SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 26, 2021
CANCER GENETICS, INC.
(Exact Name of Company as Specified in its Charter)
(State or Other Jurisdiction
201 Route 17 North 2nd Floor, Rutherford, New Jersey 07070
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code (201) 528-9200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
|[X]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the Company is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock||CGIX||The Nasdaq Capital Market|
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement Amendment
On February 26, 2021, Cancer Genetics, Inc. (the “Company” or “CGI”) entered into Amendment No. 2 to Agreement and Plan of Merger and Reorganization (the “Amendment”) with StemoniX, Inc. (“StemoniX”) and CGI Acquisition, Inc., a wholly owned subsidiary of CGI (“Merger Sub”), which amends the Agreement and Plan of Merger and Reorganization dated August 21, 2020, as previously amended on February 8, 2021 (the “Original Merger Agreement” and, as amended by the Amendment, the “Merger Agreement”) whereby Merger Sub will be merged with and into StemoniX, with StemoniX surviving the merger as a wholly-owned subsidiary of CGI (the “Merger”). The Original Merger Agreement, prior to its amendment on February 8, 2021, had conditions that included (A) that the Company shall have consummated a financing transaction (the “Private Placement”) no later than the closing of the Merger resulting in aggregate gross proceeds of $10 million (or such other amount as the Company and StemoniX agree), which condition (the “Financing Condition”) was amended on February 8, 2021 to only require that StemoniX have sold an aggregate of $5 million of its Series C Preferred Stock (as defined below) prior to the closing of the Merger, and (B) that the shares of common stock of CGI (the “Common Stock”) (or Common Stock underlying other securities of CGI) being issued in the Merger shall have been approved for listing on the Nasdaq Stock Market (“Nasdaq”).
As previously reported, on February 16, 2021, CGI consummated a registered direct offering of its common stock with certain institutional investors pursuant to which the Company issued to the investors an aggregate of 2,777,778 shares of the Company’s common stock at an offering price of $6.30 per share for gross proceeds of approximately $17.5 million (the “CGI RD Financing”). The net proceeds to the Company from the CGI RD Financing were approximately $15.8 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company.
CGI and StemoniX have confirmed in the Amendment that the CGI RD Financing is to be treated as part of the “Private Placement” under the Merger Agreement, such that any securities to be issued therein will be deemed to be outside of, and not considered in computing the number of securities of CGI to be issued with respect, to the existing 78/22% ratio, and so will dilute the historic holders of CGI and StemoniX securities ratably. In addition, the cash raised in the CGI RD Financing will not be included in either company’s Net Cash (as defined in the Merger Agreement) in determining any adjustments required to such ratio. The parties also agreed that any condition of the Merger Agreement requiring either party to raise additional cash prior to closing shall be deemed satisfied other than if required to satisfy Nasdaq initial listing requirements of the post-merger company, and that StemoniX will not issue nor commit to issue any further securities without the consent of CGI (other than under its option plan, upon conversion of already outstanding convertible securities, or as otherwise permitted under the Merger Agreement, including additional Convertible Notes (as defined below) provided for in the Merger Agreement and the up to $2 million of Series C Preferred Stock that is the subject of a binding purchase agreement as of the date hereof).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.
Item 8.01 Other Events.
StemoniX Series C Preferred Stock and Convertible Notes
As previously reported, on January 28, 2021, StemoniX entered into a stock purchase agreement (the “Series C Preferred Stock Purchase Agreement”) with two institutional accredited investors pursuant to which StemoniX agreed to issue shares of its Series C Convertible Preferred Stock (the “Series C Preferred Stock”) for an aggregate purchase price of $5 million. Also as previously reported, one of those investors determined thereafter to acquire $3 million of StemoniX Convertible Notes (“Convertible Notes”) in lieu of acquiring the same amount of Series C Preferred Stock.
The offering by StemoniX of its Series C Preferred Stock was originally intended to partially satisfy the Financing Condition and be part of the Private Placement. On February 18, 2021, StemoniX and the remaining investor committed to issuing and purchasing, respectively, $2 million of Series C Preferred Stock and, in light of the consummation of the CGI RD Financing, amended and restated the Series C Preferred Stock Purchase Agreement to provide that only $2 million of Series C Preferred Stock would be issued in the aggregate. Accordingly, the Amendment provides that the investor will not have the right to appoint a board observer on the board of the post-merger company, as had been contemplated in the Merger Agreement if $5 million of Series C Preferred Stock had been sold.
As described above and reported in the Company’s Registration Statement on Form S-4, as amended on February 8, 2021, and declared effective by the SEC on February 12, 2021 (Registration No. 333-249513), an institutional investor agreed to purchase an aggregate of approximately $3 million of Convertible Notes and related warrants to purchase StemoniX common stock from StemoniX, which purchase was consummated on February 23, 2021.
Extension Granted by Nasdaq
On February 18, 2021, the Listing Qualifications Staff at the Nasdaq Stock Market (“Nasdaq”) granted CGI an extension to regain compliance from its previously reported deficiency of not having held an annual stockholder meeting in 2020, under Nasdaq Rule 5810(c)(2)(G). The extension provides that CGI has until June 29, 2021 to either (i) complete the Merger and receive approval for trading of the post-merger company’s securities on Nasdaq or (ii) hold an annual meeting of CGI’s stockholders.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger between CGI and StemoniX, CGI has filed relevant materials with the SEC, including a registration statement on Form S-4, as amended, that contains a proxy statement/prospectus/information statement. INVESTORS AND SECURITY HOLDERS OF CGI AND STEMONIX ARE URGED TO READ THESE MATERIALS (AS WELL AS AMENDMENTS AND SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CGI, STEMONIX AND THE PROPOSED MERGER. The proxy statement/prospectus/information statement and other relevant materials (when they become available), and any other documents filed by CGI with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by CGI by directing a written request to: Cancer Genetics, Inc., c/o John A. Roberts, Chief Executive Officer, 201 Route 17 North 2nd Floor, Rutherford, NJ 07070. Investors and security holders are urged to read the Registration Statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger.
This report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
CGI and its directors and executive officers and StemoniX and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of CGI in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of CGI and their ownership of shares of CGI’s common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on May 29, 2020, and in subsequent documents filed and to be filed with the SEC, including the Registration Statement referred to above. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the proposed merger, by security holdings or otherwise, are included in the Registration Statement and other relevant materials to be filed with the SEC when they become available. These documents are available free of charge at the SEC web site (www.sec.gov) and from the Chief Executive Officer at CGI at the address described above.
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. CGI and StemoniX generally identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. CGI and StemoniX have based these forward-looking statements largely on their then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of CGI’s and StemoniX’s control. CGI’s and StemoniX’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with CGI’s and StemoniX’s ability to obtain the approval of Nasdaq for continued listing and listing after the merger, and the shareholder approvals required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement relating to the merger; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (iv) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; (v) volatility and uncertainty in the financial markets and general economic conditions, which could have an adverse impact on CGI and/or StemoniX, and (vi) those risks detailed in CGI’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and its registration statement on Form S-4, as amended, and subsequent reports filed with the SEC, as well as other documents that may be filed by CGI from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither CGI nor StemoniX can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, CGI and StemoniX undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
|2.1#||Amendment No. 2 to Agreement and Plan of Merger and Reorganization, by and among Cancer Genetics, Inc., StemoniX, Inc., and CGI Acquisition, Inc., dated February 26, 2021.|
# Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. CGI hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Cancer Genetics, Inc.|
|February 26, 2021|
|By:||/s/ John A. Roberts|
|Name:||John A. Roberts|
|Title:||President and Chief Executive Officer|
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), is made and entered into as of February 26, 2021 (the “Second Amendment Effective Date”), by and among Cancer Genetics, Inc., a Delaware corporation (“CGI”), CGI Acquisition, Inc., a Minnesota corporation and wholly owned subsidiary of CGI (“Merger Sub”), and StemoniX, Inc. a Minnesota corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in that certain Agreement and Plan of Merger and Reorganization, made and entered into as of August 21, 2020, as amended on February 8, 2021, by and among CGI, Merger Sub, and the Company (the “Merger Agreement”).
|A.||Section 10.2 of the Merger Agreement provides that the Merger Agreement may not be amended except by the approval of CGI, Merger Sub, and the Company.|
|B.||Subsequent to the date of the Merger Agreement, CGI, Merger Sub, and the Company amended the Merger Agreement by executing that certain Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as of February 8, 2021 (“Amendment No. 1”), and CGI issued securities pursuant to a Securities Purchase Agreement dated February 10, 2021. CGI, Merger Sub, and the Company desire to further amend the Merger Agreement to reflect, among other things, the treatment of the additional CGI security issuances.|
|C.||The board of directors of each of CGI, Merger Sub, and the Company has determined that this Amendment is advisable and in the best interests of their respective entities and their respective stockholders.|
|D.||The parties wish to amend the Merger Agreement as set forth in this Amendment, such amendment to be effective as of the date hereof.|
The parties to this Amendment, intending to be legally bound, hereby agree as follows:
|1.||Amendment to Section 1.4(b). The last sentence of Section 1.4(b) of the Merger Agreement, as amended by Amendment No. 1, is hereby amended and restated to hereafter read as follows to eliminate any right of purchasers of Series C Preferred Stock to designate a board observer:|
“Additionally, following the Closing, but subject to compliance with, and in accordance with the terms of, the agreement pursuant to which FOD Capital, LLC (“FOD”) purchased more than $3,000,000 of Convertible Notes (the “FOD Notes”), FOD shall be entitled to designate one (1) observer to the CGI Board, subject to such observer executing and delivering a board observer and confidentiality agreement in form and substance reasonably acceptable to the Company and CGI and subject to FOD not transferring the FOD Notes prior to the Closing and retaining after the Closing at least 50% of the CGI Common Stock issued to FOD in exchange for the FOD Notes at the Closing.”
|2.||Amendment to Section 1.5. Section 1.5 of the Merger Agreement, as amended by Amendment No. 1, is hereby amended to restate Section 1.5(h) in its entirety so that the CGI RD Financing (as defined below) is treated as part of the “Private Placement” and will dilute the historic holders of CGI and the Company ratably:|
“(h) At the Effective Time, by virtue of the Merger and without any further action on the part of CGI, Merger Sub, the Company or any stockholder of CGI, Merger Sub or the Company, subject to Section 1.5(c), each share of Series C Preferred Stock outstanding immediately prior to the Effective Time shall be converted solely into the right to receive a number of validly issued, fully paid and non-assessable shares of CGI Common Stock equal to (i) the purchase price paid for such share of Series C Preferred Stock divided by (ii) the Series C Exchange Price. It is understood and agreed that securities issued in the Private Placement, consisting of (a) the Series C Preferred Stock and the shares of CGI Common Stock into which it may be converted, (b) the securities issued in CGI’s private placement (the “CGI PIPE”) raising $10 million in exchange for an aggregate of 2,758,624 shares of CGI Common Stock, 2,758,624 CGI Warrants, and 165,517 Placement Agent Warrants pursuant to a series of Securities Purchase Agreements dated January 28, 2021, (c) the securities issued in CGI’s registered direct financing (the “CGI RD Financing”) raising gross proceeds of $17.5 million in exchange for an aggregate of 2,777,778 shares of CGI Common Stock, and 166,667 Placement Agent Warrants pursuant to a series of Securities Purchase Agreements dated February 10, 2021 and (d) any other securities mutually designated in writing by CGI and the Company (collectively, “Excluded Issuances”), shall in no way affect the Exchange Ratio which determines the number of shares of CGI Common Stock to be issued as Merger Consideration pursuant to the foregoing provisions of this Section 1.5. Accordingly, for the avoidance of doubt, references to the “Private Placement” shall include the Excluded Issuances, such that the reference in the first sentence of Section 1.5(a) to “without regard to the Private Placement”, and other similar references in this Agreement, mean that the computations in Section 1.5(a) shall be effected without regard to the Excluded Issuances. Also, for the avoidance of doubt, all securities of CGI issued or issuable in exchange for the Convertible Notes or the securities of the Company issued upon conversion of the Convertible Notes shall be included in determining the Exchange Ratio and the Company Outstanding Equity and shall be within the Company Percentage to be received by all of the security holders of the Company. For purposes of this Agreement, “Placement Agent Warrants” means the warrants issued by CGI to Wainwright or its assigns in connection with the CGI PIPE or the CGI RD Financing.”
|3.||Amendment to Section 6.6. So as to (i) acknowledge that the CGI RD Financing is to be treated as part of the “Private Placement” under the Merger Agreement, (ii) confirm that any securities issued in the CGI RD Financing will not affect the 78/22% ratio between the historic holders of CGI and the Company, and (iii) limit the Series C Preferred Stock that may be issued by the Company, Section 6.6, as amended in Amendment No. 1, is hereby further amended and restated in its entirety to read as follows:|
“The Company may consummate a private placement of Series C Preferred Stock in an aggregate amount of not more than $2 million prior to the Closing, and any condition of this Agreement requiring either Party to raise additional cash prior to the Closing shall be deemed satisfied other than if required to satisfy Nasdaq listing requirements. It is acknowledged that the Company represents that it has a binding agreement to issue $2 million of Series C Preferred Stock as of the date hereof. Whenever used in this Agreement, “Private Placement” shall be deemed to include (a) the issuance of Series C Preferred Stock by the Company, (b) the issuance of CGI Common Stock, CGI Warrants, and Placement Agent Warrants by CGI in the CGI PIPE, (c) the issuance of CGI Common Stock and Placement Agent Warrants by CGI in the CGI RD Financing and (d) any other issuances of securities by CGI or the Company after the date hereof that CGI and the Company mutually agree in writing to designate as being part of the Private Placement. Securities issued or issuable in the Private Placement will not be included in “CGI Outstanding Equity”, “Company Outstanding Equity”, or “Deemed Outstanding CGI Common Stock” for purposes of calculating the Merger Shares under this Agreement, and any proceeds received in the Private Placement (whether or not retained) will not be included in determining CGI’s Net Cash or the Company’s Net Cash for purposes of calculating the Net Cash Adjustment. For the avoidance of doubt, it is understood and agreed that the Private Placement is and was intended to provide CGI at and after the Closing with sufficient funds (i) to have stockholders’ equity at or above the amount required by the continued listing standards of the Nasdaq Capital Market for at least twelve (12) months after the Closing and (ii) to allow CGI to remain a going concern for accounting purposes, and to otherwise have sufficient cash to fund its operations, for at least twelve (12) months after the Closing. Accordingly, neither CGI nor the Company shall use any proceeds it receives from the Private Placement before the Closing in a manner that would, in the aggregate, frustrate either of the purposes listed in clauses (i) and (ii) above. For the avoidance of doubt, it is also understood that any cash received by the Company with respect to the issuance of Convertible Notes will not be deemed part of the Private Placement but will be included in determining the Company’s Net Cash.”
|4.||Company Capitalization Representation. As of the Second Amendment Effective Date, the authorized capital stock of the Company consists of (a) 90,600,000 shares of Company Common Stock, and (b) 9,400,000 shares of Company Preferred Stock; including 4,700,000 shares of Company Preferred Stock that have been designated as Series A Preferred Stock and 4,700,000 shares of Company Preferred Stock that have been designated as Series B Preferred Stock. As of the Second Amendment Effective Date, there are 2,593,607 shares of Company Common Stock outstanding, 4,611,587 shares of Series A Preferred Stock outstanding, and 3,489,470 shares of Series B Preferred Stock outstanding. The Company does not hold any shares of its capital stock in its treasury. All of the outstanding shares of Company Common Stock and Company Preferred Stock have been, and all of the outstanding shares of Series C Preferred Stock will be, duly authorized and validly issued and are or will be fully paid and non-assessable, and were not and will not be issued in violation of the material terms of any agreement or understanding binding upon the Company at the time at which they were issued and were issued in compliance with the Articles of Incorporation, bylaws and other organizational documents of the Company and all applicable laws, including but not limited to federal and state securities laws. Immediately prior to consummation of the Merger and after the conversion of the Company Preferred Stock and the issuance of the Series C Preferred Stock, as a result of the Company Shareholder Approval (including the Preferred Stock Conversion), all of the outstanding Company Common Stock and Series C Preferred Stock shall be validly issued and there shall be no other capital stock of the Company issued and outstanding. The Company had Convertible Notes outstanding with an aggregate principal balance of $12,373,134 as of February 24, 2021.|
|5.||Certificate of Designation. The Company shall file an amendment to, or amendment and restatement of, its certificate of designation following the date hereof with respect to the Series C Preferred Stock substantially in the form attached hereto as Attachment A (or with such amendments as agreed to by the parties hereto), rather than in the form attached as Attachment A to Amendment No. 1.|
|6.||CGI Capitalization Representation. As of the Second Amendment Effective Date, the authorized capital stock of CGI consists of (i) 100,000,000 shares of CGI Common Stock, of which 10,562,358 shares have been issued and are outstanding as of the Second Amendment Effective Date and (ii) 9,764,000 shares of CGI Preferred Stock, of which no shares have been issued or are outstanding. CGI does not hold any shares of its capital stock in its treasury. All of the outstanding shares of CGI Common Stock have been duly authorized and validly issued and are fully paid and nonassessable, and were not issued in violation of the material terms of any agreement or understanding binding upon CGI at the time at which they were issued and were issued in compliance with the Certificate of Incorporation, bylaws and other organizational documents of CGI and all applicable laws.|
|7.||Proxy Statement Representation. Each party has reviewed a draft of a proxy statement supplement to be filed with the SEC on or shortly after the date hereof. To the knowledge of each party with respect to information about it, the proxy statement supplement fairly presents in all material respects the information with respect to its capitalization and the effects of this Amendment on its security holders.|
|8.||Amendment to Company Disclosure Schedule. Item 3 on Part 2.5(d) of the Company Disclosure Schedule is hereby amended and restated in its entirety to read as follows: “The Company may (a) sell up to an additional $5,500,000 in principal amount of Convertible Notes (plus any Convertible Notes issued in exchange for the cancellation of Series B Preferred Stock), in accordance with applicable securities laws, and (b) issue the Convertible Note Warrants to FOD, and limited to warrants that will entitle FOD to purchase a number of shares of CGI Common Stock equal to 20% of the aggregate principal amount of the FOD Notes ($849,800) divided by the 5 Day VWAP, at an exercise price equal to the 5 Day VWAP.”|
|9.||Continuing Effectiveness; Entire Agreement. Except as expressly modified by this Amendment, the Merger Agreement shall remain in full force and effect in accordance with its terms, with each of CGI, Merger Sub, and the Company ratifying, adopting, and affirming the Merger Agreement and otherwise intending to be bound thereby. This Amendment shall be deemed an amendment to the Merger Agreement and shall become effective when executed and delivered by the Parties. Upon the effectiveness of this Amendment, all references in the Merger Agreement to “the Agreement” or “this Agreement”, as applicable, shall refer to the Merger Agreement, as modified by this Amendment.|
|10.||Miscellaneous. Article X of the Merger Agreement is hereby incorporated into this Amendment mutatis mutandis.|
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.
|CANCER GENETICS, INC.|
|Name:||John A. Roberts|
|CGI ACQUISITION, INC.|
|Name:||John A. Roberts|
|Title:||Chief Executive Officer|
[Signature Page to Amendment No. 2 to Agreement and Plan of Merger and Reorganization]