-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J2V1RP9jojY3MXSctiYDsub50FUeVk6gPNqczjyE9EqAyOFiKNZVrWkFpr4jkI+z K6keMzrLr4LsybVgoikgXg== 0000921895-09-001469.txt : 20090522 0000921895-09-001469.hdr.sgml : 20090522 20090521173040 ACCESSION NUMBER: 0000921895-09-001469 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090521 DATE AS OF CHANGE: 20090521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DITECH NETWORKS INC CENTRAL INDEX KEY: 0001080667 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942935531 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57419 FILM NUMBER: 09846309 BUSINESS ADDRESS: STREET 1: 825 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6506231300 MAIL ADDRESS: STREET 1: 825 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: DITECH COMMUNICATIONS CORP DATE OF NAME CHANGE: 20001002 FORMER COMPANY: FORMER CONFORMED NAME: DITECH CORP DATE OF NAME CHANGE: 19990225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lamassu Holdings, LLC CENTRAL INDEX KEY: 0001450861 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 21 WHITESANDS DRIVE CITY: NEWPORT COAST STATE: CA ZIP: 92657 BUSINESS PHONE: 949-706-1347 MAIL ADDRESS: STREET 1: 21 WHITESANDS DRIVE CITY: NEWPORT COAST STATE: CA ZIP: 92657 SC 13D/A 1 sc13da307646002_05182009.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da307646002_05182009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

Ditech Networks, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

25500T108
(CUSIP Number)
 
Lamassu Holdings L.L.C.
Attn: Timothy Leehealey
21 Whitesands Dr.
Newport Coast, CA 92657
(949) 706-1347
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 21, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP NO. 25500T108
 
 
1
NAME OF REPORTING PERSON
 
Lamassu Holdings L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,399,845
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,399,845
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,399,845
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
OO

2

CUSIP NO. 25500T108
 
 
1
NAME OF REPORTING PERSON
 
Timothy Leehealey
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,399,845
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,399,845
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,399,845
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
IN

3

CUSIP NO. 25500T108
 
 
1
NAME OF REPORTING PERSON
 
Samuel Healey
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,399,845
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,399,845
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,399,845
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
IN

4

CUSIP NO. 25500T108
 
 
1
NAME OF REPORTING PERSON
 
Frank J. Sansone
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 - 1
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 

1           See Item 5.

 
5

CUSIP NO. 25500T108
 
The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned.  This Amendment No. 3 amends the Schedule 13D as specifically set forth.  Frank J. Sansone is hereby added as Reporting Persons to the Schedule 13D.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
(a-c)(f)    Frank J. Sansone (“Mr. Sansone ”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as Chief Financial Officer of LiveOffice, an SAAS email archiving software and services company.  The principal business address of Mr. Sansone is 2933 Arboridge Court, Fullerton, California 92835.  Mr. Sansone is a citizen of the United States of America.
 
(d)           Mr. Sansone has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           Mr. Sansone has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On May 21, 2009, in accordance with the terms of the Issuer’s Amended and Restated By-Laws, Lamassu Holdings L.L.C. (“Lamassu”) delivered a letter to the Issuer nominating Messrs. Leehealey and Sansone, as set forth therein, for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 26,256,917 shares of Common Stock outstanding, as of February 28, 2009, which is the total number of shares of Common Stock outstanding as reported in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on March 11, 2009.
 
A.           Lamassu

 
(a)
As of the close of business on May 20, 2009, Lamassu beneficially owned 2,399,845 shares of Common Stock.
 
Percentage: Approximately 9.1%
 
 
(b)
1.  Sole power to vote or direct vote: 2,399,845
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 2,399,845
 
4.  Shared power to dispose or direct the disposition: 0
 
6

CUSIP NO. 25500T108
 
 
(c)
Lamassu has not entered into any transactions in the shares of Common Stock during the past 60 days.
 
B.
Messrs. Leehealey and Healey
 
 
(a)
As the managing members of Lamassu, each of Mr. Leehealey and Mr. Healey may be deemed the beneficial owner of the 2,399,845 shares of Common Stock owned by Lamassu.  Each of Messrs. Leehealey and Healey share voting and dispositive power with respect to the shares of Common Stock owned by Lamassu by virtue of their shared authority to vote and dispose of such shares of Common Stock.
 
Percentage: Approximately 9.1%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 2,399,845
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 2,399,845
 
 
(c)
Neither Mr. Leehealey or Mr. Healey has entered into any transactions in the shares of Common Stock during the past 60 days.
 
C.
Mr. Sansone
 
 
(a)
As of the close of business on May 20, 2009, Mr. Sansone did not directly owned any shares of Common Stock.  Mr. Sansone, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the 2,399,845 shares of Common Stock owned by Lamassu.  Mr. Sansone disclaims beneficial ownership of such shares of Common Stock.
 
Percentage: 0%.
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 0
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 0
 
 
(c)
Mr. Sansone has not entered into any transactions in the shares of Common Stock during the past 60 days.
 
(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.
 
(e)           Not applicable.
 
7

CUSIP NO. 25500T108
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On May 18, 2009, Lamassu and Messrs. Leehealey, Healey and Sansone (collectively the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Group agreed to solicit proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting (the “Solicitation”), and (c) DCP agreed to bear all expenses incurred in connection with the Group’s activities, subject to certain limitations.  A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Pursuant to a letter agreement, Lamassu has agreed to indemnify Mr. Sansone against any and all claims of any nature arising from the Solicitation and any related transactions.  A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Item 7.                                Material to be Filed as Exhibits.
 
Item 7 is hereby amended to include the following exhibits:
 
 
Exhibit 99.1
Joint Filing and Solicitation Agreement by and among Lamassu Holdings L.L.C., Timothy Leehealey, Samuel Healey and Frank J. Sansone, dated May 18, 2009.
     
 
Exhibit 99.2
Form of Indemnification Letter Agreement.

8

CUSIP NO. 25500T108
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: May 21, 2009
 
 
LAMASSU HOLDINGS L.L.C.
   
 
By:
/s/ Timothy Leehealey
   
Name:
Timothy Leehealey
   
Title:
Managing Member


 
/s/ Timothy Leehealey
 
TIMOTHY LEEHEALEY


 
/s/ Samuel Healey
 
SAMUEL HEALEY


 
/s/ Frank J. Sansone
 
FRANK J. SANSONE

9
EX-99.1 2 ex991to13da307646002_051809.htm JOINT FILING AND SOLICITATION AGREEMENT ex991to13da307646002_051809.htm
Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Ditech Networks, Inc., a Delaware corporation (the “Company”);
 
WHEREAS, Lamassu Holdings L.L.C. (“Lamassu”), Tim Leehealey, Sam Healey and Frank J. Sansone wish to form a group for the purpose of seeking representation on the Board of Directors of the Company at the 2009 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2009 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this 18th day of May 2009 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.  
 
2.           So long as this Agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board of Directors of the Company at the 2009 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 
4.           Lamassu shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Lamassu, or its representatives.
 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
 
 

 
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the County of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ prior written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.         Each party acknowledges that Olshan shall act as counsel for both the Group and Lamassu and its affiliates relating to their investment in the Company.
 
11.         Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 

 
[Signature page follows]
 
 
 

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 

 
LAMASSU HOLDINGS L.L.C.
   
 
By:
/s/ Timothy Leehealey
   
Name:
Timothy Leehealey
   
Title:
Managing Member


 
/s/ Timothy Leehealey
 
TIMOTHY LEEHEALEY


 
/s/ Samuel Healey
 
SAMUEL HEALEY


 
/s/ Frank J. Sansone
 
FRANK J. SANSONE

EX-99.2 3 ex992to13da307646002_051809.htm FORM OF INDEMNIFICATION AGREEMENT ex992to13da307646002_051809.htm
Exhibit 99.2
 
LAMASSU HOLDINGS L.L.C.
21 Whitesands Road
Newport Coast, California 92657


 
May __, 2009
 
 
   
   
   
Re:           Ditech Networks, Inc.
 
Dear:
 
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Ditech Networks, Inc. (the “Company”) in connection with the proxy solicitation that Lamassu Holdings L.L.C. and its affiliates (collectively, the “Group”) is considering undertaking to nominate and elect directors at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter will set forth the terms of our agreement.
 
The members of the Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that this indemnification agreement and all of the Group’s obligations hereunder shall not apply to any of your actions or omissions as a director of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).
 
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Group will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  The Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
 
 
 

 
 
You hereby agree to keep confidential and not disclose to any party, without the consent of the Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Group, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Group, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Group so that the Group or any member thereof may seek a protective order or other appropriate remedy or, in the Group’s sole discretion, waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained or the Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Group and, upon the request of a representative of the Group, all such information shall be returned or, at the Group’s option, destroyed by you, with such destruction confirmed by you to the Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.
 

 
*              *              *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

 

Very truly yours,
 
LAMASSU HOLDINGS L.L.C.
 
By:
 
Name:
 
Title:
Authorized Signatory
 

 
ACCEPTED AND AGREED:
 
   
   
   
   
[NOMINEE]
 


 

 
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