-----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, B/bQntTRgbmBEDn3rlNiq28w4Pm18jRfpWhgvMCarPed3Ax6GSBAqfybo06HJbKR YHxWsyxWsEdJRaeOKsBEWA== 0001406360-10-000002.txt : 20100113 0001406360-10-000002.hdr.sgml : 20100113 20100112175319 ACCESSION NUMBER: 0001406360-10-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100113 DATE AS OF CHANGE: 20100112 GROUP MEMBERS: NORTH & WEBSTER VALUE OPPORTUNITIES FUND, LP GROUP MEMBERS: NORTH & WEBSTER, LLC GROUP MEMBERS: SAMUEL A KIDSTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EZENIA INC CENTRAL INDEX KEY: 0000943894 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 043114212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45745 FILM NUMBER: 10523504 BUSINESS ADDRESS: STREET 1: NORHTWEST PARK STREET 2: 63 THIRD AVE CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6178632000 MAIL ADDRESS: STREET 1: NORTHWEST PARK STREET 2: 63 THIRD AVE CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: VIDEOSERVER INC DATE OF NAME CHANGE: 19950413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: North & Webster LLC CENTRAL INDEX KEY: 0001406360 IRS NUMBER: 680620417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 TOWER OFFICE PARK, SUITE 420 CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 617-937-5500 MAIL ADDRESS: STREET 1: 10 TOWER OFFICE PARK, SUITE 420 CITY: WOBURN STATE: MA ZIP: 01801 SC 13D/A 1 ezen13da122909.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No. 2)1 Ezenia! Inc. -------------- (Name of Issuer) Common Stock (Title of Class of Securities) 302311105 --------- (CUSIP Number) Samuel A. Kidston North & Webster, LLC 10 Tower Office Park, Suite 420 Woburn, MA 01801 ------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 22, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 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). ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) North & Webster, LLC IRS No. 68-0620417 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES BENEFICIALLY 738,157* OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 738,157* ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 738,157* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ================================================================================ *Includes 140,000 Shares held in managed accounts over which North & Webster, LLC, has voting and dispositive power. ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samuel A. Kidston - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES BENEFICIALLY 738,157* OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 738,157* ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 738,157* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ * Includes 140,000 Shares held in managed accounts over which North & Webster, LLC, has voting and dispositive power. ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) North & Webster Value Opportunities Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES BENEFICIALLY 598,157 OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 8 SHARED VOTING POWER -0- ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 598,157 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,157 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.08% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James Bussone - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES BENEFICIALLY -0-* OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 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-* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ * See Item 5. ================================================================================ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven Metayer - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / - -------------------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES BENEFICIALLY -0-* OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------- 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-* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ * See Item 5. The following constitutes Amendment No. 2 ('Amendment 2') to the Schedule 13D filed by the undersigned (the 'Schedule 13D'). This Amendment 2 amends the Schedule 13D as specifically set forth. James Bussone and Steven Metayer are hereby added as Reporting Persons to the Schedule 13D. ITEM 2 IDENTITY AND BACKGROUND Item 2 is hereby amended to add the following: James Bussone ('Mr. Bussone') is a nominee for the Board of Directors of the Issuer and his principal occupation is acting as a Securities Analyst for North & Webster, LLC. The principal business address of Mr. Bussone is 10 Tower Office Park, Suite 420, Woburn, MA 01801. Mr. Bussone is a citizen of the United States. Steven Metayer ('Mr. Metayer') is a nominee for the Board of Directors of the Issuer and his principal occupation is General Manager of Material Operations for General Electric Aviation. The principal address of Mr. Metayer is 35 Worthington Ave. Cincinnati, OH 45215. Mr. Metayer is a citizen of the United States. (d) Neither of Messrs. Bussone or Metayer has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of Messrs. Bussone or Metayer has, 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 and restated to read as follows: The Shares were acquired for investment purposes based on North & Webster's belief that the Shares, when purchased, were undervalued and represent an attractive investment opportunity. However, North & Webster may hold discussions with various parties, including, but not limited to, the Issuer's management,its board of directors and other shareholders on a variety of possible subjects regarding ways to increase shareholder value. Some of the suggestions North & Webster might make could affect control of the Issuer and/or may relate to the following: the merger, acquisition or liquidation of the Issuer to third parties, the sale or transfer of assets of the Issuer to third parties,operational matters, a change in the board of directors or the management of the Issuer, a change in the present capitalization or dividend policy of the Issuer or a change in the Issuer's charter or by-laws. North & Webster intends to pay close attention to developments at and pertaining to the Issuer, and, subject to market conditions and other factors deemed relevant by North & Webster, North & Webster may, directly or indirectly, purchase additional Shares of the Issuer or dispose of some or such Shares in open-market transaction or privately negotiated transactions. On November 16, 2009 North & Webster delivered a letter dated November 13, 2009 (the 'Nov. 13 Letter') to the Issuer's board of directors (the 'Board') highlighting significant concerns with the Issuer's current business strategy, the composition and operation of its Board and its poorly performing stock price. North & Webster urged the Board to: immediately appoint two independent representatives committed to taking actions that are in the best interests of all shareholders; rescind the Issuer's shareholder rights plan; and, begin an immediate process of enhancing shareholder value. On December 9, 2009 North & Webster delivered a letter dated December 9, 2009(the 'Dec. 9 Letter') to the Issuer's board of directors (the 'Board'). In this letter North & Webster requested a meeting with the Independent Directors of the Board and expressed dissatisfaction with the fact the Board has not been responsive to the issues and concerns North & Webster has expressed in previous letters. North & Webster has not received a response to this letter. North & Webster is seeking representation on the the Issuer's Board of Directors.On December 22, 2009, in accordance with the Issuer's Amended and Restated By-Laws, North & Webster delivered a letter dated December 22, 2009(the 'Nomination Letter') to the Issuer's Corporate Secretary of the Issuer nominating Messrs. Kidston, Bussone and Metayer, as set forth therin, for election to the Board at the Issuer's 2010 annual meeting of shareholders (the '2010 Meeting'). The Reporting Persons have no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. A copy of the Nomination Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended to add the following: (a) As of the close of business on January 6, 2010, neither of Messrs. Bussone or Metayer directly owned any Shares. Each of Messrs. Bussone and Metayer, as members 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 738,157 Shares beneficially owned by North & Webster. Each of Messrs. Bussone and Metayer disclaim beneficial ownership of the 738,157 shares beneficially owned by North & Webster. (b) Neither of Messrs. Bussone or Metayer has the power to vote or dispose of the 738,157 Shares beneficially owned by North & Webster. (c) Neither of Messrs. Bussone or Metayer has entered into any transactions in the Shares during the past 60 days. (d) Inapplicable. (e) Inapplicable. ITEM 6 CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended to add the following: On January 6, 2010, North & Webster, Samuel A. Kidston, Value Fund, and Messrs. Bussone and Metayer (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 North & Webster to the Issuer's Board of Directors at the 2010 Meeting (the 'Solicitation'), and (c) North & Webster agreed to bear all expenses incurred in connection with the Group's activities, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended to add the following exhibit: Exhibit Exhibit No. Description --- --------------------------------------------------------------- 99.1 Joint Filing and Solicitation Agreement by and among North & Webster, LLC, Samuel A. Kidston, North & Webster Value Opportunities Fund, L.P., James Bussone and Steven Metayer, dated January 6, 2010. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: January 6, 2010 North & Webster, LLC By: /s/ Samuel A. Kidston --------------------------------- Name: Samuel A. Kidston Title: Managing Member /s/ Samuel A. Kidston ------------------------------------- Samuel A. Kidston North & Webster Value Opportunities Fund, L.P. By: North & Webster, LLC By: /s/ Samuel A. Kidston --------------------------------- Name: Samuel A. Kidston Title: Managing Member /s/ James Bussone ------------------------------------- James Bussone /s/ Steven Metayer ------------------------------------- Steven Metayer EX-1 2 ezenjfa122909.txt JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Ezenia! Inc., a Delaware Corporation (the 'Company'); WHEREAS, North & Webster, LLC, a Delaware limited liability company ('North & Webster'), North & Webster Value Opportunities Fund, L.P., a Delaware limited partnership, Samuel A. Kidston, James Bussone and Steven Metayer, wish to form a group for the purpose of seeking representation on the Board of Directors of the Company at the 2010 annual meeting of shareholders of the Company, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the '2010 Annual Meeting') and for the purpose of taking all other action necessary to achieve the foregoing. NOW, IT IS AGREED, this 6 day of January 2010 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. North & Webster or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof. 2. So long as this agreement is in effect, each of the undersigned shall provide written notice to North & Webster 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 2010 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. North & Webster 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 shareholder 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 North & Webster, or its representatives, which approval shall not be unreasonably withheld. 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 State of New York. 9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours' written notice to all other parties. 10. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. NORTH & WEBSTER VALUE OPPORTUNITIES FUND, LP By: North & Webster, LLC, its General Partner By: /s/ Samuel A. Kidston Name: Samuel A. Kidston Title: Managing Member NORTH & WEBSTER, LLC By: /s/ Samuel A. Kidston Name: Samuel A. Kidston Title: Managing Member Samuel A. Kidston /s/ Samuel A. Kidston JAMES Bussone /s/ James Bussone Steve Metayer /s/ Steve Metayer -----END PRIVACY-ENHANCED MESSAGE-----