UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
EarthShell Corporation
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
27032B209
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(CUSIP Number)
With a copy to:
James A. Cooper Roger R. Wilen
100 South Brentwood Boulevard Schiff Hardin LLP
Suite 200 6600 Sears Tower
St. Louis, Missouri 63105-1691 Chicago, IL 60606
(314) 727-2232 (312) 258-5810
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 9, 2007
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(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 Sections 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 Section
240.13d-7 for other parties to whom copies are to be sent.
* 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
CUSIP No. 27032B209
1. Names of Reporting Persons. ReNewable Products, LLC
I.R.S. Identification Nos. of above persons (entities only)
20-2042611
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /_/
(b) /X/
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) /_/
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 273,504
Owned by each
Reporting Person 9. Sole Dispositive Power 0
With
10. Shared Dispositive Power 273,504
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 273,504
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) /X/
13. Percent of Class Represented by Amount in
Row (11) 1.37%
14. Type of Reporting Person (See Instructions)
OO
CUSIP No.27032B209
1. Names of Reporting Persons TSCP Machinery & Processing
Group, LLC
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /_/
(b) /X/
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) /_/
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 273,504
Owned by each
Reporting 9. Sole Dispositive Power 0
Person With
10. Shared Dispositive Power 273,504
11. Aggregate Amount Beneficially Owned by
Each Reporting Person 273,504
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) /X/
13. Percent of Class Represented by Amount in
Row (11) 1.37%
14. Type of Reporting Person (See Instructions)
OO
CUSIP No. 27032B209
1. Names of Reporting Persons. Thompson Street Capital
Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only)
11-3568473
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /_/
(b) /X/
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) /_/
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 273,504
Owned by each
Reporting 9. Sole Dispositive Power 0
Person With
10. Shared Dispositive Power 273,504
11. Aggregate Amount Beneficially Owned by Each
Reporting Person 273,504
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) /X/
13. Percent of Class Represented by Amount
in Row (11) 1.37%
14. Type of Reporting Person (See Instructions)
PN
CUSIP No. 27032B209
1. Names of Reporting Persons. Thompson Street Capital GP LLC
I.R.S. Identification Nos. of above persons (entities only)
11-3568478
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /_/
(b) /X/
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) /_/
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 273,504
Owned by each
Reporting 9. Sole Dispositive Power 0
Person With
10. Shared Dispositive Power 273,504
11. Aggregate Amount Beneficially Owned by
Each Reporting Person 273,504
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) /X/
13. Percent of Class Represented by Amount in Row (11) 1.37%
14. Type of Reporting Person (See Instructions)
OO
CUSIP No. 27032B209
1. Names of Reporting Persons. James A. Cooper
I.R.S. Identification Nos. of above persons (entities only)
N/A
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /_/
(b) /X/
3. SEC Use Only
4. Source of Funds (See Instructions) OO, PF
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) /_/
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 13,200
Shares
Beneficially 8. Shared Voting Power 537,661
Owned by each
Reporting 9. Sole Dispositive Power 13,200
Person With
10. Shared Dispositive Power 537,661
11. Aggregate Amount Beneficially Owned by
Each Reporting Person 550,861
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) /X/
13. Percent of Class Represented by Amount in Row (11) 2.76%
14. Type of Reporting Person (See Instructions)
IN
CUSIP No. 27032B209
1. Names of Reporting Persons. Peter S. Finley
I.R.S. Identification Nos. of above persons (entities only)
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) /_/
(b) /X/
3. SEC Use Only
4. Source of Funds (See Instructions) OO, PF
5. Check id Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) /_/
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 0
Shares
Beneficially 8. Shared Voting Power 300,504
Owned by each
Reporting 9. Sole Dispositive Power 0
Person
With 10. Shared Dispositive Power 300,504
11. Aggregate Amount Beneficially Owned by
Each Reporting Person 300,504
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) /X/
13. Percent of Class Represented by Amount in Row (11) 1.50%
14. Type of Reporting Person (See Instructions)
IN
EXPLANATORY NOTE
This Amendment Number 3 to Schedule 13D is filed by the
undersigned to amend and supplement the Schedule 13D filed on June 27,
2005 (the "Original 13D"), as amended by Amendment Number 1 to
Schedule 13D filed on June 30, 2005 and by Amendment Number 2 to
Schedule 13D filed on June 23, 2006, relating to the common stock of
EarthShell Corporation (the Original 13D, Amendment Number 1 to
Schedule 13D, and Amendment Number 2 to Schedule 13D are referred to
collectively herein as the "Original 13D, as amended"). The changes
in the numbers of shares and percentage of outstanding shares pertain
to the termination of the Merger Agreement by Renewable Products,
Inc., a Delaware corporation and wholly-owned subsidiary of the
Stockholder, pursuant to a letter dated January 8, 2007. This
Amendment Number 3 amends and restates Items 3, 4, 5, 6, and 7 of the
Original 13D, as amended. All other Items presented in the Original
13D, as amended, remain unchanged.
The Reporting Persons are making this single, joint filing
because they may be deemed to be a "group" under Section 13(d)(3) of
the Act. The agreement among the Reporting Persons to file jointly
(the "Joint Filing Agreement") is attached to the Original 13D as
Exhibit 5. All capitalized terms used but not defined herein shall
have the definitions assigned to them in the Original 13D, as amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
By a letter dated January 8, 2007, the Target terminated (the
"Termination") that certain Agreement and Plan of Merger, dated as of
June 17, 2005 and amended as of February 17, 2006, among the Company,
EarthShell Triangle, Inc., which is a wholly-owned subsidiary of the
Company, the Target, which is a wholly-owned subsidiary of the
Stockholder, and the Stockholder (the "Merger Agreement"). As a
result of the Termination, none of the Reporting Persons would be
deemed to beneficially own more than five percent of the Common Stock.
On June 22, 2006, in a transaction separate from those
contemplated in the Merger Agreement, the Holding Company acquired
both certain preferred stock that is convertible into the Common Stock
(the "Series D Preferred Stock") and a warrant to purchase shares of
Common Stock (the "Warrant"). Even if the Holding Company were to
both convert the Series D Preferred Stock and exercise the Warrant,
none of the Reporting Persons, in the absence of other transactions
affecting the holdings of the Common Stock, would be deemed to
beneficially own more than five percent of the Common Stock. The
source of the funds paid by the Holding Company as consideration of
the Series D Preferred Stock and the Warrant was capital provided by
the limited partners of the Fund pursuant to capital calls.
ITEM 4. PURPOSE OF TRANSACTION
Upon closing of the Merger Agreement, the Target would have
merged with a wholly-owned subsidiary of the Company (as a result of
which the Target would have become a wholly-owned subsidiary of the
Company) and the Stockholder would have received certain preferred
stock that is convertible into the Common Stock (the "Series C
Preferred Stock"). As a result of the Termination, none of the
Reporting Persons would be deemed to beneficially own more than five
percent of the Common Stock.
Additionally, as described in Item 3, the Company issued to the
Holding Company certain shares of the Series D Preferred Stock and the
Warrant, which are convertible or exercisable (as applicable) by the
Holding Company into the Common Stock.
On January 19, 2007, EarthShell Acquisition Corp., a Delaware
corporation ("Purchaser") and wholly-owned subsidiary of Renewable
Products, Inc., a Delaware corporation and wholly-owned subsidiary
of the Stockholder ("RPI"), entered into a definitive agreement (the
"Asset Purchase Agreement") with the Company pursuant to which, among
other things, Purchaser agreed to purchase certain assets of the
Company for a purchase price of $1,000,000, subject to certain purchase
price offsets. Purchaser's obligations to consummate the transactions
contemplated by the Asset Purchase Agreement are subject to certain
conditions, including the performance by the Company of certain obli-
gations and the completion of certain procedures related to the
bankruptcy of the Company, including opening the subject assets to an
auction process where higher and better offers may be solicited. The
Purchase Agreement superseded a non-binding letter of intent between
RPI and the Company dated January 4, 2007, which contemplated that
RPI, consistent with its role as a "stalking horse" bidder, would agree
to purchase certain assets of the Company and provide certain debtor in
possession financing. The description of the terms and conditions of
the Purchase Agreement is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which is included as
Exhibit 9 to this Schedule 13D and incorporated herein by reference.
Other than as described in the preceding paragraph, the Reporting
Persons currently have no specific plans or proposals that relate to
or would result in the events described in paragraphs (a) through (j)
of Item 4 of the instructions to Schedule 13D, although the Reporting
Persons reserve the right to develop such plans or proposals.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Under the terms of the Merger Agreement, the Stockholder's
ability to complete the Merger was subject to various conditions. As
a result of these conditions, at no point did the Reporting Persons
have the right to acquire the Series C Preferred Stock. Despite these
conditions, however, prior to the Termination the Reporting Persons
may have been deemed to have a right to acquire beneficial ownership
of the Common Stock into which the Series C Preferred Stock would have
been convertible. As a result of the Termination, none of the
Reporting Persons would be deemed to beneficially own more than five
percent of the Common Stock.
The Reporting Persons may be deemed to have a right to acquire
beneficial ownership of the Common Stock into which the Series D
Preferred Stock is convertible and which are underlying the Warrant,
as each such type of acquired security provides the Holding Company
with the right to acquire such shares of Common Stock at any time
after the closing of the transactions contemplated by the Securities
Purchase Agreement, the closing of which occurred on June 22, 2006.
However, even if the Holding Company were to both convert the Series D
Preferred Stock and exercise the Warrant, none of the Reporting
Persons, in the absence of other transactions affecting the holdings
of the Common Stock, would be deemed to beneficially own more than
five percent of the Common Stock.
The share ownership percentages described in this Item 5 are
based on the Company's Quarterly Report on Form 10-Q, for the quarter
ended September 30, 2006, filed with the Securities and Exchange
Commission on November 20, 2006, in which the Company reported that
19,981,167 shares of Common Stock were outstanding as of September 30,
2006.
(a) The aggregate number and percentage of Common Stock that may
be beneficially owned by each of the persons identified in Item 2 of
the Original 13D, as amended, are provided in the following table:
Name Aggregate Number Percentage
---- ---------------- ----------
The Stockholder 273,504 1.37%
The Holding Company 273,504 1.37
The Fund 273,504 1.37%
The General Partner 273,504 1.37%
Mr. Cooper[1] 550,861 2.76%
Mr. Finley[2] 300,504 1.50%
Mr. Holiday 0 0
Mr. Glennon 0 0
As described in Item 6, the Reporting Persons may have been
deemed to be members of a group with the Khashoggi Holders. Based
solely on the information reported by the Company in its Annual Report
on Form 10-K, for the fiscal year ended December 31, 2005, filed with
the Securities and Exchange Commission on March 31, 2006, under the
caption "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters" (which, for purposes of
clarity, incorporated by reference the information contained in the
Schedule 14A Definitive Proxy Statement to Shareholders filed on May
1, 2006), the Reporting Persons understand that the Khashoggi Holders
were the beneficial owners, as of March 31, 2006, of 13,943,542 shares
of Common Stock, which is reported as representing 55.75 percent of
the Common Stock then outstanding.
(b) The number of shares of Common Stock as to which each person
identified in Item 2 of the Original 13D, as amended, may have the
sole power to vote or to direct the vote, shared power to vote or
direct the vote, sole power to dispose or to direct the disposition,
_____________________
[1] Includes (i) 264,157 shares of Common Stock held by Mr.
Cooper's spouse, (ii) 9,700 shares of Common Stock held by Mr. Cooper
as custodian for his children, and (iii) 3,500 shares of Common Stock
held by Mr. Cooper in his IRA.
[2] Includes (i) 12,000 shares of Common Stock held by Mr. Finley
as custodian of UGMA accounts for his three children, (ii) 5,000
shares of Common Stock held jointly with Mr. Finley's spouse, and
(iii) 10,000 shares of Common Stock held as co-trustee, along with Ms.
Finley, of the Peter S. Finley Living Trust of 4/12/02.
or shared power to dispose or to direct the disposition is provided in
the following table:
Sole Power Shared Power Sole Power Shared Power
Name to Vote to Vote to Dispose to Dispose
---- ---------- ------------ ----------- ------------
The Stockholder 0 273,504 0 273,504
The Holding Company 0 273,504 0 273,504
The Fund 0 273,504 0 273,504
The General Partner 0 273,504 0 273,504
Mr. Cooper 13,200[3] 537,661[4] 13,200[5] 537,661
Mr. Finley 0 300,504 0 300,504
Mr. Holiday 0 0 0 0
Mr. Glennon 0 0 0 0
Mr. Cooper's spouse's name is Stacy Cooper ("Ms. Cooper"). Ms.
Cooper's address is 26 Dromara Road, St. Louis, Missouri 63124. She
is not employed. During the last five years, Ms. Cooper (i) has not
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and (ii) was not a 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.
Ms. Cooper is a citizen of the United States.
Mr. Finley's spouse's name is Macon P. Finley ("Ms. Finley").
Ms. Finley's address is 12 Carrswold Drive, St. Louis, Missouri 63105.
Her principal occupation is a schoolteacher. During the last five
years, Ms. Finley (i) has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and (ii) was
not a 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. Ms. Finley is a citizen of the United States.
____________________
[3] Includes (i) 9,700 shares of Common Stock held by Mr. Cooper
as custodian of UMOUTMA for his children and (ii) 3,500 shares of
Common Stock held by Mr. Cooper in his IRA.
[4] Includes 264,157 of Common Stock held by Mr. Cooper's spouse.
[5] Includes (i) 12,000 shares of Common Stock held by Mr. Finley
as custodian of UGMA accounts for his three children, (ii) 5,000
shares of Common Stock held jointly with Mr. Finley's spouse, and
(iii) 10,000 shares of Common Stock held as co-trustee, along with Ms.
Finley, of the Peter S. Finley Living Trust of 4/12/02.
(c) In the past 60 days, none of the persons listed in part (a)
of Item 5 of this Schedule 13D has effected any transactions in the
Common Stock. The Reporting Persons have no information as to any
transactions by the Khashoggi Holders.
(d) No person, other than (i) those identified in Item 2 of the
Original 13D, as amended, (ii) Ms. Cooper, and (iii) Ms. Finley is
known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of
Common Stock beneficially owned by the persons identified in Item 2 of
the Original 13D, as amended.
(e) As a result of the Termination, each of the Reporting
Persons ceased to be the beneficial owner of more than five percent of
the Common Stock effective as of January 9, 2007.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
As described in Item 3, the Target terminated the Merger
Agreement. Upon closing of the Merger Agreement, the Company would
have acquired the Target and the Stockholder would have received
certain shares of Series C Preferred Stock.
Under the terms of the Merger Agreement, the Company's
obligation, and thus the Stockholder's ability, to complete the Merger
were subject to various conditions. As a result of these conditions,
at no time did the Reporting Persons have a right to acquire the
Series C Preferred Stock. Despite these conditions, prior to the
Termination the Reporting Persons may have been deemed to have a right
to acquire beneficial ownership of the Common Stock into which the
Series C Preferred Stock is convertible. As a result of the
Termination, however, none of the Reporting Persons would be deemed to
have a right to acquire beneficial ownership of more than five percent
of the Common Stock.
In connection with entering into the Merger Agreement, the
Company and the Stockholder signed a letter agreement with Essam
Khashoggi, the Company's principal stockholder, acting on behalf of
himself and his family and entities he owns or controls that hold
shares or rights to acquire Common Stock (together, the "Khashoggi
Holders"). The letter agreement (the "Khashoggi Lock-up Agreement"),
which is included as Exhibit 4 to the Original 13D, as amended, and is
incorporated herein by reference, includes certain agreements relating
to possible sales of Common Stock by the Stockholder and by the
Khashoggi Holders. The agreements include (i) coordination designed
to reduce the adverse effect of sales of Common Stock (together with
certain other transactions that the Company views as likely) on the
Company's net operating loss carryforward and (ii) commitments
relating to sales that may affect the other party's exercise of
registration rights granted by the Company. The Khashoggi Lock-up
Agreement also contained agreements regarding certain unregistered
sales of Common Stock, which agreements ceased to be effective upon
the Termination.
By virtue of the Khashoggi Lock-up Agreement, the Reporting
Persons and the Khashoggi Holders may be deemed to be members of a
group who have agreed, to the extent set forth in the Khashoggi Lock-
up Agreement, to act together with respect to the disposition of
Common Stock.
As described in Item 3, on June 22, 2006, in a transaction
separate from those contemplated in the Merger Agreement, the Holding
Company acquired both certain shares of the Series D Preferred Stock
and the Warrant. Even if the Holding Company were to both convert the
Series D Preferred Stock and exercise the Warrant, none of the
Reporting Persons, in the absence of other transactions affecting the
holdings of the Common Stock, would be deemed to beneficially own more
than five percent of the Common Stock of the Company.
The descriptions contained in Items 3, 4, 5 and 6 of the terms of
the Merger Agreement and the Khashoggi Lock-up Agreement are qualified
in their entirety by reference to the full text of the Merger
Agreement and the Khashoggi Lock-up Agreement, copies of which are
attached to Schedule 13D as Exhibits 1 and 4 and incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Following is a list of the materials attached to this
Amendment 3 to Schedule 13D:
Exhibit 1 Agreement and Plan of Merger, dated as of
June 17, 2005, among EarthShell Corporation,
EarthShell Triangle, Inc., ReNewable
Products, Inc., and ReNewable Products, LLC -
Previously Filed
Exhibit 1.1 Amendment to Agreement and Plan of Merger,
dated as of June 17, 2005, among EarthShell
Corporation, EarthShell Triangle, Inc.,
ReNewable Products, Inc., and ReNewable
Products, LLC, dated as of February 17, 2006
- Previously Filed
Exhibit 2 Certificate of Designation of the Series C
Convertible Preferred Stock of EarthShell
Corporation - Previously Filed
Exhibit 3 Registration and Investor Rights Agreement -
Previously Filed
Exhibit 4 Khashoggi Lock-up Agreement - Previously
Filed
Exhibit 5 Securities Purchase Agreement among
EarthShell Corporation, TSCP Machinery &
Processing Group, LLC, and the Edward W.
Williams Revocable Trust, dated June 22, 2006
- Previously Filed
Exhibit 6 Joint Filing Agreement - Previously Filed
Exhibit 7 Certificate of Designation of the Series D
Convertible Preferred Stock of EarthShell
Corporation - Previously Filed
Exhibit 8 EarthShell Corporation Common Stock Warrant
of TSCP Machinery & Processing Group, LLC -
Previously Filed
Exhibit 9 Asset Purchase Agreement, dated January 19,
2007, between EarthShell Acquistion Corp. and
EarthShell Corporation
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned certifies
that the information set forth in the statement is true, complete and
correct.
RENEWABLE PRODUCTS LLC
By its manager, TSCP Machinery &
Processing Group, LLC
By Thompson Street Capital Partners, L.P.
By Thompson Street Capital GP LLC
By: /s/ James A. Cooper
----------------------------
James A. Cooper
Managing Member
TSCP MACHINERY & PROCESSING GROUP, LLC
By Thompson Street Capital Partners, L.P.
By Thompson Street Capital GP LLC
By: /s/ James A. Cooper
----------------------------
James A. Cooper
Managing Member
THOMPSON STREET CAPITAL PARTNERS, L.P.
By Thompson Street Capital GP LLC
By: /s/ James A. Cooper
-------------------------------
James A. Cooper
Managing Member
THOMPSON STREET CAPITAL GP LLC
By: /s/ James A. Cooper
----------------------------------
James A. Cooper
Managing Member
/s/ James A. Cooper
--------------------------------------
JAMES A. COOPER, individually
/s/ Peter S. Finley
--------------------------------------
PETER S. FINLEY, individually