 1.2 INITIAL COMPOSITION; REMOVAL AND APPOINTMENT OF DIRECTORS.
Effective at the Closing, the persons designated as such by Parent shall become
the initial Parent Directors; the persons designated as such by the Individual
Stockholders shall be the initial Stockholder Directors and the persons
designated as such by Parent shall become the initial Outside Directors. Parent
shall be entitled at any time and for any reason (or for no reason) to designate
one or more Parent Directors for removal, and a Majority Vote of the Individual
Stockholders shall be entitled at any time and for any reason (or for no reason)
to designate one or more Stockholder Directors for removal. Outside Directors
may only be removed in accordance with the By-laws. If, at any time, a vacancy
is created on the Board of Directors by reason of the death, removal or
resignation of any Parent Director, Stockholder Director or Outside Director,
each party shall, as promptly as practicable, take such action as is reasonably
necessary, including the voting of its Equity Securities, to elect a director or
directors designated in accordance with Section 1.1 hereof to fill such vacancy
or vacancies. Each party agrees that it will vote or execute a written consent
with respect to all Equity Securities as to which it is entitled to vote to
effectuate the intent of this Section 1.2.
ARTICLE II
EXTRAORDINARY TRANSACTIONS
From and after the Closing, the Company shall not effect any
Extraordinary Transaction unless, prior to the consummation of such
Extraordinary Transaction, a special committee (the "SPECIAL COMMITTEE") of the
Board of Directors comprised solely of directors other than the Parent Directors
shall have (a) approved the terms and conditions of the Extraordinary
Transaction and shall have recommended that the stockholders of the Company vote
in favor thereof and (b) received from a nationally recognized investment
banking firm a written opinion addressed to the Special Committee, for inclusion
in the proxy statement to be delivered to the stockholders, substantially to the
effect that the Extraordinary Transaction is fair to the Company's stockholders
(other than any Significant Stockholder) from a financial point of view.
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ARTICLE III
RESTRICTIONS ON
TRANSFER OF EQUITY SECURITIES
Section 3.1 GENERAL RESTRICTIONS. Except as otherwise permitted in this
Article III, (i) Parent and USAi shall not directly or indirectly Transfer any
Equity Securities of the Company for a period of 18 months following the Closing
and (ii) none of the Individual Stockholders shall directly or indirectly
Transfer any Equity Securities of the Company for a period of six months
following the Closing. Any attempt to Transfer Equity Securities or any rights
thereunder in violation of this Section 3.1 shall be null and void AB INITIO and
the Company shall not register any such Transfer. Without limiting the
generality of the foregoing, the rights of the parties hereunder are personal to
them and, other than pursuant to a Permitted Transfer in compliance with the
provisions of this Agreement, no party shall enter (and such party shall prevent
its Affiliates from entering) into any agreement, arrangement or understanding,
written or oral, pursuant to which it shall transfer, or otherwise grant to or
provide any Person, directly or indirectly, any of its rights or interests under
this Agreement. Prior to any Permitted Transfer pursuant to Section 3.2(b),
Section 3.2(d) or Section 3.3(b), the Permitted Transferee thereof shall execute
and deliver to the Company an agreement by which it shall become a party to and
be bound by the applicable terms and provisions of this Agreement, in form and
substance reasonably satisfactory to the Company.
Section 3.2 PERMITTED TRANSFERS. Except as otherwise specified herein,
the provisions of Section 3.1 shall not apply to the following Transfers:
(a) any Transfer of Equity Securities of the Company by
Parent, USAi or any of their respective controlled Affiliates (each a "USAI
PARTY") other than pursuant to open-market brokered transactions pursuant to
Rule 144 of the Securities Act or registered public secondary offerings;
PROVIDED that any transferee that becomes a Significant Stockholder shall
execute and deliver to the Company an agreement by which it shall become bound
by the applicable terms and provisions of Article II;
(b) any Transfer by any USAi Party to or among another USAi
Party;
(c) any Transfer by a Principal Stockholder to another
Principal Stockholder;
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(d) any Transfer of Equity Securities by an Individual
Stockholder to a member of such Individual Stockholder's immediate family, which
shall include his or her spouse, siblings, children or grandchildren ("FAMILY
MEMBERS") or to a trust, corporation, partnership or limited liability company
all of Equity Securities of which are beneficially and exclusively owned by such
Individual Stockholder or one or more Family Members of such Individual
Stockholder; PROVIDED, THAT, if any Permitted Transferee of an Individual
Stockholder to whom Equity Securities have been transferred pursuant to this
clause (d) ceases to be a Permitted Transferee of such Individual Stockholder
pursuant to this clause (d), then prior to any event, circumstance or occurrence
causing such cessation such Equity Securities shall be transferred to such
Individual Stockholder (or a Person that would otherwise be a Permitted
Transferee of such Individual Stockholder pursuant to this Section 3.2(d)
following such event, circumstance or occurrence);
(e) any Transfer by an Individual Stockholder with respect to
which Parent has provided its express written consent, or any Transfer by a USAi
Party which has been expressly approved by a Majority Vote of the Individual
Stockholders.
(f) any Transfer by Vecchione following termination of his
employment (i) by the Company without Cause (as defined in the Vecchione
Employment Agreement) or (ii) by Vecchione with Good Reason (as defined in the
Vecchione Employment Agreement).
Section 3.3 FREEDMAN TRANSFERS AND OTHER MATTERS.
(a) PUBLIC SALES. Except as otherwise specified herein, the
provisions of Section 3.1 shall not apply to any Transfer by the Freedmans that:
(i) is made pursuant to Rule 145 of the Securities
Act;
(ii) has an aggregate sale price that, when combined
with all other Transfers by the Freedmans pursuant to this Article III, does not
exceed $5 million;
(iii) has a sale price per share that is not less
than 102% of the average Closing Price for the five trading days immediately
preceding the date of the Transfer;
(iv) when combined with all other Transfers by the
Freedmans pursuant to this Article III (other than pursuant to Section 3.3(b))
during the
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20 trading days immediately preceding the date of the Transfer, does not exceed
200,000 shares of Class A Common Stock; and
(v) when combined with all other Transfers by the
Freedmans pursuant to this Article III (other than pursuant to Section 3.3(b))
during the same trading day, does not exceed 25,000 shares of Class A Common
Stock; PROVIDED that this clause (v) shall only apply if the sale price per
share with respect to such Transfer is less than the Closing Price on the
previous trading day.
(b) PRIVATE SALES. Except as otherwise specified herein, the
provisions of Section 3.1 shall not apply to any privately-negotiated Transfer
by the Freedmans; PROVIDED that the Permitted Transferee thereof shall execute
and deliver to the Company an agreement by which it shall become a party to and
be bound by the applicable terms and provisions of this Article III, in form and
substance reasonably satisfactory to the Company.
(c) REGISTRATION RIGHTS. If, at any time prior to the six
month anniversary of the Closing, the Company proposes to file a registration
statement under the Act with respect to an offering by the Company of any class
of security (other than a registration statement on Form S-4 or otherwise in
connection with a business combination or Form S-8 (or any successor forms
thereto)) under the Securities Act, then the Company shall give written notice
of such proposed filing to the Freedmans at least ten (10) days before the
anticipated filing date, and such notice shall describe in detail the proposed
registration and distribution (including those jurisdictions where registration
under the securities or blue sky laws is intended) and offer the Freedmans the
opportunity to register the number of securities as they may request. If the
Freedmans request to participate in such offering, the Company shall use its
reasonable best efforts to cause the managing underwriter or underwriters of an
underwritten offering proposed by the Company (the "COMPANY UNDERWRITER") to
permit them to include the Registrable Securities held by them in such offering
on the same terms and conditions as the securities of the Company included
therein. Notwithstanding the foregoing, (i) if the Company Underwriter
determines that the total amount of securities which are proposed to be included
in such offering (the "TOTAL SECURITIES") is sufficiently large so as to have a
material adverse effect on the distribution of the Total Securities, then the
Company will include in such registration, to the extent of the number which the
Company is so advised can be sold in (or during the time of) such offering,
FIRST all securities of the Company to be sold for its own account and SECOND
such Registrable Securities requested by any stockholder of the Company who has
requested that such shares be included in such registration as part of a demand
or piggy-back registration pro rata (based on the number of securities owned by
such stockholders and, with respect to which, such stockholders have been
granted registration rights). The Company shall bear all Registration Expenses
in connection
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with any registration pursuant to this Section 3.3. Participation by the
Freedmans in any registration effected pursuant to Section 3.3(c) shall be
subject to the Freedmans agreeing to enter into customary underwriting
agreements and shall be subject to such other terms and conditions of the type
to which USAi and Parent are subject to pursuant to the Registration Rights
Agreement between the Company and such parties.
(d) CONFIDENTIALITY OBLIGATIONS. The Freedmans hereby agree
that any and all information regarding any Transfer by them, or any intent to
Transfer, shall be kept confidential and not publicly disclosed, except as may
be required under applicable law.
(e) EMPLOYMENT AGREEMENTS. On the sixth month anniversary of
the Closing, all employment agreements between Styleclick and/or any of its
Affiliates, on the one hand, and Joyce Freedman or Lee Freedman, on the other
hand, shall automatically terminate and be of no force and effect without any
obligation or liability on the part of Styleclick and/or its Affiliates
notwithstanding the terms of such agreements.
Section 3.4 PERMITTED VECCHIONE TRANSFERS. Except as otherwise
specified herein, the provisions of Section 3.1 shall not apply to any Transfer
by Vecchione that:
(i) is made pursuant to Rule 145 of the Securities
Act; and
(ii) when combined with all other Transfers by
Vecchione pursuant to this Article III, does not exceed 50,000 shares of Class A
Common Stock.
Section 3.5 HOLDBACK. If and to the extent requested by the managing
underwriter in an underwritten public offering of Equity Securities by the
Company, each Principal Stockholder agrees not to effect any public sale or
distribution of any Equity Securities of the Company during the 90-day period
(or such other period as may reasonably be requested by the Company's
underwriters) beginning on the effective date of the registration statement in
respect of such underwritten offering by the Company (except as part of such
registered offering).
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ARTICLE IV
MISCELLANEOUS
Section 4.1 NOTICES. All notices, requests and other communications to
any party hereunder (including notices to directors pursuant to Article I) shall
be in writing and shall be given (and shall be deemed to have been given upon
receipt) if delivered in person or sent by facsimile, telegram, telex, by
registered or certified mail (postage prepaid, return receipt requested) or by
reputable overnight courier to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given in
accordance with this Section 4.1):
if to the Company, to:
Styleclick, Inc.
5105 West Goldleaf Circle
Los Angeles, CA 90056
Attention: General Counsel
Facsimile: [__________]
if to Parent, to:
USANi Sub LLC
c/o USA Networks, Inc.
152 West 57th Street
New York, NY 10019
Attention: General Counsel
Facsimile: (212) 314-7329
if to USAi, to:
USA Networks, Inc.
152 West 57th Street
New York, NY 10019
Attention: General Counsel
Facsimile: (212) 314-7329
if to an Individual Stockholder, to such Individual
Stockholder's last known address, as reflected on the records
of the Company.
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Section 4.2 AMENDMENTS; NO WAIVERS.
(a) Any provision of this Agreement may be amended or waived
if, and only if, such amendment or waiver is in writing and signed, in the case
of an amendment, by Parent, USAi and a Majority Vote of the Individual
Stockholders, or in the case of a waiver, by (i) Parent if the waiver is to be
effective against Parent, (ii) USAi if the waiver is to be effective against
USAi or (iii) a Majority Vote of the Individual Stockholders if the waiver is to
be effective against the Individual Stockholders.
(b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
Section 4.3 SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective permitted successors and assigns. No party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement;
PROVIDED that each of Parent and USAi may assign, delegate or transfer any of
their respective rights or obligations under this Agreement in connection with a
transfer of Equity Securities permitted hereunder.
Section 4.4 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law.
Section 4.5 JURISDICTION. Each party to this Agreement hereby
irrevocably agrees that any legal action or proceeding arising out of or
relating to this Agreement or any agreements or transactions contemplated hereby
shall be brought in the courts of the State of New York and hereby expressly
submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such
courts are an inconvenient forum.
Section 4.6 COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signature thereto and hereto were upon the same instrument.
Section 4.7 SPECIFIC PERFORMANCE. The parties hereto (and any person
who agrees to be bound hereby pursuant to the terms hereof) acknowledge and
agree that their respective remedies at law for a breach or threatened breach of
any of the
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provisions of this Agreement would be inadequate and, in recognition of that
fact, agree that, in the event of a breach or threatened breach by any other
party (or any of such persons) of the provisions of this Agreement, in addition
to any remedies at law, they shall, respectively, without posting any bond, be
entitled to obtain equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction or any other
equitable remedy which may then be available.
Section 4.8 NO THIRD PARTY BENEFICIARIES. Nothing contained in this
Agreement, express or implied, is intended to or shall confer upon anyone other
than the parties hereto (and their permitted successors and assigns) any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 4.9 TERMINATION. This Agreement shall terminate on the earlier
of (a) the third anniversary of the date hereof, (b) the date on which the
Individual Stockholders (together with any transferees in accordance with
Sections 3.2(d) and (e)) collectively cease to beneficially own, on a
Fully-Diluted Basis, at least 66 2/3% of the Equity Securities of the Company
beneficially owned, on a Fully-Diluted Basis, by all Individual Stockholders at
the Effective Time of the Mergers or (c) the date on which Parent and USAi
(together with any transferees in accordance with Section 3.2(b)) collectively
cease to beneficially own, on a Fully Diluted Basis, at least 66 2/3% of the
Equity Securities owned, on a Fully Diluted Basis, by USAi and Parent at the
Effective Time of the Mergers.
Section 4.10 SEVERABILITY. If any provision of this Agreement or the
application of any provision hereof to any party hereto or set of circumstances
is held invalid, the remainder of this Agreement and the application of such
provision to the other parties hereto or sets of circumstances shall not be
affected, unless the provisions held invalid shall substantially impair the
benefits of the remaining portions of this Agreement.
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[Signature Page for Stockholders Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.
STYLECLICK, INC.
By: /s/ Deirdre Stanley
---------------------------------------
Name: Deirdre Stanley
Title: Vice President
USANI SUB LLC
By: /s/ Dara Khosrowshahi
---------------------------------------
Name: Dara Khosrowshahi
Title: Vice President
USA NETWORKS, INC.
By: /s/ Dara Khosrowshahi
---------------------------------------
Name: Dara Khosrowshahi
Title: Executive Vice President,
Operations and Strategic Planning
STYLECLICK.COM INC.
By: /s/ Maurizio Vecchione
---------------------------------------
Name: Maurizio Vecchione
Title: President and Co-CEO
/s/ Joyce Freedman
---------------------------------------
Joyce Freedman
/s/ Maurizio Vecchione
---------------------------------------
Maurizio Vecchione
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/s/ Lee Freedman
---------------------------------------
Lee Freedman
