Attached files
file | filename |
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8-K - FORM 8-K - ENDEAVOUR INTERNATIONAL CORP | h75507e8vk.htm |
EX-5.1 - EX-5.1 - ENDEAVOUR INTERNATIONAL CORP | h75507exv5w1.htm |
Exhibit 10.1
Execution version
PURCHASE AGREEMENT
among
ENDEAVOUR INTERNATIONAL CORPORATION
and
CYAN PARTNERS, LP
Table of Contents
ARTICLE I DEFINITIONS | 1 | |||||
Section 1.01 |
Definitions | 1 | ||||
ARTICLE II AGREEMENT TO SELL AND PURCHASE | 3 | |||||
Section 2.01 |
Sale and Purchase | 3 | ||||
Section 2.02 |
Closing | 3 | ||||
Section 2.03 |
Conditions to Closing | 3 | ||||
Section 2.04 |
Endeavour Deliveries | 4 | ||||
Section 2.05 |
Purchasers Deliveries | 4 | ||||
ARTICLE III REPRESENTATIONS AND WARRANTIES AND COVENANTS RELATED TO ENDEAVOUR | 5 | |||||
Section 3.01 |
Existence | 5 | ||||
Section 3.02 |
Due Authorization | 5 | ||||
Section 3.03 |
Listing | 5 | ||||
Section 3.04 |
Registration Statement and Prospectus | 5 | ||||
Section 3.05 |
Endeavour SEC Documents | 6 | ||||
Section 3.06 |
Further Agreements of Endeavour | 6 | ||||
ARTICLE IV REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PURCHASER | 6 | |||||
Section 4.01 |
Existence | 6 | ||||
Section 4.02 |
Authorization, Enforceability | 6 | ||||
Section 4.03 |
Independent Investment Advice | 6 | ||||
Section 4.04 |
Short Selling | 6 | ||||
Section 4.05 |
Endeavour Information | 7 | ||||
Section 4.06 |
Material Non-Public Information | 7 | ||||
ARTICLE V MISCELLANEOUS | 8 | |||||
Section 5.01 |
Interpretation and Survival of Provisions | 8 | ||||
Section 5.02 |
Survival of Provisions | 8 | ||||
Section 5.03 |
No Waiver; Modifications in Writing | 8 | ||||
Section 5.04 |
Binding Effect; Assignment | 8 | ||||
Section 5.05 |
Communications | 9 | ||||
Section 5.06 |
Entire Agreement | 9 | ||||
Section 5.07 |
Governing Law | 10 | ||||
Section 5.08 |
Waiver of Jury Trial | 10 | ||||
Section 5.09 |
Execution in Counterparts | 10 |
PURCHASE AGREEMENT
This PURCHASE AGREEMENT, dated as of August 16, 2010 (this Agreement), is by
and between ENDEAVOUR INTERNATIONAL CORPORATION, a Nevada corporation (Endeavour), and
Cyan Partners, LP (the Purchaser).
WHEREAS, Endeavour has filed with the Commission (as defined below), pursuant to the
Securities Act (as defined below) and the rules and regulations adopted by the Commission
thereunder, the Registration Statement (as defined below) relating to the offer and sale from time
to time of up to $500,000,000 aggregate initial offering price of common stock of Endeavour, par
value $.001 (Common Stock), and certain other Endeavour securities, and such Registration
Statement has become effective; and
WHEREAS, Endeavour desires to sell to the Purchaser, and the Purchaser desires to purchase
from Endeavour, certain of those shares of Common Stock, in accordance with the provisions of this
Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
DEFINITIONS
Section 1.01 Definitions. As used in this Agreement, and unless the context requires a different
meaning, the following terms have the meanings indicated:
Affiliate means, with respect to a specified Person, any other Person, directly or
indirectly controlling, controlled by or under direct or indirect common control with such
specified Person. For purposes of this definition, control (including, with correlative
meanings, controlling, controlled by, and under common control with) means the power to
direct or cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise.
Business Day means any day other than a Saturday, Sunday, any federal legal holiday
or day on which banking institutions in the State of New York are authorized or required by law or
other governmental action to close.
Closing shall have the meaning specified in Section 2.02.
Closing Date shall have the meaning specified in Section 2.02.
Commission means the United States Securities and Exchange Commission.
Common Stock has the meaning set forth in the recitals.
Cyrus shall have the meaning specified in Section 4.04.
Effective Date shall have the meaning specified in Section 3.04.
Effective Time shall have the meaning specified in Section 3.04.
Endeavour has the meaning set forth in the introductory paragraph.
Endeavour SEC Documents shall have the meaning specified in Section 3.05.
Exchange Act means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.
Governmental Authority means, with respect to a particular Person, any country,
state, county, city and political subdivision in which such Person or such Persons Property is
located or which exercises valid jurisdiction over any such Person or such Persons Property, and
any court, agency, department, commission, board, bureau or instrumentality of any of them and any
monetary authority which exercises valid jurisdiction over any such Person or such Persons
Property. Unless otherwise specified, all references to Governmental Authority herein with respect
to Endeavour means a Governmental Authority having jurisdiction over Endeavour, its Subsidiaries or
any of their respective Properties.
Law means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation.
NYSE Amex means the NYSE Amex listing exchange.
Person means any individual, corporation, company, voluntary association,
partnership, joint venture, trust, limited liability company, unincorporated organization,
government or any agency, instrumentality or political subdivision thereof, or any other form of
entity.
Prospectus shall have the meaning specified in Section 3.04.
Purchase Price means $10,169,998.87, which is 8,999,999 shares multiplied by $1.13,
the closing price of Endeavours common stock on the NYSE Amex on August 13, 2010.
Purchased Shares means 8,999,999 shares of Common Stock.
Purchaser has the meaning set forth in the introductory paragraph of this Agreement.
Registration Statement shall have the meaning specified in Section 3.04.
Rules and Regulations shall have the meaning specified in Section 3.04.
Securities Act means the Securities Act of 1933, as amended from time to time, and
the rules and regulations of the Commission promulgated thereunder.
Subsidiary means, as to any Person, any corporation or other entity of which: (i)
such Person or a Subsidiary of such Person is a general partner or manager; (ii) at least a
majority of the outstanding equity interest having by the terms thereof ordinary voting power to
elect a
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majority of the board of directors or similar governing body of such corporation or other
entity (irrespective of whether or not at the time any equity interest of any other class or
classes of such corporation or other entity shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more of its Subsidiaries; or (iii) any corporation or other entity as to which
such Person consolidates for accounting purposes.
Transfer shall have the meaning specified in Section 4.06.
ARTICLE II
AGREEMENT TO SELL AND PURCHASE
AGREEMENT TO SELL AND PURCHASE
Section 2.01 Sale and Purchase. Subject to the terms and conditions hereof, Endeavour hereby agrees to
issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from Endeavour, the
Purchased Shares, and the Purchaser agrees to pay Endeavour the Purchase Price.
Section 2.02 Closing. Subject to the terms and conditions hereof, the consummation of the purchase and
sale of the Purchased Shares hereunder (the Closing) shall take place contemporaneously
with the execution of this Agreement, at the offices of Vinson & Elkins L.L.P., First City Tower,
1001 Fannin Street, Houston, Texas 77002, or at such other time and date not later than three (3)
full Business Days thereafter as Endeavour and the Purchaser may agree (the Closing
Date). The parties agree that the Closing may occur via delivery of facsimiles of this
Agreement and cross-receipts; provided, that originals of any such documents are sent via overnight
delivery to be received by the other party (or designee of such other party) no later than the
second business day immediately following the Closing Date.
Section 2.03 Conditions to Closing.
(a) Mutual Conditions. The respective obligations of each party to consummate the
purchase and issuance and sale of the Purchased Shares shall be subject to the satisfaction on or
prior to the Closing Date of each of the following conditions (any or all of which may be waived by
a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by
applicable Law):
(i) no statute, rule, order, decree or regulation shall have been enacted or
promulgated, and no action shall have been taken, by any Governmental Authority which
temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise
prohibits the consummation of the transactions contemplated hereby or makes the transactions
contemplated hereby illegal; and
(ii) there shall not be pending any suit, action or proceeding by any Governmental
Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by
this Agreement.
(b) Purchasers Conditions. The obligation of the Purchaser to consummate the
purchase of the Purchased Shares shall be subject to the satisfaction on or prior to the Closing
Date
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of each of the following conditions (any or all of which may be waived by the Purchaser in
writing, in whole or in part with respect to the Purchased Shares, to the extent permitted by
applicable Law):
(i) no notice of delisting shall have been received by Endeavour;
(ii) no stop orders shall have been placed on the Registration Statement by the
Commission;
(iii) the representations and warranties of Endeavour contained in this Agreement shall
be true and correct in all material respects at and as of the Closing Date as if made on and
as of the Closing Date; and
(iv) Endeavour shall have delivered, or caused to be delivered, to the Purchaser at the
Closing, Endeavours closing deliveries described in Section 2.04.
(c) Endeavours Conditions. The obligation of Endeavour to consummate the sale of the
Purchased Shares to the Purchaser shall be subject to the satisfaction on or prior to the Closing
Date of the following condition (which may be waived by Endeavour in writing, in whole or in part,
to the extent permitted by applicable Law): the representations and warranties of the Purchaser
contained in this Agreement shall be true and correct in all material respects at and as of the
Closing Date as if made on and as of the Closing Date.
Section 2.04 Endeavour Deliveries. At the Closing, subject to the terms and conditions hereof,
Endeavour will deliver, or cause to be delivered, to the Purchaser:
(a) The Purchased Shares by electronic delivery to The Depository Trust Company on Purchasers
behalf, registered in such name(s) as the Purchaser has designated;
(b) A cross-receipt executed by Endeavour and delivered to the Purchaser certifying that it
has received the Purchase Price as of the Closing Date; and
(c) A copy of the final prospectus supplement relating to the Purchased Shares and the
offering thereof, including the accompanying base prospectus, substantially in the form that will
be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations after the date
and time this Agreement is executed.
Section 2.05 Purchasers Deliveries. At the Closing, subject to the terms and conditions hereof, the
Purchaser will deliver, or cause to be delivered, to Endeavour:
(a) Payment to Endeavour of the Purchase Price by wire transfer of immediately available funds
to an account designated by Endeavour in writing at least two Business Days prior to the Closing
Date; and
(b) A cross-receipt executed by the Purchaser and delivered to Endeavour certifying that it
has received the Purchased Shares as of the Closing Date.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES AND COVENANTS
RELATED TO ENDEAVOUR
REPRESENTATIONS AND WARRANTIES AND COVENANTS
RELATED TO ENDEAVOUR
Endeavour represents and warrants to and covenants with the Purchaser as follows:
Section 3.01 Existence. Endeavour is duly organized and validly existing and in good standing under the
laws of the State of Nevada, with all necessary power and authority to own properties and to
conduct its business as currently conducted.
Section 3.02 Due Authorization. Endeavour has full corporate power and authority to execute and
deliver this Agreement and the Purchased Shares and to perform its obligations hereunder and all
corporate action required to be taken for the due and proper authorization, execution and delivery
of this Agreement and the Purchased Shares has been duly and validly taken.
Section 3.03 Listing. The Purchased Shares are listed on the NYSE Amex, and Endeavour has not
received any notice of delisting. As of the date hereof, an Additional Listing Application and
supporting documentation related to the Purchased Shares has been filed with the NYSE Amex.
Section 3.04 Registration Statement and Prospectus
A registration statement on Form S-3 (File No. 333-163781) pursuant to which to the Purchased
Shares will be offered has (i) been prepared by Endeavour in conformity with the requirements of
the Securities Act, and the rules and regulations (the Rules and Regulations) of the Commission
thereunder, (ii) been filed with the Commission under the Securities Act, and (iii) become
effective under the Securities Act. Copies of such registration statement and each of the
amendments thereto, if any, have been delivered by Endeavour or are otherwise available to the
Purchaser. As used in this Agreement, Effective Time means the date and the time as of which
such registration statement, or the most recent post-effective amendment thereto, if any, was
declared effective by the Commission; Effective Date means the date of the Effective Time;
Registration Statement means the registration statement referred to above, as amended at the
Effective Time; and Prospectus means the final prospectus supplement relating to the Purchased
Shares and the offering thereof, including the accompanying base prospectus, as first filed with
the Commission pursuant to Rule 424(b) of the Rules and Regulations after the date and time this
Agreement is executed. Reference made herein to the Prospectus shall be deemed to refer to and
include any information incorporated by reference therein pursuant to Item 12 of Form S-3 under the
Securities Act, as of the date of such Prospectus, and any reference to any amendment or supplement
to the Prospectus shall be deemed to refer to and include any document filed under the Exchange Act
after the date of such Prospectus, and incorporated by reference in the Prospectus; and any
reference to any amendment to the Registration Statement shall be deemed to include any periodic
report of Endeavour filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange
Act after the Effective Time that is incorporated by reference in the Registration Statement. The
Commission has not issued any order preventing or suspending the use of any Prospectus.
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Section 3.05 Endeavour SEC Documents. Endeavour has timely filed with the Commission all forms,
registration statements, reports, schedules and statements required to be filed by it under the
Exchange Act or the Securities Act (all such documents together with the Registration Statement,
collectively the Endeavour SEC Documents).
Section 3.06 Further Agreements of Endeavour. Endeavour shall prepare the final prospectus supplement
relating to the Purchased Shares and the offering thereof and file such final prospectus supplement
and the accompanying base prospectus, which together constitute the Prospectus, pursuant to Rule
424(b) under the Securities Act not later than the Commissions close of business on the second
business day following the execution and delivery of this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES AND COVENANTS
OF THE PURCHASER
REPRESENTATIONS AND WARRANTIES AND COVENANTS
OF THE PURCHASER
The Purchaser hereby represents and warrants and covenants to Endeavour that:
Section 4.01 Existence. The Purchaser is duly organized and validly existing and in good standing under
the laws of its state of formation, with all necessary power and authority to own properties and to
conduct its business as currently conducted.
Section 4.02 Authorization, Enforceability. The Purchaser has all necessary legal power and authority
to enter into, deliver and perform its obligations under this Agreement. The execution, delivery
and performance of this Agreement by the Purchaser and the consummation by it of the transactions
contemplated hereby have been duly and validly authorized by all necessary legal action, and no
further consent or authorization of the Purchaser is required. This Agreement has been duly
executed and delivered by the Purchaser and constitutes legal, valid and binding obligations of the
Purchaser; provided that, the enforceability thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting
creditors rights generally and by general principles of equity and except as the rights to
indemnification may be limited by applicable law (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
Section 4.03 Independent Investment Advice. The Purchaser understands that nothing in
this Agreement, the Prospectus or any other materials presented to the Purchaser in connection with
the purchase and sale of the Purchased Shares constitutes legal, tax or investment advice. The
Purchaser has consulted such legal, tax and investment advisors and made such investigation as it,
in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the
Purchased Shares.
Section 4.04 Short Selling. Between the time at which the Purchaser or its Affiliates
first began discussions with Endeavour about the transactions contemplated by this Agreement and
the date hereof, the Purchaser and its Affiliates have not disclosed any information regarding the
transactions contemplated by this Agreement to any third parties (other than its syndication
partners, potential syndication partners and legal, accounting and other advisors) and have not
engaged in any transactions involving the securities of Endeavour (including, without limitation,
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any Short Sales involving Endeavours securities). The Purchaser covenants that it will (i)
maintain the confidentiality of all information acquired as a result of the transactions
contemplated herein in accordance with the Confidentiality Agreement entered into between the
Purchaser and Endeavour dated as of May 6, 2010 and (ii) not engage in any purchases or sales of
the securities of Endeavour (including Short Sales), excluding the acquisition of the Purchased
Shares as contemplated by this Agreement, prior to the time that the transactions contemplated by
this Agreement are publicly disclosed. The Purchaser and its Affiliates agree that they will not
use any of the Purchased Shares acquired pursuant to this Agreement to cover any short position in
the Common Stock if doing so would be in violation of applicable securities laws. The Purchaser
and its Affiliates agree that they will not engage in Short Sales of the Common Stock until such
time as the Purchaser or its Affiliates ceases to own any of the Purchased Shares acquired pursuant
to this Agreement; provided, however, that for purposes of this sentence, Cyrus Capital Partners
(Cyrus) and funds managed by Cyrus shall not be deemed to be an Affiliate of the Purchaser. For
purposes hereof, Short Sales include, without limitation, all short sales as defined in Rule
200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and
all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls,
short sales, swaps, put equivalent positions (as defined in Rule 16a-1(h) under the Exchange Act)
and similar arrangements (including on a total return basis), and sales and other transactions
through non-US broker dealers or foreign regulated brokers.
Section 4.05 Endeavour Information. The Purchaser acknowledges and agrees that Endeavour has
provided or made available to the Purchaser (through EDGAR, Endeavours web site or otherwise) the
Registration Statement and all other Endeavour SEC Documents, as well as all press releases issued
by Endeavour through the date of this Agreement.
Section 4.06 Material Non-Public Information. The Purchaser acknowledges that it or its Affiliates
may from time to time be in possession of material non-public information concerning Endeavour and
the Purchaser covenants that neither it nor its Affiliates will engage in any transactions
involving the common stock of Endeavour while in possession of such material non-public
information.
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ARTICLE V
MISCELLANEOUS
MISCELLANEOUS
Section 5.01 Interpretation and Survival of Provisions. Article, Section, Schedule, and Exhibit
references are to this Agreement, unless otherwise specified. All references to instruments,
documents, contracts, and agreements are references to such instruments, documents, contracts, and
agreements as the same may be amended, supplemented, and otherwise modified from time to time,
unless otherwise specified. The word including shall mean including but not limited to.
Whenever any determination, consent, or approval is to be made or given by the Purchaser, such
action shall be in the Purchasers sole discretion unless otherwise specified in this Agreement.
If any provision in this Agreement is held to be illegal, invalid, not binding, or unenforceable,
such provision shall be fully severable and this Agreement shall be construed and enforced as if
such illegal, invalid, not binding, or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions shall remain in full force and effect.
Section 5.02 Survival of Provisions. Notwithstanding any investigation made by any party to this
Agreement, all covenants, agreements, representations and warranties made by the Company and
the Purchaser herein will survive the execution of this Agreement, the delivery to the Purchaser of
the Purchased Shares being purchased and the payment therefor.
Section 5.03 No Waiver; Modifications in Writing.
(a) Delay. No failure or delay on the part of any party in exercising any right, power, or
remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power, or remedy preclude any other or further exercise thereof or the exercise of any
other right, power, or remedy. The remedies provided for herein are cumulative and are not
exclusive of any remedies that may be available to a party at law or in equity or otherwise.
(b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent,
modification, or termination of any provision of this Agreement shall be effective unless signed by
each of the parties hereto or thereto affected by such amendment, waiver, consent, modification, or
termination. Any amendment, supplement or modification of or to any provision of this Agreement,
any waiver of any provision of this Agreement, and any consent to any departure by Endeavour from
the terms of any provision of this Agreement shall be effective only in the specific instance and
for the specific purpose for which made or given. Except where notice is specifically required by
this Agreement, no notice to or demand on Endeavour in any case shall entitle Endeavour to any
other or further notice or demand in similar or other circumstances.
Section 5.04 Binding Effect; Assignment.
(a) Binding Effect. This Agreement shall be binding upon Endeavour, the Purchaser, and their
respective successors and permitted assigns. Except as expressly provided in this Agreement, this
Agreement shall not be construed so as to confer any right or benefit upon any Person other than
the parties to this Agreement and their respective successors and permitted assigns.
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(b) Assignment of Rights. All or any portion of the rights and obligations of the Purchaser
under this Agreement may be transferred by the Purchaser to any of its Affiliates without the
consent of Endeavour. No portion of the rights and obligations of the Purchaser under this
Agreement may be transferred by the Purchaser to a non-Affiliate without the written consent of
Endeavour.
Section 5.05 Communications. All notices and demands provided for hereunder shall be in writing and
shall be given by registered or certified mail, return receipt requested, telecopy, air courier
guaranteeing overnight delivery or personal delivery to the following addresses:
(a) If to the Purchaser:
Cyan Partners, LP
399 Park Avenue, 39th Floor
New York, New York, 10022
Attention: Divya Gopal
Facsimile: (212) 380-5871
399 Park Avenue, 39th Floor
New York, New York, 10022
Attention: Divya Gopal
Facsimile: (212) 380-5871
(b) If to Endeavour:
Endeavour International Corporation
1001 Fannin, Suite 1600
Houston, Texas 77002
Attention: J. Michael Kirksey
Facsimile: (713) 307-8793
1001 Fannin, Suite 1600
Houston, Texas 77002
Attention: J. Michael Kirksey
Facsimile: (713) 307-8793
with a copy to:
Vinson & Elkins RLLP
CityPoint, 33rd Floor
One Ropemaker Street
London EC2Y 9UE
Attention: S. Griffith Aldrich
Facsimile: 44.20.7065.6001
Internet electronic mail: galdrich@velaw.com
CityPoint, 33rd Floor
One Ropemaker Street
London EC2Y 9UE
Attention: S. Griffith Aldrich
Facsimile: 44.20.7065.6001
Internet electronic mail: galdrich@velaw.com
or to such other address as Endeavour or the Purchaser may designate in writing. All notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; upon actual receipt if sent by certified or registered mail, return receipt
requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, if sent
via facsimile; and upon actual receipt when delivered to an air courier guaranteeing overnight
delivery.
Section 5.06 Entire Agreement. This Agreement and the other agreements and documents referred to herein
are intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein. There are no
9
restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein with respect to the rights granted
by Endeavour or any of its Affiliates or the Purchaser or any of its Affiliates set forth herein or
therein. This Agreement and the other agreements and documents referred to herein or therein
supersede all prior agreements and understandings between the parties with respect to such subject
matter.
Section 5.07 Governing Law. This Agreement will be construed in accordance with and governed by the
laws of the State of New York without regard to principles of conflicts of laws.
Section 5.08 Waiver of Jury Trial. Each party to this Agreement irrevocably waives the right to a trial
by jury in connection with any matter arising out of this Agreement to the fullest extent permitted
by applicable law.
Section 5.09 Execution in Counterparts. This Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same Agreement.
10
IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first
above written.
ENDEAVOUR INTERNATIONAL CORPORATION |
||||
By: | /s/ J. Michael Kirksey | |||
Name: | J. Michael Kirksey | |||
Title: | Executive Vice President & Chief Financial Officer | |||
CYAN PARTNERS, LP |
||||
By: | /s/ Jonathan Tunis | |||
Name: | Johnathan Tunis | |||
Title: | Authorized Signatory | |||